Exhibit 10.2


 


 






 


CERTAIN
INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND
(ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED


 


CREDIT AGREEMENT


 


dated as of November 17, 2020


 


among


 


T3 COMMUNICATIONS, INC.,

as the Company,


 


THE SUBSIDIARIES OF THE COMPANY FROM TIME
TO TIME PARTY HERETO,

as additional Loan Parties hereunder,


 


THE VARIOUS PERSONS PARTY HERETO,

as Lenders,


 


and


 


POST ROAD ADMINISTRATIVE LLC,

as the Administrative Agent


 


 






 




     


     


    

 


TABLE OF
CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	1
	 	 	 
	1.1	Definitions	1
	 	 	 
	1.2	Other Interpretive Provision	20
	 	 	 
	1.3	Change in Accounting Principles	21
	 	 	 
	ARTICLE II COMMITMENTS OF THE LENDERS; EVIDENCE OF LOANS	21
	 	 	 
	2.1	Commitments of the Lenders	21
	 	 	 
	2.2	Notes	22
	 	 	 
	2.3	Recordkeeping	22
	 	 	 
	ARTICLE III INTEREST	22
	 	 	 
	3.1	Interest	22
	 	 	 
	3.2	Default Interest	22
	 	 	 
	3.3	Interest Payments; PIK	23
	 	 	 
	3.4	Computation of Interest	23
	 	 	 
	3.5	Maximum Rate	23
	 	 	 
	ARTICLE IV FEES; PREMIUM	23
	 	 	 
	4.1	Administrative Agent’s Fees	23
	 	 	 
	4.2	Original Issue Discount	24
	 	 	 
	4.3	Unused Facility Fee	24
	 	 	 
	4.4	Premium	24
	 	 	 
	4.5	Servicing Fees	24
	 	 	 
	ARTICLE V REPAYMENTS	25
	 	 	 
	5.1	Payment at Maturity	25



 






    i


     


    

 


	ARTICLE VI PREPAYMENTS	25
	 	 	 
	6.1	Voluntary Prepayments	25
	 	 	 
	6.2	Mandatory Prepayments	25
	 	 	 
	6.3	Application of Prepayments	26
	 	 	 
	ARTICLE VII MAKING AND PRORATION OF PAYMENTS; TAXES	27
	 	 	 
	7.1	Making of Payments	27
	 	 	 
	7.2	Application of Certain Payments	27
	 	 	 
	7.3	Due Date Extension	27
	 	 	 
	7.4	Proration of Payments	27
	 	 	 
	7.5	Setoff	28
	 	 	 
	7.6	Taxes	28
	 	 	 
	ARTICLE VIII INCREASED COSTS	30
	 	 	 
	8.1	Increased Costs	30
	 	 	 
	8.2	Mitigation of Circumstances; Replacement of Lenders	31
	 	 	 
	8.3	Conclusiveness of Statements; Survival of Provisions	32
	 	 	 
	ARTICLE IX REPRESENTATIONS AND WARRANTIES	33
	 	 	 
	9.1	Organization; Locations of Executive Office; FEIN	33
	 	 	 
	9.2	Equity Ownership; Subsidiaries	33
	 	 	 
	9.3	Authorization; No Conflict	33
	 	 	 
	9.4	Validity and Binding Nature	34
	 	 	 
	9.5	Financial Condition	34
	 	 	 
	9.6	No Material Adverse Change	34
	 	 	 
	9.7	Litigation and Contingent Liabilities	34
	 	 	 
	9.8	Ownership of Properties; Liens	35
	 	 	 
	9.9	Business, Property and Licenses of the Loan Parties	35



 






    ii


     


    

 


	9.10	Insurance	36
	 	 	 
	9.11	Labor Matters	36
	 	 	 
	9.12	Pension Plans	36
	 	 	 
	9.13	Investment Company Act	36
	 	 	 
	9.14	Public Utility Holding Company Act	36
	 	 	 
	9.15	Regulation U	36
	 	 	 
	9.16	Foreign Assets Control Regulations and Anti-Money Laundering	37
	 	 	 
	9.17	Taxes	37
	 	 	 
	9.18	Compliance with Laws	37
	 	 	 
	9.19	Environmental Matters	37
	 	 	 
	9.20	Burdensome Obligations	38
	 	 	 
	9.21	Solvency	38
	 	 	 
	9.22	Information	38
	 	 	 
	9.23	No Default	38
	 	 	 
	9.24	Contracts with Affiliates	38
	 	 	 
	9.25	Trade and Customer Relations and Practices	38
	 	 	 
	9.26	Brokers; Financial Advisors	39
	 	 	 
	9.27	Related Agreements	39
	 	 	 
	9.28	Subordinated Debt	39
	 	 	 
	9.29	Warrant Consideration	39
	 	 	 
	9.30	Public Company Reporting Compliance.	40
	 	 	 
	ARTICLE X AFFIRMATIVE COVENANTS	40
	 	 	 
	10.1	Reports, Certificates and Other Information	40
	 	 	 
	10.2	Books, Records and Inspections	43
	 	 	 
	10.3	Maintenance of Property; Insurance; Casualty and Condemnation	43



 






    iii


     


    

 


	10.4	Compliance with Laws; OFAC/BSA Provision; Payment of Taxes and Liabilities	44
	 	 	 
	10.5	Maintenance of Existence; Qualifications	45
	 	 	 
	10.6	Use of Proceeds	45
	 	 	 
	10.7	Licenses and Permits	45
	 	 	 
	10.8	Environmental Matters	45
	 	 	 
	10.9	Future Leases; Future Acquisitions of Real Estate	46
	 	 	 
	10.10	Further Assurances	46
	 	 	 
	10.11	Deposit and Securities Accounts	46
	 	 	 
	10.12	New Customer Contracts	47
	 	 	 
	10.13	Board Observation	47
	 	 	 
	10.14	Post-Closing Covenants	48
	 	 	 
	10.15	Public Company Reporting Compliance.	48
	 	 	 
	10.16	Nexogy Indemnity Obligation	48
	 	 	 
	ARTICLE XI NEGATIVE COVENANTS	49
	 	 	 
	11.1	Debt	49
	 	 	 
	11.2	Future Acquisition Subordinated Debt	50
	 	 	 
	11.3	Liens	50
	 	 	 
	11.4	Restricted Payments	51
	 	 	 
	11.5	Mergers, Consolidations, Sales	52
	 	 	 
	11.6	Modification of Certain Documents or Organizational Form	52
	 	 	 
	11.7	Transactions with Affiliates	52
	 	 	 
	11.8	Inconsistent or Restrictive Agreements	53
	 	 	 
	11.9	Business Activities	53
	 	 	 
	11.10	Investments	53
	 	 	 
	11.11	Fiscal Year	54



 






    iv


     


    

 


	11.12	Financial Covenants	54
	 	 	 
	11.13	Unconditional Purchase Obligations	55
	 	 	 
	11.14	Restrictions on Payment of Certain Debt	55
	 	 	 
	11.15	Cancellation of Debt	56
	 	 	 
	11.16	Restrictions on Subsidiaries	56
	 	 	 
	11.17	Change of Control. Not permit a Change of Control to occur.	56
	 	 	 
	ARTICLE XII EFFECTIVENESS; CONDITIONS OF LENDING, ETC.	56
	 	 	 
	12.1	Initial Credit Extension	56
	 	 	 
	12.2	Delayed Draw Loan Conditions	59
	 	 	 
	12.3	Other Conditions	59
	 	 	 
	12.4	Confirmatory Certificate	59
	 	 	 
	ARTICLE XIII EVENTS OF DEFAULT AND THEIR EFFECT	60
	 	 	 
	13.1	Events of Default	60
	 	 	 
	13.2	Effect of Event of Default	63
	 	 	 
	13.3	Right to Appointment of Receiver	63
	 	 	 
	13.4	Cooperation in Event of Default	64
	 	 	 
	13.5	Setoff	64
	 	 	 
	13.6	Sharing of Payments	65
	 	 	 
	ARTICLE XIV THE AGENT	65
	 	 	 
	14.1	Appointment and Authorization	65
	 	 	 
	14.2	Rights as a Lender	65
	 	 	 
	14.3	Exculpatory Provisions	66
	 	 	 
	14.4	Reliance by Administrative Agent	67
	 	 	 
	14.5	Delegation of Duties	67
	 	 	 
	14.6	Resignation of Administrative Agent	67



 






    v


     


    

 


	14.7	Non-Reliance on Administrative Agent and Other Lenders	68
	 	 	 
	14.8	No Other Duties	68
	 	 	 
	14.9	Administrative Agent May File Proofs of Claim	68
	 	 	 
	14.10	Indemnification	69
	 	 	 
	14.11	Collateral Matters	69
	 	 	 
	ARTICLE XV GENERAL	70
	 	 	 
	15.1	Waiver; Amendments	70
	 	 	 
	15.2	Confirmations	71
	 	 	 
	15.3	Notices	71
	 	 	 
	15.4	Costs, Expenses and Taxes	71
	 	 	 
	15.5	Successors and Assigns	72
	 	 	 
	15.6	Governing Law	74
	 	 	 
	15.7	Confidentiality	75
	 	 	 
	15.8	Severability	75
	 	 	 
	15.9	Nature of Remedies	76
	 	 	 
	15.10	Entire Agreement	76
	 	 	 
	15.11	Counterparts; Effectiveness	76
	 	 	 
	15.12	Captions	76
	 	 	 
	15.13	Customer Identification - USA Patriot Act Notice	76
	 	 	 
	15.14	INDEMNIFICATION BY THE COMPANY	77
	 	 	 
	15.15	Nonliability of Lenders	78
	 	 	 
	15.16	Jurisdiction	78
	 	 	 
	15.17	WAIVER OF JURY TRIAL	79


 




    vi


     


    

 


	ANNEXES	 
	 	 
	ANNEX A	Lenders and Pro Rata Shares
	 	 
	ANNEX B	Addresses for Notices
	 	 
	EXHIBITS	 
	 	 
	EXHIBIT A	Form of Term Loan A Note 
	 	 
	EXHIBIT B	Form of Term Loan B Note 
	 	 
	EXHIBIT C	Form of Delayed Draw Term Note 
	 	 
	EXHIBIT D	Form of Compliance Certificate (Section 10.1.3)
	 	 
	EXHIBIT E	Form of Assignment and Assumption (Section 15.5.2)
	 	 
	EXHIBIT F	Form of Borrowing Request
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 9.1	Formation Information
	 	 
	SCHEDULE 9.2	Equity Ownership; Subsidiaries
	 	 
	SCHEDULE 9.9.2	Business Locations
	 	 
	SCHEDULE 9.9.5	Deposit Accounts
	 	 
	SCHEDULE 9.9.6	Material Contracts; Form Customer Contract
	 	 
	SCHEDULE 9.10	Insurance
	 	 
	SCHEDULE 9.24	Contracts with Affiliates
	 	 
	SCHEDULE 9.25	Trade and Customer Relations
	 	 
	SCHEDULE 9.26	Brokers
	 	 
	SCHEDULE 9.32	Parent Debt
	 	 
	SCHEDULE 10.11	Deposit Accounts Not Subject to Control Agreements
	 	 
	SCHEDULE 10.14(a)	Post-Closing Landlord Agreements
	 	 
	SCHEDULE 10.14(b)	Post-Closing Deposit Account Closures
	 	 
	SCHEDULE 11.1	Existing Debt
	 	 
	SCHEDULE 11.2	Existing Liens
	 	 
	SCHEDULE 11.9	Investments
	 	 
	SCHEDULE 12.1	Debt to be Repaid
	 	 
	SCHEDULE 13.1.12 	Key Executives


 




    vii


     


    

 


CREDIT AGREEMENT


 


THIS CREDIT AGREEMENT,
dated as of November 17, 2020 (this “Agreement”), is entered into among T3 COMMUNICATIONS, INC., a Nevada corporation
(the “Company”), as the borrower and a Loan Party hereunder, the Subsidiaries of the Company that are or from
time to time may become parties hereto as Guarantors and Loan Parties hereunder, the Parent (solely with respect to the Sections
applicable thereto), the Persons that are or from time to time may become parties hereto as Lenders hereunder, and POST ROAD ADMINISTRATIVE
LLC, a Delaware limited liability company (in its individual capacity, “Post Road”), in its capacity as administrative
agent for the Lenders.


 


R E C I T A L S


 


A. The
Company has requested that the Lenders initially extend an $10,500,000 Term Loan A and a $3,500,000 Term Loan B to the Company
(i) to fund the ActivePBX Acquisition and the Nexogy Acquisition, (ii) to provide growth capital, (iii) for working capital,
and (iv) to pay for transaction fees and expenses.


 


B. The
Company has requested that the Lenders also extend up to an additional $6,000,000 Delayed Draw Loan to the Company, to be available
upon certain terms and conditions as set forth below (i) to fund approved acquisitions, (ii) to provide growth capital and (iii)
to pay for transaction fees and expenses relating thereto.


 


C. The
Subsidiaries of the Company from time to time party hereto are Wholly-Owned Subsidiaries of the Company, and it is to the direct
and indirect financial benefit of the Parent and all Guarantors that the Lenders provide the financing requested by the Company.


 


D. The
Lenders have agreed to provide the financing requested by the Company on the terms and conditions herein set forth.


 


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


 


ARTICLE I

DEFINITIONS


 


1.1 Definitions.
When used herein the following terms shall have the following meanings:


 


Account Debtor
has the meaning assigned to that term in the UCC.


 


ActivePBX Acquisition
means that certain asset Acquisition as contemplated by the ActivePBX Acquisition Documents.


 


ActivePBX Acquisition
Agreement means that certain Asset Purchase Agreement dated as of November 17, 2020 by and between ActiveServe, Inc., a Florida
corporation, as seller, and the Company, as buyer (as amended, restated or otherwise modified from time to time).


 






     


     


    

 


ActivePBX Acquisition
Documents means the ActivePBX Acquisition Agreement and any escrow agreement, representation and warranty insurance policy,
restrictive covenant agreement, bill of sale, assignment and assumption agreement, real estate contract, special warranty deed,
assignment of intellectual property, consulting agreement, management agreement, employment agreement, non-compete agreement, transition
services agreement, and side-letter agreement entered into in connection therewith and any and all of the other binding instruments
and agreements executed or delivered in connection with the ActivePBX Acquisition.


 


Acquisition
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of
a Person, (b) the acquisition of in excess of 50% of the Capital Stock of any Person, or otherwise causing any Person to become
a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already
a Subsidiary).


 


Acquisition Documents
means, collectively, the ActivePBX Acquisition Documents and the Nexogy Acquisition Documents.


 


Administrative Agent
means Post Road, in its capacity as administrative agent for the Lenders hereunder and any successor thereto in such capacity.


 


Affiliate of
any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control
with such Person, (b) any officer or director of such Person, and (c) with respect to any Lender, any entity administered
or managed by such Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding, or
otherwise investing in commercial loans. A Person shall be deemed to be “controlled by” any other Person if such Person
possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting
power for the election of directors or managers or power to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise. Unless expressly stated otherwise herein, neither the Administrative Agent nor any Lender
shall be deemed an Affiliate of any Loan Party.


 


Agreement -
see the Preamble.


 


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 Subordinated
Debt means Debt of the Company and/or its Subsidiaries as evidenced by that certain Promissory Note dated as of the date hereof
in the original principal amount of $1,090,000 executed by the Company in favor of ActiveServe, Inc., as the same may be amended,
restated, amended and restated, supplemented or otherwise modified from time to time.


 


Asset Disposition
means the sale, lease, assignment or other transfer for value (each, a “Disposition”) by any Loan Party to any
Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage of any thereof
or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof)
other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 90 days with another asset
performing the same or a similar function and (b) the Disposition of inventory or other assets in the ordinary course of business.


 






    2


     


    

 


Assignee - see
Section 15.5.2.


 


Assignment and Assumption
- see Section 15.5.2.


 


Attorney Costs
means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, all reasonable disbursements
of counsel and all court costs and similar legal expenses.


 


Board means
the board of directors or board of managers (or comparable governing body) of any Loan Party, as applicable, and shall include
any committee duly authorized to act on behalf of such board of directors or board of managers (or comparable governing body).


 


Board Observer
- see Section 10.13.


 


Borrowing Request
means a written request by the Company for the funding of each Loan, which shall be in the form of Exhibit F attached
hereto.


 


Business Day
means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day
on which banking institutions located in such state are authorized or required by law or other governmental action to close and
which is also a day for trading by and between banks in Dollar deposits in the London interbank market.


 


Capital Expenditures
means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance
sheet of the Company, including expenditures in respect of Capital Leases.


 


Capital Lease
means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by
such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.


 


Capitalized Rentals
of any Person means as of the date of any determination thereof, the amount at which the aggregate present value of future rentals
due and to become due under all Capital Leases under which such Person is a lessee.


 


Capital Stock
means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting
or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including
common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests
in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership
interest.


 


CARES Act means
the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. 116–136, as amended.


 






    3


     


    

 


Change in Law
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to
the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.


 


Change of Control
means the occurrence of any of the following events: (a) Parent ceases to own and control at least 80.01% of the voting and
non-voting Capital Stock of the Company, (b) the Minority T3NV Shareholders cease to own, in the aggregate, 19.99% of the voting
and non-voting Capital Stock of the Company, (c) the Company shall cease to (i) own at least 100% of the voting and non-voting
Capital Stock of each of T3FL, Nexogy and Shift8 and (ii) hold voting Capital Stock of each of T3FL, Nexogy and Shift8 in
an amount sufficient to elect, or to have the right and power to designate, at least a majority of the Board of each of T3FL, Nexogy
and Shift8; or (d) the Company shall cease to, directly or indirectly, own and control 100% of each class of the outstanding Capital
Stock of any other Subsidiary.


 


Churn means
(A) (i) lost monthly Recurring Revenue from clients or Account Debtors of the Company at the commencement of the applicable trailing
three month period, minus (ii) new monthly Recurring Revenue from clients or Account Debtors of the Company at the
commencement of the applicable trailing three month period; divided by (B) the Company’s monthly Recurring
Revenue at the commencement of such trailing three month period; provided, that at no time shall Churn be less than zero percent
(0%) for calculation purposes hereof.


 


Closing Date
- see Section 12.1.


 


Closing Date Commitment
means, as to any Lender, such Lender’s commitment to make Loans on the Closing Date. The amount of each Lender’s commitment
to make Loans on the Closing Date is set forth on Annex A. The aggregate amount of the Closing Date Commitments on
the Closing Date is $14,000,000.


 


Closing Date Loan
means each Loan made on the Closing Date.


 


Code means the
Internal Revenue Code of 1986, as amended.


 


Collateral is
defined in the Guaranty and Collateral Agreement.


 


Collateral Assignment
of Acquisition Documents means that certain Collateral Assignment of Acquisition Documents dated as of the date hereof by the
Company, and acknowledged by Seller (as defined therein) and certain other parties party thereto in favor of the Administrative
Agent (for the benefit of Lenders and Administrative Agent), in respect of the Nexogy Acquisition Documents, as amended, restated,
supplemented or otherwise modified from time to time.


 






    4


     


    

 


Collateral Documents
means, collectively, the Guaranty and Collateral Agreement, the Pledge Agreement, the Collateral Assignment of Acquisition Documents,
the IP Security Agreement, each Mortgage, each Landlord Agreement, each Control Agreement, each Perfection Certificate, and any
other agreement or instrument pursuant to which the Company, any Subsidiary or any other Person grants or purports to grant any
interest in any collateral to the Administrative Agent for the benefit of the Lenders, or that otherwise relates to such collateral,
as the same may be amended, restated or otherwise modified from time to time, together with any joinders thereto from time to time.


 


Commitment means,
as to any Lender, such Lender’s Closing Date Commitment and Delayed Draw Commitment.


 


Company - see
the Preamble.


 


Compliance Certificate
means a Compliance Certificate in substantially the form of Exhibit D.


 


Computation Period
means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.


 


Consolidated Net
Income means, without duplication, the net income (or loss) of the Company and its Subsidiaries for such period, excluding
any gains or losses from Dispositions, any extraordinary gains or losses, and any gains or losses from discontinued operations.


 


Contingent Liability
means, with respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such
Person incurred pursuant to any agreement, undertaking or arrangement by which such Person: (a) guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment,
to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend,
obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection),
including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees
the payment of dividends or other distributions upon the Capital Stock of any other Person; (c) undertakes or agrees (whether
contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of
any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment
or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases,
capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition
of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease
property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner
of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) to
induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes
or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation
set forth herein) be deemed to be the outstanding principal amount of the indebtedness, obligation or other liability guaranteed
or supported thereby or, if not a fixed and determinable amount, the maximum amount so supported or guaranteed.


 






    5


     


    

 


Control Agreement
means one or more control agreements, in form and substance satisfactory to the Administrative Agent, executed and delivered by
each bank or other financial institution at which the Company or any Subsidiary maintains a deposit, or securities, or other investment
account, the Administrative Agent, and the Company or such Subsidiary, granting the Administrative Agent “control”
(as such term is defined in the UCC) over such account.


 


Convertible Note
Offering means one or more unsecured, subordinated convertible notes issued by the Parent, subject to a subordination agreement
in form and substance satisfactory to the Administrative Agent.


 


Debt of any
Person means, without duplication, (a) all indebtedness for borrowed money of such Person, whether or not evidenced by bonds,
debentures, notes or similar instruments, (b) all obligations of such Person as lessee under Capital Leases including, without
duplication, Capitalized Rentals, which have been or should be recorded as liabilities on a balance sheet of such Person in accordance
with GAAP, (c) all obligations of such Person to pay the deferred purchase price of property or services (excluding (i) trade
accounts payable in the ordinary course of business not more than 60 days past due, and (ii) deferred compensation arrangements
approved in advance by the Administrative Agent and entered into in the ordinary course of business in consideration for actual
services rendered), (d) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness
shall have been assumed by such Person; provided that if such Person has not assumed or otherwise become liable for such
indebtedness, such indebtedness shall be measured as the lesser of the amount of any such indebtedness or the fair market value
of such property securing such indebtedness at the time of determination, (e) all obligations, contingent or otherwise, with
respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations
issued for the account of such Person, (f) all Hedging Obligations of such Person, (g) all Contingent Liabilities of
such Person, (h) all Off-Balance Sheet Liabilities, (i)  all Debt of any partnership of which such Person is a general
partner, (j) all non-compete payment obligations, earnouts (to the extent such amount becomes due and payable) and similar obligations,
and (k) any Capital Stock or other equity instrument, whether or not mandatory redeemable, that under GAAP is or should be
characterized as debt and not equity, whether pursuant to financial accounting standards board issuance No. 150 or otherwise.


 


Debtor Relief Laws
means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of
the United States or other applicable jurisdictions from time to time in effect.


 


Debt to be Repaid
means the Debt identified on Schedule 12.1.


 


Default Rate
means, at any time, the rate of interest then payable under Section 3.1 plus 3.0% per annum.


 


Delayed Draw Commitment
means, as to any Lender, such Lender’s commitment to make Loans during the Delayed Draw Commitment Period. The amount of
each Lender’s commitment to make Loans during the Delayed Draw Commitment Period is set forth on Annex A. The
aggregate amount of the Delayed Draw Commitments on the Closing Date is $6,000,000.


 






    6


     


    

 


Delayed Draw Commitment
Period means the period beginning the day after the Closing Date and ending on May 17, 2022.


 


Delayed Draw Date
means any date (which must be a Business Day) that a Delayed Draw Loan is made.


 


Delayed Draw Loan
means any Loan made pursuant to any Lender’s Delayed Draw Commitment.


 


Delayed Draw Term
Note means that certain Delayed Draw Term Note made as of the Closing Date by the Company to the order of Lender, as the same
may be amended, restated or otherwise modified from time to time, together with any joinders thereto from time to time, substantially
in the form of Exhibit C.


 


Disposition
- see the definition of “Asset Disposition”.


 


Dollar and the
sign “$” mean lawful money of the United States of America.


 


EBITDA means,
for any period, Consolidated Net Income for such period, plus, (a) without duplication and to the extent deducted in determining
such Consolidated Net Income: (i) Interest Expense, (ii) income tax expense, and (iii) depreciation and amortization, minus
(b) without duplication and to the extent included in determining such Consolidated Net Income, proceeds of insurance, other
than business interruption insurance.


 


Employment Agreements
means the Employment Agreements between the Company and each of the Key Executives.


 


Environmental Claims
means all claims however asserted, by any Governmental, Authority or other Person alleging potential liability or responsibility
for violation of any Environmental Law, or for release or injury to the environment.


 


Environmental Laws
means all applicable present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances,
and codes, together with all administrative or judicial orders, consent agreements, directed duties, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case relating to any matter arising out of or relating to
public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to
the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission,
release, control, or cleanup of any Hazardous Substance.


 


Equity Documents
means the operating agreement or bylaws of the Company and each other Loan Party (as applicable), and any other agreement relating
to the ownership of the Capital Stock of such Person and/or the voting and/or operational control of such Person.


 


ERISA means
the Employee Retirement Income Security Act of 1974.


 






    7


     


    

 


ERISA Affiliate
means any trade or business (whether or not incorporated), which, together with the Company, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer under Section 414 of the Code.


 


ERISA Event
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure to timely make any payment required
by the Pension Funding Rules with respect to a Plan (determined without regard to any waiver); (c) any application for a waiver
of the Pension Funding Rules with respect to a Plan; (d) the incurrence by the Company or any of their respective ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any of
their respective ERISA Affiliates from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention
to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of their
respective ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by the Company or any of their respective ERISA Affiliates of any notice, or the receipt by any Multiemployer
Plan from the Company or any of their respective ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title
IV of ERISA.


 


Event of Default
means any of the events described in Section 13.1.


 


Event of Loss
means, with respect to any property, any of the following: (a) any loss, destruction, or damage of such property; or (b) 
any actual condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation
of such property or the requisition of the use of such property.


 


Excluded Taxes
means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account
of any obligation of the Company hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the
laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction in which the Company is located and (c) in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Company under Section 8.2), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable
to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 7.6.5,
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Company with respect to such withholding tax pursuant to Section 7.6.1,
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 






    8


     


    

 


Extraordinary Receipts
means any cash received by any Loan Party not in the ordinary course of business (and not consisting of proceeds of Asset Dispositions,
or the issuance of Debt or Capital Stock, or Insurance Proceeds), including (a) judgments, proceeds of settlements, or other
consideration of any kind in connection with any cause of action, (b) indemnity payments, (c) purchase price adjustments
received in connection with any purchase agreement, and (d) tax refunds.


 


FATCA means
Sections 1471 through 1474 of the Code, 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) and any current or future regulations or official interpretations thereof.


 


Financed Capital
Expenditures means, for any period, without duplication, all Capital Expenditures (a) financed with the proceeds of non-revolving
Debt, (b) made in connection with the replacement, substitution, or restoration of assets to the extent financed (i) from insurance
proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored, or (ii)
with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (c) representing
the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the
gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded
in at such time, (d) consisting of any capitalized Interest Expense reflected as additions to property, plant, or equipment in
the consolidated balance sheet of the Company and its Subsidiaries, and/or (e) made from the Net Cash Proceeds of the issuance
of Capital Stock by the Company.


 


Fiscal Month
means a fiscal month of a Fiscal Year.


 


Fiscal Quarter
means a fiscal quarter of a Fiscal Year.


 


Fiscal Year
means the fiscal year of the Company and its Subsidiaries, which period shall be the 12-month period beginning on August 1 and
ending on July 31.


 


Fixed Charge Coverage
Ratio means, for any period of four consecutive Fiscal Quarters of the Company, the ratio of (a) EBITDA for such period less
the actual amount paid by the Company and its Subsidiaries in cash during such period on account of (i) Capital Expenditures (excluding
Capital Expenditures constituting payments in respect of Capital Lease obligations and Capital Expenditures financed by Debt permitted
under Section 11.1(b)) in accordance with Section 11.12.4, plus (ii) the current portion of all income
Taxes, plus (iii) Restricted Payments, to (b) Fixed Charges for such period; provided, however, that prior to the November
30, 2021 testing date, the amounts in the numerator and denominator of the ratio shall be for the actual full months elapsed: i.e.,
for the January 31, 2021 testing date, EBITDA (and addbacks) shall be for the trailing two month period, and the amount of Fixed
Charges shall likewise be for such two month period, building gradually to a full trailing twelve month test at November 30, 2021,
and for each Fiscal Quarter thereafter.


 


Fixed Charges
means for the Company and its Subsidiaries for any period, the sum (without duplication) of (a) cash Interest Expense for such
period, and (b) scheduled principal payments made or required to be made on Total Debt during such period.


 






    9


     


    

 


Foreign Lender
means any Lender that is organized under the laws of a jurisdiction other than that in which the Company is resident for tax purposes.
For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed
to constitute a single jurisdiction.


 


FRB means the
Board of Governors of the Federal Reserve System or any successor thereto.


 


Fund means any
Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.


 


GAAP means generally
accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities
and Exchange Commission, which are applicable to the circumstances as of the date of determination.


 


Governmental Authority
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


Guarantor and
Guarantors means all Subsidiaries and each other Person who may provide a Guaranty from time to time.


 


Guaranty or
Guaranties means the Guaranty and Collateral Agreement and any other guaranty of all or any portion of the Obligations.


 


Guaranty and Collateral
Agreement means the Guaranty and Collateral Agreement dated as of the date hereof executed and delivered by the Loan Parties,
as the same may be amended, restated or otherwise modified from time to time, together with any joinders thereto and any other
guaranty and collateral agreement executed by a Loan Party, in each case in form and substance satisfactory to the Administrative
Agent.


 


Hazardous Substances
means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any
chemicals, materials, pollutant, or substances in concentrations or quantities defined as or included in the definition of “hazardous
substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”,
“restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”,
“pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical,
material, or substance, the exposure to, or release of which such concentration or quantity is prohibited, limited, or regulated
by, or for which any duty or standard of care is imposed pursuant to, any Environmental Law.


 






    10


     


    

 


Hedging Agreement
means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement
designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.


 


Hedging Obligation
means, with respect to any Person, any liability of such Person under any Hedging Agreement. The amount of any Person’s obligation
in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected as a liability in
the financial statements of such Person in accordance with GAAP.


 


Indemnified Liabilities
- see Section 15.14.


 


Indemnified Taxes
means Taxes other than Excluded Taxes.


 


Insurance Proceeds
means any insurance and/or condemnation proceeds payable as a consequence of damage to or destruction of any Collateral or any
other assets of the Company or any other Loan Party.


 


Interest Expense
means for any period the consolidated interest expense of the Company and its Subsidiaries for such period.


 


“IP Security
Agreement” means that certain Confirmatory Grant of Security Interests in Intellectual Property dated as of the Closing
Date by and among Loan Parties and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative
Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


Interest Payment
Date means the first Business Day of each calendar month.


 


Interest Period
means, as to any Loan, the period commencing on the date such Loan is borrowed or continued and ending on the date three months
thereafter, as selected by the Company, and thereafter, LIBOR shall reset at the end of each three month period; provided,
that: (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended
to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the preceding Business Day; (b) any Interest Period that begins on
the last Business Day in a calendar month or on a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;
and (c) the Company may not select any Interest Period for a Revolving Loan which would extend beyond the Maturity Date.


 


Interest Rate Determination
Date means 11:00 a.m. (London time), on the second full Business Day preceding the first day of any Interest Period (unless
such date is not a Business Day, in which event the next succeeding Business Day will be used. The Administrative Agent, at its
option, may change the day established as the Interest Rate Determination Date upon 30 days advanced written notice to the Borrower.


 


Investment means,
with respect to any Person, any investment in another Person, whether by acquisition of any debt or Capital Stock, by making any
loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person (other
than travel and similar advances to employees in the ordinary course of business) or by making an Acquisition.


 






    11


     


    

 


Key Executives
means the individuals identified on Schedule 13.1.12.


 


Key Man Life Insurance
means the current, valid, and fully paid key man life insurance policy insuring the life of Art Smith in the amount of $4,000,000.00,
procured by the Company and naming the Company as the beneficiary, and collaterally assigned to the Administrative Agent as security
for the Obligations.


 


Landlord Agreement
means an agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the landlord and/or
mortgagee of real property leased by a Loan Party, pursuant to which such landlord or mortgagee (a) acknowledges the Liens of the
Administrative Agent on the Collateral located at such real property, and waives any Liens held by it on such Collateral, (b) agrees
to permit the Administrative Agent reasonable access to and use of such real property following the occurrence and during the continuance
of an Event of Default to operate, remove, and/or sell any Collateral stored or otherwise located thereon, (c) agrees to give
the Administrative Agent notice of any default by such Loan Party under the applicable lease, and a reasonable opportunity to cure
such default, (d) consents to the execution and delivery by such Loan Party to the Administrative Agent of a Mortgage encumbering
such Loan Party’s leasehold interest in such real property, and (e) agrees that in the event the Administrative Agent exercises
its rights under such Mortgage, to recognize the Administrative Agent, or any purchaser at a foreclosure sale or other successor,
assignee, or designee of the Administrative Agent as the successor to such Loan Party’s rights under the applicable lease,
entitled to all of the benefits thereunder.


 


Lender - means
the Persons listed on Annex A and any other Person that shall have become party hereto pursuant to an Assignment and Assumption,
other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


Lender Party
- see Section 15.14.


 


LIBOR means
an annual rate, determined by the Administrative Agent on the Closing Date and thereafter on each Interest Rate Determination Date
(which shall be a Business Day) for the next succeeding Interest Period (rounded upwards, if necessary, to the nearest 1/100 of
1%), equal to the greater of (i) as a reference rate, the annual rate reported as the London Interbank Offer Rate applicable to
three month deposits of United States dollars as published by Bloomberg Professional Service on the date of determination, and
(ii) a rate per annum of 1.5%.  If Bloomberg Professional Service (or another nationally recognized rate reporting source
acceptable to Agent) no longer reports the LIBOR Rate or if such interest rate no longer exists, the Administrative Agent may in
good faith select a replacement interest rate or replacement publication, as the case may be.


 


Lien means,
with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or
being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance
of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of
any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.


 






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Loan means any
loan advanced by a Lender to the Company, whether a Closing Date Loan or a Delayed Draw Loan.


 


Loan Documents
means this Agreement, the Notes, the Guaranties, the Collateral Documents, the Warrants, Subordination Agreements, and all documents,
instruments and agreements delivered in connection with the foregoing from time to time.


 


Loan Party or
Loan Parties means, individually or collectively as the context may require, the Company and each Guarantor.


 


Margin Stock
means any “margin stock” as defined in Regulation U.


 


Material Adverse
Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations,
assets, business, or properties of any Loan Party individually or the Company and its Subsidiaries taken as a whole, (b) a
material impairment of the ability of any Loan Party to perform any of the Obligations under any Loan Document or (c) a material
adverse effect upon (i) any substantial portion of the Collateral under the Collateral Documents or upon any substantial portion
of the assets of any Loan Party individually or the Company and its Subsidiaries taken as a whole, or (ii) the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document.


 


Material Contract
means (a) any customer contract or supply agreement to which any Loan Party is a party involving transactions having an aggregate
value, cost or amount in excess of $250,000 per annum, (b) any contract, agreement or instrument evidencing or relating to Indebtedness
of any Loan Party in a principal amount exceeding $100,000, (c) any equipment lease to which any Loan Party is a party having a
term of one year or longer and requiring aggregate rental and other payments in excess of $100,000 per annum, (d) any real property
lease to which any Loan Party is a party either (i) with aggregate annual rental payments in excess of $150,000 or (ii) which constitutes
the corporate headquarters for a Loan Party, (e) any license necessary for or material to the operation of any Loan Parties’
business, (f) any license, contract or other agreement permitting or providing for the use by any Loan Party of any copyright,
trademark, patent or other intellectual property necessary for the operation of any Loan Parties’ business, or (g) any other
contract, agreement, lease, license or agreement for which breach, nonperformance, cancellation or failure to renew could reasonably
be expected to result in a Material Adverse Effect.


 


Maturity Date
means the earlier of (A) (i) November 17, 2024 with respect to Term Loan A, (ii) December 31, 2021 with respect to Term Loan B,
and (iii) November 17, 2024 with respect to the Delayed Draw Loan, or (B) the date to which the Obligations are accelerated
pursuant to ARTICLE XIII.


 


Minority T3NV Shareholders
means, collectively, a Florida limited liability company, an individual, and a Florida limited liability company.


 


Mortgage means
a mortgage, deed of trust, leasehold mortgage, collateral assignment of lease, or similar instrument granting the Administrative
Agent, for the benefit of the Lenders, a Lien on real property and the improvements located thereon, or the leasehold estate therein,
of the Company or any of its Subsidiaries, in form and substance satisfactory to the Administrative Agent.


 






    13


     


    

 


Multiemployer Plan
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any other member of the Controlled
Group may reasonably be expected to have any liability.


 


Net Cash Proceeds
means:


 


(a) with
respect to any Asset Disposition, or the collection of any Extraordinary Receipts, the aggregate cash proceeds (including cash
proceeds received by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as
and when received) received by any Loan Party in connection therewith net of (i) the direct costs relating to such Asset Disposition
or the collection of such Extraordinary Receipts (including reasonable and customary sales commissions and reasonable legal, accounting
and investment banking fees), (ii) taxes paid or reasonably estimated by the Company to be payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) amounts required to
be applied to the repayment of any Debt (other than Debt assumed by the purchaser of such asset) secured by a Permitted Lien on
the asset subject to such Asset Disposition (other than the Loans).


 


(b) with
respect to any issuance of Capital Stock, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net
of the direct costs relating to such issuance (including reasonable and customary sales and underwriters’ commissions);


 


(c) with
respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct
costs of such issuance (including reasonable and customary up-front, underwriters’ and placement fees);


 


(d) with
respect to any Event of Loss, the aggregate cash proceeds received by any Loan Party with respect to Insurance Proceeds net of
the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments; and


 


Non-Consenting Lender
means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders
in accordance with the terms of Section 15.1 and (b) has been approved by the Required Lenders.


 


Note means,
individually and collectively, the Term Loan A Note, the Term Loan B Note and the Delayed Draw Term Note, each as the same may
be amended, restated or otherwise modified from time to time, together with any joinders thereto from time to time.


 


Nexogy means
Nexogy Inc., a Florida corporation.


 


Nexogy Acquisition
means that certain stock Acquisition as contemplated by the Nexogy Acquisition Documents.


 






    14


     


    

 


Nexogy Acquisition
Agreement means that certain Agreement and Plan of Merger dated September 20, 2019 by and among the Company, Nexogy, Nexogy
Mergersub, and Juan Carlos Canto as the representative of the Shareholders (as defined therein) of Nexogy, Inc. (as amended, restated
or otherwise modified from time to time).


 


Nexogy Acquisition
Documents means the Nexogy Acquisition Agreement and any escrow agreement, representation and warranty insurance policy, restrictive
covenant agreement, bill of sale, assignment and assumption agreement, real estate contract, special warranty deed, assignment
of intellectual property, consulting agreement, management agreement, employment agreement, non-compete agreement, transition services
agreement, and side-letter agreement entered into in connection therewith and any and all of the other binding instruments and
agreements executed or delivered in connection with the Nexogy Acquisition.


 


Nexogy Mergersub
means Nexogy Acquisition, Inc., a Florida corporation.


 


Obligations
means all obligations and liabilities (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party
under this Agreement and any other Loan Document including all Loans, all Attorney Costs, and all Hedging Obligations permitted
hereunder which are owed to any Lender or any of its Affiliates, if any, all in each case howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.


 


OFAC - see Section 10.4.


 


Off-Balance Sheet
Liabilities of any Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (b) any liability of such Person under any sale and leaseback transactions which do not create
a liability on the balance sheet of such Person, (c) any liability of such Person under any so-called “synthetic” lease
transaction or (d) any obligation arising with respect to any other transaction which is the functional equivalent of or takes
the place of borrowing but which does not constitute a liability on the balance sheet of such Person.


 


Other Taxes
means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document.


 


Paid in Full
means the payment in full in cash and performance of all Obligations (other than contingent indemnification Obligations to the
extent no claim giving rise thereto has been asserted).


 


Parent means
Digerati Technologies, Inc., a Nevada corporation.


 


Participant
- see Section 15.5.4.


 


Perfection Certificate
means a perfection certificate executed and delivered to the Administrative Agent by a Loan Party.


 






    15


     


    

 


Permitted Acquisition
means any Acquisition by the Company or any other Loan Party, approved by the Administrative Agent.


 


Permitted Capital
Stock means any Capital Stock of the Company that by its terms (or by the terms of any Capital Stock into which it is convertible
or for which it is exchangeable) (a) are not convertible or exchangeable for Debt or any securities that are not Permitted
Capital Stock, (b) (i) do not mature and (ii) are not putable or redeemable at the option of the holder thereof, in each case
in whole or in part on or prior to the date that is six months after the earlier of the scheduled Maturity Date or the actual payment
in full in cash of the Obligations, (c) do not require payments of dividends or distributions in cash on or prior to the date that
is six months after the earlier of the scheduled Maturity Date or the actual payment in full in cash of the Obligations, (d) are
not secured by any Liens on any property or asset of a Loan Party, and (e) are not sold, issued or otherwise transferred in connection
with or as a part of a public offering.


 


Permitted Lien
means a Lien expressly permitted hereunder pursuant to Section 11.3.


 


Person means
any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority, or any other
entity, whether acting in an individual, fiduciary or other capacity.


 


Plan means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of
the Code or Section 302 of ERISA, and in respect of which the Parent, the Borrower or any of their respective ERISA Affiliates
is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.


 


Pledge Agreement
means each Pledge Agreement executed and delivered by the Company (and each other applicable Loan Party) to the Administrative
Agent covering all of the issued and outstanding Capital Stock of the Subsidiaries of the Company, as the same may be amended,
restated or otherwise modified from time to time, together with any joinders thereto from time to time, in each case in form and
substance satisfactory to the Administrative Agent.


 


PPP means the
Paycheck Protection Program established under the CARES Act.


 


PPP Loan means,
individually and collectively, (i) that certain unsecured, non-guaranteed Promissory Note made by Shift8 in favor of the SBA Lender
in the original principal amount of $86,000.00 under the PPP, (ii) that certain unsecured, non-guaranteed Promissory Note made
by T3FL in favor of the SBA Lender in the original principal amount of $213,100.00 under the PPP, and (iii) that certain unsecured,
non-guaranteed Promissory Note made by the Parent in favor of the SBA Lender in the original principal amount of $62,500.00 under
the PPP.


 


PPP Period means
the period of time beginning on April 22, 2020 through and including October 22, 2020, or as such period may be extended under
the CARES Act.


 


Premium - see
Section 4.4.


 


Pro Rata Share
means as to a particular Lender, the percentage obtained by dividing the amount of such Lender’s Commitment by the amount
of the Commitments of all Lenders.


 






    16


     


    

 


Recurring Revenue
means the Company’s recurring revenue recognized in accordance with GAAP; provided, however, specifically excluding the Company’s
revenue from, if and as applicable, (i) non-recurring professional services, (ii) transaction revenue not received in the ordinary
course of business, (iii) sales of services not in the ordinary course of business, (iv) one-time, non-recurring transactions,
installation, implementation and other set-up fees and (v) add-on purchases by the Company’s existing customers not resulting
in recurring revenue. Bank acknowledges that the Company’s calculations of Recurring Revenue in the financial statements
of the Company provided to Bank on or before the Effective Date are consistent with the foregoing in this definition.


 


Register has
the meaning assigned to that term in Section 15.5.3.


 


Regulation D
means Regulation D of the FRB.


 


Regulation U
means Regulation U of the FRB.


 


Related Agreements
means the Equity Documents, the Acquisition Documents, the Warrant and the Employment Agreements.


 


Related Parties
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, service providers, advisors and representatives of such Person and of such Person’s Affiliates.


 


Related Transactions
means the transactions contemplated by the Related Agreements.


 


Required Lenders
means, at any time, Lenders whose aggregate Pro Rata Shares exceed 50%.


 


Restricted Payment
means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of
Capital Stock of the Company or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking
fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class
of Capital Stock of the Company or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire,
or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock
of the Company or any of its Subsidiaries, now or hereafter outstanding, (d) any payment with respect to any earnout obligation,
(e)  any payment of principal, premium, interest, fees, or expenses in respect of any Subordinated Debt other than the Approved
Subordinated Debt, (f) any prepayment of principal, premium, interest, fees, or expenses in respect of, or any redemption, purchase,
retirement, defeasance, sinking fund, or similar payment with respect to, any Debt of the Company or any of its Subsidiaries (other
than the Obligations), (g) the payment by the Company or any of its Subsidiaries of any management, advisory or consulting
fee to any Person, or (h) the payment of any extraordinary salary, bonus or other form of compensation to any Person who is directly
or indirectly a partner, shareholder, owner or executive officer of any such Person.


 


SBA Lender means
The Bank of San Antonio.


 






    17


     


    

 


Senior Debt
means at any time, without duplication, the unpaid principal amount of the Loans, all accrued and unpaid interest thereon, and
all other Debt of the Company and its Subsidiaries, determined on a consolidated basis, then outstanding; excluding (a) Contingent
Liabilities (except to the extent constituting Contingent Liabilities in respect of Debt of a Person other than any Loan Party),
(b) Hedging Obligations, (c) Debt of the Company to Wholly-Owned Subsidiaries and Debt of Subsidiaries to the Company or to other
Wholly-Owned Subsidiaries, (d) contingent obligations in respect of undrawn letters of credit and (e) Subordinated Debt.


 


Senior Leverage
Ratio means, as of any date of determination with respect to the Company and its Subsidiaries, the ratio of (a) Senior Debt
as of such date to (b) EBITDA for the period of four consecutive Fiscal Quarters most recently ended on or immediately prior to
such date.


 


Senior Officer
means, with respect to any Loan Party, the chief executive officer of such Loan Party.


 


Servicer means
any servicer approved by the Administrative Agent in its sole discretion.


 


Shift8 means
Shift8 Networks, Inc. (d/b/a T3 Communications), a Texas corporation.


 


State Regulatory
Agency means any state, provincial, municipal or local Governmental Authority that exercises jurisdiction over the rates or
services or the ownership, construction or operation of the business of the Company or over the Persons who own, construct or operate
the business of the Company.


 


Subordinated Debt
means any Debt of the Company and/or its Subsidiaries which (i) has subordination terms, covenants, pricing and other terms
which have been approved in writing by the Administrative Agent, and (ii) is subject to a Subordination Agreement.


 


Subordination Agreements
means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders
from time to time, in form and substance and on terms and conditions satisfactory to Administrative Agent.


 


Subsidiary means,
with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly
or indirectly, such number of outstanding Capital Stock as have more than 50% of the ordinary voting power for the election of
directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise
requires, each reference to Subsidiaries herein shall be a reference to all Subsidiaries of the Company, including, without limitation,
Nexogy, Shift8 and T3FL.


 


T3FL means T3
Communications, Inc., a Florida corporation.


 


Tax Distributions
means distributions by the Subsidiaries to the Company, which are in turn distributed by the Company to the holders of its Capital
Stock in respect of estimated and final federal, state and local income Taxes attributable to the taxable income of the Company
and its Subsidiaries for each year, taking into account prior losses that can be used to offset current Taxes due.


 






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


 


Term Loan A
means any Loan made pursuant to any Lender’s Term Loan A Commitment.


 


Term Loan B
means any Loan made pursuant to any Lender’s Term Loan B Commitment.


 


Term Loan A Commitment
means, as to any Lender, such Lender’s commitment to make a Term Loan A on the Closing Date. The amount of each Lender’s
commitment to make Loans on the Closing Date is set forth on Annex A. The aggregate amount of the Term Loan A Commitments
on the Closing Date is $10,500,000.


 


Term Loan B Commitment
means, as to any Lender, such Lender’s commitment to make a Term Loan B on the Closing Date. The amount of each Lender’s
commitment to make Loans on the Closing Date is set forth on Annex A. The aggregate amount of the Term Loan B Commitments
on the Closing Date is $3,500,000.


 


Term Loan A Note
means that certain Term Loan A Note made as of the Closing Date by the Company to the order of Lender, as the same may be amended,
restated or otherwise modified from time to time, together with any joinders thereto from time to time, substantially in the form
of Exhibit A.


 


Term Loan B Note
means that certain Term Loan B Note made as of the Closing Date by the Company to the order of Lender, as the same may be amended,
restated or otherwise modified from time to time, together with any joinders thereto from time to time, substantially in the form
of Exhibit B.


 


Total Debt means
at any time, without duplication, the unpaid principal amount of the Loans, all accrued and unpaid interest thereon, and all other
Debt of the Company and its Subsidiaries, determined on a consolidated basis, then outstanding; excluding (a) Contingent Liabilities
(except to the extent constituting Contingent Liabilities in respect of Debt of a Person other than any Loan Party), (b) Hedging
Obligations, (c) Debt of the Company to Wholly-Owned Subsidiaries and Debt of Subsidiaries to the Company or to other Wholly-Owned
Subsidiaries, and (d) contingent obligations in respect of undrawn letters of credit.


 


UCC is defined
in the Guaranty and Collateral Agreement.


 


Unfinanced Capital
Expenditures means, for any period, all Capital Expenditures other than Financed Capital Expenditures for such period.


 


Unmatured Event
of Default means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of
Default.


 


Warrants means
the Warrants issued by the Parent to the Lenders.


 






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Withdrawal Liability
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 


Wholly-Owned Subsidiary
means, as to any Person, a Subsidiary all of the Capital Stock of which (except directors’ qualifying Capital Stock) are
at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.


 


1.2 Other
Interpretive Provision.


 


(a) The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b) Section,
Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.


 


(c) The
term “including” is not limiting and means “including without limitation.”


 


(d) In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”, and the word
“through” means “to and including.”


 


(e) Unless
otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents)
and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications
thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms
of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory
provisions amending, replacing, supplementing or interpreting such statute or regulation.


 


(f) This
Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.


 


(g) This
Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Administrative
Agent, the Company, the Lenders and the other parties thereto and are the products of all parties. Accordingly, they shall not
be construed against the Administrative Agent or the Lenders merely because of the Administrative Agent’s or Lenders’
involvement in their preparation.


 


(h) Unless
the context otherwise requires, accounting terms herein that are not defined herein shall be determined under GAAP. All financial
measurements contemplated hereunder respecting the Company shall be made and calculated on a consolidated basis in accordance with
GAAP unless expressly provided otherwise herein. Notwithstanding the foregoing, all terms of an accounting or financial nature
used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect
to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any
indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein.


 






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1.3 Change
in Accounting Principles. If, after the date of this Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements required to be delivered to the Administrative Agent hereunder and such change shall result
in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Company
or the Required Lenders may by notice to the Lenders and the Company, respectively, require that the Lenders and the Company negotiate
in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with
the desired result being that the criteria for evaluating the financial condition of the Loan Parties shall be the same as if
such change had not been made. No delay by the Company or the Required Lenders in requiring such negotiation shall limit their
right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard,
or term is amended in accordance with this Section 1.3, financial covenants shall be computed and determined in accordance
with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Company
shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant
hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change
in accounting principles after the date hereof.


 


ARTICLE II

COMMITMENTS OF THE LENDERS; EVIDENCE OF LOANS


 


2.1 Commitments
of the Lenders.


 


(a) Closing
Date Commitments. Subject to the terms and conditions herein set forth, including those set forth in Section 12.1,
each Lender hereby agrees severally, but not jointly, to make a Loan directly (and not through the Administrative Agent) to the
Company on the Closing Date in an amount equal to such Lender’s Pro Rata share of the aggregate Closing Date Commitments.
The Closing Date Commitments of the Lenders shall expire concurrently with the disbursement of the Closing Date Loans on the Closing
Date.


 


(b) Delayed
Draw Commitments. Subject to the terms and conditions herein set forth, each Lender hereby agrees severally, but not jointly,
to make Loans directly (and not through the Administrative Agent) to the Company from time to time in an amount equal to such
Lender’s Pro Rata share of the aggregate Delayed Draw Commitments. The Delayed Draw Commitments of the Lenders shall expire
on the last day of the Delayed Draw Commitment Period. In addition to the Company satisfying the conditions to the making of a
Delayed Draw Loan set forth in Section 12.2:


 


(i) The
aggregate principal amount of each Delayed Draw Loan shall be for no less than $1,000,000 (or a larger multiple of $1,000,000);
and


 


(ii) No
more than one Delayed Draw Loan may be requested in any single calendar month.


 






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(c) Each
request for a Loan must be made by the Company in writing to the Administrative Agent, such Borrowing Request shall be in the form
attached hereto as Exhibit F setting forth, among other things, (A) the proposed Funding Date, (B) the aggregate principal
amount of such requested Loans, and (C) the wire instructions for Company’s account where funds should be sent. With respect to
the Delayed Draw Loan, such Borrowing Request shall be made to the Administrative Agent at least 30 days prior to the proposed
Delayed Draw Date. Following receipt of a Borrowing Request, the Administrative Agent shall notify the Lenders of their pro rata
share of such Funding;


 


(d) Each
Lender shall make available all amounts it is to fund to Company in immediately available funds and will remit such amounts, in
immediately available funds and in Dollars to Company, by remitting the same to such Persons and such accounts as may be designated
by Company to the Administrative Agent in writing. The failure of any Lender to make available the amounts it is to fund to Company
hereunder or to make a payment required to be made by it under any credit document shall not relieve any other Lender of its obligations
under any credit document, but no Lender shall be responsible for the failure of any other Lender to make any payment required
to be made by such other Lender under any credit document.


 


(e) General.
The failure of any Lender to make its Loan on the Closing Date or a Delayed Draw Date (as applicable) shall not relieve any other
Lender of its obligation (if any) to make its Loan on such date, but no Lender shall be responsible for the failure of any other
Lender to make any Loan to be made by such other Lender. Any Loan which is repaid or prepaid may not be reborrowed.


 


2.2 Notes.
If requested by a Lender, such Lender’s Loan shall be evidenced by a Note, with appropriate insertions, payable to the order
of such Lender in a face principal amount equal to the sum of such Lender’s Loan.


 


2.3 Recordkeeping.
The Administrative Agent, on behalf of each Lender, shall record in the Register, the date and amount of the Loan made by each
Lender, each repayment thereof and the amount of any principal or interest due and payable or to become due and payable from the
Company to each Lender hereunder. The amounts so recorded shall be rebuttably presumptive evidence of the principal amount of
the Loans owing and unpaid and accrued and unpaid interest thereon. The failure to so record any such amount or any error in so
recording any such amount shall not, however, limit or otherwise affect the Obligations of the Company hereunder or under any
Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon. In the event of any discrepancy
between records kept by a Lender and the Register, the amounts recorded by the Administrative Agent in the Register shall control.


 


ARTICLE III

INTEREST


 


3.1 Interest.
Subject to Section 3.2, the unpaid principal amount of the Loans shall bear interest at the rate described in the
applicable Note.


 


3.2 Default
Interest. Notwithstanding Section 3.1, if any Event of Default shall occur and be continuing, at the election
of the Required Lenders in their sole discretion, the unpaid Obligations shall bear interest at the Default Rate, retroactive
to the date such Event of Default occurred or such later date as the Required Lenders may specify, provided that such increase
may thereafter be rescinded by the Required Lenders, notwithstanding Section 15.1. Notwithstanding the foregoing,
upon the occurrence of an Event of Default under Sections 13.1.1 or 13.1.4, such increase shall occur automatically.


 






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3.3 Interest
Payments; PIK. The Company promises to pay accrued interest on each Loan in arrears on each Interest Payment Date and at maturity
provided that, so long as no Event of Default exists and is continuing, at the Company’s option and upon five (5)
Business Days’ prior written notice to the Administrative Agent, the Company may elect to defer until the Maturity Date
payment of accrued and unpaid interest otherwise due and payable with resepct to any Loan on the Interest Payment Election Date
at a per annum rate of: (i) from the Closing Date through and including the first anniversary thereof, up to 5.0%, (ii) from the
day after the first anniversary of the Closing Date through and including the second anniversary of the Closing Date, up to 4.0%,
and (iii) from the day after the second anniversary of the Closing Date through and including the third anniversary of the Closing
Date, up to 3.0%. All accrued and unpaid interest the payment of which is so deferred shall (a) be compounded and added to the
unpaid principal balance of the applicable Loan on the applicable Interest Payment Date, (b) itself accrue interest at the rate
then applicable under Section 3.1 and (c) be paid as otherwise required by the terms of this Agreement. After maturity,
and at any time an Event of Default exists and is continuing, the Company promises to pay accrued interest on the applicable Loan
on demand by the Administrative Agent.


 


3.4 Computation
of Interest. Interest and fees shall be computed for the actual number of days elapsed on the basis of a year of 360 days.


 


3.5 Maximum
Rate. This Agreement, the Notes and the other Loan Documents are hereby limited by this Section 3.5. In no event,
whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted
for, charged, received, paid, or agreed to be paid to the Administrative Agent and/or the Lenders exceed the maximum amount permissible
under applicable law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to the Administrative
Agent and/or the Lenders in excess of the maximum amount permissible under applicable law, the interest and fees shall be reduced
to the maximum amount permitted under applicable law. If from any circumstance, the Administrative Agent and/or the Lenders shall
have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to such
excess interest shall be applied to the reduction of the principal amount of the Loans, in such order and manner as may be determined
by the Administrative Agent, and not to the payment of fees or interest, and if such excessive interest exceeds the unpaid balance
of the principal amount of the Loans, such excess shall be refunded to the Loan Parties.


 


ARTICLE IV

FEES; PREMIUM


 


4.1 Administrative
Agent’s Fees. The Company agrees to pay to the Administrative Agent such fees as are mutually agreed to from time to
time by the Company and the Administrative Agent, including a $25,000 administrative fee on the Closing Date and on the first
day of each calendar quarter thereafter, which fee shall be fully earned when due and payable and shall be nonrefundable and non-proratable.


 



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4.2 Original
Issue Discount. The Company agrees that the Lenders are issuing the Loans at an original issue discount of 2.50% on the aggregate
Commitments. Accordingly, the Company agrees that an aggregate amount of $500,000 shall be net funded to the Administrative Agent,
for the benefit of the Lenders, on the Closing Date.


 


4.3 Unused
Facility Fee. The Company shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a commitment fee
at an annual rate equal to the average daily amount of the unused aggregate Delayed Draw Commitments during the Delayed Draw Commitment
Period multiplied by 0.5%. Accrued commitment fees shall be payable monthly in arrears on the first Business Day of each month
and on the last day of the Delayed Draw Commitment Period based upon the average daily unused amount of the Delayed Draw Commitments
during the prior month (or the portion of the current month in the case of the commitment fee payable on the last day of the Delayed
Draw Commitment Period), which fee shall be fully earned when due and payable and shall be nonrefundable and non-proratable.


 


4.4 Premium.
Concurrently with each prepayment of the Loans (other than Term Loan B and regularly scheduled installments and mandatory prepayments
under Sections 6.2(d) and Error! Reference source not found.), whether such prepayment occurs prior
to, on or after the Maturity Date, the Company agrees to pay to the Administrative Agent, for the ratable benefit of the Lenders,
a premium (“Premium”) equal to:


 


(a) for
each prepayment on or before November 17, 2021, 12.0% of the principal amount of the Loans being prepaid;


 


(b) for
each prepayment after November 17, 2021 but on or before November 17, 2022, 10.0% of the principal amount of the Loans being
prepaid;


 


(c) for
each prepayment after November 17, 2022 but on or before November 17, 2023, 8.0% of the principal amount of the Loans being
prepaid; and


 


(d) for
each prepayment after November 17, 2023 0.00% of the principal amount of the Loans being prepaid.


 


4.5 Servicing
Fees. Pursuant to Section 14.5, the Administrative Agent has delegated to its Servicer certain of its obligations
to monitor the Loans, to prepare and send invoices to the Company, to collect payments from the Company, to apportion among, and
remit payments to, the Lenders, and to maintain the Register. The Company agrees to pay directly to Servicer, as and when invoiced,
up to $20,000 per annum for these services, plus the Servicer’s one time fees associated with initial servicing and administration
in an amount equal to $5,000. The Company shall continue these payments until the Obligations are Paid in Full or the Company
is notified by the Administrative Agent that the Servicer is no longer performing these functions.


 






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ARTICLE V

REPAYMENTS


 


5.1 Payment
at Maturity. Unless sooner Paid in Full, the outstanding principal balance of the Loans and all other unpaid Obligations,
together with all accrued and unpaid interest thereon, shall be due and payable in full on the applicable Maturity Date.


 


ARTICLE VI

PREPAYMENTS


 


6.1 Voluntary
Prepayments. The Company from time to time voluntarily may prepay the Loans in whole or in part; provided that the
Company shall give the Administrative Agent (who shall promptly advise each Lender) written notice thereof not later than 11:00 a.m.,
New York time, at least five (5) Business Days prior to the date of such prepayment (which shall be a Business Day), specifying
the date and amount of prepayment. Any partial prepayment shall be in an amount equal to $1,000,000 or a higher integral multiple
of $1,000,000. Each prepayment of the Loans shall be accompanied by accrued and unpaid interest on the principal amount of the
Loans being prepaid through the date of prepayment, any applicable Premium, and all other Obligations which then are due and payable.


 


6.2 Mandatory
Prepayments. The Company shall prepay the Loans until Paid in Full:


 


(a) concurrently
with the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition in excess of $200,000 in the aggregate in
any single Fiscal Year, in an amount equal to 100% of such Net Cash Proceeds;


 


(b) concurrently
with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Stock of any Loan Party (excluding (i)
any issuance of Permitted Capital Stock of the Company pursuant to any employee or director option program, benefit plan, or compensation
program, up to an aggregate amount of $200,000 in any Fiscal Year, (ii) any issuance of Permitted Capital Stock of the Company,
the Net Cash Proceeds of which are used by the Company to make Financed Capital Expenditures, and (iii) the issuance of any Capital
Stock pursuant to Section 11.5(d)) in an amount equal to 100% of all such Net Cash Proceeds received by the Loan Parties
after the Closing Date;


 


(c) concurrently
with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted
by Section 11.1), in an amount equal to 100% of all such Net Cash Proceeds;


 


(d) concurrently
with the receipt by any Loan Party of any Net Cash Proceeds from any Insurance Proceeds as a result of an Event of Loss, if the
aggregate amount of such Net Cash Proceeds received by the Loan Parties in connection with such Event of Loss and all other Events
of Loss occurring during the current Fiscal Year exceeds $200,000.00, in an amount equal to 100% of such excess; provided,
that, if no Event of Default exists at the time of receipt of any such Net Cash Proceeds, subject to the prior written approval
of the Administrative Agent in its reasonable discretion, such prepayment shall not be required to the extent the Company reinvests
the Net Cash Proceeds of such Event of Loss in productive assets useful in the business of the Company or any of its Subsidiaries
within 90 days after the date of such Event of Loss or enters into a binding commitment therefor within said 90 day period and
promptly thereafter makes such reinvestment.


 






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The Company will give
the Administrative Agent at least five (5) Business Days’ prior written notice of each mandatory prepayment.


 


6.3 Application
of Prepayments. All prepayments shall be applied as follows:


 


(a) first,
to all fees (other than Premium) and expenses then due and owing to the Administrative Agent and the Lenders;


 


(b) second,
to accrued and unpaid interest on Term Loan A and the Delayed Draw Loan on a pari passu basis;


 


(c) third,
to any unpaid applicable Premium then due and owing with respect to Term Loan A and the Delayed Draw Loan on a pari passu
basis;


 


(d) fourth,
to the remaining scheduled installments of principal of Term Loan A and the Delayed Draw Loan on a pari passu basis in the
inverse order of maturity, unless an Event of Default exists, in which case the provisions of Section 7.2 shall be applicable
with respect to application of the proceeds thereof;


 


(e) fifth,
to accrued and unpaid interest on Term Loan B;


 


(f) sixth,
to any unpaid applicable Premium then due and owing with respect to Term Loan B; and


 


(g) last,
to the remaining scheduled installments of principal of Term Loan B in the inverse order of maturity, unless an Event of Default
exists, in which case the provisions of Section 7.2 shall be applicable with respect to application of the proceeds thereof.


 


Notwithstanding the
foregoing, the Parent may retain the first $1,500,000.00 of proceeds from the Convertible Note Offering for working capital and
general corporate purposes and, thereafter, all amounts from the Convertible Note Offering must be distributed to the Company and
used by the Company to prepay accrued and unpaid interest and principal on Term Loan B until such Term Loan B is Paid in Full,
after which any remaining proceeds may be retained by Parent for working capital and general corporate purposes. Notwithstanding
the foregoing, to the extent any amounts under any PPP Loan are not forgiven pursuant to the CARES Act and the regulations promulgated
thereunder, then the Parent must use proceeds in respect of the Convertible Note Offering (including, without limitation, from
the first $1,500,000.00 of proceeds in respect of the Convertible Note Offering) to repay any and all outstanding amounts owed
under such PPP Loan.


 






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ARTICLE VII

MAKING AND PRORATION OF PAYMENTS; TAXES.


 


7.1 Making
of Payments. All payments of principal or interest on the Loans, and of all fees and expenses, shall be made by the Company
to the Administrative Agent in immediately available funds at the office specified by the Administrative Agent not later than
2:00 p.m., New York time, on the date due; and funds received after that hour in the discretion of the Administrative Agent may
be deemed to have been received by the Administrative Agent on the following Business Day. The Administrative Agent shall promptly
remit to each Lender its share of all such payments received in collected funds by the Administrative Agent for the account of
such Lender. All payments under Section 8.1 shall be made by the Company directly to the Lender entitled thereto without
setoff, counterclaim or other defense.


 


7.2 Application
of Certain Payments. So long as no Event of Default has occurred and is continuing, (a) payments matching specific scheduled
payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as
set forth in Section 6.3. After the occurrence and during the continuance of an Event of Default, all amounts collected
or received by the Administrative Agent or any Lender from the Company, any Loan Party, or as proceeds from the sale of, or other
realization upon, all or any part of the Collateral or their other assets shall be applied prior to an acceleration of the Obligations
as the Administrative Agent shall determine in its discretion, or, in the absence of a specific determination by the Administrative
Agent, as set forth in the Guaranty and Collateral Agreement. Concurrently with each remittance to any Lender of its share of
any such payment, the Administrative Agent shall advise such Lender as to the application of such payment.


 


7.3 Due Date
Extension. If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which
is not a Business Day, then such due date shall be extended to the immediately following Business Day and, in the case of principal,
additional interest shall accrue and be payable for the period of any such extension.


 


7.4 Proration
of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset,
counterclaim, or otherwise), on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 8.2
or 15.5, in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account
of principal of and interest on the Loans then held by them, then such Lender shall notify the Administrative Agent, in writing,
of such fact, and shall purchase (for cash at face value) from the other Lenders such participations in the Loans held by them,
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; provided
that (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (b) the
provisions of this paragraph shall not be construed to apply to (i) any payment made by the Company pursuant to and in accordance
with the express terms of this Agreement, or (ii) any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans to any Assignee or Participant, other than to the Company or any Subsidiary thereof (as
to which the provisions of this paragraph shall apply). The Company consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise
against the Company rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of the Company in the amount of such participation.


 






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7.5 Setoff.
All payments made by the Company hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense.
The Company, for itself and each other Loan Party, agrees that the Administrative Agent and each Lender have all rights of set-off
and bankers’ lien provided by applicable law, and in addition thereto, the Company, for itself and each other Loan Party,
agrees that at any time any Event of Default exists, the Administrative Agent and each Lender may apply to the payment of any
Obligations of the Company and each other Loan Party hereunder, whether or not then due, any and all balances, credits, deposits,
accounts or moneys of the Company and each other Loan Party then or thereafter with the Administrative Agent or such Lender.


 


7.6 Taxes.


 


7.6.1 Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Company hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if
the Company shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments,
then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable
to additional sums payable under this Section) the Administrative Agent or any Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the
Company shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


 


7.6.2 Payment
of Other Taxes by the Company. Without limiting the provisions of Section 7.6.1 above, the Company shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


7.6.3 Indemnification
by the Company. The Company shall indemnify the Administrative Agent and each Lender, within five (5) days after demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 7.6) paid by the Administrative Agent or such Lender, as the
case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other 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 the Company by a Lender (with a copy to the Administrative Agent),
or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


7.6.4 Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Company to a Governmental
Authority, the Company shall deliver to the Administrative 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
satisfactory to the Administrative Agent.


 






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7.6.5 Status
of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Company is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect
to payments hereunder or under any other Loan Document shall deliver to the Company (with a copy to the Administrative Agent),
at the time or times prescribed by applicable law or reasonably requested by the Company or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if requested by the Company or the Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will
enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements.


 


Without limiting the
generality of the foregoing, in the event that the Company is resident for tax purposes in the United States of America, any Foreign
Lender shall deliver to the Company and the Administrative 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 request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:


 


(i) duly
completed copies of Internal Revenue Service Form W-8BEN or W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States of America is a party;


 


(ii) duly
completed copies of Internal Revenue Service Form W-8ECI;


 


(iii) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x)
a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of the Company within the meaning of section 881(c)(3)(B) of the Code,
or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies
of Internal Revenue Service Form W-8BEN; or


 


(iv) any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding
tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Company
to determine the withholding or deduction required to be made.


 


7.6.6 Compliance
with FATCA. 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 Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent
at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent
such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative
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 to deduct and withhold from such payment. Solely for purposes of this Section 7.6.6,
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






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7.6.7 Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Company to do so), and (ii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative 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 the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
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
the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 7.6.7.


 


7.6.8 Treatment
of Certain Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund
of any Taxes or Other Taxes as to which it has been indemnified by the Company or with respect to which the Company has paid additional
amounts pursuant to this Section, it shall pay to the Company an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Company under this Section 7.6 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may
be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided
that the Company, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the
Company (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent
or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.
This paragraph shall not be construed to require the Administrative Agent or any Lender or to make available its tax returns (or
any other information relating to its taxes that it deems confidential) to the Company or any other Person.


 


ARTICLE VIII

INCREASED COSTS


 


8.1 Increased
Costs.


 


8.1.1 Generally.
If any Change in Law shall:


 


(i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender;


 


(ii) subject
any Lender to any tax of any kind whatsoever with respect to this Agreement, or any Loan made by it, or change the basis of taxation
of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 7.6 and
the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or


 






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(iii) impose
on any Lender any other condition, cost or expense affecting this Agreement or Loans made by such Lender;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan or of maintaining its
obligation to make any such Loan, or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Company will
pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.


 


8.1.2 Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or
such Lender’s holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate
of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies
and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Company
will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company
for any such reduction suffered.


 


8.1.3 Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company as specified in Section 8.1.1 or 8.1.2 and delivered to the Company shall be conclusive absent
manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof.


 


8.1.4 Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate
a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date
that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


8.2 Mitigation
of Circumstances; Replacement of Lenders.


 


8.2.1 Mitigation
of Circumstances. If any Lender requests compensation under Section 8.1, or requires the Company to pay additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 7.6, then such
Lender shall (at the request of the Company) use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 8.1
or Section 7.6, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment.


 






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8.2.2 Replacement
of Lenders. If any Lender requests compensation under Section 8.1, or if the Company is required to pay additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 7.6 and, in
each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 8.2.1,
or if any Lender is a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in, and consents required by, Section 15.5), all of its interests, rights and obligations
under this Agreement and the related Loan Documents to an Assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that:


 


(i) the
Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 15.5;


 


(ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts);


 


(iii) in
the case of any such assignment resulting from a claim for compensation under Section 8.1 or payments required to be
made pursuant to Section 7.6, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv) such
assignment does not conflict with applicable law; and


 


(v) in
the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation cease to apply.


 


8.3 Conclusiveness
of Statements; Survival of Provisions. Determinations and statements of any Lender pursuant to Section 8.1 shall
be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation
under Section 8.1, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of
any Notes, and termination of this Agreement.


 






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ARTICLE IX

REPRESENTATIONS AND WARRANTIES.


 


To induce the Administrative
Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans, until the expiration or termination
of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are Paid in Full, each Loan
Party (and, to the extent applicable, Parent), jointly and severally, represents and warrants to the Administrative Agent and the
Lenders that:


 


9.1 Organization;
Locations of Executive Office; FEIN. Each Loan Party is validly existing and in good standing under the laws of its jurisdiction
of organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its
activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify could
not reasonably be expected to have a Material Adverse Effect. Schedule 9.1 sets forth as of the Closing Date (a) the
jurisdiction of organization of each Loan Party, (b) each Loan Party’s chief executive office, (c) each Loan Party’s
exact legal name as it appears on its organizational documents, (d) each Loan Party’s organizational identification
number (to the extent such Loan Party is organized in a jurisdiction which assigns such numbers) and (e) each Loan Party’s
federal employer identification number. Each Loan Party was formed in compliance with all applicable Laws. The Company owns and
controls (i) no less than 100% of the voting and non-voting Capital Stock of each of T3FL, Nexogy and Shift8, (ii) voting Capital
Stock of each of T3FL, Nexogy and Shift8 in an amount sufficient to elect, or to have the right and power to designate, at least
a majority of the Board of each of T3FL, Nexogy and Shift8, and (iv) directly or indirectly, owns and controls 100% of each class
of the outstanding Capital Stock of any other Subsidiary. The Parent owns and controls (i) no less than 80.01% of the voting and
non-voting Capital Stock of the Company, and the Minority T3NV Shareholders own, in the aggregate, 19.99% of the voting and non-voting
Capital Stock of the Company and (ii) 100% of the voting and non-voting Capital Stock of Digerati Networks, Inc., a Texas corporation.


 


9.2 Equity
Ownership; Subsidiaries. All issued and outstanding Capital Stock of each Loan Party are duly authorized and validly issued
and free and clear of all Liens (except those in favor of the Administrative Agent), and such securities were issued in compliance
with all applicable state and federal laws concerning the issuance of securities. Schedule 9.2 sets forth as of the
Closing Date the authorized Capital Stock of each Loan Party (including the Company), all of the issued and outstanding Capital
Stock of each Loan Party and the legal and beneficial owners thereof. The Company and the Parent does not have and shall not have
(after the Closing Date) Subsidiaries that are not Wholly-Owned Subsidiaries, except as otherwise described in Section 9.1.
As of the Closing Date, except as set forth on Schedule 9.2, there are no pre-emptive or other outstanding rights,
options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital
Stock of any Loan Party.


 


9.3 Authorization;
No Conflict. Each Loan Party and the Parent is duly authorized to execute and deliver each Loan Document to which it is a
party, the Company is duly authorized to borrow monies hereunder and each Loan Party and the Parent is duly authorized to perform
its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party and
the Parent of each Loan Document to which it is a party, and the borrowings by the Company of the Loans, do not and will not,
with respect to each Loan Party: (a) require any consent or approval of, or any filing with, any Governmental Authority (other
than any consent or approval which already has been obtained and is in full force and effect, or any action or filing which has
been taken), except for (i) certain filings to establish and perfect the Liens in favor of the Administrative Agent, (ii) filing
of certain of the Loan Documents with any Governmental Authority, (iii) any State Regulatory Agency or any other Governmental
Authority authorizations and filings required from time to time in the ordinary course of business of the Loan Parties, and (iv)
for any State Regulatory Agency or any other Governmental Authority approvals in connection with the exercise of certain rights
or remedies under the Loan Documents; (b) (i) contravene any provision of law, (ii) contravene or result in a default
under the charter, by-laws, limited liability company agreement or other organizational documents of any Loan Party or the Parent
or any of the Equity Documents, or (iii) violate, conflict with, or result in a breach of any material agreement, indenture,
instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or the Parent or any of their
respective properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party,
other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents.


 






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9.4 Validity
and Binding Nature. Each of this Agreement, each other Loan Document to which any Loan Party or the Parent is a party is the
legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity
(regardless of whether considered in a proceeding in equity or at law).


 


9.5 Financial
Condition. The audited consolidated financial statements of the Company and the Subsidiaries of the Company (with the exception
of Nexogy) at the time of such financial statements, for the twelve-month period ending December 31, 2019, copies of each of which
have been delivered to each Lender, were prepared in accordance with the Company’s past accounting practices consistently
applied and present fairly the consolidated financial condition of the Company and its Subsidiaries as at such dates and the results
of their operations for the periods then ended. The projections of the future operations of the Loan Parties provided by the Company
to the Lenders prior to the Closing Date are based on assumptions believed by the Company to be reasonable in light of current
facts and circumstances and represent the best estimates of the Company as of the Closing Date of the future financial performance
of the Loan Parties, it being acknowledged by the Administrative Agent and the Lenders that such financial projections are no
guarantee of future results, that actual financial performance may differ from that projected, and that the projections are subject
to the uncertainty inherent in any financial projection.


 


9.6 No Material
Adverse Change. Since December 31, 2019, there has been no material adverse change in the financial condition, operations,
assets, business, or properties of the Loan Parties, individually or in the aggregate.


 


9.7 Litigation
and Contingent Liabilities. No litigation, arbitration proceeding or governmental investigation or proceeding is pending or,
to the knowledge of the Company, threatened against any Loan Party or the Parent which could reasonably be expected to have a
Material Adverse Effect. Neither the Parent nor any Loan Party has any Contingent Liabilities which could reasonably be likely
to have a Material Adverse Effect.


 






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9.8 Ownership
of Properties; Liens. Each Loan Party and the Parent owns good and, in the case of real property, marketable, title to, or
holds valid leasehold interests in, all of its properties and assets, real and personal, tangible and intangible, of any nature
whatsoever, free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks,
service marks, copyrights and the like), except for Permitted Liens. There are no financing statements, mortgages or similar documents
executed by the Company or any of its Subsidiaries or of public record against the Company or any of its Subsidiaries, except
with respect to Permitted Liens.


 


9.9 Business,
Property and Licenses of the Loan Parties.


 


9.9.1 Business
and Property. Upon the Closing the Company will be the owner or lessee of all property and will hold, or will hold the Capital
Stock of a Subsidiary which holds, all licenses and permits necessary to conduct the Company operations, in each case in conformity
in all material respects with all applicable laws. The Company does not engage or propose to engage in any business activity,
and does not own any property, other than its ownership of the Capital Stock of its Subsidiaries and activities and property incidental
and ancillary to maintenance of its existence as an entity and its status as a holding company.


 


9.9.2 Business
Locations. There is set forth in Schedule 9.9.2 the common address, as of the Closing Date, of the chief executive
office of each Loan Party and the places where each Loan Party’s books and records are kept. Schedule 9.9.2
indicates whether such location is owned or leased by a Loan Party. If such location is owned, there is attached to Schedule 9.9.2
a complete and accurate legal description of such real property. If such location is leased, there is set forth in Schedule 9.9.2
a description of such lease, including the date of such lease, the landlord’s name and address, the monthly rent due
under such lease, and the remaining term and expiration date of such lease. Each such lease is in full force and effect, there
has been no material default in the performance of any of its terms or conditions by the applicable Loan Party, or, to the knowledge
of the Company, any other party thereto, and no claims of default have been asserted in writing with respect thereto. To the Company’s
knowledge, the present and contemplated use of its owned and leased real estate is in compliance in all material respects with
applicable zoning ordinances and other laws and regulations.


 


9.9.3 Equipment.
All of the equipment now owned, or which will be owned by any Loan Party on the Closing Date, are, or upon the acquisition thereof
on the Closing Date, will be, in good operating condition and repair (normal wear and tear excepted), and have been used, operated
and maintained in compliance in all material respects with applicable laws and regulations.


 


9.9.4 Intellectual
Property. The Loan Parties own and possess or have valid licenses or other rights to use all patents, trademarks, trade names,
service marks and copyrights as are necessary for the conduct of their business, without any infringement upon rights of others.


 


9.9.5 Accounts.
Schedule 9.9.5 lists all banks and other financial institutions at which any Loan Party maintains any deposit, securities,
and other accounts as of the Closing Date, and correctly identifies the name, address and any other relevant contact information
with respect to each bank or other financial institution, the name in which the account is held, a description of the purpose
of the account, and the complete account number therefor.


 






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9.9.6 Material
Contracts. All Material Contracts to which any Loan Party is a party as of the Closing Date, are described on Schedule 9.9.6.
The Company has delivered true and correct copies of each such Material Contract to the Administrative Agent. Except as set forth
on Schedule 9.9.6, as of the Closing Date each such Material Contract is in full force and effect, each party has
made all payments due thereunder on a timely basis, and no party is in breach or default of its obligations thereunder. Attached
to Schedule 9.9.6 is a copy of the Company’s standard form customer contract.


 


9.10 Insurance.
Set forth on Schedule 9.10 is a complete and accurate summary of the property and casualty insurance program of the
Company and its Subsidiaries as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts
and types of coverage, annual premiums, exclusions, deductibles, self-insured retention, and a description in reasonable detail
of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving
the Company or any of its Subsidiaries). Each Loan Party and its properties are insured with financially sound and reputable insurance
companies with at least an “A” rating by Best’s Rating Services which are not Affiliates of the Loan Parties,
in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where such Loan Parties operate.


 


9.11 Labor
Matters. No Loan Party is subject to any labor or collective bargaining agreement. There are no existing or, to the knowledge
of the Company, threatened strikes, lockouts or other labor disputes involving any Loan Party. Hours worked by and payment made
to employees of the Loan Parties are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation
dealing with such matters.


 


9.12 Pension
Plans. No Loan Party is a party or subject to any Plan.


 


9.13 Investment
Company Act. No Loan Party is an “investment company” or a company “controlled” by an “investment
company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company
Act of 1940.


 


9.14 Public
Utility Holding Company Act. No Loan Party is a “holding company”, or a “subsidiary company” of a
“holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005.


 


9.15 Regulation
U. The Company is not engaged principally, or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying Margin Stock.


 






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9.16 Foreign
Assets Control Regulations and Anti-Money Laundering. No Loan Party is (a) a person whose property or interest in property
is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Party and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) a person who engages
in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person
in any manner violative of Section 2, or (c) a person on the list of Specially Designated Nationals and Blocked Persons or subject
to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation
or executive order. The Loan Parties are in compliance, in all material respects, with the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)). No part of the proceeds of the Loans 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.


 


9.17 Taxes.
Each Loan Party has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes and
governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently
contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set
aside on its books. To the extent required by GAAP, the Loan Parties have made adequate reserves on their books and records in
accordance with GAAP for all taxes that have accrued but which are not yet due and payable. None of the tax returns of the Loan
Parties are under audit.


 


9.18 Compliance
with Laws. Each Loan Party and the Parent is in compliance with all applicable laws, rules, and regulations, and neither the
Parent nor any Loan Party is in default in respect of any judgment, order, writ, injunction, decree or decision of any Governmental
Authority, except to the extent non-compliance or default could not reasonably be expected to have a Material Adverse Effect.
No material condemnation, eminent domain or expropriation has been commenced or, to the knowledge of the Company, threatened against
the property which the Loan Parties will own upon the Closing.


 


9.19 Environmental
Matters. The on-going operations of each Loan Party comply in all material respects with all Environmental Laws. Each Loan
Party has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals
required under any Environmental Law and required for their respective ordinary course operations and for their reasonably anticipated
future operations, and each Loan Party is in compliance in all material respects with all terms and conditions thereof. No Loan
Party or any of its properties or operations is subject to, or reasonably anticipates the issuance of, any written order from
or agreement with any Federal, state or local Governmental Authority, nor subject to any judicial or docketed administrative or
other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance that could reasonably be expected
to result, either individually or in the aggregate, in a Material Adverse Effect. There are no Hazardous Substances or other conditions
or circumstances existing with respect to any property, or relating to any waste disposal, of any Loan Party that could reasonably
be expected to result, whether arising from activities occurring before, on, or after the date hereof, either individually or
in the aggregate, in a Material Adverse Effect. No Loan Party has any underground storage tanks that are not properly registered
or permitted under applicable Environmental Laws or that at any time have released, leaked, disposed of or otherwise discharged
Hazardous Substances.


 






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9.20 Burdensome
Obligations. No Loan Party is a party to any agreement or contract or subject to any restriction contained in its organizational
documents which could reasonably be expected to have either individually or in the aggregate a Material Adverse Effect.


 


9.21 Solvency.
On the Closing Date, and immediately prior to and after giving effect to the making of each Loan hereunder and the use of the
proceeds thereof, with respect to the Company and its Subsidiaries, individually and in the aggregate, (a) the fair value
of their assets is greater than the amount of its liabilities (including disputed, contingent and un-liquidated liabilities) as
such value is established and liabilities evaluated in accordance with GAAP, (b) the present fair saleable value of their
assets is not less than the amount that will be required to pay the probable liability on their debts as they become absolute
and matured, (c) they are able to realize upon their assets and pay their debts and other liabilities (including disputed,
contingent and un-liquidated liabilities) as they mature in the normal course of business, (d) they do not intend to, and
do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature and
(e) they are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which
their property would constitute unreasonably small capital.


 


9.22 Information.
All information heretofore or contemporaneously herewith furnished in writing by any Loan Party or the Parent to the Administrative
Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all
written information hereafter furnished by or on behalf of any Loan Party or the Parent to the Administrative Agent or any Lender
pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information
is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary
to make such information not misleading in light of the circumstances under which made (it being recognized by the Administrative
Agent and the Lenders that any projections and forecasts provided by the Company are based on good faith estimates and assumptions
believed by the Company to be reasonable as of the date of the applicable projections or assumptions and that actual results during
the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).


 


9.23 No Default.
No Event of Default or Unmatured Event of Default exists or would result from the incurrence by the Company or any of its Subsidiaries
of any Debt hereunder or under any other Loan Document.


 


9.24 Contracts
with Affiliates. Except as set forth on Schedule 9.24, neither the Company nor any of its Subsidiaries is a party
to any contract or agreement with any of its Affiliates other than its organizational documents. Each such contract or agreement
is and will be on terms no less favorable to the Company than are reasonably obtainable from a Person which is not one of its
Affiliates.


 


9.25 Trade
and Customer Relations and Practices. Except as set forth on Schedule 9.25, as of the Closing Date, no material
customer of any Loan Party has provided any Loan Party with written notice of termination, cancellation or material limitation
of, or any materially adverse modification or change in, the business relationships of the Loan Parties or their respective business
with any customer or any group of customers who are individually or in the aggregate material to the business of the Loan Parties,
and to the Loan Parties’ knowledge, there exists no present condition or state of facts or circumstances that would reasonably
be expected to have a Material Adverse Effect or prevent the Loan Parties from conducting their business after the Closing Date
in substantially the same manner as conducted prior to the Closing Date.


 






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9.26 Brokers;
Financial Advisors. Except as set forth on Schedule 9.26, no broker’s or finder’s or placement fee
or commission will be payable to any broker, financial advisor or agent engaged by the Loan Parties or any of their officers,
directors or agents with respect to the Loans, except for fees payable to the Administrative Agent and Lenders hereunder.


 


9.27 Related
Agreements.


 


(a) The
Company has heretofore furnished the Administrative Agent a true and correct copy of the Related Agreements.


 


(b) Each
Loan Party and, to the Company’s knowledge, each other party to the Related Agreements, has duly taken all necessary corporate,
partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the
consummation of transactions contemplated thereby.


 


(c) The
Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor,
shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Loan Parties and, to
the Company’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be,
prior to consummation of the Related Transactions, duly obtained and will be in full force and effect.


 


(d) The
execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any
statute or regulation of the United States or of any state or other applicable jurisdiction, or any order, judgment or decree of
any Governmental Authority binding on any Loan Party or, to the Company’s knowledge, any other party to the Related Agreements,
or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any
judgment, order or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to the Company’s knowledge,
to which any other party to the Related Agreements is a party or by which any such party is bound.


 


(e) No
statement or representation made in the Related Agreements by any Loan Party or, to the Company’s knowledge, any other Person,
contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary
in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.


 


9.28 Subordinated
Debt. No Loan Party has any Subordinated Debt other than the Approved Subordinated Debt.


 


9.29 Warrant
Consideration. Parent and each Loan Party acknowledges that the Company is the a Subsidiary of Parent and it is to the direct
and indirect financial benefit of the Parent that the Lenders provide the Loan to the Company.


 






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9.30 Public
Company Reporting Compliance. The Parent is subject to, and in full compliance with, the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed all reports
and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months.
The Parent has made available to the Administrative Agent through the EDGAR system, which is available on www.sec.gov, true and
complete copies of each of the Parent’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on
Form 8-K (collectively, the “SEC Filings”). The SEC Filings, when they were filed with the SEC (or, if any amendment
with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable
requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. All registration statements and other materials
filed by the Parent under the Securities Act of 1933, as amended (the “Securities Act”), when they were filed
with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all
material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as
of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading. The Parent and each of its Subsidiaries are engaged in all material
respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in
all material respects of the business of the Parent and the Subsidiaries.


 


9.31 PPP
Loan Matters. Neither the Parent nor any Loan Party has used any proceeds of the PPP Loan for any purpose other than the proper
legal purposes set forth in the CARES Act and the regulations promulgated by the U.S. Department of the Treasury and the SBA thereunder.


 


9.32 Parent
Debt. The Parent has not created, incurred, assumed or suffered to exist any Debt, except Debt described on Schedule 9.32.


 


ARTICLE X

AFFIRMATIVE COVENANTS.


 


Until the expiration
or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are Paid in
Full, each Loan Party (and, to the extent applicable, Parent) covenants and agrees, jointly and severally, that, unless at any
time the Required Lenders expressly shall consent otherwise in writing, it will:


 


10.1 Reports,
Certificates and Other Information. Furnish to the Administrative Agent and each Lender:


 


10.1.1 Annual
Report. Promptly when available and in any event within 120 days after the end of each Fiscal Year (beginning with the Fiscal
Year ending 2020) a copy of the annual audit report of the Company and its Subsidiaries for such Fiscal Year, including therein
consolidated and consolidating balance sheets, statement of stockholders equity, and statements of earnings and cash flows of
the Company and its Subsidiaries as at the end of such Fiscal Year, certified without adverse reference to going concern value
and without qualification by any “Big Four” or other nationally recognized independent accounting firm or by any other
independent auditor of recognized standing selected by the Company and reasonably acceptable to the Administrative Agent, together
with an unaudited comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year. Notwithstanding
the foregoing, Nexogy shall be required to produce such annual audit report beginning with the Fiscal Year ending 2021.


 






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10.1.2 Monthly
Reports. Promptly when available and in any event within 30 days after the end of each Fiscal Month (including the last
Fiscal Month of each Fiscal Year), consolidated and consolidating balance sheets of the Company and its Subsidiaries as of the
end of such month, together with consolidated and consolidating statements of earnings and a consolidated and consolidating statement
of cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending on the last day of
such Fiscal Month, together with a (i) comparison with the corresponding period of the previous Fiscal Year and a comparison with
the budget for such period of the current Fiscal Year, prepared in accordance with GAAP and certified by a Senior Officer of the
Company, and (ii) a run of key performance indicators for such Fiscal Month.


 


10.1.3 Compliance
Certificates. Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 10.1.1
and each set of monthly reports pursuant to Section 10.1.2 for the last month in each Fiscal Quarter, a duly completed
compliance certificate in the form of Exhibit D, with appropriate insertions, dated the date of such annual report
or such quarterly report and signed by a Senior Officer of the Company, containing (i) a computation of each of the financial
ratios and restrictions set forth in Section 11.12, and to the effect that such officer has not become aware of any
Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such event, describing
it and the steps, if any, being taken to cure it, and (ii) a written statement of the Company’s management setting
forth a discussion of the Company’s financial condition, changes in financial condition and results of operations.


 


10.1.4 Material
Contracts. The Company will comply in all material respects with the material terms and conditions of each Material Contract.


 


10.1.5 Notice
of Default, Litigation; ERISA Matters, Other Material Changes. Promptly, but in no event later than three (3) Business Days
after any Loan Party or the Parent becomes aware of any of the following, written notice describing the same and the steps being
taken by such Loan Party or the Parent affected thereby with respect thereto:


 


(a) the
occurrence of an Event of Default or Unmatured Event of Default;


 


(b) any
litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Company to the Lenders which
has been instituted or, to the knowledge of the Company, is threatened against any Loan Party or the Parent or to which any of
the properties of any thereof is subject;


 






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(c) the
occurrence of any pending or threatened in writing labor dispute, strike, walkout, or union organizing activity with respect to
any employees of a Loan Party or the Parent;


 


(d) any
material change in accounting policies or financial reporting practices by any Loan Party or the Parent, any intention on the part
of the Loan Parties to discharge the Loan Parties’ present independent accountants or any withdrawal or resignation by such
independent accountants from acting in such capacity;


 


(e) any
change in employment or the termination of any Loan Parties’ chief executive officer, chief financial officer or chief operating
officer (without regard to the title or titles actually given to any such Person performing the duties customarily performed by
officers with such titles);


 


(f) the
occurrence of any bankruptcy, insolvency, reorganization of any Loan Party or the Parent, or the appointment of any trustee in
connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action
or occurrence;


 


(g) any
material written claim for indemnification made under or pursuant to any Acquisition Document;


 


(h) any
cancellation or material change (other than renewals of existing policies) in any insurance maintained by the Company or any of
its Subsidiaries; or


 


(i) any
other event (including (i) any violation of any Environmental Law or the assertion of any Environmental Claim or (ii) the
enactment or effectiveness of any law, rule or regulation) which could reasonably be expected to have a Material Adverse Effect.


 


10.1.6 Management
Reports. Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to the Company by
independent auditors in connection with each annual or interim audit made by such auditors of the books of the Company.


 


10.1.7 Aging
Reports. Within 30 days of the end of each month, an accounts receivable and accounts payable aging report in such detail
as the Administrative Agent or the Required Lenders reasonably may request.


 


10.1.8 Projections.
As soon as practicable, and in any event not later than 45 days after the commencement of each Fiscal Year, consolidated and consolidating
financial projections for the Company and its Subsidiaries for such Fiscal Year (including monthly operating and cash flow budgets)
and through and including the Fiscal Year in which the Maturity Date occurs in a manner consistent with the projections delivered
by the Company to the Lenders prior to the Closing Date or otherwise in a manner satisfactory to the Administrative Agent, accompanied
by a certificate of a Senior Officer of the Company on behalf of the Company to the effect that (a) such projections were
prepared by the Company in good faith, (b) the Company has a reasonable basis for the assumptions contained in such projections
and (c) such projections have been prepared in accordance with such assumptions; provided, however, that such projections
shall be recast on a pro forma basis in respect of each contemplated Permitted Acquisition, and delivered to the Administrative
Agent at least 30 days prior to each contemplated closing date.


 






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10.1.9 Changes
in Name or Jurisdiction of Organization. Prompt notice of any change in the name or jurisdiction of organization of any Loan
Party.


 


10.1.10 Other
Information. Promptly from time to time, such other information and reports concerning the Loan Parties as any Lender or the
Administrative Agent may reasonably request.


 


10.2 Books,
Records and Inspections. Keep, and cause each of its Subsidiaries to keep, its books and records in accordance with sound
business practices sufficient to allow the preparation of interim financial statements in accordance with GAAP, and the preparation
of annual audited financial statements in accordance with GAAP; permit, and cause each of its Subsidiaries to permit, the Administrative
Agent or any representative thereof to inspect its properties and operations; and permit, and cause each of its Subsidiaries to
permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender
or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters
with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial
matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at its expense, photocopy
extracts from) any of its books or other records; and permit, and cause each of its Subsidiaries to permit, the Administrative
Agent or any representative thereof to inspect the Collateral and other tangible assets of the Company and its Subsidiaries, and
to inspect, examine, check and make copies of and extracts from the books, records, computer data, computer programs, journals,
orders, receipts, correspondence and other data relating to the Collateral and their other assets. Such inspections or examinations
by the Administrative Agent shall be at the Company’s expense, provided that so long as no Event of Default or Unmatured
Event of Default exists and is continuing, the Company shall not be required to pay and/or reimburse the Administrative Agent
for inspections or examinations more frequently than two times each Fiscal Year after the Closing Date. Any Lender may accompany
the Administrative Agent in connection with any inspection or examination at such Lender’s expense. In the event the Administrative
Agent determines that obtaining appraisals and/or valuations of any of the Collateral or other assets of the Loan Parties is necessary
in order for the Administrative Agent or any Lender to comply with applicable laws or regulations or its own internal guidelines,
or at any time if an Event of Default or Unmatured Event of Default has occurred and is continuing, the Company shall permit,
and shall cause each of its Subsidiaries to permit, the Administrative Agent or any representative thereof, to perform appraisals
and/or valuations of the Collateral and its other assets. Such appraisals and/or valuations shall be at the Company’s expense,
provided that so long as no Event of Default or Unmatured Event of Default exists and is continuing, the Company shall
not be required to pay and/or reimburse the Administrative Agent for more than one such appraisal and/or valuation every twelve
months after the Closing Date.


 


10.3 Maintenance
of Property; Insurance; Casualty and Condemnation.


 


(a) Keep,
and cause each of its Subsidiaries to keep, all property useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted.


 






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(b) Maintain,
and cause each of its Subsidiaries to maintain, with responsible insurance companies, such insurance coverage as may be required
by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against
such hazards and liabilities, as is customarily maintained by companies similarly situated; and, upon the reasonable request of
the Administrative Agent or any Lender, furnish to the Administrative Agent or such Lender a certificate setting forth in reasonable
detail the nature and extent of all insurance maintained by the Loan Parties. At all times, the Company shall maintain, and shall
cause each of its Subsidiaries to maintain, the Key Man Life Insurance, and business interruption insurance reasonably acceptable
to the Administrative Agent. The Company shall cause each issuer of an insurance policy to provide the Administrative Agent with
an endorsement (i) naming the Administrative Agent as an additional insured with respect to each policy of liability insurance
and showing the Administrative Agent as lender’s loss payee with respect to each policy of property or casualty insurance,
(ii) providing that 30 days’ notice will be given to the Administrative Agent prior to any cancellation of, material
reduction or change in coverage provided by or other material modification to such policy and (iii) reasonably acceptable
in all other respects to the Administrative Agent. The Administrative Agent is authorized, but not obligated, as the attorney-in-fact
for the Company, and for each of its Subsidiaries, prior to the occurrence of an Event of Default, with the Company’s consent
(which consent shall not be unreasonably withheld) and after the occurrence and during the continuance of an Event of Default,
without the Company’s or any of its Subsidiaries’ consent, (i) to adjust and compromise proceeds payable under such
policies of insurance, (ii) to collect, receive and give receipts for such proceeds in the name of the Company or any other Loan
Party and the Administrative Agent, and (iii) to endorse the Company’s or any of its Subsidiaries’ name upon any
instrument in payment thereof. Such power granted to the Administrative Agent shall be deemed coupled with an interest and shall
be irrevocable (until all of the Obligations are Paid in Full). The Company shall or shall cause any other Loan Party upon request
of the Administrative Agent at any time to furnish to the Administrative Agent updated evidence of insurance.


 


(c) The
Loan Parties (a) will furnish to the Administrative Agent prompt written notice of any casualty or other insured damage to any
material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the
Collateral or any material part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding
and (b) will ensure that, to the extent required by the terms of this Agreement, the Net Proceeds of any such event (whether in
the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with Section 6.2(d)
and Section 6.3.


 


10.4 Compliance
with Laws; OFAC/BSA Provision; Payment of Taxes and Liabilities.


 


10.4.1 Compliance
with Laws; OFAC/BSA Provision. (a) Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules,
regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected
to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each of its Subsidiaries
to ensure, that no person who owns a controlling interest in or otherwise controls the Company or any of its Subsidiaries is or
shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets
Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to
any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive
Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders; (c) without
limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act (“BSA”)
and anti-money laundering laws and regulations; and (d) will not use any part of the proceeds of the Loans, 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.


 






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10.4.2 Payment
of Taxes and Liabilities. Pay, and cause each of its Subsidiaries to pay, prior to delinquency, all taxes and other governmental
charges against it or any of the Collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its
property; provided that the foregoing shall not require the Company or any of its Subsidiaries to pay any such tax or charge
so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate
reserves with respect thereto in accordance with GAAP; and, in the case of a claim which could become a Lien on any of the Collateral
or any other asset of the Company or any of its Subsidiaries, such contest proceedings shall stay the foreclosure of such Lien
or the sale of any portion of any Collateral or other assets of the Company or any other Loan Party to satisfy such claim.


 


10.5 Maintenance
of Existence; Qualifications. Maintain and preserve, and (subject to Section 11.5) cause each of its Subsidiaries
to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization, and (b) its qualification
to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (in
each such case, other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be
expected to have a Material Adverse Effect).


 


10.6 Use of
Proceeds. Use the proceeds of the (a) Closing Date Loans solely (i) to fund the ActivePBX Acquisition and the Nexogy Acquisition,
(ii) to provide growth capital, (iii) for working capital purposes, and (iv) to pay for transaction fees and expenses; and
(b) the Delayed Draw Loans solely (i) to fund approved acquisitions, (ii) to provide growth capital, (iii) to pay for transaction
fees and expenses relating thereto and (iv) for working capital purposes as approved by Administrative Agent in its sole discretion.


 


10.7 Licenses
and Permits. Hold and maintain all licenses and permits from each Governmental Authority necessary to conduct the business
operations of each Loan Party, in each case in conformity in all material respects with all applicable laws.


 


10.8 Environmental
Matters. If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred
on any real property or any other assets of any Loan Party, the Company shall, or shall cause its applicable Subsidiary, cause
the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as necessary
to comply with all Environmental Laws and to preserve the value of such real property or other assets for their then current use.
Without limiting the generality of the foregoing, the Company shall, and shall cause each of its Subsidiaries to, comply with
any Federal or state judicial or administrative order requiring the performance at any real property of any Loan Party of activities
in response to the release or threatened release of a Hazardous Substance at any real property of any Loan Party (whether owned
or leased). The Company shall, and shall cause each of its Subsidiaries to, dispose of such Hazardous Substances, or of any other
wastes, only at licensed disposal facilities operating, to the Company’s knowledge, in compliance with Environmental Laws.


 






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10.9 Future
Leases; Future Acquisitions of Real Estate. Deliver to the Administrative Agent concurrently with the (i) execution by the
Company or any of its Subsidiaries of any contract relating to the purchase or lease by it of real property, an executed copy
of such contract or lease, and (ii) closing of the purchase of such real property, or taking of possession of the leased premises,
as applicable, (A) a Mortgage on such real property or leasehold estate, (B) a lender’s policy of title insurance, issued
by a title insurer and in such form and amount and containing such endorsements as shall be satisfactory to the Administrative
Agent, (C) a survey of such real property, which survey shall be of a recent enough date and in sufficient detail so as to permit
the title insurer issuing such policy to eliminate any survey exceptions to such policy, and (D) such appraisals, environmental
assessments, Landlord’s Agreements, and other documents and assurances with respect to such real property as the Administrative
Agent reasonably may require.


 


10.10 Further
Assurances. Take, and cause each of its Subsidiaries to take, such actions as are necessary or as the Administrative Agent
or the Required Lenders reasonably may request from time to time to ensure that the Obligations of the Company and each of its
Subsidiaries under the Loan Documents are secured by a fully perfected, first priority Lien on substantially all of the assets
of the Company and each domestic Subsidiary as well as all Capital Stock of each domestic Subsidiary and 65% of all Capital Stock
of each foreign Subsidiary, and guaranteed by each domestic Subsidiary, and including upon the acquisition or creation thereof,
any domestic Subsidiary acquired or created after the Closing Date, in each case as the Administrative Agent may reasonably determine,
including (a) the execution and delivery of joinders, guaranties, security agreements, pledge agreements (with respect to
foreign Subsidiaries, 65% of all Capital Stock of such foreign Subsidiaries), mortgages, deeds of trust, financing statements
and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities
and other Collateral with respect to which perfection is obtained by possession.


 


10.11 Deposit
and Securities Accounts. Each Loan Party shall (a) maintain its deposit, checking and other operating accounts with a banking
institution(s) reasonably acceptable to the Administrative Agent, and (b) execute and deliver to the Administrative Agent, and
cause each of its Subsidiaries and each bank or other financial institution at which the Company or any Subsidiary maintains a
deposit, securities, or other investment account to execute and deliver to the Administrative Agent, Control Agreement(s) covering
all such accounts; provided, however, that the Loan Parties listed on Schedule 10.11 shall be permitted to maintain
the deposit accounts listed on Schedule 10.11 without Control Agreements in respect thereof so long as the account balances
associated with such deposit accounts do not exceed the amounts set forth on Schedule 10.11. Notwithstanding the foregoing,
upon the occurrence of an Event of Default or an Unmatured Event of Default, the applicable Loan Party shall immediately cause
all monies in any account listed on Schedule 10.11 to be transferred to a deposit account that is subject to a Control
Agreement hereunder.


 






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10.12 New
Customer Contracts. Use the Company’s standard form customer contract for all new business, subject to commercially
reasonable modifications thereof so long as such customer contracts (i) remain freely assignable by the Company, and (ii) retain
their nature as “take-or-pay” contracts (i.e., as contracts not subject to reduction in the consideration payable
to the Company thereunder for any reason, or to early termination by the customer thereunder for any reason, except in either
case as a result of force majeure events, or to the extent the Company fails to perform its obligations under the contract
or, in the case of early termination by the customer thereunder, except to the extent the customer remains obligated to pay the
full amount of the consideration payable to the Company thereunder as if such termination had not occurred).


 


10.13 Board
Observation. Until the Obligations are Paid in Full, each Loan Party will give the Administrative Agent notice of (in the
same manner notice is given to directors, managers, governors or individuals acting in similar capacities), and permit up to two
representatives of the Administrative Agent (collectively, the “Board Observer”) to attend as an observer (but
with no voting rights), each meeting (whether telephonic or in-person) of such Loan Party’s board of directors, board of
governors or managers, or other similar governing body, and each executive and other committee meetings thereof; provided, however,
in connection with the foregoing, such Loan Party shall provide the Administrative Agent with any and all materials provided to
the board of directors (or similar governing body) of such Loan Party with respect to each such meeting, at least 48 hours in
advance of such meeting. Notwithstanding the foregoing, neither the Administrative Agent nor any such Board Observer designated
shall have the right to receive (A) information directly and exclusively pertaining to strategy, negotiating positions or
similar matters relating to the this Agreement (or other related documents or obligations), any refinancing or restructuring of
the Obligations, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates
is adverse to the Company, (B) any information that would jeopardize or otherwise impair any Loan Party’s attorney-client
privilege or (C) any information that would result in the disclosure of trade secrets or a conflict of interest. Neither
the Administrative Agent nor any such Board Observer shall be entitled to be present (in-person or telephonically) at that portion
of any meeting when any such information is discussed. The reasonable travel expenses incurred by the Board Observer in attending
any board or committee meeting held in-person shall be promptly reimbursed by the Loan Parties to the Administrative Agent. Each
Loan Party will cause its board of directors (or similar governing body) to meet telephonically or in-person not less often than
once per Fiscal Quarter and in-person not less often than once per Fiscal Year. The Administrative Agent may elect, at its option,
to have its Board Observer attend each meeting in-person or telephonically. Upon request of the Administrative Agent, the Loan
Parties will participate in, and will use reasonable efforts to cause management personnel and their Affiliates to participate
in, a meeting with Agent once during each calendar quarter, which meeting shall be held during normal business hours and at such
place as may be reasonably requested by Agent or by conference call at the Administrative Agent’s discretion, to discuss,
among other things, operating performance, strategy, business issues and any other matters reasonably requested by Agent.


 






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10.14  Post-Closing
Covenants. The Company shall satisfy each of the following post-closing conditions set forth below within such condition’s
prescribed time period; provided that such conditions may be waived and/or time periods extended by the Administrative
Agent in its sole discretion:


 


(a) As
soon as practicable and in any event not later than ten (10) Business Days after the Closing Date, the Company shall deliver to
the Administrative Agent all certificates and instruments representing or evidencing any certificated Pledged Interests (as defined
in the Pledge Agreement), and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank;


 


(b) As
soon as practicable and in any event not later than thirty (30) days after the Closing Date, the Company shall obtain Landlord
Agreements from the lessor of each leased location set forth on Schedule 10.14(a) and each shall be reasonably satisfactory
in form and substance to Administrative Agent;


 


(c) As
soon as practicable and in any event not later than thirty (30) days after the Closing Date, the applicable Loan Party shall have
closed each of the deposit accounts listed on Schedule 10.14(c) and shall provide appropriate documentation to Administrative
Agent to evidence the foregoing; and


 


(d) As
soon as practicable and in any event not later than thirty (30) Business Days after the Closing Date, the Company shall deliver
to the Administrative Agent evidence reasonably satisfactory in form and substance to Administrative Agent that Digerati Networks,
Inc., a Texas corporation, has been dissolved.


 


10.15 Public
Company Reporting Compliance. Until all Obligations are Paid in Full, the Parent shall file all reports and other materials
required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable. The Parent has made available to the Administrative
Agent through the EDGAR system, which is available on www.sec.gov, true and complete copies of each of the Parent’s Quarterly
maintain full compliance with the reporting requirements of Section 13 or 15(d) of Exchange Act, as applicable and will make available
to the Administrative Agent through the EDGAR system, which is available on www.sec.gov, true and complete copies of its SEC Filings.
The Parent shall ensure that all of its SEC Filings comply in all material respects with the applicable requirements of the Exchange
Act and the rules and regulations thereunder, and to ensure that the SEC Filings do not contain any untrue statement of material
facts or omit to state any material facts required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the
Parent in accordance with the terms and conditions of the Securities Act and the Exchange Act shall be timely filed, together with
all exhibits required to be filed therewith.


 


10.16 Nexogy
Indemnity Obligation. Contemporaneously with the furnishing of any financial information to Nexogy (or any related seller party
under the Nexogy Acquisition Documents) pursuant to the indemnity obligation described in the Twelfth Amendment to the Nexogy Acquisition
Agreement dated as of the date hereof (the “Nexogy Indemnity Obligation”), or immediately upon request by the
Administrative Agent in its discretion, the Company shall provide the Administrative Agent with such financial information (and
any other information requested by the Administrative Agent) to allow the Administrative Agent to verify the Company’s compliance
with the Nexogy Indemnity Obligation. If (i) the Company receives any payments pursuant to the Nexogy Indemnity Obligation or (ii)
the Administrative Agent determines in its sole discretion that the Company is owed payments pursuant to the Nexogy Indemnity Obligation,
then as soon as practicable and in any event not later than one (1) Business Day after receipt of any such payments or not later
than one (1) Business Day after notice from the Administrative Agent that the Company is owed such payments, as applicable, the
Company shall forward such amounts or such owed amounts, as applicable, to a deposit account that is subject to a Control Agreement
hereunder (or to such other account as the Administrative Agent may request in writing to the Company).


 






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10.17 PPP
Loan Matters.


 


(a) The
Parent and each Loan Party shall use any and all proceeds of the PPP Loan for all proper legal purposes as set forth in the CARES
Act and the regulations promulgated by the U.S. Department of the Treasury and the SBA thereunder.


 


(b) The
Parent and each Loan Party shall file all necessary documents with respect to, and to seek forgiveness of the maximum principal
amount of the PPP Loan as permitted under the CARES Act and the regulations promulgated thereunder, no later than the last calendar
day of the PPP Period, and to provide the Administrative Agent with written evidence of such forgiveness of the PPP Loan reasonably
satisfactory to the Administrative Agent. If such forgiveness is not timely obtained, the portion of the principal amount of the
PPP Loan that is not forgiven will no longer be disregarded for purposes of compliance with all applicable covenants in this Agreement,
including, without limitation, the financial covenants contained in Section 11.12. Any remaining unforgiven principal
amount of the PPP Loan will thereafter be unsecured Indebtedness of the Parent or the applicable Loan Party(ies), as applicable,
for purposes of compliance with all applicable covenants under this Agreement.


 


(c) At
all times during the PPP Period, the Parent and each Loan Party shall (i) keep detailed records of utilization of the proceeds
of the PPP Loan and (ii) from time to time, upon the request of the Administrative Agent, (x) provide a copy of any application
for forgiveness of the PPP Loan under Section 1106 of the CARES Act and any determination regarding the acceptance or denial (in
whole or part) of the PPP Loan’s application for forgiveness, (y) provide copies of any and all such records of the utilization
of the proceeds of the PPP Loan, and (z) provide report(s) that track the amount of expenses that are permitted and that are forgivable
(in each case, under the terms of the PPP Loan and the CARES Act) versus the aggregate amount of the PPP Loan.


 


ARTICLE XI

NEGATIVE COVENANTS


 


Until the expiration
or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are Paid in
Full, each Loan Party (and, to the extent applicable, Parent) jointly and severally agrees that, unless at any time the Required
Lenders expressly shall consent otherwise in writing, it will:


 


11.1 Debt.
Each Loan Party and the Parent shall not, and not permit any of its Subsidiaries to, create, incur, assume or suffer or permit
to exist any Debt, except:


 


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


 






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(b) Debt
of the Company or any of its Subsidiaries secured by Liens permitted by Section 11.3(e), and extensions, renewals and
refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $175,000;


 


(c) Debt
of the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another
domestic Wholly-Owned Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance satisfactory
to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional
collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of
the Company hereunder in a manner satisfactory to the Administrative Agent;


 


(d) Contingent
Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions
permitted under Section 11.5;


 


(e) Contingent
Liabilities of the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Wholly-Owned Subsidiaries
permitted by this Section 11.1;


 


(f) Hedging
Obligations approved in writing by the Administrative Agent for bona fide hedging purposes and not for speculation;


 


(g) Debt
described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof
is not increased;


 


(h) the
Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Loans hereunder);


 


(i) the
Debt to be assumed in connection with a Convertible Note Offering; and


 


(j) Approved
Subordinated Debt.


 


11.2 Future
Acquisition Subordinated Debt. Each Loan Party and the Parent shall not, and not permit any of its Subsidiaries to, create,
incur, assume or suffer or permit to exist any Subordinated Debt in connection with future acquisitions by the Company or any
Subsidiary unless approved by the Administrative Agent in its sole discretion.


 


11.3 Liens.
Each Loan Party and the Parent shall not, and not permit any of its Subsidiaries to, create or suffer or permit to exist any Lien
on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:


 


(a) Liens
for taxes, fees, assessments or other governmental charges not at the time delinquent or thereafter payable without penalty or
being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;


 


(b) Liens
arising in the ordinary course of business, such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other
similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s
compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) for sums not overdue
or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase
price of property or services and, in each case, for which it maintains adequate reserves;


 






    50


     


    

 


(c) Liens
described on Schedule 11.2 as of the Closing Date;


 


(d) attachments,
appeal bonds, judgments, and other similar Liens with respect to which no Event of Default would exist, provided the execution
or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith
and by appropriate proceedings diligently conducted;


 


(e) subject
to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching
only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party or
the Parent (and not created in contemplation of such acquisition), and (iii) Liens that constitute purchase money security interests
in an amount not to exceed $25,000 in the aggregate on any property securing debt incurred for the purpose of financing all or
any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 20 days of
the acquisition thereof and attaches solely to the property so acquired;


 


(f) easements,
rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect
with the ordinary conduct of the business of any Loan Party or the Parent or which materially reduce the value of the affected
property;


 


(g) Liens
granted to the Administrative Agent under or in connection with any Loan Document;


 


(h) the
right of set-off in favor of a bank or other depository institution arising as a matter of law encumbering deposits; and


 


(i) rights
of lessors under leases (including financing statements regarding property subject to lease) not in violation of the requirements
of this Agreement and filed as a precautionary filing, provided that such Liens are only in respect of the property subject
to, and secure only, the respective lease.


 


11.4 Restricted
Payments. Each Loan Party shall not, and not permit any of its Subsidiaries to, make any Restricted Payments, except:


 


(a) any
Subsidiary may pay dividends or make other distributions to the Company or to a domestic Wholly-Owned Subsidiary, in the ordinary
course of business;


 


(b) Tax
Distributions by its Subsidiaries to the Company, and conforming distributions from the Company to its equity holders; and


 


(c) any
payment with respect to the earnout obligation pursuant to Section 2.1(iii) of the ActivePBX Acquisition Agreement so long
as no Event of Default or Unmatured Event of Default exists or would result from a distribution in respect of such earnout obligation.


 






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For the avoidance of
doubt, no Loan Party shall make any Restricted Payments to Parent unless at any time the Required Lenders expressly shall consent
otherwise in writing


 


11.5 Mergers,
Consolidations, Sales. Each Loan Party shall not, and not permit any of its Subsidiaries to, (i) be a party to any merger
or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Stock of any class of,
or any partnership or joint venture interest in, any other Person, including by way of any divisive merger or the division of
a Loan Party into two or more limited liability companies; (ii) sell, transfer, convey or lease all or any substantial part
of its assets; (iii) sell or assign with or without recourse any receivables; (iv) issue or sell any Capital Stock; or (v)
enter into any agreement for any of the foregoing, except for:


 


(a) mergers,
consolidations, sales, transfers, conveyances, leases or assignments of or by any Wholly-Owned Subsidiary into the Company or into
any other domestic Wholly-Owned Subsidiary of the Company any such purchase or other acquisition by the Company or any domestic
Wholly-Owned Subsidiary of the assets or Capital Stock of any Wholly-Owned Subsidiary;


 


(b) Dispositions
of inventory, excess equipment, and obsolete equipment in the ordinary course of business;


 


(c) Dispositions
of Cash in the ordinary course of business; and


 


(d) the
Company may issue (i) Permitted Capital Stock pursuant to any employee or director option program, benefit plan, or compensation
program (all as permitted by the Administrative Agent in its reasonable discretion), and (ii) Capital Stock pursuant to equity
investments in the Company by the Parent in the aggregate amount of up to $5,000,000 for growth initiatives (as determined by the
Administrative Agent in its sole discretion) so long as no Event of Default or Unmatured Event of Default exists, would result
absent such issuance, or would result from such issuance.


 


11.6 Modification
of Certain Documents or Organizational Form. Each Loan Party shall not (i) permit its certificate of formation, articles or
organization, charter, by-laws or other organizational document or the Equity Documents to be amended or modified in any way,
and not permit the certificate of formation, charter, by-laws, or other organizational documents of any of its Subsidiaries to
be amended or modified in any way, including any provision regarding any preferred Capital Stock; (ii) change, or allow any of
its Subsidiaries to change, its state of formation or its organizational form; or (iii) directly or indirectly become obligated
to pay any management or other fees to any of its Affiliates.


 


11.7 Transactions
with Affiliates. Each Loan Party shall not, and not permit any of its Subsidiaries to, enter into, or cause, suffer or permit
to exist any transaction, arrangement or contract with any of its other Affiliates either (a) without prior written notice to
the Administrative Agent or (b) which is on terms which are less favorable than are reasonably obtainable from any Person which
is not one of its Affiliates.


 






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11.8 Inconsistent
or Restrictive Agreements. Each Loan Party shall not, and not permit any of its Subsidiaries to, enter into, or be a party
to, any agreement containing any provision which would (a) be violated or breached by any borrowing by the Company hereunder
or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit
any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit
to exist or become effective any encumbrance or restriction on the ability of any Loan Party to (i) pay dividends or make
other distributions to another Loan Party, or pay any Debt owed to a Loan Party, (ii) make loans or advances to any Loan
Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) restrictions or conditions imposed
by any agreement relating to purchase money Debt and Capital Leases permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Debt, (B) customary provisions in leases and other contracts restricting
the assignment thereof, and (C) agreements entered into by a Loan Party in the ordinary course of business containing customary
provisions restricting the assignment of such agreements.


 


11.9 Business
Activities. Each Loan Party shall not, and not permit any of its Subsidiaries to, engage in any line of business other than
providing unified communications as-a-service, broadband services and related managed services; provided that the Company
shall not engage in any business or activity, or own any assets or properties, other than the ownership of the Capital Stock of
its direct and indirect Subsidiaries and related ancillary activities; provided, further that that the Parent shall not
engage in any business or activity, or own any assets or properties, other than the ownership of the Capital Stock of its direct
and indirect Subsidiaries and related ancillary activities.


 


11.10 Investments.
Each Loan Party shall not, and not permit any of its Subsidiaries to, make or permit to exist, or enter into, or permit any of
its Subsidiaries to enter into, any agreement to make, any Investment in any other Person, except the following:


 


(a) contributions
by the Company to the capital of any domestic Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic
Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations as required by
this Agreement;


 


(b) to
the extent constituting Investments, Debt permitted by Section 11.1;


 


(c) Contingent
Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.3;


 


(d) bank
deposits in the ordinary course of business to the extent permitted by this Agreement;


 


(e) Investments
in securities of account debtors received in connection with the settlement of delinquent Accounts in the ordinary course of business
or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors (which,
if requested by the Administrative Agent or the Required Lenders, the Administrative Agent shall be granted a first priority perfected
Lien on such Investments);


 






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(f) loans
and advances to employees in the ordinary course of business not to exceed $25,000 in the aggregate at any time outstanding; and


 


(g) Investments
listed on Schedule 11.9 as of the Closing Date;


 


provided that no Investment otherwise
permitted by this section shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default
or Unmatured Event of Default exists.


 


11.11 Fiscal
Year. Each Loan Party shall not change its Fiscal Month, Fiscal Quarter or Fiscal Year from a calendar month, a calendar quarter,
or a calendar year, respectively.


 


11.12 Financial
Covenants.


 


11.12.1 [Reserved].


 


11.12.2 Maximum
Senior Leverage. The Loan Parties shall not, when evaluated on a consolidated basis amongst all Loan Parties collectively,
suffer or permit the Senior Leverage Ratio for the Fiscal Quarter ending March 31, 2021 and for the last day of each subsequent
Fiscal Quarter thereafter to exceed the amount set forth opposite such day:


 


	Fiscal Quarter Ending:	Senior Leverage Ratio:
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]



 


Notwithstanding the
foregoing, subject to Section 10.17, the PPP Loan shall be disregarded for all covenants compliance purposes in this Section
11.12.2.


 






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11.12.3 Minimum
EBITDA. The Loan Parties shall, when evaluated on a consolidated basis amongst all Loan Parties collectively, have, as of
the end of the Fiscal Quarter ending March 31, 2021 and as of the last day of each subsequent Fiscal Quarter thereafter, EBITDA
of at least the amount set forth below opposite such Fiscal Quarter:


 


	Fiscal Quarter Ending:	EBITDA:
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]



 


11.12.4 Minimum
Liquidity. Each Loan Party shall not suffer or permit the aggregate amount
of cash on hand of the Company and its Subsidiaries to be less than (i) [***]as of the end of the Fiscal Quarter ending December
31, 2020, (ii) [***] as of the end of the Fiscal Quarter ending March 31, 2021 and (iii) [***]as of the last day of each subsequent
Fiscal Quarter thereafter.


 


11.12.5 Maximum
Capital Expenditures. The Company will not, and will not permit any of its Subsidiaries to, make or commit to make any Capital
Expenditures except Capital Expenditures of the Company and its Subsidiaries not exceeding [***] in the aggregate during
any Fiscal Year.


 


11.12.6 Minimum
Fixed Charge Coverage Ratio. The Company and its Subsidiaries will have, as of the end of the Fiscal Quarter ending March
31, 2021 and as of the last day of each subsequent Fiscal Quarter thereafter, a Fixed Charge Coverage Ratio of not less than 1.50
to 1.00 (subject to adjustments in the first full twelve months of this Agreement as described in the definition of “Fixed
Charge Coverage Ratio”.


 


11.12.7 Maximum
Churn. The Company shall not suffer or permit the Churn of the Company to be greater than [***] at any time.


 


11.13 Unconditional
Purchase Obligations. Each Loan Party shall not, and not permit any of its Subsidiaries to, enter into or be a party to any
contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made
by it regardless of whether delivery is ever made of such materials, supplies or other property or services.


 


11.14 Restrictions
on Payment of Certain Debt. Each Loan Party shall not, and not permit any of its Subsidiaries to, directly or indirectly,
voluntarily purchase, redeem, defease, prepay or repay any principal of, premium, if any, interest or other amount payable in
respect of any Debt (other than the Obligations and other than as expressly permitted by this Agreement or the applicable Subordination
Agreement with respect to the Approved Subordinated Debt).


 






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11.15 Cancellation
of Debt. Each Loan Party shall not, and not permit any of its Subsidiaries to, cancel any claim or debt owing to it, except
for reasonable consideration in the ordinary course of business.


 


11.16 Restrictions
on Subsidiaries. Each Loan Party shall not create or acquire any Subsidiaries unless the deliveries required by Section 10.10
are made and simultaneously with the creation or acquisition thereof the Administrative Agent has a first priority perfected
Lien on all the Capital Stock of such Subsidiary and on all of such Subsidiary’s assets.


 


11.17 Change
of Control. Each Loan Party shall not permit a Change of Control to occur.


 


ARTICLE XII

EFFECTIVENESS; CONDITIONS OF LENDING, ETC.


 


The obligation of each
Lender to make its Loans is subject to the following conditions precedent:


 


12.1 Initial
Credit Extension. The obligation of the Lenders to make the Loans is, in addition to the conditions precedent specified in
Section 12.3 and Section 12.4, subject to the conditions precedent that the Administrative Agent shall
have received all of the following, each, where applicable, duly executed and dated the Closing Date (or such earlier date as
shall be satisfactory to the Administrative Agent), and in form and substance satisfactory to the Administrative Agent (the date
on which all such conditions precedent have been satisfied or waived in writing by the Administrative Agent is referred to herein
as the “Closing Date”):


 


12.1.1 This
Agreement. This Agreement.


 


12.1.2 Notes.
A Note for each Lender who requests a Note.


 


12.1.3 Guaranty
and Collateral Agreement. A counterpart of the Guaranty and Collateral Agreement executed by the Company and each of its Subsidiaries,
together with all items required to be delivered in connection therewith.


 


12.1.4 IP Security
Agreement. A counterpart of the IP Security Agreement executed by the Loan Parties, together with all items required to be
delivered in connection therewith.


 


12.1.5 Pledge
Agreements and Certificates. A counterpart of each Pledge Agreement executed by the Company and each other applicable Loan
Party, together with all items required to be delivered in connection therewith, including, without limitation, copies of all
certificates and instruments representing or evidencing any certificated Pledged Interests (as defined in the Pledge Agreement),
and copies of all necessary instruments of transfer or assignment, duly executed in blank.


 


12.1.6 Collateral
Assignment of Acquisition Documents. A counterpart of the Collateral Assignment of Acquisition Documents executed by the
Company and the Seller (as defined therein), together with all items required to be delivered in connection therewith.


 






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12.1.7 Warrants.
The Warrants.


 


12.1.8 Control
Agreements. Control Agreements covering each deposit, securities, and other investment account maintained by any Loan Party.


 


12.1.9 Real
Estate Documents. With respect to each parcel of real property leased by any Loan Party, a copy of the lease with respect
thereto and a Landlord Agreement with respect thereto, as required by the Administrative Agent.


 


12.1.10 Solvency
Certificate. A Solvency Certificate executed by a Senior Officer of the Company in such capacity.


 


12.1.11 Notice
of Borrowing/Disbursement Request. A notice of borrowing/disbursement request requesting the funding of the Loans, including
a funds flow statement with respect to the proceeds of the Loans on the Closing Date, and the disbursement of the equity funds,
if any, held at the Administrative Agent.


 


12.1.12 Perfection
Certificate. A Perfection Certificate completed and executed by the Company with respect to each Loan Party.


 


12.1.13 Filings,
Registrations and Recordings. The Administrative Agent shall have received each document (including UCC financing statements
and intellectual property security agreements) required by the Collateral Documents or under law or reasonably requested by the
Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit
of the Lenders, a perfected Lien on the Collateral described therein, prior to any other Liens, in proper form for filing, registration
or recording.


 


12.1.14 Business
Insurance. Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b), together
with evidence that the Administrative Agent has been named as an additional insured on all related policies of liability insurance,
lender’s loss payee on all related policies of casualty insurance, a loss payable endorsement on all related policies of
casualty insurance, and a collateral assignment of all policies of business interruption insurance.


 


12.1.15 Key
Man Insurance. Evidence of the existence of the Key Man Life Insurance policy, together with an assignment in favor of the
Administrative Agent.


 


12.1.16 Authorization
Documents. For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate
Governmental Authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state
where it is required to file for authority to do business pursuant to the respective laws of such state; (c) bylaws (or similar
governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such
Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated
thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents and authorized
to submit a Notice of Borrowing (it being understood that the Administrative Agent and each Lender may conclusively rely on each
such certificate until formally advised by a like certificate of any changes therein), all certified by an authorized officer
as being in full force and effect without modification.


 






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12.1.17 Consents.
Certified copies of all documents evidencing any necessary corporate, limited liability or partnership action, consents and governmental
approvals (if any) required for the execution, delivery and performance by the Loan Parties of the Loan Documents and the Equity
Documents. The Loan Parties shall have obtained all governmental and third-party approvals necessary in connection herewith, the
financing contemplated hereby, and the continuing operations of the Loan Parties on terms satisfactory to the Administrative Agent
and shall be in full force and effect.


 


12.1.18 Opinions
of Counsel. Opinions of counsel for each Loan Party, including local counsel reasonably requested by the Administrative Agent,
and all other opinions issued pursuant to the Related Transactions.


 


12.1.19 Payment
of Fees. Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses to the extent then due and
payable on the Closing Date, together with all Attorney Costs of the Administrative Agent and each Lender through the Closing
Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s and each Lender’s
reasonable estimate of Attorney Costs incurred or to be incurred by the Administrative Agent and each Lender through the closing
and any post-closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts
between the Company and the Administrative Agent).


 


12.1.20 Related
Agreements. Copies of the Related Agreements.


 


12.1.21 Related
Transactions. Evidence that the Company has completed, or concurrently with the initial credit extension hereunder will complete,
the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder
unless consented to by the Lenders).


 


12.1.22 Search
Results; Debt to be Repaid; Lien Terminations. Certified copies of UCC search reports dated a date reasonably near to the
Closing Date, listing all effective financing statements which name any Loan Party (under their present names and any previous
names) as debtors, together with (a) copies of such financing statements, (b) a payoff letter from each holder of the
Debt to be Repaid, providing for the termination of all agreements relating thereto and the release of all Liens granted in connection
therewith, with UCC or other appropriate termination statements and documents effective to evidence the foregoing (other than
Liens permitted by Section 11.3) and (c) such other UCC termination statements as the Administrative Agent reasonably
may request.


 


12.1.23 Debt
to be Repaid. Evidence that all Debt to be Repaid has been (or concurrently with the initial borrowing will be) paid in full,
and that all agreements and instruments governing the Debt to be (or concurrently with the initial borrowing will be) terminated.


 


12.1.24 Know
Your Customer. The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all
documentation and other information (including, but not limited to, the Company’s W-9 (or successor form) required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without
limitation, the Patriot Act that has been requested.


 






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12.1.26 Financial
Consultant. Evidence that the Company has engaged a financial consultant satisfactory to the Administrative Agent.


 


12.1.27 Subordination
Agreements. A counterpart of each Subordination Agreement executed by the Company (and any applicable Subsidiaries) and the
applicable subordinated secured party, together with all items required to be delivered in connection therewith.


 


12.1.28 Other.
Such other documents, certificates or information as the Administrative Agent reasonably may request.


 


12.2 Delayed
Draw Loan Conditions.


 


12.2.1 Pro-forma
compliance with all financial covenants contained in Section 11.12;


 


12.2.2 the
proceeds of such Delayed Draw Loans shall be used solely to finance Permitted Acquisitions together with transaction fees associated
therewith, growth Capital Expenditures, working capital, and/or other growth initiatives, each as approved by the Administrative
Agent in its sole discretion;


 


12.2.3 the
borrowing date of any Delayed Draw Loan shall be no later than May 17, 2022;


 


12.2.4 the
Administrative Agent shall have received a certificate of a Senior Officer of the Company certifying as to all of the foregoing
and the matters set forth in Section 12.3; and


 


12.2.5 the
Administrative Agent shall have received an executed Borrowing Notice.


 


12.3 Other
Conditions. The obligation of each Lender to disburse any portion of the Loans is subject to the following further conditions
precedent that, both before and after giving effect to any borrowing, the following statements shall be true and correct:


 


(a) the
representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct
in all respects; and


 


(b) no
Event of Default or Unmatured Event of Default shall have then occurred and be continuing.


 


12.4 Confirmatory
Certificate. If requested by the Administrative Agent or any Lender, the Administrative Agent shall have received (in sufficient
counterparts to provide one to each Lender) a certificate dated the date of such requested Loan and signed by a duly authorized
representative of the Company as to the matters set out in Section 12.3 (it being understood that each request by
the Company for the making of a Loan shall be deemed to constitute a representation and warranty by the Company that the conditions
precedent set forth in Section 12.3 will be satisfied at the time of the making of such Loan), together with such
other documents as the Administrative Agent or any Lender reasonably may request in support thereof.


 






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ARTICLE XIII

EVENTS OF DEFAULT AND THEIR EFFECT.


 


13.1 Events
of Default. Each of the following shall constitute an Event of Default under this Agreement:


 


13.1.1 Non-Payment
of the Loans. The Company shall fail (a) to pay when due the principal of any Loan; or (b) to pay within five (5)
days after the same shall become due any interest, fee, or other amount payable by the Company hereunder or under any other Loan
Document.


 


13.1.2 Non-Payment
of Other Debt. Any default shall occur under the terms applicable to any Debt of the Parent or any Loan Party individually
or in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing
to all creditors under any combined or syndicated credit arrangement) exceeding $25,000 with respect to any Loan Party or $250,000
with respect to the Parent, and such default shall (i) consist of the failure to pay such Debt when due, after giving effect
to any cure periods in any documents relating to such Debt, whether by acceleration or otherwise, or (ii)  permit the holder
or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require
the Parent or any Loan Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed
maturity, or (iii) accelerate the maturity, of such Debt.


 


13.1.3 Other
Material Obligations. Following a five (5) Business Day opportunity to cure from the occurrence of the applicable default,
any default in the payment when due, or in the performance or observance of, any obligation of, or condition agreed to by, the
Parent or any Loan Party with respect to any (i) Material Contract or (ii) other agreement, contract or lease, where such default,
singly or in the aggregate with all other such defaults, could reasonably be expected to have a Material Adverse Effect.


 


13.1.4 Bankruptcy,
Insolvency, etc. The Parent or any Loan Party becomes insolvent or generally fails to pay, or admits in writing its inability
or refusal to pay, its debts as they become due; or the Parent or any Loan Party applies for, consents to, or acquiesces in the
appointment of a trustee, receiver or other custodian for such Loan Party or the Parent (as applicable) or any property thereof,
or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for any Loan Party or the Parent (as applicable) or for a substantial part of
the property of any thereof and is not discharged within 45 days; or any bankruptcy, reorganization, debt arrangement, or
other case or proceeding under any Debtor Relief Law, or any dissolution or liquidation proceeding, is commenced in respect of
the Parent or any Loan Party, and if such case or proceeding is not commenced by such Loan Party or the Parent (as applicable),
it is consented to or acquiesced in by such Loan Party or the Parent (as applicable), or remains for 60 days undismissed;
or the Parent or any Loan Party takes any action to authorize, or in furtherance of, any of the foregoing.


 






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13.1.5 Non-Compliance
with Loan Documents.


 


(a) Failure
by any Loan Party or the Parent (as applicable) to comply with or to perform any covenant set forth in Sections 10.1.1,
10.1.2, 10.1.3 (with respect to maintenance of insurance only), 10.1.4 10.1.6, 10.2, 10.3, 10.6,
10.9, 10.10, 10.11, 10.13, Error! Reference source not found., 10.16, or ARTICLE
XI;


 


(b) failure
by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting
an Event of Default under the preceding clause (a) or any other provision of this Article XIII) and continuance of
such failure described in this clause (b) for ten (10) consecutive days after the earlier to occur of (i) the date the Company
first becomes aware (or should have become aware) of such failure and (ii) the date the Administrative Agent notifies the Company
of such failure.


 


13.1.6 Representations;
Warranties. Any representation or warranty made by any Loan Party or Parent (as applicable) herein or any other Loan Document
is breached or is or becomes false or misleading in any material respect (without duplication of materiality qualifiers in any
such representation or warranty), or any schedule, certificate, financial statement, report, notice or other writing furnished
by any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect
(without duplication of materiality qualifiers in any such schedule, certificate, financial statement, report, notice or other
writing) on the date as of which the facts therein set forth are stated or certified.


 


13.1.7 Judgments.
(a) any monetary judgment or order (unless covered by insurance without a reservation of rights by the applicable insurer) which
exceed $200,000 individually or in the aggregate shall be rendered against the Parent or any Loan Party and shall not have been
paid, discharged or vacated or had execution thereof stayed pending appeal within 30 days after entry or filing of such judgment;
and (b) any non-monetary judgment or order that individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect shall be rendered against the Parent or any Loan Party and shall not have been discharged or vacated or had execution
thereof stayed pending appeal within 30 days after entry or filing of such judgment.


 


13.1.8 Invalidity
of Collateral Documents, etc. Any Collateral Document shall cease to be in full force and effect; or any Loan Party (or any
Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability
of any Collateral Document.


 


13.1.9 Guaranty.
(a) Any Loan Party or any other Person shall contest in any manner the validity, binding nature or enforceability of any guaranty
of the Obligations (including the Guaranty and Collateral Agreement) or shall assert the invalidity or unenforceability of, or
deny any liability under, any guaranty of the Obligations (including the Guaranties), or (b) any Loan Party fails to comply
with any of the terms or provisions of any guaranty of the Obligations (including the Guaranties), or (c) any representation or
warranty of any Loan Party is false in any material respect or any covenant is breached by any Loan Party herein or in any Guaranty
of the Obligations (including the Guaranties).


 






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13.1.10 Invalidity
of Subordination Provisions, etc. Any subordination provision in any document or instrument governing Subordinated Debt, or
any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and effect
except as a result of a payment in full of the applicable Subordinated Debt in compliance with the applicable subordination provisions,
or any Loan Party or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the
validity, binding nature or enforceability of any such provision.


 


13.1.11 Payment
of Subordinated Debt. Any Loan Party shall make a payment in respect of any Subordinated Debt unless expressly permitted by
this Agreement or the applicable Subordination Agreement.


 


13.1.12 Change
of Control. A Change of Control shall occur.


 


13.1.13 Key
Executives. Any of the Key Executives (or any replacement in accordance with this Section 13.1.12) (a) is indicted
or convicted of a felony, (b) charged under any law that could reasonably be expected to lead to forfeiture of any material portion
of the Collateral, or (c) unless replaced by the Company within 120 days by a successor reasonably satisfactory to the Administrative
Agent, ceases to devote his or her full business time and efforts to the business of the Loan Parties, or dies, suffers any illness,
injury, or other disability which has caused (or which the Administrative Agent in its reasonable discretion determines imminently
will cause) him or her to be incapacitated or unable to act competently on his or her own behalf.


 


13.1.14 Restraint
of Business. Any Loan Party or any Subsidiary thereof shall be enjoined, restrained, or in any way prevented by court order
from continuing to conduct all or any material part of the business affairs of the Company and its Subsidiaries as conducted on
the date of this agreement, taken as a whole.


 


13.1.15 Parent
Warrant Affirmation. Parent fails to issue the Common Stock (as defined in the Warrant) on the terms and subject to the conditions
set forth in the Warrant.


 


13.1.16 ERISA.
An ERISA Event shall have occurred that, in the opinion of the Administrative Agent, when taken together with other ERISA Events
that have occurred, could reasonably be expected to result in liability to the Company or Subsidiaries in an aggregate amount
exceeding $150,000.


 


13.1.17 Material
Adverse Effect. The occurrence of any event or circumstance which could reasonably be expected to have a Material Adverse
Effect.


 


13.1.19 Licenses.
Any license or permit necessary for or material to the operation of any Loan Parties’ business as conducted on the date
of this Agreement is terminated or revoked by a non-appealable decision of a Governmental Authority.


 


13.1.20 Reports.
Any report, certificate, financial statement or other instrument furnished by any Loan Party to the Administrative Agent in writing
is false in any material respect when so furnished, provided, however, that such report, certificate, financial statement or other
instrument that is false due solely to a commercially reasonable mistake of the Loan Parties shall not be an Event of Default
hereunder and the Loan Parties shall have five (5) Business Days opportunity to cure following notice from the Administrative
Agent.


 






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13.2 Effect
of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company
(regardless as to whether the time periods specified therein shall have expired), the Commitments shall immediately terminate
and the Loans and all other Obligations hereunder shall become immediately due and payable, all without presentment, demand, protest
or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon
the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare
all or any part of the Loans and all other Obligations hereunder to be due and payable, whereupon the Commitments shall immediately
terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable
(in whole or in part, as applicable), all without presentment, demand, protest or notice of any kind. If practical, the Administrative
Agent shall use its reasonable efforts to promptly advise the Company of any such declaration, but failure to do so shall not
impair the effect of such declaration nor result in liability of any kind or nature to the Administrative Agent and the Lenders.
If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition
to all other rights and remedies against the Company and each other Loan Party granted to them in this Agreement, the other Loan
Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, and all rights and remedies
of a creditor under any applicable law or at equity.


 


13.3 Right
to Appointment of Receiver. Without limiting any other rights, options and remedies the Administrative Agent and the Lenders
have under the Loan Documents, the UCC, at law or in equity, if an Event of Default shall occur and be continuing, the Administrative
Agent, on behalf of the Lenders, shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction
in any action taken by the Administrative Agent to enforce its and the Lenders’ rights and remedies in order to manage,
protect and preserve the Collateral, to sell or dispose of the Collateral, to continue the operation of the businesses of the
Company and its Subsidiaries and to collect all revenues and profits thereof and apply the same to the payment of all expenses
and other charges of such receivership including the compensation of the receiver and to the payments as aforesaid until a sale
or other disposition of the Collateral shall be finally made and consummated. The Company, for itself and on behalf of its Subsidiaries,
hereby irrevocably consents to, and waives any right to object to or otherwise contest, the appointment of, a receiver as provided
above. Each of the Company and the other Loan Parties (i) grants such waiver and consent knowingly after having discussed the
implications thereof with counsel, (ii) acknowledges that (A) the uncontested right to have a receiver appointed for the
foregoing purposes is considered essential by the Administrative Agent and the Lenders in connection with the enforcement of their
rights and remedies hereunder and under the other Loan Documents and (B) the availability of such appointment as a remedy under
the foregoing circumstances was a material factor in inducing the Lenders to make the Loans to the Company, and (iii) agrees to
enter into any and all stipulations in any legal actions, or agreements or other instruments required or reasonably appropriate
in connection with the foregoing, and to cooperate fully with the Administrative Agent and the Lenders in connection with the
assumption and exercise of control by any receiver over all or any portion of the Collateral.


 






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13.4 Cooperation
in Event of Default. If any Event of Default shall occur and be continuing, in addition to the acceleration and other provisions
set forth in this Article XIII, the Company shall, and shall cause each of its Subsidiaries to, take any action that
the Administrative Agent, for the benefit of itself and the Lenders, may request in order to enable the Administrative Agent to
obtain and enjoy the full rights and benefits granted to Agent hereunder. The Company shall not, and shall not permit any of its
Subsidiaries to, resist or interfere with any action taken by the Administrative Agent in accordance with this Article XIII.
In furtherance (and not in limitation) of the foregoing, the Company hereby (a) grants to the Administrative Agent, for the benefit
of the Lender, after the occurrence and during the continuance of an Event of Default, an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation to the Company or any of its Subsidiaries) to use, assign, license or sublicense
any intellectual property, now owned or hereafter acquired by the Company or any of its Subsidiaries, and wherever the same may
be located, including in such license reasonable access as to all media in which any of the licensed items may be recorded or
stored and to all computer programs and used for the compilation or printout thereof; and (b) agrees to prepare, sign and file
with any applicable Governmental Authority or any other Person the assignor’s or transferor’s portion of any application
or applications for consent to the assignment of or transfer of control over any of the Loan Parties’ licenses and/or permits
necessary or appropriate for approval by any person or Governmental Authority of any sale, assignment or transfer to the Administrative
Agent or any other Person of such licenses.


 


13.5 Setoff.
The Company agrees for itself and each of its Subsidiaries that the Administrative Agent and each Lender and Lenders may have
all rights of set-off and bankers’ lien provided by applicable law. If an Event of Default shall have occurred and be continuing,
the Administrative Agent, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time
or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency), including
the Obligations, at any time owing by the Administrative Agent, such Lender, or any such Affiliate to or for the credit or the
account of the Company or any of its Subsidiaries against any and all of the obligations of the Company or such Subsidiary now
or hereafter existing under this Agreement or any other Loan Document to the Administrative Agent or such Lender whether or not
then due, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under this Agreement
or any other Loan Document and although such obligations of the Company or such Subsidiary may be contingent or unmatured. The
rights of the Administrative Agent, each Lender, and their respective Affiliates under this Section are in addition to other rights
and remedies (including other rights of setoff) that the Administrative Agent, such Lender, or their respective Affiliates may
have. If practical, the Administrative Agent and each Lender agrees to use reasonable efforts to notify the Company and the Administrative
Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 






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13.6 Sharing
of Payments. 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 the Administrative
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, provided that:


 


(a) if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(b) the
provisions of this Section 13.6 shall not be construed to apply to (x) any payment made by the Company pursuant
to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Company or any Subsidiary
thereof (as to which the provisions of this Subsection shall apply).


 


The Company for itself and each other Loan
Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the Company and each other Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Company and each other
Loan Party in the amount of such participation.


 


ARTICLE XIV

THE AGENT


 


14.1 Appointment
and Authorization. Each of the Lenders hereby irrevocably appoints Post Road Administrative LLC to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article XIV are solely for
the benefit of the Administrative Agent and the Lenders, and neither the Company nor any other Loan Party shall have rights as
a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such
term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


14.2 Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in
any kind of business with, the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 






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14.3 Exculpatory
Provisions.


 


(a) The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents,
and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative
Agent:


 


(i) shall
not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;


 


(ii) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Lender in violation of any Debtor Relief
Law; and


 


(iii) shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by
the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


(b) The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 13.2, 13.3, and 15.1),
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by
final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent in writing by the Company or a Lender.


 


(c) The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Article XII or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 






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14.4 Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender,
the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall
have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with
legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


14.5 Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. Any such sub agent
acts as a non-fiduciary agent of the Administrative Agent. The Company agrees to pay to the Servicer, if any, any fee agreed upon
pursuant to Section 4.2. The Administrative 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 Affiliates. The exculpatory provisions of this Article XIV
shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall
apply to their respective activities in connection with the syndication of the Loans as well as activities as Administrative Agent.
The Administrative Agent shall not be responsible for the negligence or misconduct of any sub agents except to the extent that
a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross
negligence or willful misconduct in the selection of such sub agents.


 


14.6 Resignation
of Administrative Agent.


 


(a) The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Company. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders)
(the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to),
on behalf of the Lenders, appoint a successor Administrative Agent. Whether or not a successor has been appointed, such resignation
shall become effective in accordance with such notice on the Resignation Effective Date.


 






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(b) With
effect from the Resignation Effective Date (i) the retiring or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to
hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable
by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder
and under the other Loan Documents, the provisions of this Article XIV and Sections 15.5 and 15.15
shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative
Agent was acting as the Administrative Agent.


 


14.7 Non-Reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that
it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.


 


14.8 No Other
Duties. Anything herein to the contrary notwithstanding, no Person identified on the facing page or signature pages of this
Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,”
“lead manager,” “arranger,” “lead arranger” or “co-arranger,” if any, shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent or a Lender hereunder.


 


14.9 Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law, the Administrative
Agent (irrespective of whether the principal of any Loan then shall be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and
empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Article IV and Sections 15.5 and 15.15) allowed in such judicial proceeding;
and


 






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(b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Article IV and Sections 15.5 and 15.15.


 


14.10 Indemnification.
Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand the Administrative
Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), according to its applicable Pro Rata Share, from and against any and all Indemnified
Liabilities (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any
portion of the Indemnified Liabilities to the extent determined by a final, nonappealable judgment of a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of the Administrative Agent or any sub agent. No action taken
in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct
for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand
for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and Taxes) incurred by the Administrative
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, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed promptly for such expenses by or on behalf of the Company. The undertaking in this Section shall survive
repayment of the Loans, cancellation of the Notes, any foreclosure under any of the Loan Documents, or any modification, release
or discharge of, any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of the Administrative
Agent.


 


14.11 Collateral
Matters.


 


(a) The
Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:


 


(i) to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
all Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or
otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted
under the Loan Documents, or (iii) subject to Section 15.1, if approved, authorized or ratified in writing by the Required
Lenders;


 






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(ii) to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 11.3(d); and


 


(iii) to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 14.11.


 


(b) The
Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding
the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s
Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible
or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


ARTICLE XV

GENERAL


 


15.1 Waiver;
Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other
or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or
consent with respect to, any provision of this Agreement or the other Loan Documents shall in any event be effective unless the
same shall be in writing and acknowledged by the Company and the Lenders having an aggregate Pro Rata Shares of not less than
the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any
provision of this Agreement, by the Company and the Required Lenders, and then any such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver
or consent shall (a) extend or increase the Commitment of any Lender without the written consent of such Lender; (b) extend
the date scheduled for payment of any principal (excluding voluntary or mandatory prepayments) of, or interest on, the Loans,
or any fees payable hereunder without the written consent of each Lender directly affected thereby; (c) reduce the principal
amount of any Loan (excluding voluntary or mandatory prepayments), the rate of interest thereon or any fees payable hereunder,
without the consent of each Lender directly affected thereby; or (d) release any party from its obligations under the Guaranty
and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition
of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect
an amendment, modification, waiver or consent, without, in each case set forth in this clause (d), the written consent of all
Lenders. No provision of Section 6.2 with respect to the timing or application of mandatory prepayments of the Loans
shall be amended, modified or waived without the consent of the Required Lenders and the Company. No provision of Article XIV
or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified
or waived without the consent of the Administrative Agent. The Administrative Agent shall receive copies of all amendments, modifications
and waivers of, or consents with respect to, any provision of this Agreement or the other Loan Documents.


 






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15.2 Confirmations.
The Company and each holder of a Note agree from time to time, upon written request received by it from the other, to confirm
to the other in writing (with a copy of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount
of the Loans then outstanding under such Note.


 


15.3 Notices.
All notices hereunder shall be in writing (including e-mail and facsimile transmission) and shall be sent to the applicable party
at its address shown on Annex B or at such other address as such party may, by written notice received by the other
parties, have designated as its address for such purpose. Notices sent by e-mail shall be deemed to have been given on the next
Business Day after being sent; notices sent by facsimile transmission shall be deemed to have been given when sent if a confirming
notice is also sent by overnight courier; notices served in person, upon acceptance or refusal of delivery; notices sent by mail
shall be deemed to have been given three (3) Business Days after the date when sent by registered or certified mail, postage prepaid;
and notices sent by overnight courier service shall be deemed to have been given on the first (1st) Business Day following the
day such notice is delivered to such carrier. Any notice properly given hereunder but the delivery thereof is refused by the recipient,
shall be deemed to have been properly given and received.


 


15.4 Costs,
Expenses and Taxes. The Company agrees to pay on demand all reasonable out-of-pocket fees, costs and expenses of the Administrative
Agent and the Lenders (including Attorney Costs and, if required hereunder, any Taxes) and its Related Parties in connection with
the preparation, execution, syndication, delivery and administration (including perfection and protection of any of the Collateral
and the costs of Firmex (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents
provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or
waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all out-of-pocket
fees, costs and expenses (including Attorney Costs and, if required hereunder, any Taxes) incurred by the Administrative Agent
and the Lenders and from an Event of Default which remains uncured, as further delineated in Article XIII, and in
connection with the collection of the Obligations or the enforcement of this Agreement, the other Loan Documents or any such other
documents or during any workout, restructuring or negotiations in respect thereof or any exercise of any rights or remedies hereunder
or under the other Loan Documents. In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders
harmless from all liability for, any fees of the Company’s auditors or examiners in connection with any reasonable exercise
by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for
in this Section 15.4 shall survive repayment of the Loans and termination of this Agreement.


 






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15.5 Successors
and Assigns.


 


15.5.1 Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written
consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Assignee in accordance with the provisions of Section 15.5.2, (ii) to a Participant by
way of participation in accordance with the provisions of Section 15.5.4, or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of Section 15.5.6 (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in Section 15.5.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


15.5.2 Assignments
by Lenders. Any Lender may at any time assign to one or more Persons (each, an “Assignee”) all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing
to it); provided that (in each case with respect to any Loan) any such assignment shall be subject to the following conditions:


 


(a) 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 (in each case with respect to any Loan) or contemporaneous assignments to related Approved Funds that equal at least
$1,000,000 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


 


(ii) in
any case not described in paragraph (a)(i) of this Section 15.5.2, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding
principal balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 unless the Administrative
Agent otherwise consents.


 


(b) 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.


 






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(c) Required
Consents. No consent shall be required for any assignment except to the extent required by paragraph (a)(ii) of this
Section 15.5.2 and, in addition, the consent of the Administrative Agent shall be required for assignments in respect
of (i) any unfunded Commitments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of
such Lender or an Approved Fund with respect to such Lender, or (ii) any Loans to a Person who is not a Lender, an Affiliate of
a Lender or an Approved Fund.


 


(d) Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption
substantially in the form of Exhibit E or any other form approved by the Administrative Agent (an “Assignment
and Assumption”), together with (i) an administrative questionnaire in the form prescribed by the Administrative Agent
and/or the Servicer, (ii) such “know-your-customer” documents as may be required by the Administrative Agent and/or
the Servicer and (iii) a processing and recordation fee of $3,500, which fee shall be payable by the assigning Lender, except
for in the case when the Company has requested to replace a Lender, then such fee shall be payable by the Company; provided
that the Administrative 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 the Administrative Agent an administrative questionnaire
containing such information and payment details with respect to the Assignee as the Administrative Agent reasonably may request.


 


(e) No Assignment
to Certain Persons. No such assignment shall be made to the Company or any of the Company’s Affiliates or Subsidiaries.


 


(f) No Assignment
to Natural Persons. No such assignment shall be made to a natural Person.


 


Subject to acceptance
and recording thereof by the Administrative Agent pursuant to Section 15.5.3, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 8.1, 15.5, 15.14, 15.15, 15.16, and 15.17 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 15.5.4.


 


15.5.3 Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its
offices in Stamford, Connecticut (or, in the event a Servicer is appointed by the Administrative Agent, the Servicer shall maintain
at one of its offices), a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amounts 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 the Company, the Administrative Agent and the 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 the Company and any Lender, at any reasonable time and from time to time upon reasonable prior written notice.


 






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15.5.4 Participations.
Any Lender may at any time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations
to any Person (other than a natural Person or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
and (iii) the Company, the Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall
be responsible for the indemnity under Section 14.10 with respect to any payments made by such Lender to its Participant(s).
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the third sentence of Section 15.3 that affects such Participant.
The Company agrees that each Participant shall be entitled to the benefits of Section 8.1 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to Section 15.5.2; provided that such
Participant agrees to be subject to the provisions of Section 8.2 as if it were an Assignee under Section 15.5.2.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.5 as though it
were a Lender; provided that such Participant agrees to be subject to Section 7.4 as though it were a Lender.


 


15.5.5 Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 7.6
and 8.1 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 7.6 unless the
Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company,
to comply with Section 7.6.5 as though it were a Lender.


 


15.5.6 Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


15.6 Governing
Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other
Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and
construed in accordance with, the law of the State of New York.


 






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15.7 Confidentiality.
Each of the Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person
or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners);
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party
hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to
an agreement containing provisions substantially the same as those of this Section, to (i) any Assignee of or Participant in,
or any prospective Assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or
prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by
reference to the Company and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating
agency in connection with rating the Company or its Subsidiaries or (ii) the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers with respect to the Loans; (h) with the consent of the Company; or (i) to the
extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available
to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other
than the Company. Notwithstanding the foregoing, the Company consents to the publication by the Administrative Agent or any Lender
of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and the
Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion
in league table measurements. The Administrative Agent shall have the right to share any documents and information it receives
from or concerning the Loan Parties with the Lenders and their Related Parties.


 


For purposes of this
Section, “Information” means all information received from the Company or any of its Subsidiaries relating to
the Company or any of its Subsidiaries or any of their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries;
provided that, in the case of information received from the Company or any of its Subsidiaries after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


15.8 Severability.
Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 






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15.9 Nature
of Remedies. All Obligations of the Company and rights of the Administrative Agent and the Lenders expressed herein or in
any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


15.10 Entire
Agreement. This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the
parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating
to the subject matter hereof and thereof (except as relates to the fees described in Section 4.1) and any prior arrangements
made with respect to the payment by the Company of (or any indemnification for) any fees, costs or expenses payable to or incurred
(or to be incurred) by or on behalf of the Administrative Agent or the Lenders. Acceptance of or acquiescence in a course of performance
or course of dealing rendered or taken under or with respect to this Agreement or the other Loan Documents will not be relevant
to determine the meaning of this Agreement or the other Loan Documents even though the accepting or acquiescing party had knowledge
of the nature of the performance and opportunity for objection.


 


15.11 Counterparts;
Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as
provided in Article XII, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or
in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


15.12 Captions.
Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.


 


15.13 Customer
Identification - USA Patriot Act Notice. Each Lender (for itself and not on behalf of any other party) hereby notifies the
Loan Parties that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26,
2001 (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties,
which information includes the name and address of the Loan Parties and other information that will allow such Lender to identify
the Loan Parties in accordance with the Act.


 






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15.14 INDEMNIFICATION
BY THE COMPANY. IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS
AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, THE COMPANY AND THE OTHER LOAN PARTIES SHALL JOINTLY AND SEVERALLY
INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES
AND AGENTS OF THE ADMINISTRATIVE AGENT, EACH LENDER, AND EACH OF THEIR RELATED PARTIES (EACH A “LENDER PARTY”)
FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING
REASONABLE ATTORNEY COSTS, INCLUDING ALL TAXES (UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT AS NOT BEING THE RESPONSIBILITY OF
THE COMPANY INCLUDING EXCLUDED TAXES) (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE LENDER
PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL
STOCK, PURCHASE OF ASSETS INCLUDING ANY SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION,
STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION
OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED
THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS
ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR
ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES
ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY
REASON, THE COMPANY AND EACH OTHER LOAN PARTY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF
EACH OF THE INDEMNIFIED LIABILITIES WHICH IS ENFORCEABLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.14
SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE
OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.


 






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15.15 Nonliability
of Lenders. The relationship between the Company on the one hand and the Lenders and the Administrative Agent on the other
hand shall be solely that of borrower and lender (except to the extent expressly set forth in Section 15.14). Neither
the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection
with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
Neither the Administrative Agent nor any Lender undertakes any responsibility to any Loan Party to review or inform any Loan Party
of any matter in connection with any phase of any Loan Party’s business or operations. The Company agrees, on behalf of
itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to any Loan Party
(whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party in connection with, arising out of, or
in any way related to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission
or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent
jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought.
NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED
THROUGH FIRMEX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY
HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND
AGREES NOT TO SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE).
The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement
and the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders.


 


15.16 Jurisdiction.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL
BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF NEW YORK COUNTY, THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; OR, IF THE ADMINISTRATIVE AGENT INITIATES SUCH ACTION, IN ADDITION TO THE FOREGOING
COURTS, ANY COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE OR TO WHICH THE ADMINISTRATIVE AGENT SHALL REMOVE SUCH ACTION,
TO THE EXTENT SUCH COURT OTHERWISE HAS JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS IN
ADVANCE TO THE JURISDICTION OF SUCH COURTS IN ANY ACTION OR PROCEEDING COMMENCED IN OR REMOVED BY THE ADMINISTRATIVE AGENT TO
ANY OF SUCH COURTS, HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND
HEREBY AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH LOAN PARTY AT THE ADDRESS SET FORTH IN SECTION 15.3. EACH LOAN PARTY WAIVES ANY CLAIM THAT ANY COURT
HAVING SITUS IN NEW YORK COUNTY, NEW YORK, IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD ANY LOAN
PARTY, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE PERIOD OF
TIME PRESCRIBED BY LAW AFTER THE MAILING THEREOF, SUCH LOAN PARTY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY
BE ENTERED BY THE ADMINISTRATIVE AGENT AGAINST SUCH LOAN PARTY AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR
PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR THE LOAN PARTIES SET FORTH IN THIS SECTION 15.16 SHALL NOT BE DEEMED TO
PRECLUDE THE ENFORCEMENT, BY THE ADMINISTRATIVE AGENT, OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY THE ADMINISTRATIVE
AGENT, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES
THE RIGHT TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.


 






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15.17 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 15.17.


 


15.18 Convertible
Note Offering. The Company, the Parent and the Administrative Agent agree to discuss mechanisms to pay down or repay in full
the Debt incurred by Parent pursuant to the Convertible Note Offering, subject in all respects to the Administrative Agent’s
discretion.


 


15.19 Parent
Acknowledgment and Consent. Parent acknowledges and agrees that it will be bound by the terms of Sections 6.3, 9.29,
9.30, 9.31, 9.32, 10.15, 10.17, 11.1, 11.2, 11.3, 11.5, 11.9,
11.17, 13.1.2, 13.1.15 and 15.18 of this Agreement and will comply with such terms insofar as such
terms are applicable to the Parent.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date
first set forth above.


 


	 	COMPANY:
	 	 
	 	T3 COMMUNICATIONS, INC., 
	 	a Nevada corporation
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	                                            



 


Signature Page to Credit Agreement

 




     


     


    

 


	 	GUARANTORS:
	 	 
	 	T3 COMMUNICATIONS, INC., 
	 	a Florida corporation
	 	 
	 	By:	 
	 	Name: 	                                      
	 	Title:	 
	 	 
	 	SHIFT8 NETWORKS, INC., a Texas Corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Prior to the consummation of the Nexogy Acquisition: 
	 	 
	 	NEXOGY ACQUISITION, INC., a Florida corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Upon consummation of the Nexogy Acquisition: 
	 	 
	 	NEXOGY, INC., a Florida corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



  


Signature Page to
Credit Agreement


 




     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	POST ROAD ADMINISTRATIVE LLC, as the Administrative Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Authorized Signatory
	 	 
	 	LENDER:
	 	 
	 	POST ROAD SPECIAL OPPORTUNITY FUND II LP, a Delaware limited partnership
	 	 
	 	By:	                                          
	 	Name: 	 
	 	Title:	Authorized Signatory


 


Signature Page to
Credit Agreement


 




     


     


    

 


	 	PARENT:
	 	 
	 	DIGERATI TECHNOLOGIES, INC., a Nevada corporation
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	                                       



 


Signature Page to
Credit Agreement


 




     


     


    

 


ANNEX A


 


LENDERS, COMMITMENTS AND PRO RATA SHARES


 


	Lender:	 	Term Loan A Commitment	 	 	Term Loan B Commitment	 	 	Delayed Draw Commitment	 	 	Pro Rata Share	 
	Post Road Special Opportunity Fund II LP	 	$	10,500,000	 	 	$	3,500,000	 	 	$	6,000,000	 	 	 	100	%
	Total	 	$	10,500,000	 	 	$	3,500,000	 	 	$	6,000,000	 	 	 	100	%




 




     


     


    

 


ANNEX B


 


ADDRESSES FOR NOTICES