Exhibit 10.3


 


 





LOAN AND SECURITY AGREEMENT


 


 


Dated as of __________________, 2014


 


 


among


 


 


DIGITAL CADDIES, INC.,


an Oklahoma corporation,


 


 


DIGITAL CADDIES (US) INC.,


a Nevada corporation,


 


and


 


DIGITAL CADDIES (CANADA) INC.,


an Ontario (Canada) corporation,


 


 


each sometimes individually as a “Borrower”
and sometimes collectively, as “Borrowers”,


 


 


and


 


 


VENTURE LENDING & LEASING VI, INC.,


a Maryland corporation,


 


 


and


 


 


VENTURE LENDING & LEASING VII, INC.,


a Maryland corporation,


 


each, as “Lender”


 




    	 



    	 



    

LOAN AND SECURITY AGREEMENT


 


Borrowers
and each of Venture Lending & Leasing VI, Inc. (“VLL6”) and Venture Lending & Leasing VII, Inc.
(“VLL7”) have entered or anticipate entering into one or more transactions pursuant to which each Lender
severally and not jointly agrees to make available to Borrowers a loan facility governed by the terms and conditions set forth
in this document and one or more Supplements executed by Borrowers and Lender which incorporate this document by reference. Each
Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document,
so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).


 


Accordingly,
the parties agree as follows:


 


ARTICLE 1 - INTERPRETATION


 


1.1Definitions.
The terms defined in Article 11 and in the Supplement will have the meanings therein specified for purposes of this Agreement.


 


1.2Inconsistency.
In the event of any inconsistency between the provisions of any Supplement and this document, the provisions of the Supplement
will be controlling for the purpose of all relevant transactions.


 


1.3Several
Obligations of Lender. The parties are entering into this single Agreement for convenience, and this Agreement is and shall
be interpreted for all purposes as separate and distinct agreements between Borrowers and VLL6, on the one hand, and Borrowers
and VLL7, on the other hand, and nothing in this Agreement shall be deemed a joint venture, partnership or other association between
VLL6 and VLL7. Each reference in this Agreement to “Lender” shall mean and refer to each of VLL6 and VLL7, singly and
independent of one another. Without limiting the generality of the foregoing, the Commitment, covenants and other obligations of
“Lender” under this Agreement are several and not joint obligations of VLL6 and VLL7, and all rights and remedies of
“Lender” under this Agreement may be exercised by VLL6 and/or VLL7 independently of one another.


 


ARTICLE
2 - THE COMMITMENT AND LOANS


 


2.1The
Commitment. Subject to the terms and conditions of this Agreement, Lender agrees to make term loans to Borrowers from time
to time from the Closing Date and to and including, the Termination Date in an aggregate principal amount not exceeding the Commitment.
The Commitment is not a revolving credit commitment, and Borrowers do not have the right to repay and reborrow hereunder. Each
Loan requested by Borrowers to be made on a single Business Day shall be for a minimum principal amount set forth in the Supplement,
except to the extent the remaining Commitment is a lesser amount.


 


2.2Notes
Evidencing Loans; Repayment; Currency of Repayments. 


 


(a)Each
Loan shall be evidenced by a separate Note executed by Borrowers payable to the order of Lender, in the total principal amount
of the Loan. Principal and interest of each Loan shall be payable at the times and in the manner set forth in the Note and regularly
scheduled payments thereof shall be effected by automatic debit of the appropriate funds from the Primary Operating Account of
Borrowers as specified in the initial Supplement hereto. Repayment of the Loans and payment of all other amounts owed to Lender
will be paid by Borrowers in the currency in which the same has been provided (i.e., United States Dollars (the “Contractual
Currency”)). Borrowers shall incur the cost in the event of and in respect of any conversion of a currency to the
Contractual Currency.


 


(b)In
the event a Borrower is required to deduct or withhold any Taxes (hereinafter defined) from any amount payable to Lender hereunder,
Borrowers agree to pay such additional amount as may be necessary to ensure that Lender receives a net amount, free and clear of,
and without deduction or withholding for, or on account of, all Taxes, equal to the full amount which it would have received had
no such withholding been made. “Taxes” includes any present or future tax, levy import, duty, charge,
fee, deduction or withholding of any nature and whatever called, by any governmental or other fiscal authority of any country,
including any state or province thereof or subdivision thereof, or the equivalent, on whomever and whatever imposed, levied, collected,
withheld or assessed, in any event from or with respect of any amount payable to Lender. Upon request, such Borrower shall promptly
deliver to Lender receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any such
withholding.


 


2.3Procedures
for Borrowing.


 


(a)At
least five (5) Business Days’ prior to a proposed Borrowing Date (or such lesser period of time as may be agreed upon by
Lender in its sole discretion), Lender shall have received from Parent, on behalf of Borrowers, a written request for a borrowing
hereunder (a “Borrowing Request”). Each Borrowing Request shall be in substantially the form of Exhibit
“B” to the Supplement, shall be executed by a responsible executive or financial officer of Parent, on behalf of
Borrowers, and shall state how much is requested, and shall be accompanied by such other information and documentation as Lender
may reasonably request, including the original executed Note(s) for the Loan(s) covered by the Borrowing Request.


 


(b)No
later than 1:00 p.m. Pacific Standard Time on the Borrowing Date, if Borrowers have satisfied the applicable conditions precedent
in Article 4 hereof by 9:00 a.m. Pacific Standard Time on such Borrowing Date, Lender shall make the Loan available to Borrowers
in immediately available funds.


 


2.4Interest.
Except as otherwise specified in the applicable Note and/or Supplement, Basic Interest on the outstanding principal balance of
each Loan shall accrue daily at the Designated Rate from the Borrowing Date. If the outstanding principal balance of such Loan
is not paid at maturity, interest shall accrue at the Default Rate until paid in full, as further set forth herein.


 


2.5Intentionally
Omitted.


 


2.6Interest
Rate Calculation. Basic Interest, along with charges and fees under this Agreement and any Loan Document, shall be calculated
for actual days elapsed on the basis of a 360-day year, which results in higher interest, charge or fee payments than if a 365-day
year were used. In no event shall Borrowers be obligated to pay Lender interest, charges or fees at a rate in excess of the highest
rate permitted by applicable law from time to time in effect, including, without limitation, Section 347 of the Criminal Code (Canada).
For the purposes of disclosure under the Interest Act (Canada), for the purposes of this Agreement, whenever interest to be paid
hereunder is to be calculated on the basis of 360 days or any other period of time that is less than a calendar year, the yearly
rate of interest to which the rate determined pursuant to such calculation is equivalent, is the rate so determined multiplied
by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other number
of days in such period, as the case may be.


 


2.7Default
Interest. Any unpaid payments in respect of the Obligations shall bear interest from their respective maturities, whether scheduled
or accelerated, at the Default Rate. Borrowers shall pay such interest on demand.


 


2.8Late
Charges. If Borrowers are late in making any payment in respect of the Obligations by more than five (5)
days, then Borrowers agree to pay a late charge of five percent (5%) of the installment due, but not less than fifty dollars ($50.00)
for any one such delinquent payment. This late charge may be charged by Lender for the purpose of defraying the expenses incidental
to the handling of such delinquent amounts. Borrowers acknowledge that such late charge represents a reasonable sum considering
all of the circumstances existing on the date of this Agreement and represents a fair and reasonable estimate of the costs that
will be sustained by Lender due to the failure of Borrowers to make timely payments. Borrowers further agree that proof of actual
damages would be costly and inconvenient. Such late charge shall be paid without prejudice to the right of Lender to collect any
other amounts provided to be paid or to declare a default under this Agreement or any of the other Loan Documents or from exercising
any other rights and remedies of Lender.


 


2.9Lender’s
Records. Principal, Basic Interest and all other sums owed under any Loan Document shall be evidenced by entries in records
maintained by Lender for such purpose. Each payment on and any other credits with respect to principal, Basic Interest and all
other sums outstanding under any Loan Document shall be evidenced by entries in such records. Absent manifest error, Lender’s
records shall be prima facie evidence thereof. Lender shall make such records available to Borrowers upon Borrowers’ reasonable
request.


 


2.10Grant
of Security Interests; Filing of Financing Statements. 


 


(a)
To secure the timely payment and performance of all of the Obligations, each Borrower hereby grants to Lender continuing security
interests in all of the Collateral of such Borrower. In connection with the foregoing, each Borrower authorizes Lender to prepare
and file any financing statements in the United States describing the Collateral without otherwise obtaining such Borrower’s
signature or consent with respect to the filing of such financing statements. In addition, each Borrower agrees to assist in the
filing or recordation of such other documents or instruments as may be customary or reasonably required by Lender in accordance
with the laws of the jurisdiction where such Borrower or its Collateral is located.


 


(b)
In furtherance of Borrowers’ grant of the security interests in the Collateral pursuant to Section 2.10(a) above,
each Borrower hereby pledges, assigns and grants to Lender a security interest in all
Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights
to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing,
as security for the performance of the Obligations. On the Closing Date or at any time thereafter following Lender’s request,
the certificate or certificates for the Shares will be delivered to Lender, accompanied by an instrument of assignment duly executed
in blank by such Borrower, unless such Shares have not been certificated. To the extent required by the terms and conditions governing
the Shares, each Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to
reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect
the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Lender and
cause new certificates representing such securities to be issued in the name of Lender or its transferee(s). Each Borrower will
execute and deliver such documents, and take or cause to be taken such actions, as Lender may reasonably request to perfect or
continue the perfection of Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be
continuing, each Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers
and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken
which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of
such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance
of an Event of Default.


 


(c)
Each Borrower is and shall remain absolutely and unconditionally liable, on a joint and several basis, for the performance of the
Obligations, including, without limitation, any deficiency by reason of the failure of the Collateral to satisfy all amounts due
Lender under any of the Loan Documents. 


 


(d)
The Liens in all Collateral granted or pledged (as applicable) by each Borrower under the Security Documents shall secure the timely
payment and performance of all Obligations. Except as expressly provided in Section 6.5 of this Agreement, no Collateral in which
Lender has been granted a Lien under the Security Documents shall be released by Lender until such time as all Obligations (other
than inchoate indemnity obligations) have been satisfied and paid in full.


 


ARTICLE
3 - REPRESENTATIONS AND WARRANTIES


 


Each
Borrower, jointly and severally, represents and warrants that, except as set forth in the Supplement or the Schedule of Exceptions
hereto, if any, as of the Closing Date and each Borrowing Date:


 


3.1Due
Organization. Each Borrower is a corporation or company duly organized and validly existing in good standing under the laws
of the jurisdiction of its organization or incorporation, and is duly qualified to conduct business and is in good standing in
each other jurisdiction in which its business is conducted or its properties are located, except where the failure to be in good
standing or so qualified would not reasonably be expected to have a Material Adverse Effect.


 


3.2Authorization,
Validity and Enforceability. The execution, delivery and performance of all Loan Documents executed by each Borrower are within
each such Borrower’s corporate or company powers, have been duly authorized, and are not in conflict with any Borrower’s
certificate of incorporation and by-laws or the terms of any charter or other organizational document of any Borrower, as amended
from time to time; and all such Loan Documents constitute valid and binding obligations of each Borrower, enforceable in accordance
with their terms (except (i) as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’
rights in general; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies, and (iii) subject to general principles of equity).


 


3.3Compliance
with Applicable Laws. Each Borrower has complied with all licensing, permit and fictitious name requirements necessary to lawfully
conduct the business in which it is engaged, and to any sales, leases or the furnishing of services by such Borrower, including
without limitation those requiring consumer or other disclosures, the noncompliance with which would have a Material Adverse Effect.


 


3.4No
Conflict. The execution, delivery, and performance by each Borrower of all Loan Documents are not in conflict with any law,
rule, regulation, order or directive applicable to such Borrower, or any material indenture, agreement, or undertaking to which
such Borrower is a party or by which such Borrower may be bound or affected. Without limiting the generality of the foregoing,
the issuance of the Warrant to Lender (or its designee) and the grant of registration rights in connection therewith do not violate
any agreement or instrument by which Parent is bound or require the consent of any holders of Parent’s securities other than
consents which have been obtained prior to the Closing Date.


 


3.5No
Litigation, Claims or Proceedings. There is no litigation, tax claim, proceeding or dispute pending, or, to the knowledge of
each Borrower, threatened against or affecting such Borrower, its property or the conduct of its business.


 


3.6Correctness
of Financial Statements. Borrowers’ consolidated financial statements which have been delivered to Lender fairly and
accurately reflect in all material respects Borrowers’ financial condition in accordance with GAAP (except that unaudited
financial information does not include certain non-cash expenses or balance sheet items such as stock compensation expense and
any amounts related to any beneficial conversion features of any debt, convertible debt or convertible securities) as of the latest
date of such financial statements; and, since that date there has been no Material Adverse Change.


 


3.7Subsidiaries.
Each Borrower is a majority owner of or in a control relationship with the business entities set forth on Schedule 3.7 hereto.


 


3.8Environmental
Matters. To its knowledge after reasonable inquiry, each Borrower has concluded that such Borrower is in compliance with Environmental
Laws applicable to its business, except to the extent a failure to be in such compliance could not reasonably be expected to have
a Material Adverse Effect.


 


3.9No
Event of Default. No Default or Event of Default has occurred and is continuing.


 


3.10Full
Disclosure. None of the representations or warranties made by any Borrower in the Loan Documents as of the date such representations
and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of any Borrower in connection with the Loan Documents (including disclosure materials delivered by or on behalf
of any Borrower to Lender prior to the Closing Date or pursuant to Section 5.2 hereof), contains any untrue statement of a material
fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made or delivered, it being recognized by Lender that
any projections and forecasts provided to Lender by Borrowers in good faith and based upon reasonable assumptions are not to be
viewed as facts and that actual results during the period or periods covered by any such projections and forecasts may differ from
the projected or forecasted results.


 


3.11Specific
Representations Regarding Collateral. 


 


(a)Title.
Except for the security interests created by this Agreement and Permitted Liens, (i) each Borrower is and will be the unconditional
legal and beneficial owner of its Collateral, and (ii) such Collateral is genuine and subject to no Liens, rights or defenses of
others. There exist no prior assignments or encumbrances of record with the U.S. Patent and Trademark Office, the U.S. Copyright
Office or any equivalent offices and registrars in any foreign jurisdiction (e.g., appropriate Canadian provincial offices for
PPSA filings) affecting any Collateral in favor of any third party, except for Permitted Liens.


 


(b)Rights
to Payment. The names of the obligors, amount owing to each Borrower, due dates and all other information with respect to the
Rights to Payment are and will be correctly stated in all material respects in all Records relating to the Rights to Payment. Each
Borrower further represents and warrants, to its knowledge, that each Person appearing to be obligated on a Right to Payment has
authority and capacity to contract and is bound as it appears to be.


 


(c)Location
of Collateral. Each Borrower’s chief executive office, Inventory, Records, Equipment, and any other offices or places
of business are located at the address(es) shown on the Supplement (or in transit to such locations), as updated by such Borrower
from time to time in accordance with Section 5.9(c).


 


(d)Business
Names. Other than its full corporate or company name, no Borrower has conducted business using any trade names or fictitious
business names except as shown on the Supplement.


 


3.12
Copyrights, Patents, Trademarks and Licenses.


 


(a)Each
Borrower owns or is licensed or otherwise has the right to use all of the patents, trademarks, service marks, trade names,
copyrights, contractual franchises, authorizations and other similar rights that are reasonably necessary for the operation of
its business, without conflict with the rights of any other Person.


 


(b)To
each Borrower’s knowledge, no slogan or other advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by such Borrower infringes upon any rights held by any other Person.


 


(c)No
claim or litigation regarding any of the foregoing is pending or, to each Borrower’s knowledge, threatened, and no patent,
invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or proposed which,
in either case, if adversely determined could reasonably be expected to have a Material Adverse Effect.


 


3.13Regulatory
Compliance. If applicable, each Borrower has met the minimum funding
requirements of ERISA and Canadian Benefit Plans with respect to any employee benefit plans subject to ERISA or Canadian Benefit
Plans, as applicable. If applicable, no event has occurred resulting from any Borrower’s
failure to comply with ERISA or Canadian Benefit Plans that is reasonably likely to result in such Borrower’s incurring any
liability that could have a Material Adverse Effect. No Borrower is an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940. No Borrower is engaged principally,
or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). If applicable,
each Borrower has complied with all the provisions of the Federal Fair Labor Standards Act and equivalent Canadian law.


 


3.14
Shares. Each Borrower has full power and authority to create a first priority Lien on the Shares and no disability or contractual
obligation exists that would prohibit such Borrower from pledging the Shares pursuant to this Agreement. To each Borrower’s
knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options
exercisable with respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid
and non-assessable. To each Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action,
arbitration, administrative or other proceeding, and such Borrower knows of no reasonable grounds for the institution of any such
proceedings.


 


3.15
Survival. The representations and warranties of Borrowers as set forth in this Agreement survive the execution and delivery
of this Agreement.


 


ARTICLE
4 - CONDITIONS PRECEDENT


 


4.1Conditions
to First Loan. The obligation of Lender to make its first Loan hereunder is, in addition to the conditions precedent specified
in Section 4.2 and in any Supplement, subject to the fulfillment of the following conditions and to the receipt by Lender of the
documents described below, duly executed and in form and substance reasonably satisfactory to Lender and its counsel:


 


(a)Resolutions.
A copy of the resolutions of the Board of Directors of each Borrower authorizing the execution, delivery and performance by such
Borrower of the Loan Documents, certified by an officer of each such Borrower as being true, correct and complete as of the Closing
Date.


 


(b)Incumbency
and Signatures. A certificate of the secretary (or other senior officer) of each Borrower, in each case, certifying the names
of the officer or officers of each such Borrower authorized to sign the Loan Documents, together with a sample of the true signature
of each such officer.


 


(c)Legal
Opinion. The opinion of legal counsel for Borrowers as to such matters as Lender may reasonably request, in form and substance
satisfactory to Lender.


 


(d)Charter
Documents. Copies of the organizational and charter documents (e.g., certificate of incorporation and bylaws) of each Borrower,
certified by an officer of each such Borrower as being true, correct and complete as of the Closing Date.


 


(e)This
Agreement. Original counterparts of this Agreement and the initial Supplement, with all schedules completed and attached thereto,
and disclosing such information as is reasonably acceptable to Lender.


 


(f)Lien
Perfection Documents. Filing copies (or other evidence of filing reasonably satisfactory to Lender and its counsel) of such
UCC financing statements, collateral assignments, account control agreements, and termination statements, with respect to the Collateral
as Lender shall reasonably request. 


 


(g)Intellectual
Property Security Agreement. An Intellectual Property Security Agreement, in form and substance satisfactory to Lender.


 


(h)Lien
Searches. UCC, PPSA, judgment, bankruptcy and tax lien searches of each Borrower from such jurisdictions, countries or offices
as Lender may reasonably request (e.g., jurisdictions in which the Collateral is located or in which a Borrower is organized or
operates its business), all as of a date reasonably satisfactory to Lender and its counsel.


 


(i)Good
Standing Certificate. A certificate of status or good standing of each Borrower as of a date acceptable to Lender from the
jurisdiction of such Borrower’s organization and any foreign jurisdictions where such Borrower is qualified to do business
and the failure to be so qualified could reasonably be expected to have a Material Adverse Effect.


 


(j)Warrants.
Original warrant instruments (the “Warrants”) issued by Parent exercisable for such number, type and
class of shares of Parent’s capital stock, and for an initial exercise price as is specified in the Warrants.


 


(k)Insurance
Certificates. Insurance certificates showing Lender as loss payee or additional insured on each Borrower’s commercial
general liability and business personal property insurance policies.


 


(l)Other
Documents. Such other documents and instruments as Lender may reasonably request to effectuate the intents and purposes of
this Agreement, including any Security Documents Lender determines are reasonably necessary or desirable to create, maintain, perfect
or continue the perfection of Lender’s Liens in the Collateral.


 


4.2Conditions
to All Loans. The obligation of Lender to make its initial Loan and each subsequent Loan is subject to the following further
conditions precedent that:


 


(a)No
Default. No Default or Event of Default has occurred and is continuing or will result from the making of any such Loan, and
the representations and warranties of Borrowers contained in Article 3 of this Agreement and Part 3 of the Supplement are true
and correct in all material respects as of the Borrowing Date of such Loan, except to the extent such representations and warranties
are made as of a specified date in which case such representations and warranties shall be true and correct in all material respects
as of such earlier date.


 


(b)No
Material Adverse Change. No event has occurred that has had or could reasonably be expected to have a Material Adverse Change.


 


(c)Borrowing
Request. Parent, on behalf of Borrowers, shall have delivered to Lender a Borrowing Request for such Loan.


 


(d)Note.
Borrowers shall have delivered an original executed Note evidencing such Loan, substantially in the form attached to the Supplement
as an exhibit.


 


(e)Supplemental
Lien Filings. Each Borrower shall have executed and delivered (or authorized the execution and delivery of) such additional
Security Documents, any required filings or registrations for Lien perfection in the United States or any jurisdiction in which
the Collateral is located, account control agreements, financing statements and third party waivers as Lender may reasonably request
in connection with the proposed Loan, in order to create, protect or perfect or to maintain the perfection of Lender’s Liens
on the Collateral.


 


(f)Financial
Projections. Parent shall have delivered to Lender Parent’s business plan and/or financial projections or forecasts
as most recently approved by Parent’s Board of Directors the extent the foregoing has not been previously provided to Lender.


 


ARTICLE
5 - AFFIRMATIVE COVENANTS


 


During
the term of this Agreement and until its performance of all Obligations, Borrowers will:


 


5.1Notice
to Lender. Promptly give written notice to Lender of:


 


(a)Any
litigation or administrative or regulatory proceeding affecting any Borrower where the amount claimed against such Borrower is
at the Threshold Amount or more, or where the granting of the relief requested could reasonably be expected to have a Material
Adverse Effect; or of the acquisition by any Borrower of any commercial tort claim, including brief details of such claim and such
other information as Lender may reasonably request to enable Lender to better perfect its Lien in such commercial tort claim as
Collateral.


 


(b)Any
substantial dispute which may exist between any Borrower and any governmental or regulatory authority which, if adversely determined,
could reasonably be expected to result in a Material Adverse Change.


 


(c)The
occurrence of any Default or any Event of Default.


 


(d)Any
change in the location of any of any Borrower’s places of business or Collateral at least thirty (30) days in advance of
such change, or of the establishment of any new, or the discontinuance of any existing, place of business.


 


(e)Any
dispute or default by any Borrower or any other party under any joint venture, partnering, distribution, cross-licensing, strategic
alliance, collaborative research or manufacturing, license or similar agreement which could reasonably be expected to have a Material
Adverse Effect.


 


(f)Any
other matter which has resulted or could reasonably be expected to result in a Material Adverse Change.


 


(g)Any
Subsidiary any Borrower intends to acquire or create.


 


5.2Financial
Statements. Deliver to Lender or cause to be delivered to Lender, in form and detail reasonably satisfactory to Lender the
following financial and other information, which each Borrower warrants shall be accurate and complete in all material respects:


 


(a)Monthly
Financial Statements. As soon as available but no later than thirty (30) days after the end of each month, Parent’s consolidated
unaudited balance sheet as of the end of such period, and Parent’s consolidated unaudited income statement and cash flow
statement for such period and for that portion of Parent’s financial reporting year ending with such period, prepared in
accordance with GAAP (except that such unaudited financial information shall not be required to include certain non-cash expenses
or balance sheet items such as stock compensation expense and any amounts related to any beneficial conversion features of any
debt, convertible debt or convertible securities) and attested by a responsible financial officer of Parent as being complete and
correct and fairly presenting in all material respects Borrowers’ financial condition and the results of Borrowers’
operations. 


 


(b)Year-End
Financial Statements. No later than 120 days after the end of each financial reporting year, a complete copy of Parent’s
audit report, which shall include a consolidated balance sheet, income statement, statement of changes in equity and statement
of cash flows for such year, prepared in accordance with GAAP and certified by an independent certified public accountant selected
by Parent and reasonably satisfactory to Lender (the “Accountant”). The Accountant’s certification
shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrowers’
records or otherwise. 


 


(c)Compliance
Certificates. Simultaneously with the delivery of each set of financial statements referred to in paragraphs (a) and (b) above,
a certificate of Parent, substantially in the form of Exhibit “C” to the Supplement, which shall certify, among
other things, whether any Default or Event of Default exists on the date of such certificate, and if so, setting forth the details
thereof and the action which Borrowers are taking or propose to take with respect thereto. 


 


(d)Government
Required Reports; Press Releases. Promptly after sending, issuing, making available, or filing, copies of all statements released
to any news media for publication, all material reports, proxy statements, and financial statements that any Borrower sends or
makes available to its stockholders, and, not later than five (5) Business Days after actual filing or the date such filing was
first due, all registration statements and reports that any Borrower files or is required to file with the Securities and Exchange
Commission (including all reports on Form 10-K, 10-Q and 8-K) or any other governmental or regulatory authority.


 


(e)Other
Information. Such other statements, lists of property and accounts, operating budgets (as updated), sales projections, forecasts,
reports, 409A valuation reports (if applicable), operating plans, financial exhibits, capitalization tables (as updated) and information
relating to equity and debt financings consummated after the Closing Date (including post-closing capitalization table(s)), or
other information as Lender may from time to time reasonably request. 


 


(f)Board
Packages. Each Borrower will promptly provide Lender with copies of all notices, minutes, consents and other materials, financial
or otherwise, which such Borrower provides to its board of directors.


 


5.3
Intentionally Omitted. 


 


5.4Existence.
Maintain and preserve each Borrower’s existence, present form of business, and all rights and privileges necessary or desirable
in the normal course of its business; and keep all such Borrower’s property in good working order and condition, ordinary
wear and tear excepted.


 


5.5Insurance.
Obtain and keep in force insurance in such amounts and types as is usual in the type of business conducted by each Borrower, with
insurance carriers having a policyholder rating of not less than “A” and financial category rating of Class VII in
“Best’s Insurance Guide,” unless otherwise approved by Lender. Such insurance policies must be in form and substance
reasonably satisfactory to Lender, and shall list Lender as an additional insured or loss payee, as applicable, on endorsement(s)
in form reasonably acceptable to Lender. Each Borrower shall furnish to Lender such endorsements, and upon Lender’s request,
copies of any or all such policies.


 


5.6Accounting
Records. Maintain adequate books, accounts and records, and prepare all financial statements in accordance with GAAP to the
extent applicable (except for certain non-cash adjustments by year-end and certain adjustments that may be made as a result of
an audit), and in compliance with the regulations of any governmental or regulatory authority having jurisdiction over any Borrower
or any such Borrower’s business; and upon reasonable prior notice, permit employees or agents of Lender at such reasonable
times during normal business hours as Lender may request, at Lender’s expense (unless an
Event of Default has occurred and is then continuing, in such case, at Borrowers’ expense), to inspect each Borrower’s
properties, and to examine, and make copies and memoranda of each Borrower’s books, accounts and recordsNotwithstanding the
foregoing, if no Event of Default has occurred and is continuing, Lender shall limit such inspections to no more than once every
six months.


 


5.7Compliance
with Laws. Comply with all laws (including Environmental Laws), rules, regulations applicable to, and all orders and directives
of any governmental or regulatory authority having jurisdiction over, each Borrower or such Borrower’s business, except when
the failure to so comply would not reasonably be expected to have a Material Adverse Effect, and with all material agreements to
which such Borrower is a party, except where the failure to so comply would not have a Material Adverse Effect.


 


5.8Taxes
and Other Liabilities. Pay all each Borrower’s Indebtedness when due; pay all taxes and other governmental or regulatory
assessments before delinquency or before any penalty attaches thereto, except as may be contested in good faith by the appropriate
procedures and for which such Borrower shall maintain appropriate reserves; and timely file all required tax returns.


 


5.9Special
Collateral Covenants. 


 


(a)Maintenance
of Collateral; Inspection. Do all things reasonably necessary to maintain, preserve, protect and keep all Collateral in good
working order and salable condition, ordinary wear and tear and obsolescence excepted, deal with the Collateral in all ways as
are considered standard practice by owners of like property, and use the Collateral lawfully and, to the extent applicable, only
as permitted by each Borrower’s insurance policies. Maintain, or cause to be maintained, materially complete and accurate
Records relating to the Collateral. Upon reasonable prior notice at reasonable times during normal business hours (but in no case
more than once every six months if no Event of Default has occurred and is continuing), each Borrower hereby authorizes Lender’s
officers, employees, representatives and agents to inspect the Collateral and to discuss the Collateral and the Records relating
thereto with each such Borrower’s officers and employees, and, in the case of any Right to Payment after the occurrence and
during the continuance of an Event of Default, with any Person which is or may be obligated thereon. The inspections described
in this Section 5.9(a) shall be at Lender’s expense unless an Event of Default has occurred
and is then continuing, in which case such inspections shall be at Borrowers’ expense.


 


(b)
Documents of Title. Not sign or authorize the signing of any financing statement or other document naming any Borrower as debtor
or obligor, or acquiesce or cooperate in the issuance of any bill of lading, warehouse receipt or other document or instrument
of title with respect to any Collateral, except those negotiated to Lender, or those naming Lender as secured party, or if solely
to create, perfect or maintain a Permitted Lien.


 


(c)
Change in Location or Name. Without at least 10 Business Days’ prior written notice to Lender: (a) not relocate any Collateral
or Records, its chief executive office, or establish a place of business at a location other than as specified in the Supplement;
and (b) not change its name, mailing address, location of Collateral, jurisdiction of incorporation or organization or its legal
structure.


 


(d)
Decals, Markings. At the request of Lender, to the extent commercially practicable, firmly affix a decal, stencil or other
marking to designated items of Equipment, indicating thereon the security interest of Lender; provided, however, that Lender agrees
to not make such a request unless Lender reasonably believes that an event which would have a material adverse effect with respect
to, or cause confusion as to the identification of, such Equipment (or other Collateral) or Lender’s Lien interests therein,
is reasonably likely to occur.


 


(e)
Agreement with Persons in Possession of Collateral. Obtain and maintain such acknowledgments, consents, waivers and agreements
(each a “Waiver”) from the owner, operator, lienholder, mortgagee, landlord or any Person in possession
of tangible Collateral in excess of $25,000 per location as Lender may require, all in form and substance reasonably satisfactory
to Lender.


 


(f)
Certain Agreements on Rights to Payment. Other than in the ordinary course of business, not make any material discount, credit,
rebate or other reduction in the original amount owing on a Right to Payment or accept in satisfaction of a Right to Payment less
than the original amount thereof.


 


5.10
Authorization for Automated Clearinghouse Funds Transfer. (i) Authorize Lender to initiate debit entries to the Primary Operating
Account, specified in the Supplement hereto, through Automated Clearinghouse (“ACH”) transfers, in order
to satisfy the regularly scheduled monthly payments of principal and interest; (ii) provide Lender at least thirty (30) days notice
of any change in the Primary Operating Account; and (iii) grant Lender any additional authorizations necessary to begin ACH debits
for regularly scheduled monthly payments of principal, interest from a new account which becomes the Primary Operating Account.


 


ARTICLE
6 - NEGATIVE COVENANTS


 


During
the term of this Agreement and until the performance of all Obligations, no Borrower will:


 


6.1Indebtedness.
Be indebted for borrowed money, the deferred purchase price of property, or leases which would be capitalized in accordance with
GAAP; or become liable as a surety, guarantor, accommodation party or otherwise for or upon the obligation of any other Person,
except:


 


(a)Indebtedness
incurred for the acquisition of supplies or inventory on normal trade credit; 


 


(b)Indebtedness
incurred pursuant to one or more transactions permitted under Section 6.4;


 


(c)Indebtedness
of Borrowers under this Agreement;


 


(d)Subordinated
Debt; and


 


(e)any
Indebtedness approved by Lender prior to the Closing Date as shown on Schedule 6.1.


 


6.2Liens.
Create, incur, assume or permit to exist any Lien, or grant any other Person a negative pledge, on any Borrower’s property,
except Permitted Liens.


 


6.3Dividends.
Pay any dividends or purchase, redeem or otherwise acquire or make any other distribution with respect to any of Borrower’s
capital stock, except (a) dividends or other distributions solely of capital stock of Parent, and (b) so long as no Event of Default
has occurred and is continuing, repurchases of stock from employees, directors or consultants upon termination of employment under
reverse vesting or similar repurchase plans not to exceed $100,000 in any calendar year.


 


6.4Fundamental
Changes. (a)Liquidate or dissolve; (b) enter into, or permit any of any Borrower’s Subsidiaries to enter into, any
Change of Control; or (c) acquire, or permit any of any Borrower’s Subsidiaries to acquire, all or substantially all of the
capital stock or property of another Person. 


 


6.5Sales
of Assets. Sell, transfer, lease, license or otherwise dispose of (a “Transfer”) any of Borrowers’
assets (including, without limitation, Shares and indebtedness of any Subsidiary),
except (i) licenses of Intellectual Property for fair consideration in the ordinary course of business consistent with industry
practice and approved by the applicable Borrower’s Board of Directors, provided that such licenses of Intellectual Property
neither result in a legal transfer of title of the licensed Intellectual Property nor have the same effect as a sale of such Intellectual
Property; (ii) Transfers of worn-out, obsolete or surplus property (each as determined by the applicable Borrower in its reasonable
judgment); (iii) Transfers of Inventory in the ordinary course of business; (iv) Transfers constituting Permitted Liens; (v) Transfers
permitted in Section 6.6 hereunder; and (vi) Transfers of Collateral (other than Intellectual Property) for fair consideration
and in the ordinary course of its business.


 


6.6Loans/Investments.
Make or suffer to exist any loans, guaranties, advances, or investments, except:


 


(a)accounts
receivable in the ordinary course of Borrower’s business;


 


(b)investments
in domestic certificates of deposit issued by, and other domestic investments with, financial institutions organized under the
laws of the United States or a state thereof, having at least One Hundred Million Dollars ($100,000,000) in capital and a rating
of at least “investment grade” or “A” by Moody’s or any successor rating agency;


 


(c)investments
in marketable obligations of the United States of America or its agencies or any state and in open market commercial paper given
the highest credit rating by a national credit agency and maturing not more than one year from the creation thereof;


 


(d)temporary
advances to cover incidental expenses to be incurred in the ordinary course of business;


 


(e)investments
in joint ventures, strategic alliances, licensing and similar arrangements customary in the applicable Borrower’s industry
and which do not require such Borrower to assume or otherwise become liable for the obligations of any third party not directly
related to or arising out of such arrangement or, without the prior written consent of Lender, require such Borrower to transfer
ownership of non-cash assets to such joint venture or other entity;


 


(f)investments
of cash in one or more wholly-owned Subsidiaries of a Borrower, so long as if required by Section 6.14(a) of this Agreement, each
such Subsidiary has been made a co-borrower hereunder or has executed and delivered to Lender an agreement, in form and substance
reasonably satisfactory to Lender, containing a guaranty of the Obligations; and


 


(g)to
the extent not otherwise covered above, investments in the ordinary course of business and permitted under the applicable Borrower’s
investment policy as approved by its board of directors, which policy shall be provided to Lender.


 


6.7
Transactions with Related Persons. Directly or indirectly enter into any transaction with or for the benefit of a Related Person
on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing, unless
approved by the disinterested members of the applicable Borrower’s board of directors.


 


6.8Other
Business. Engage in any material line of business other than the business each Borrower conducts as of the Closing Date or
any business reasonably related or incidental thereto.


 


6.9Financing
Statements and Other Actions. Fail to execute and deliver to Lender all financing statements, notices and other documents (including,
without limitation, as applicable, any filings with (i) the United States Patent and Trademark Office, (ii) the United States Copyright
Office and (iii) the equivalent offices and registrars in any foreign jurisdictions as Lender determines is necessary for Lien
perfection under foreign law) from time to time reasonably requested by Lender to maintain a perfected first priority security
interest in the Collateral in favor of Lender, subject to Permitted Liens; perform such other acts, and execute and deliver to
Lender such additional conveyances, assignments, agreements and instruments, as Lender may at any time request in connection with
the administration and enforcement of this Agreement or Lender’s rights, powers and remedies hereunder. 


 


6.10
Compliance. Become an “investment company” or controlled by an “investment company,” within the meaning
of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business
of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Loan for such purpose. Fail
to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to
occur, fail to comply with the Federal Fair Labor Standards Act or violate any law or regulation, which violation could have a
Material Adverse Effect, or permit any of its subsidiaries to do any of the foregoing.


 


6.11
Other Deposit and Securities Accounts. Maintain any Deposit Accounts or accounts holding securities owned by any Borrower except
(i) Deposit Accounts and investment/securities accounts as set forth in the Supplement, and (ii) other Deposit Accounts and securities/investment
accounts, in each case, with respect to which such Borrower and Lender shall have taken such action as Lender reasonably deems
necessary to obtain a perfected first priority security interest therein, subject to Permitted Liens. The provisions of
the previous sentence shall not apply to Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and
benefit payments to or for the benefit of any Borrower’s employees.


 


6.12Prepayment
of Indebtedness. Prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness
(other than the Loans). Notwithstanding the foregoing, Lender agrees that the conversion or exchange into a Borrower’s equity
securities of any Indebtedness (other than the Loans) shall not be prohibited by this Section 6.12.


 


6.13Repayment
of Subordinated Debt. Repay, prepay, redeem or otherwise satisfy in any manner any Subordinated Debt, except in accordance
with the terms of any subordination agreement among the applicable Borrower, Lender and the holder(s) of such Subordinated Debt.
Notwithstanding the foregoing, Lender agrees that the conversion or exchange into a Borrower’s equity securities of any Subordinated
Debt and the payment of cash in lieu of fractional shares shall not be prohibited by this Section 6.13.


 


6.14Subsidiaries.



 


(a)Acquire
or create any domestic Subsidiary, unless such Subsidiary becomes, at Lender’s option, either a co-borrower hereunder or
executes and delivers to Lender one or more agreements, in form and substance reasonably satisfactory to Lender, containing a guaranty
of the Obligations that is secured by first priority Liens on such Person’s assets. For clarity, the parties acknowledge
and agree that Lender shall have the exclusive right to determine whether any such domestic Subsidiary will be made a co-borrower
hereunder or a guarantor of the Obligations. In addition, Lender shall have the right to require a foreign Subsidiary to become,
at Lender’s option, either a co-borrower hereunder or execute and deliver to Lender one or more agreements, in form and substance
reasonably satisfactory to Lender, containing a guaranty of the Obligations that is secured by first priority Liens on such Person’s
assets, unless any of the foregoing actions would reasonably be expected to result in material adverse tax consequences to Borrowers
as mutually determined by Borrowers and Lender. Prior to the acquisition or creation of any such Subsidiary, Borrowers shall notify
Lender thereof in writing, which notice shall contain the jurisdiction of such Subsidiary’s formation and include a description
of such Subsidiary’s fully diluted capitalization and Borrowers’ purpose for its acquisition or creation of such Subsidiary.


 


(b)Sell,
transfer, encumber or otherwise dispose of a Borrower’s ownership interest in any Subsidiary of such Borrower, other than
Permitted Liens. In furtherance of the foregoing, each of Digital Caddies (US) Inc. and Digital Caddies (Canada) Inc.
shall at all times remain a wholly-owned subsidiary of Parent.


 


(c)Cause
or permit a Subsidiary to do any of the following: (i) grant Liens on such Subsidiary’s assets, except for Liens that would
constitute Permitted Liens if incurred by such Borrower and Liens on any property held or acquired by such Subsidiary in the ordinary
course of its business securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring
such property; provided, that such Lien attaches solely to the property acquired with such Indebtedness and that the principal
amount of such Indebtedness does not exceed one hundred percent (100%) of the cost of such property; and (ii) issue any additional
Shares.


 


6.15Leases.
Create, incur, assume, or suffer to exist any obligation as lessee for the rental or hire of any personal property.


 


ARTICLE
7 - EVENTS OF DEFAULT


 


7.1Events
of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make
any additional Loan shall be temporarily suspended until such time (if any) as such Default has been cured within any applicable
cure period or waived by Lender. The occurrence of any of the following (each, an “Event of Default”)
shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic
Interest and principal, as well as any other Obligations and other amounts owing under any Loan Documents, immediately due and
payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other
notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:


 


(a)Borrowers
shall fail to pay any principal or interest under this Agreement or any Note, or fail to pay any fees or other charges when due
under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; or an
Event of Default as defined in any other Loan Document shall have occurred and be continuing.


 


(b)Any
representation or warranty made, or financial statement, certificate or other document provided, by any Borrower under any Loan
Document shall prove to have been false or misleading in any material respect when made or deemed made herein.


 


(c)(i)
Any Borrower shall fail to pay its debts generally as they become due; or (ii) any Borrower shall commence any Insolvency Proceeding
with respect to itself, an involuntary Insolvency Proceeding shall be filed against any Borrower, or a custodian, receiver, trustee,
assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of
the properties of any Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower
or is not dismissed within forty five (45) days; or (iii) the dissolution, winding up, or termination of the business or cessation
of operations of any Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution
or winding up of such Borrower pursuant to the provisions of such Borrower’s charter documents); or (iv) any Borrower shall
take any corporate or company action for the purpose of effecting, approving, or consenting to any of the foregoing.


 


(d)Any
Borrower shall be in default beyond any applicable period of grace or cure under any other material agreement involving the borrowing
of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person
in an amount in excess of the Threshold Amount.


 


(e)Any
governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained
by any Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, could reasonably be expected
to have a Material Adverse Effect.


 


(f)Any
sale, transfer or other disposition of all or a substantial or material part of the assets of any Borrower, including without limitation
to any trust or similar entity, shall occur, except as otherwise permitted herein.


 


(g)Any
judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against any Borrower which remain unsatisfied,
unvacated or unstayed pending appeal for ten (10) or more Business Days after entry thereof.


 


(h)Any
Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.


 


(i)Any
Borrower shall fail to perform or observe any covenant contained in Article 5 or elsewhere in this Agreement or any other Loan
Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the
breach of such covenant is not cured within 30 days after the sooner to occur of such Borrower’s receipt of notice of such
breach from Lender or the date on which such breach first becomes known to any senior officer of such Borrower; provided,
however that if such breach is not capable of being cured within such 30-day period and such Borrower timely notifies Lender
of such fact and such Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in such
Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional
60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject
of a prior failure within the preceding 180 days or which is a willful and knowing breach by such Borrower.


 


7.2Remedies
upon Default. Upon the occurrence and during the continuance of an Event of Default, Lender shall be entitled to, at its option,
exercise any or all of the rights and remedies available to a secured party under the UCC, PPSA or any other applicable law (including
laws of the United States and any jurisdiction in which the Collateral is located, such as Canada), and exercise any or all of
its rights and remedies provided for in this Agreement and in any other Loan Document. The obligations of Borrowers under this
Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligations is
rescinded or must otherwise be returned by Lender upon, on account of, or in connection with, the insolvency, bankruptcy or reorganization
of any Borrower or otherwise, all as though such payment had not been made.


 


7.3Sale
of Collateral. Upon the occurrence and during the continuance of an Event of Default, Lender may sell all or any part of the
Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery,
and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, each Borrower hereby specifically
waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect
from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In
case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained
by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of
such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of
exercising its power of sale, proceed to enforce its security interest in the Collateral by seeking a judgment or decree of a court
of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect,


 


(1)Subject
to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an
exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such
term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine;


 


(2)Lender
may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the
exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Borrower in, to and under any Copyright
Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and each Borrower
hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful
action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or
willful misconduct; and


 


(3)Upon
request by Lender, each Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory
to Lender for the implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a
Copyright, Patent or Trademark. In the event of any such disposition pursuant to this clause 3, each Borrower shall supply
its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and
sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks
and to the distribution of said products, to Lender.


 


(4)If,
at any time when Lender shall determine to exercise its right to sell the whole or any part of the Shares hereunder, such Shares
or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any
similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part
thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the
other requirements of this Article 7, and shall not be required to effect such registration or to cause the same to be effected.
Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable
securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering
such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and
negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited
investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment
and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above
in this Article 7, if any of the Shares shall not be freely distributable to the public without registration under the Securities
Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required
to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of
law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions:


 


(A)as to
the financial sophistication and ability of any Person permitted to bid or purchase at any such sale;


(B)as to
the content of legends to be placed upon any certificates representing the Shares sold in such sale, including restrictions on
future transfer thereof;


(C)as to
the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access
to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the
Shares so sold for investment for its own account and not with a view to the distribution thereof; and


(D)as to
such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any
failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’
rights and the Securities Act and all applicable state or provincial securities laws.


(5)Each
Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort
to one or more private sales thereof in accordance with clause (4) above. Each Borrower also acknowledges that any such
private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner
solely by virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the Shares for the period
of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, or
under applicable state securities laws, even if Borrower and/or the Subsidiary would agree to do so.


 


7.4Borrowers’
Obligations upon Default. Upon the request of Lender after the occurrence and during the continuance of an Event of Default,
each Borrower will:


 


(a)Assemble
and make available to Lender the Collateral at such place(s) as Lender shall reasonably designate, which places(s) shall be within
the jurisdiction(s) such Collateral is located at the time of such request, segregating all Collateral so that each item is capable
of identification; and


 


(b)Subject
to the rights of any lessor, permit Lender, by Lender’s officers, employees, agents and representatives, to enter any premises
where any Collateral is located, to take possession of the Collateral, to complete the processing, manufacture or repair of any
Collateral, and to remove the Collateral, or to conduct any public or private sale of the Collateral, all without any liability
of Lender for rent or other compensation for the use of such Borrower’s premises.


 





ARTICLE
8 - SPECIAL COLLATERAL PROVISIONS


 


8.1Compromise
and Collection. Borrowers and Lender recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors
with respect to certain of the Rights to Payment; that certain of the Rights to Payment may be or become uncollectible in whole
or in part; and that the expense and probability of success of litigating a disputed Right to Payment may exceed the amount that
reasonably may be expected to be recovered with respect to such Right to Payment. Each Borrower hereby authorizes Lender, after
and during the continuance of an Event of Default, to compromise with the obligor, accept in full payment of any Right to Payment
such amount as Lender shall negotiate with the obligor, or abandon any Right to Payment. Any such action by Lender shall be considered
commercially reasonable so long as Lender acts in good faith based on information known to it at the time it takes any such action.


 


8.2Performance
of Borrowers’ Obligations. Without having any obligation to do so, upon reasonable prior notice to Borrowers, Lender
may perform or pay any obligation which any Borrower has agreed to perform or pay under this Agreement, including, without limitation,
the payment or discharge of taxes or Liens levied or placed on or threatened against the Collateral. In so performing or paying,
Lender shall determine the action to be taken and the amount necessary to discharge such obligations. Borrowers shall reimburse
Lender within 10 days after demand for any amounts paid by Lender pursuant to this Section, which amounts shall constitute Obligations
secured by the Collateral and shall bear interest from the date of demand at the Default Rate.


 


8.3Power
of Attorney. For the purpose of protecting and preserving the Collateral and Lender’s rights under this Agreement, each
Borrower hereby irrevocably appoints Lender, with full power of substitution, as its attorney-in-fact with full power and authority,
after the occurrence and during the continuance of an Event of Default, to do any act which such Borrower is obligated to do hereunder;
to exercise such rights with respect to the Collateral as such Borrower might exercise; to use such Inventory, Equipment, Fixtures
or other property as such Borrower might use; to enter such Borrower’s premises; to give notice of Lender’s security
interest in, and to collect the Collateral; and before or after Default, to execute and file in any Borrower’s name any financing
statements, amendments and continuation statements, account control agreements or other Security Documents necessary or desirable
to create, maintain, perfect or continue the perfection of Lender’s security interests in the Collateral. Each Borrower hereby
ratifies all that Lender shall lawfully do or cause to be done by virtue of this appointment.


 


8.4Authorization
for Lender to Take Certain Action. The power of attorney created in Section 8.3 is a power coupled with an interest and shall
be irrevocable. The powers conferred on Lender hereunder are solely to protect its interests in the Collateral and shall not impose
any duty upon Lender to exercise such powers. Lender shall be accountable only for amounts that it actually receives as a result
of the exercise of such powers and in no event shall Lender or any of its directors, officers, employees, agents or representatives
be responsible to any Borrower for any act or failure to act, except for gross negligence or willful misconduct. After the occurrence
and during the continuance of an Event of Default, Lender may exercise this power of attorney without notice to or assent of any
Borrower, in the name of Borrower, or in Lender’s own name, from time to time in Lender’s sole discretion and at Borrowers’
expense. To further carry out the terms of this Agreement, after the occurrence and during the continuance of an Event of Default,
Lender may:


 


(a)Execute
any statements or documents or take possession of, and endorse and collect and receive delivery or payment of, any checks, drafts,
notes, acceptances or other instruments and documents constituting Collateral, or constituting the payment of amounts due and to
become due or any performance to be rendered with respect to the Collateral.


 


(b)Sign
and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts; drafts, certificates and statements
under any commercial or standby letter of credit relating to Collateral; assignments, verifications and notices in connection with
Accounts; or any other documents relating to the Collateral, including without limitation the Records.


 


(c)Use
or operate Collateral or any other property of any Borrower for the purpose of preserving or liquidating Collateral.


 


(d)File
any claim or take any other action or proceeding in any court of law or equity or as otherwise deemed appropriate by Lender for
the purpose of collecting any and all monies due or securing any performance to be rendered with respect to the Collateral.


 


(e)Commence,
prosecute or defend any suits, actions or proceedings or as otherwise deemed appropriate by Lender for the purpose of protecting
or collecting the Collateral. In furtherance of this right, upon the occurrence and during the continuance of an Event of Default,
Lender may apply for the appointment of a receiver or similar official to operate any Borrower’s business.


 


(f)Prepare,
adjust, execute, deliver and receive payment under insurance claims, and collect and receive payment of and endorse any instrument
in payment of loss or returned premiums or any other insurance refund or return, and apply such amounts at Lender’s sole
discretion, toward repayment of the Obligations or replacement of the Collateral.


 


8.5Application
of Proceeds. Any Proceeds and other monies or property received by Lender pursuant to the terms of this Agreement or any Loan
Document may be applied by Lender first to the payment of expenses of collection, including without limitation reasonable attorneys’
fees, and then to the payment of the Obligations in such order of application as Lender may elect.


 


8.6Deficiency.
If the Proceeds of any disposition of the Collateral are insufficient to cover all costs and expenses of such sale and the payment
in full of all the Obligations, plus all other sums required to be expended or distributed by Lender, then each Borrower shall
be liable, on a joint and several basis, for any such deficiency.


 


8.7Lender
Transfer. Upon the transfer of all or any part of the Obligations, Lender may transfer all or part of the Collateral and shall
be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee
shall be vested with all the rights and powers of Lender hereunder with respect to such Collateral so transferred, but with respect
to any Collateral not so transferred, Lender shall retain all rights and powers hereby given.


 


8.8Lender’s
Duties.


 


(a)Lender
shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct
which may be considered the exercise of reasonable care, Lender shall be deemed to have exercised reasonable care in the custody
and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Lender accords its
own property, it being understood that Lender shall not have any responsibility for ascertaining or taking action with respect
to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless
of whether Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against
any Person with respect to any Collateral. Under no circumstances shall Lender be responsible for any injury or loss to the Collateral,
or any part thereof, arising from any cause beyond the reasonable control of Lender.


 


(b)Lender
may at any time deliver the Collateral or any part thereof to any Borrower and the receipt of such Borrower shall be a complete
and full acquittance for the Collateral so delivered, and Lender shall thereafter be discharged from any liability or responsibility
therefor.


 


(c)Neither
Lender, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lender
shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by any
Borrower or any other party through the ordinary negligence of Lender, or any of its directors, officers, employees, agents, attorneys
or any other person affiliated with or representing Lender.


 


8.9Termination
of Security Interests. Upon the payment in full of the Obligations and satisfaction of all Borrowers’ obligations under
this Agreement and the other Loan Documents, and if Lender has no further obligations under its Commitment, the Liens granted hereby
shall terminate and all rights to the Collateral shall revert to Borrowers. Upon any such termination, Lender shall, with commercially
reasonable promptness, at Borrowers’ expense, execute and deliver to Borrowers such documents as Borrowers shall reasonably
request to evidence such termination. 


 


ARTICLE
9 - GENERAL PROVISIONS


 


9.1Notices.
Any notice given by any party under any Loan Document shall be in writing and personally delivered, sent by overnight courier,
or United States or Canadian mail, postage prepaid, or sent by facsimile, or other authenticated message, charges prepaid, to the
other party’s or parties’ addresses shown on the Supplement. Each party may change the address or facsimile number
to which notices, requests and other communications are to be sent by giving written notice of such change to each other party.
Notice given by hand delivery shall be deemed received on the date delivered; if sent by overnight courier, on the next Business
Day after delivery to the courier service; if by first class mail, on the third Business Day after deposit in the U.S. Mail or
Canadian Mail; and if by facsimile, on the date of transmission.


 


9.2Binding
Effect. The Loan Documents shall be binding upon and inure to the benefit of Borrowers and Lender and their respective successors
and assigns; provided, however, that no Borrower may assign or transfer such Borrower’s rights or obligations under any Loan
Document. Lender reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any
interest in, Lender’s rights and obligations under the Loan Documents. In connection with any of the foregoing, Lender may
disclose all documents and information which Lender now or hereafter may have relating to the Loans, Borrowers, or their business;
provided that any Person who receives such information shall have agreed in writing to maintain the confidentiality of such information
on terms no less favorable to Borrowers as are set forth in Section 9.13.


 


9.3No
Waiver. Any waiver, consent or approval by Lender of any Event of Default or breach of any provision, condition, or covenant
of any Loan Document must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach
or default shall be deemed a waiver of any later breach or default of the same or any other provision of any Loan Document. No
failure or delay on the part of Lender in exercising any power, right, or privilege under any Loan Document shall operate as a
waiver thereof, and no single or partial exercise of any such power, right, or privilege shall preclude any further exercise thereof
or the exercise of any other power, right or privilege. Lender has the right at its sole option to continue to accept interest
and/or principal payments due under the Loan Documents after default, and such acceptance shall not constitute a waiver of said
default or an extension of the maturity of any Loan unless Lender agrees otherwise in writing.


 


9.4Rights
Cumulative. All rights and remedies existing under the Loan Documents are cumulative to, and not exclusive of, any other rights
or remedies available under contract or applicable law.


 


9.5Unenforceable
Provisions. Any provision of any Loan Document executed by any Borrower which is prohibited or unenforceable in any jurisdiction,
shall be so only as to such jurisdiction and only to the extent of such prohibition or unenforceability, but all the remaining
provisions of any such Loan Document shall remain valid and enforceable.


 


9.6Accounting
Terms. Except as otherwise provided in this Agreement, accounting terms and financial covenants and information shall be determined
and prepared in accordance with GAAP.


 


9.7Indemnification;
Exculpation; Currency Loss Indemnity. 


 


(a)Each
Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates,
correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold
Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including,
without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i)
the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between any Borrower and a third party,
other than Lender, or (iii) any contention that any Borrower has failed to comply with any law, rule, regulation, order or directive
applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing
incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification
shall survive the payment and satisfaction of all of the Obligations to Lender.


 


(b)Currency
Loss Indemnity. If any sum due from Borrowers to Lender under this Agreement or under any other Loan Document or under any
order or judgment relating to this Agreement or any Loan Document has to be converted from the Contractual Currency into another
currency (the “Payment Currency”) for purpose of: (i) making or lodging any claim or proof against a
Borrower, whether in its liquidation, any arrangement involving it or otherwise; (ii) obtaining an order or judgment from any court
or other tribunal with respect to any Loan Document; or (iii) enforcing any such order or judgment with respect to any Loan Document;
Borrowers shall indemnify Lender against any loss arising, if any, when the amount of the payment actually received by Lender is
converted at the available rate of exchange into the Contractual Currency. In this context, the “available rate of exchange”
means the rate at which Lender is able at the opening of business (San Francisco time) on the Business Day after it receives the
sum concerned to purchase the Contractual Currency with the Payment Currency. This Section 9.7(b) creates a separate liability
of Borrowers which is distinct from their other liabilities hereunder and under any Loan Document and shall not be merged in any
judgment or order relating to such other liabilities.


 


9.8Reimbursement.
Borrowers shall reimburse Lender for all reasonable costs and expenses, including without limitation reasonable attorneys’
fees and disbursements expended or incurred by Lender in any arbitration, mediation, judicial reference, legal action or otherwise
in connection with (a) the initial preparation and negotiation of the Loan Documents, (b) the amendment and enforcement of the
Loan Documents, including without limitation during any workout, attempted workout, and/or in connection with the rendering of
legal advice as to Lender’s rights, remedies and obligations under the Loan Documents, (c) collecting any sum which becomes
due Lender under any Loan Document, (d) any proceeding for declaratory relief, any counterclaim to any proceeding, or any appeal,
or (e) the protection, preservation or enforcement of any rights of Lender. For the purposes of this section, attorneys’
fees shall include, without limitation, fees incurred in connection with the following: (1) contempt proceedings; (2) discovery;
(3) any motion, proceeding or other activity of any kind in connection with an Insolvency Proceeding; (4) garnishment, levy, and
debtor and third party examinations; and (5) postjudgment motions and proceedings of any kind, including without limitation any
activity taken to collect or enforce any judgment. All of the foregoing reasonable costs and expenses shall be payable within ten
(10) days after demand by Lender, and if not paid within forty-five (45) days of presentation of invoices shall bear interest at
the Default Rate.


 


9.9Execution
in Counterparts. This Agreement and the other Loan Documents may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same agreement. Any party may execute this Agreement
and the other Loan Documents by facsimile signature or scanned signature in PDF (or like) format, and any such facsimile signature
or scanned signature shall be deemed an original signature and each of the parties is hereby authorized to rely thereon.


 


9.10Entire
Agreement. The Loan Documents are intended by the parties as the final expression of their agreement and therefore contain
the entire agreement between the parties and supersede all prior understandings or agreements concerning the subject matter hereof.
This Agreement may be amended only in a writing signed by Borrowers and Lender.


 


9.11Governing
Law and Jurisdiction.


 


(a)EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT AND THE LOAN DOCUMENTS SHALL BE GOVERNED EXCLUSIVELY BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. NOTWITHSTANDING
THE FOREGOING, THE LAWS OF ANY FOREIGN JURISDICTION IN WHICH COLLATERAL IS LOCATED SHALL APPLY, AS APPLICABLE, TO THE CREATION,
PERFECTION, PRIORITY AND ENFORCEMENT OF LIENS AGAINST COLLATERAL LOCATED IN OR SUBJECT TO THE LAWS OF SUCH FOREIGN JURISDICTION.


 


(b)ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF CALIFORNIA OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH OF BORROWERS AND LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF BORROWERS AND LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN
RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. BORROWERS AND LENDER EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT
OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.


 


9.12Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS AND LENDER EACH WAIVES ITS RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS,
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF
THE PARTIES AGAINST ANY OTHER PARTY OR ANY PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
BORROWERS AND LENDER EACH AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS
SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEMS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


9.13Confidentiality.
Lender agrees to hold in confidence all confidential information that it receives from any Borrower pursuant to the Loan Documents,
except for disclosure as shall be reasonably required: (a) to legal counsel and accountants for Lender; (b) to other professional
advisors to Lender; (c) to regulatory officials having jurisdiction over Lender to the extent required by law; (d) to Lender’s
investors and prospective investors, and in Lender’s SEC filings; (e) as required by law or legal process or in connection
with any legal proceeding to which Lender and such Borrower are adverse parties; (f) in connection with a disposition or proposed
disposition of any or all of Lender’s rights hereunder; (g) to Lender’s subsidiaries or Affiliates in connection with
their business with such Borrower (subject to the same confidentiality obligation set forth herein); (h) as required by valid order
of a court of competent jurisdiction, administrative agency or governmental body, or by any applicable law, rule, regulation, subpoena,
or any other administrative or legal process, or by applicable regulatory or professional standards, including in connection with
any judicial or other proceeding involving Lender relating to this Agreement and the transactions contemplated hereby; and (i)
as required in connection with Lender’s examination or audit. For purposes of this section, Lender and Borrowers agree that
“confidential information” shall mean any information regarding or relating to any Borrower other than: (i) information
which is or becomes generally available to the public other than as result of a disclosure by Lender in violation of this section,
(ii) information which becomes available to Lender from any other source (other than Borrowers) which Lender does not know is bound
by a confidentiality agreement with respect to the information made available, and (iii) information that Lender knows on a non-confidential
basis prior to Borrowers disclosing it to Lender. In addition, each Borrower agrees that Lender may use such Borrower’s name,
logo and/or trademark in connection with certain promotional materials that Lender may disseminate to the public, including, but
are not limited to, brochures, internet website, press releases and any other materials relating the fact that Lender has a financing
relationship with Borrowers.





 


ARTICLE
10 – CROSS-CORPORATE/COMPANY GUARANTEES


 


10.1Guaranty.
In consideration of the execution and delivery by Lender of this Agreement and the making of Loans to Borrowers hereunder,
Borrowers hereby jointly and severally guarantee absolutely and unconditionally to Lender the due and punctual payment, when and
as due (whether upon demand, at maturity, by reason of acceleration or otherwise), of all liabilities and obligations under this
Agreement and the other Loan Documents and agree to pay any and all expenses (including reasonable legal fees and disbursements)
which may be incurred by Lender in enforcing its rights under this guaranty. The liability of Borrowers under this guaranty shall
be joint and several, unlimited and unconditional, and this guaranty shall be a continuing guaranty of any and all Notes given
as evidence of or in extension or renewal of any of the Obligations. Each Borrower acknowledges that it will benefit from extensions
of credit by Lender to the other Borrower, as their businesses and operations are interdependent and a part of a single enterprise.



 


10.2Waivers.
Each Borrower, to the fullest extent permitted by Applicable Law, hereby waives (i) diligence, presentment, demand and
protest with respect to any instrument at any time evidencing any of the Obligations, (ii) any requirement that Lender exhaust
any right or take any action against any other Person or any of the Collateral or other property at any time securing any of the
Obligations, (iii) the benefit of all principles or provisions of Applicable Law which are or might be in conflict with the
terms of this guaranty, (iv) notice of acceptance hereof, (v) notice of the occurrence of an Event of Default, (vi) notice
of any and all favorable and unfavorable information, financial or other, about any other Borrower, heretofore, now or hereafter
learned or acquired by a Borrower, (vii) notice of the existence or creation of any of the Obligations, (viii) notice
of any alterations, amendments, increase, extension or exchange of any of the Obligations; (ix) notice of any amendments,
modifications or supplements of or to this Agreement or any of the other Loan Documents, (x) all diligence in collection or
protection of or realization upon the Obligations or the Collateral and (xi) the right to require Lender to proceed against
Borrowers or any Borrower on any of the Obligations. Each Borrower hereby further consents that the time of payment of any of the
Obligations may be extended and Borrowers will remain bound under this guaranty notwithstanding such extensions, whether or not
referred to above, which might otherwise constitute a legal or equitable discharge of a guaranty.


 


10.3Subrogation;
Subordination. No Borrower shall have any right of subrogation, contribution, reimbursement or indemnity whatsoever, nor any
right of recourse to security for any of the Obligations, and nothing shall discharge or satisfy the liability of any Borrower
hereunder, until the termination of this Agreement and the irrevocable satisfaction in full of, or provision for, the Obligations;
and any and all present and future debts and obligations of each Borrower to the others are hereby postponed in favor of and subordinated
to the full payment and performance of all present and future Obligations.


 


10.4Release
of Collateral. The joint and several liability of Borrowers shall continue notwithstanding and shall not be impaired and affected
by any release of any Collateral or by the release of any one or more Persons liable for any of the Obligations, whether as principal,
surety, guarantor, indemnitor or otherwise.


 


10.5Other
Waivers. To the extent permitted by law, each Borrower hereby waives any right of set-off and any and all other rights,
benefits, protections and other defenses available to a surety or guarantor now or at any time hereafter, including, without limitation,
under California Civil Code 2787 to 2855, inclusive, and similar applicable laws of other jurisdictions.


 


10.6Statutory
Waiver of Rights and Defenses Regarding Election of Remedies. Each Borrower hereby waives all rights and defenses arising out
of the election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to
security for a guaranteed obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against the other
Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise.


 


10.7Financial
Condition of Borrowers. Each Borrower represents and warrants that it is fully aware of the financial condition of the other
Borrowers, and such Borrower delivers its guarantee based solely upon its own independent investigation of such other Borrowers’
financial condition and in no part upon any representation or statement of Lender with respect thereto. Each Borrower further represents
and warrants that it is in a position to and hereby does assume full responsibility for obtaining such additional information concerning
the other Borrowers’ financial condition as such Borrower may deem material to its obligations hereunder, and such Borrower
is not relying upon, nor expecting Lender to furnish it any information in Lender’s possession concerning the other Borrowers’
financial condition or concerning any circumstances bearing on the existence or creation, or the risk of nonpayment or nonperformance
of the Obligations.


 


10.8Advice
of Counsel. Each Borrower acknowledges that it has either obtained the advice of counsel or has had the opportunity to obtain
such advice in connection with the terms and provisions of this Section 10.


 


10.9Limitation
of Guarantee Obligations. In any action or proceeding involving any state corporate (or company) law, or any state or federal
bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of a Borrower
under its guarantee in this Section 10 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated
to the claims of any other creditors, on account of the amount of its liability under its guarantee, then, notwithstanding, any
other provision of this Section 10, to the contrary, the amount of such liability shall, without further action of such Borrower,
Lender or any other person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or proceeding. In furtherance of the foregoing and notwithstanding
any provision to the contrary contained herein or in any other Loan Document, the obligations of each Borrower hereunder shall
be limited to an aggregate amount equal to the highest amount that would not render its obligations hereunder subject to avoidance
under Section 548 of the Bankruptcy Code or any comparable provisions of any federal or state law affecting debtor relief or the
rights of creditors generally.


 


10.10Appointment
of Parent. Each Borrower hereby appoints Parent as its agent for all purposes relevant to this Agreement and the other Loan
Documents, including, without limitation, (i) the giving and receipt of notices, and (ii) the execution and delivery of all documents,
instruments and certificates contemplated herein.  Any acknowledgement, consent, direction, certification or other action
that might otherwise only be valid if effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall
be valid and effective if given or taken only by Parent, whether or not any such other Borrower joins therein.  Any notice,
demand, consent, direction or other communication delivered to Parent in accordance with the terms of this Agreement shall be deemed
to have been delivered to each Borrower.


 


ARTICLE
11 - DEFINITIONS


 


11.1Definitions.
The definitions appearing in this Agreement or any Supplement shall be applicable to both the singular and plural forms of the
defined terms:


 


“Account”
means, with respect to a Borrower, any “account,” as such term is defined in the UCC or PPSA, as applicable,,
now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest and, in any event,
shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations
evidenced by Chattel Paper, Documents or Instruments) now owned or hereafter received or acquired by or belonging or owing to Borrower
(including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services
rendered by Borrower or from any other transaction, whether or not the same involves the sale of goods or services by Borrower
(including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC or
PPSA, as applicable,) and all of Borrower’s rights in, to and under all purchase orders or receipts now owned or hereafter
acquired by it for goods or services, and all of Borrower’s rights to any goods represented by any of the foregoing (including,
without limitation, unpaid seller’s rights of rescission, replevin, reclamation and stoppage in transit and rights to returned,
reclaimed or repossessed goods), and all monies due or to become due to Borrower under all purchase orders and contracts for the
sale of goods or the performance of services or both by Borrower or in connection with any other transaction (whether or not yet
earned by performance on the part of Borrower), now in existence or hereafter occurring, including, without limitation, the right
to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by
any Person with respect to any of the foregoing.


 


“Affiliate”
means any Person which directly or indirectly controls, is controlled by, or is under common control with any Borrower. “Control,”
“controlled by” and “under common control with” mean direct or indirect possession of the power to direct
or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise); provided,
that control shall be conclusively presumed when any Person or affiliated group directly or indirectly owns five percent (5%) or
more of the securities having ordinary voting power for the election of directors of a corporation.


 


“Agreement”
means this Loan and Security Agreement and each Supplement thereto, as each may be amended or supplemented from time to time.


 


“Applicable
Law” means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant or Loan Documents
in question, including all applicable common law and equitable principles; all provisions of all applicable state and federal constitutions,
statutes, rules, regulations and orders of governmental bodies; and orders, judgments and decrees of all courts and arbitrators.


 


“Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.


 


“Basic
Interest” means the fixed rate of interest payable on the outstanding balance of each Loan at the applicable Designated
Rate.


 


“Borrowing
Date” means the Business Day on which the proceeds of a Loan are disbursed by Lender.


 


“Borrowing
Request” means a written request from Parent on behalf of Borrowers in substantially the form of Exhibit “B”
to the Supplement, requesting the funding of one or more Loans on a particular Borrowing Date.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or San Francisco
are authorized or required by law to close.


 


“Canadian
Benefit Plan(s)” means any Canadian Pension Plan and any other plan, fund, program, or policy, whether oral or written,
formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental,
sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which a Borrower has any liability
with respect to any employee or former employee, but excluding any statutory health insurance, employment insurance, prescription
drugs and workers compensation plans.


 


“Canadian
Pension Plans” means each pension plan required to be registered under Canadian federal or provincial law that is
maintained or contributed to by any Borrower for its employees or former employees, but does not include the Canada Pension Plan
or the Ontario Pension Plan as maintained by the Government of Canada or the Province of Ontario, respectively.


 


“Change of Control”
means: (i) any sale, license, or other disposition of all or substantially all of the assets of any Borrower; (ii) any reorganization,
consolidation, merger or other transaction involving any Borrower; or (iii) any transaction or series of related transactions in
which any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into
a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to control the
management of any Borrower, or to control the equity interests of any Borrower entitled to vote for members of the board of directors
or equivalent governing body of any Borrower on a fully-diluted basis (and taking into account all such securities that such Person
or Persons have the right to acquire pursuant to any option right) representing 50% or more of the combined voting power of such
securities.


 


“Chattel Paper” means
any “chattel paper,” as such term is defined in the UCC, now owned or hereafter acquired by any Borrower or in which
any Borrower now holds or hereafter acquires any interest.


 


“Closing
Date” means the date of this Agreement.


 


“Collateral”
means, with respect to a Borrower, all of such Borrower’s right, title and interest in and to the following property,
whether now owned or hereafter acquired and wherever located: (a) all Receivables; (b) all Equipment; (c) all Fixtures; (d) all
General Intangibles; (e) all Inventory; (f) all Investment Property; (g) all Deposit Accounts; (h) all Shares; (i) all other
Goods and personal property of Borrower, whether tangible or intangible and whether now or hereafter owned or existing, leased,
consigned by or to, or acquired by, Borrower and wherever located; (j) all Records; and (k) all Proceeds of each of the foregoing
and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. Notwithstanding
the foregoing the term “Collateral” shall not include more than sixty-five percent (65%) of the issued and outstanding
capital stock, membership units or other securities entitled to vote owned or held of record by a Borrower in any Subsidiary of
such Borrower that is a controlled foreign corporation (as defined in the Internal Revenue Code), provided that the Collateral
shall include one hundred percent (100%) of the issued and outstanding non-voting capital stock of such Subsidiary.


 


“Commitment”
means the obligation of Lender to make Loans to Borrowers up to the aggregate principal amount set forth in the Supplement.


 


“Copyright
License” means any written agreement granting any right to use any Copyright or Copyright registration now owned
or hereafter acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest.


 


“Copyrights”
means, with respect to a Borrower, all of the following now owned or hereafter acquired by Borrower or in which Borrower now holds
or hereafter acquires any interest: (i) all copyrights, whether registered or unregistered, held pursuant to the laws of the United
States, any State thereof or of any other country; (ii) all registrations, applications and recordings in the United States Copyright
Office or in any similar office or agency of the United States, any State thereof or of any other country; (iii) all continuations,
renewals or extensions thereof; and (iv) any registrations to be issued under any pending applications.


 


“Default”
means an event which with the giving of notice, passage of time, or both would constitute an Event of Default.


 


“Default
Rate” means eighteen percent (18%) per annum.


 


“Deposit
Accounts” means any “deposit accounts,” as such term is
defined in the UCC or PPSA, as applicable, now owned or hereafter acquired by any
Borrower or in which any Borrower now holds or hereafter acquires any interest.


 


“Designated
Rate” means the rate of interest per annum described in the Supplement as being applicable to an outstanding Loan
from time to time.


 


“Documents” means
any “documents,” as such term is defined in the UCC, now owned or hereafter acquired by any Borrower or in which any
Borrower now holds or hereafter acquires any interest.


 


“Dollars”
or “$” means lawful currency of the United States.


 


“Environmental
Laws” means all applicable United States federal, state or local laws, statutes, common law duties, rules, regulations,
ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits
of, and agreements with, any governmental authorities, in each case relating to environmental, health, or safety matters, and similar
laws of Canada and other foreign countries having jurisdiction over any Borrower or its assets.


 


“Equipment”
means any “equipment,” as such term is defined in the UCC or PPSA, as applicable, now owned or hereafter acquired
by any Borrower or in which any Borrower now holds or hereafter acquires any interest and any and all additions, substitutions
and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories
installed thereon or affixed thereto.


 


“Event
of Default” means any event described in Section 7.1.


 


“Fixtures”
means any “fixtures,” as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter
acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest.


 


“GAAP”
means generally accepted accounting principles and practices consistent with those principles and practices promulgated or adopted
by the Financial Accounting Standards Board and the Board of the American Institute of Certified Public Accountants, their respective
predecessors and successors. Each accounting term used but not otherwise expressly defined herein shall have the meaning given
it by GAAP.


 


“General
Intangibles” means, with respect to a Borrower, any “general intangibles,”
as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter
acquired by Borrower or in which Borrower now holds or hereafter acquires any interest and, in any event, shall include, without
limitation, all right, title and interest that Borrower may now or hereafter have in or under any contract, all customer lists,
Copyrights, Trademarks, Patents, websites, domain names, and all applications therefor and reissues, extensions, or renewals thereof,
other rights to, and items of, Intellectual Property, interests in partnerships, joint ventures and other business associations,
Licenses, permits, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable),
technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, recipes, experience,
processes, models, drawings, materials and records, goodwill (including, without limitation, the goodwill associated with any Trademark,
Trademark registration or Trademark licensed under any Trademark License), claims in or under insurance policies, including unearned
premiums, uncertificated securities, money, cash or cash equivalents, deposit, checking and other bank accounts, rights to sue
for past, present and future infringement of Copyrights, Trademarks and Patents, rights to receive tax refunds and other payments
and rights of indemnification.


 


“Goods”
means any “goods,” as such term is defined in the UCC or the PPSA,
as applicable, now owned or hereafter acquired by any Borrower or in which any Borrower now
holds or hereafter acquires any interest.


 


“Indebtedness”
of any Person means at any date, without duplication and without regard to whether matured or unmatured, absolute or contingent:
(i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes,
or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business; (iv) all obligations of such Person as lessee under capital
leases; (v) all obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter
of credit, banker’s acceptance, or similar instrument, whether drawn or undrawn; (vi) all obligations of such Person
to purchase securities which arise out of or in connection with the sale of the same or substantially similar securities; (vii)
all obligations of such Person to purchase, redeem, exchange, convert or otherwise acquire for value any capital stock of such
Person or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, except to the extent that
such obligations remain performable solely at the option of such Person and excluding obligations arising from repurchases of a
Borrower’s stock to the extent permitted in Section 6.3 hereof; (viii) all obligations to repurchase assets previously sold
(including any obligation to repurchase any accounts or chattel paper under any factoring, receivables purchase, or similar arrangement);
(ix) obligations of such Person under interest rate swap, cap, collar or similar hedging arrangements; and (x) all obligations
of others of any type described in clause (i) through clause (ix) above guaranteed by such Person.


 


“Insolvency
Proceeding” means with respect to a Person (a) any case, action or proceeding before any court or other governmental
authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors
with respect to such Person, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its
creditors, undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code, and similar laws applicable in the
Province of Ontario, Canada (such as the “Bankruptcy and Insolvency Act” or the “Companies Creditors’ Arrangement
Act”), but in each case, excluding any avoidance or similar action against such Person commenced by an assignee for the benefit
of creditors, bankruptcy trustee, debtor in possession, or other representative of another Person or such other Person’s
estate.


 


“Instruments” means
any “instrument,” as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter acquired by
any Borrower or in which any Borrower now holds or hereafter acquires any interest.


 


“Intellectual
Property” means all of each Borrower’s Copyrights, Trademarks, Patents, Licenses, trade secrets, source codes,
customer lists, proprietary or confidential information, inventions (whether or not patented or patentable), technical information,
procedures, designs, knowledge, know-how, software, data bases, skill, expertise, experience, processes, models, drawings, materials,
records and goodwill associated with the foregoing.


 


“Intellectual
Property Security Agreement” means
any Intellectual Property Security Agreement executed and delivered by any Borrower
in favor of Lender, as the same may be amended, supplemented, or restated from time to time.


 


“Inventory”
means, with respect to a Borrower, any “inventory,” as such term is defined in the UCC or the PPSA, as applicable,
wherever located, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest,
and, in any event, shall include, without limitation, all inventory, goods and other personal property that are held by or on behalf
of Borrower for sale or lease or are furnished or are to be furnished under a contract of service or that constitute raw materials,
work in process or materials used or consumed or to be used or consumed in Borrower’s business, or the processing, packaging,
promotion, delivery or shipping of the same, and all finished goods, whether or not the same is in transit or in the constructive,
actual or exclusive possession of Borrower or is held by others for Borrower’s account, including, without limitation, all
goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all such property
that may be in the possession or custody of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or
other Persons.


 


“Investment
Property” means any “investment property,” as such term is defined in the UCC or the PPSA, as
applicable, now owned or hereafter acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest.


 


“Letter of Credit Rights”
means any “letter of credit rights,” as such term is defined in the UCC or the PPSA, as applicable, now owned or hereafter
acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest, including any right to payment
under any letter of credit.


 


“License”
means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired
by any Borrower or in which any Borrower now holds or hereafter acquires any interest and any renewals or extensions thereof.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy,
lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any
conditional sale or other title retention agreement, any lease in the nature of a security interest, and the filing of any financing
statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest)
under the UCC, the PPSA or comparable law of any jurisdiction.


 


“Loan”
means an extension of credit by Lender under this Agreement.


 


“Loan
Documents” mean, individually and collectively, this Agreement, each Supplement hereto, each Note, the Intellectual
Property Security Agreement, and any other security or pledge agreement(s) executed by any Borrower or any other Person in connection
with this Agreement, the Warrants issued by Parent in connection with this Agreement, and all other contracts, instruments, addenda
and documents executed or delivered by any Borrower or any other Person in connection with this Agreement or the extensions of
credit which are the subject of this Agreement.


 


“Material
Adverse Effect” or “Material Adverse Change” means, with respect to each Borrower individually
or on a consolidated basis with all Borrowers and their respective Subsidiaries, if any, (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, or condition (financial or otherwise) of such Borrower; (b)
a material impairment of the ability of such Borrower to perform under any Loan Document; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against such Borrower of any Loan Document.


 


“Note”
means a promissory note substantially in the form attached to the Supplement as Exhibit “A”, executed by Borrowers
evidencing each Loan.


 


“Obligations”
means, with respect to each Borrower, all debts, obligations and liabilities of such Borrower to Lender currently existing or now
or hereafter made, incurred or created under, pursuant to or in connection with this Agreement or any other Loan Document (other
than the Warrants), whether voluntary or involuntary and however arising or evidenced, whether direct or acquired by Lender by
assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined,
and whether such Borrower may be liable individually or jointly, or whether recovery upon such debt may be or become barred by
any statute of limitations or otherwise unenforceable; and all renewals, extensions and modifications thereof; and all attorneys’
fees and costs incurred by Lender in connection with the collection and enforcement thereof as provided for in any Loan Document
(other than the Warrants).


 


“Parent”
means Digital Caddies, Inc., an Oklahoma corporation.


 


“Patent
License” means any written agreement granting any right with respect
to any invention on which a Patent is in existence now owned or hereafter acquired by any Borrower or in which any Borrower now
holds or hereafter acquires any interest.


 


“Patents”
means all of the following property now owned or hereafter acquired by any Borrower
or in which any Borrower now holds or hereafter acquires any interest: (a) all letters patent of, or rights corresponding thereto
in, the United States, Canada or any other country, all registrations and recordings thereof, and all applications for letters
patent of, or rights corresponding thereto in, the United States or any other country, including, without limitation, registrations,
recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States,
any State thereof, Canada, any province thereof or any other country; (b) all reissues, continuations, continuations-in-part
or extensions thereof; (c) all petty patents, divisionals, and patents of addition; and (d) all patents to be issued under any
such applications.


 


“Permitted
Lien” means: 


 


(a)involuntary
Liens which, in the aggregate, would not have a Material Adverse Effect and which in any event would not exceed, in the aggregate,
the Threshold Amount;


 


(b)Liens
for current taxes or other governmental or regulatory assessments which are not delinquent, or which are contested in good faith
by the appropriate procedures and for which appropriate reserves are maintained;


 


(c)security
interests on any property held or acquired by any Borrower in the ordinary course of business securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the cost of acquiring such property; provided, that such Lien attaches
solely to the property acquired with such Indebtedness and that the principal amount of such Indebtedness does not exceed one hundred
percent (100%) of the cost of such property; 


 


(d)Liens
in favor of Lender;


 


(e)bankers’
liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business as
long as an account control agreement (or equivalent) for each account in which such deposits are held in a form acceptable to Lender
has been executed and delivered to Lender if such agreement is required hereby;


 


(f)
materialmen’s, mechanics’, repairmen’s, employees’ or other like Liens arising in the ordinary course of
business and which are not delinquent for more than 45 days or are being contested in good faith by appropriate proceedings;


 


(g)
any judgment, attachment or similar Lien, unless the judgment it secures has not been discharged or execution thereof effectively
stayed and bonded against pending appeal within 10 Business Days of the entry thereof; 


 


(h)
licenses or sublicenses of Intellectual Property in accordance with the terms of Section 6.5 hereof; 


 


(i)Liens
securing Subordinated Debt; and


 


(j)Liens
which have been approved by Lender in writing prior to the Closing Date, as shown on Schedule 6.2 hereto.


 


“Person”
means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association,
corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state,
county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).


 


“PPSA”
means the Personal Property Security Act (Ontario) as the same may, from time to time, be in effect in the Province of Ontario,
Canada; provided, that if the attachment, perfection or priority of any security interests in any Collateral are governed by the
personal property security laws of any jurisdiction in Canada other than Ontario, “PPSA” shall mean those personal
property laws in such other jurisdiction in Canada for the purpose of the provisions hereof relating to such attachment, perfection
or priority and for the definitions related to such provisions.


 


“Proceeds” means,
with respect to a Borrower, “proceeds,” as such term is defined in the UCC or the PPSA, as applicable, and, in any
event, shall include, without limitation, (a) any and all Accounts, Chattel Paper, Instruments, cash or other forms of money or
currency or other proceeds payable to Borrower from time to time in respect of the Collateral, (b) any and all proceeds of any
insurance, indemnity, warranty or guaranty payable to Borrower from time to time with respect to any of the Collateral, (c) any
and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any Person
acting under color of governmental authority), (d) any claim of Borrower against third parties (i) for past, present or future
infringement of any Copyright, Patent or Patent License or (ii) for past, present or future infringement or dilution of any Trademark
or Trademark License or for injury to the goodwill associated with any Trademark, Trademark registration or Trademark licensed
under any Trademark License and (e) any and all other amounts from time to time paid or payable under or in connection with any
of the Collateral.


 


“Receivables” means
all of a Borrower’s Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, and letters of credit and Letter
of Credit Rights.


 


“Records”
means all of a Borrower’s computer programs, software, hardware, source codes and data processing information, all written
documents, books, invoices, ledger sheets, financial information and statements, and all other writings concerning Borrower’s
business.


 


“Related
Person” means any Affiliate of a Borrower, or any officer, employee, director or equity security holder of a Borrower
or any Affiliate.


 


“Rights
to Payment” means all of a Borrower’s accounts, instruments, contract rights, documents, chattel paper and
all other rights to payment, including, without limitation, the Accounts, all negotiable certificates of deposit and all rights
to payment under any Patent License, any Trademark License, or any commercial or standby letter of credit.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Security Documents”
means this Loan and Security Agreement, the Supplement hereto, the Intellectual Property Security Agreement, any other security
or pledge agreement(s) executed by any Borrower, and any and all account control agreements, collateral assignments, chattel mortgages,
financing statements, amendments to any of the foregoing and other documents from time to time executed or filed to create, perfect
or maintain the perfection of Lender’s Liens on the Collateral.


 


“Shares”
means: (a) one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or
held of record by a Borrower in any Subsidiary, other than a Subsidiary that is a controlled foreign corporation (as defined in
the Internal Revenue Code) and (b) 65% of the issued and outstanding capital stock, membership units or other securities entitled
to vote owned or held of record by a Borrower in any Subsidiary that is a controlled foreign corporation (as defined in the Internal
Revenue Code).


 


“Subordinated
Debt” means Indebtedness (i) approved by Lender; and (ii) where the holder’s right to payment of such
Indebtedness, the priority of any Lien securing the same, and the rights of the holder thereof to enforce remedies against any
Borrower following default have been made subordinate to the Liens of Lender and to the prior payment to Lender of the Obligations,
either (A) pursuant to a written subordination agreement approved by Lender in its sole but reasonable discretion or (B) on terms
otherwise approved by Lender in its sole but reasonable discretion.


 


“Subsidiary”
means any Person a majority of the equity ownership or voting stock of which is directly or indirectly now owned or
hereafter acquired by any Borrower or by one or more other Subsidiaries, or in which
any Borrower or one or more other Subsidiaries directly
or indirectly now holds or hereafter acquires any interest.


 


“Supplement”
means that certain supplement to the Loan and Security Agreement, as the same may be amended or restated from time to time, and
any other supplements entered into among Borrowers and Lender, as the same may be amended or restated from time to time.


 


“Supporting Obligations”
means any “supporting obligations,” as such term is defined in the UCC, now owned or hereafter acquired by any Borrower
or in which any Borrower now holds or hereafter acquires any interest.


 


“Termination
Date” has the meaning specified in the Supplement.


 


“Threshold
Amount” has the meaning specified in the Supplement.


 


“Trademark
License” means any written agreement granting any right to use any Trademark
or Trademark registration now owned or hereafter acquired by any Borrower or in which any Borrower now holds or hereafter acquires
any interest.


 


“Trademarks”
means all of the following property now owned or hereafter acquired by any Borrower
or in which any Borrower now holds or hereafter acquires any interest: (a) all trademarks, trade names, corporate names, company
names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any
of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and any applications in connection therewith, including, without limitation,
registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency
of the United States, any State thereof, Canada or any other country or any political subdivision thereof and (b) reissues,
extensions or renewals thereof.


 


“UCC”
means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of California; provided,
that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies
with respect to, Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of California, the term “UCC” shall mean the Uniform Commercial Code as enacted and
in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority
or remedies and for purposes of definitions related to such provisions. Unless otherwise defined herein, terms that are defined
in the UCC and used herein shall have the meanings given to them in the UCC.


 


11.2Construction of Collateral
Definitions. In the definition of Collateral and in all terms defined directly or indirectly within the definition of Collateral,
all references to “Borrower” or “Borrower’s” shall be interpreted as referring to “any Borrower”
or to “each Borrower,” as the context may require for purposes of any Loan Document, including any security agreement,
charge registration or financing statement executed by any Borrower from time to time pursuant to this Agreement.


 


[Signature
page follows]




    	 



    	 



    

[Signature
page to Loan and Security Agreement]


 


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


BORROWERS:


 


DIGITAL CADDIES, INC.


 


By:      ________________________


Name: ________________________


Title:   ________________________


 


 


DIGITAL CADDIES (US), INC.


 


By:      ________________________


Name: ________________________


Title:   ________________________


 


 


DIGITAL CADDIES (CANADA) INC.


 


By:      ________________________


Name: ________________________


Title:   ________________________


 


 


LENDER:


 


VENTURE LENDING & LEASING VI, INC.


 


By:      ________________________


Name: ________________________


Title:  ________________________


 


 


LENDER:


 


VENTURE LENDING & LEASING VII, INC.


 


By:      ________________________


Name: ________________________


Title:  ________________________


 


 


 


[Schedules to Loan and Security Agreement
follow]




    	 



    	 



    

Schedules to


Loan and Security Agreement


dated as of ________________, 2014


among


Digital Caddies, Inc.


Digital Caddies (US) Inc.


Digital Caddies (Canada) Inc.


and


Venture
Lending & Leasing VI, Inc.


and


Venture Lending & Leasing VII, Inc.


 


 


 


To be completed by Borrowers


 


Schedule of Exceptions


 


Schedule 3.7Subsidiaries.


 


Digital Caddies, Inc.:


 


Digital Caddies (US) Inc.:


 


Digital Caddies (Canada) Inc.


 


 


Schedule 6.1. Permitted Indebtedness


 


 


 


 


Schedule 6.2. Permitted Liens