CREDIT AGREEMENT


 


DATED AS OF MARCH 31, 2013, 


 


BUT MADE EFFECTIVE AS OF APRIL 30, 2013,


 


BY AND AMONG


 


M LINE HOLDINGS, INC., E.M. TOOL COMPANY.,
INC., AND 


 


PRECISION AEROSPACE AND TECHNOLOGIES,
INC.,


 


COLLECTIVELY, AS BORROWERS,


 


AND


 


TCA GLOBAL CREDIT MASTER FUND, LP,


 


AS LENDER


 




    	 



    	 



    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(this “Agreement”), dated as of March 31, 2013, but made effective as of April 30, 2013 (the “Effective
Date”), is executed by and among M LINE HOLDINGS, INC., a Nevada corporation (the “Issuing Borrower”),
E.M. TOOL COMPANY, INC., a California corporation, and PRECISION AEROSPACE AND TECHNOLOGIES, INC., a Nevada corporation
(each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a “Borrower”
and all such entities sometimes hereinafter collectively referred to as “Borrowers” or the “Credit
Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).


 


WHEREAS, Borrowers
have requested that Lender extend a revolving credit facility to Borrowers of up to Ten Million and No/100 Dollars ($10,000,000.00)
for the purposes permitted hereunder; and for these purposes, Lender is willing to make certain loans and extensions of credit
to Borrowers of up to such amount and upon the terms and conditions set forth herein; and


 


WHEREAS, Borrowers
have agreed to secure all of their obligations under the Loan Documents by granting to Lender a first priority security interest
in and Lien upon all of their existing and after-acquired personal and real property (except as expressly provided herein); and


 


WHEREAS, in connection
with the loans and extensions of credit to be made by Lender pursuant to this Agreement, certain officers and/or directors of the
Borrowers are willing to execute validity guarantees in favor of Lender in connection with the Borrowers’ obligations under
the Loan Documents;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the
parties hereto agree as follows:


 


1.     
     DEFINITIONS.


 


1.1          Defined
Terms. For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.


 


(a)          “Account”
shall mean, individually, and “Accounts” shall mean, collectively, any and all accounts (as such term
is defined in the UCC) of each of the Borrowers.


 


(b)          “Affiliate”
(a) of Lender shall mean: (i) any entity which, directly or indirectly, controls or is controlled by or is under common control
with Lender; and (ii) any entity administered or managed by Lender, or an Affiliate or investment advisor thereof and which is
engaged in making, purchasing, holding or otherwise investing in commercial loans; and (b) of a Borrower shall mean any entity
which, directly or indirectly, controls or is controlled by or is under common control with any Borrower. With respect to an Affiliate
of Lender or an Affiliate of Borrowers, an entity shall be deemed to be “controlled by” another entity if such other
entity possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such entity,
whether by contract, ownership of voting securities, membership interests or otherwise.


 




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(c)          “Agreement”
shall mean this Credit Agreement by and among Borrowers and Lender.


 


(d)          “Borrower”
and “Borrowers” shall have the meaning given to such terms in the preamble hereof.


 


(e)          “Borrowing
Base Amount” shall mean, if the Reserve Amount has not been fully collected by Lender as of the date the Borrowing
Base Amount is calculated, then an amount, expressed in Dollars, equal to eighty-two percent (82%) of the amount of funds then
available and cleared in the Lock Box Account as of the date the Borrowing Base Amount is calculated, less the Reserve Amount,
less any interest or fees then due and payable to Lender under this Agreement. If the Reserve Amount has been fully collected by
Lender in the Lock Box Account as of the date the Borrowing Base Amount is calculated, then “Borrowing Base Amount”
shall mean an amount, expressed in Dollars, equal to one hundred percent (100%) of the amount of funds then available and cleared
in the Lock Box Account as of the date the Borrowing Base Amount is calculated, less the Reserve Amount, less any interest or fees
then due and payable to Lender under this Agreement.


 


(f)    
      “Borrowing Base Certificate” shall mean a certificate
delivered by Lender to Borrowers from time to time in a form acceptable to Lender, pursuant to which the formula and
calculation of the Borrowing Base Amount is made.


 


(g)          “Business
Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which federal banks are authorized or
required to be closed for the conduct of commercial banking business.


 


(h)          “Capital
Expenditures” shall mean expenditures (including Capital Lease obligations which should be capitalized under GAAP)
for the acquisition of fixed assets which are required to be capitalized under GAAP.


 


(i)     
     “Capital Lease” shall mean, as to any Person, a lease of any
interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by such Person as
lessee that is, or should be, in accordance with GAAP, recorded as a “capital lease” on the balance sheets of any
Borrower.


 


(j)     
     “Change in Control” shall mean any sale, conveyance,
assignment or other transfer, directly or indirectly, of any ownership interest of any Borrower, which results in any change
in the identity of the individuals or entities previously in Control of such Borrower or the grant of a security interest in
any ownership interest of any Person, directly or indirectly Controlling any Borrower, which could result in a change in the
identity of the individuals or entities previously in Control of such Borrower.


 


(k)          “Closing
Date” shall mean the date upon which the first Revolving Loan hereunder is initially funded.


 


(l)     
     “Collateral” shall mean, collectively, and whether now
existing or hereafter arising, all assets which secure the Loans, including, without limitation, all existing and
after-acquired tangible and intangible assets and property of each of the Borrowers, including real property owned by each of
the Borrowers, with respect to which each of the Borrowers grant to Lender a Lien under the terms of the Security Agreement
and any of the other Loan Documents.


 




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(m)         “Common
Stock” shall mean the common stock of the Issuing Borrower, par value $0.001 per share.


 


(n)          “Compliance
Certificate” shall mean the covenant compliance certificate contemplated by Section 10.11 hereof, the form
of which is attached hereto as Exhibit “A”.


 


(o)          “Contingent
Liability” and “Contingent Liabilities” shall mean, respectively, each obligation and liability
of Borrowers and all such obligations and liabilities of Borrowers incurred pursuant to any agreement, undertaking or arrangement
by which Borrowers, or any one of them, either: (i) guarantee, endorse or otherwise become or are contingently liable upon (by
direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest
in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any
other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation,
any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantee the payment
of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertake or agree (whether
contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any
other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge
of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of
any other Person; or (C) to make payment to any other Person other than for value received; (iv) agree to lease property or to
purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness
or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance
of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertake or agree
otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth
herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness,
obligation or other liability guaranteed or supported thereby.


 


(p)          “Control”
or “Controlling” shall mean the possession of the power to direct, or cause the direction of, the management
and policies of a Person by contract, voting of securities, or otherwise.


 


(q)          “Credit
Parties” shall have the meaning given to it in the preamble hereof.


 


(r)    
     “Customer” shall mean any Person who is obligated to any
Borrower for any Receipts; provided, however, until the obligations of the Borrowers to Main Credit Corp. are satisfied and
paid in full, Panasonic Avionics Corp. shall be excluded as a Customer of the Borrowers. Once the obligations of the
Borrowers to Main Credit Corp. are satisfied and paid in full, Panasonic Avionics Corp. shall be included and be deemed a
Customer hereunder.


 




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(s)          “Default
Rate” shall mean a per annum rate of interest equal to the highest rate permitted by applicable law.


 


(t)          “Depreciation”
shall mean the total amounts added to depreciation, amortization, obsolescence, valuation and other proper reserves, as reflected
on any Borrower’s financial statements and determined in accordance with GAAP.


 


(u)          “Dollars”
or “$” means lawful currency of the United States of America.


 


(v)     
    “EBIDTA” shall mean, for any period, the sum of the following: (i)
Net Income (excluding extraordinary and unusual items and income or loss attributable to a minority equity position in any
affiliated corporation or Subsidiary) for such period; plus (ii) interest expense; plus (iii) income and
franchise taxes payable or accrued; plus (iv) Depreciation for such period; plus (v) all other non-cash
charges; plus (vi) management fees; plus (vii) costs, fees and expenses incurred in connection with, or otherwise
associated with, the closing of the transaction contemplated by this Agreement; minus (viii) that portion of Net
Income arising out of the sale of assets outside of the Ordinary Course of Business (to the extent not previously
excluded under clause (i) of this definition), in each case to the extent included in determining Net Income for such
period.


 


(w)         “Effective
Date” shall have the meaning given to it in the preamble hereof.


 


(x)          “Employee
Plan” includes any pension, stock bonus, employee stock ownership plan, retirement, disability, medical, dental or
other health plan, life insurance or other death benefit plan, profit sharing, deferred compensation, stock option, bonus or other
incentive plan, vacation benefit plan, severance plan or other employee benefit plan or arrangement, including, without limitation,
those pension, profit-sharing and retirement plans of Borrowers described from time to time in the financial statements of each
Borrower and any pension plan, welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any multi-employer plan, maintained
or administered by any Borrower or to which any Borrower is a party or may have any liability or by which any Borrower is bound.


 


(y)          “Environmental
Laws” shall mean all federal, state, district, local and foreign laws, rules, regulations, ordinances, and consent
decrees relating to health, safety, hazardous substances, pollution and environmental matters, as now or at any time hereafter
in effect, applicable to Borrowers’ business or facilities owned or operated by any Borrower, including laws relating to
emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous
substances, materials or wastes in the environment (including, without limitation, ambient air, surface water, land surface or
subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials.


 


(z)          “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


 




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(aa)         “Event
of Default” shall mean any of the events or conditions set forth in Section 12 hereof.


 


(bb)         “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(cc)         “Funded
Indebtedness” shall mean, as to any Person, without duplication: (i) all indebtedness for borrowed money of such
Person (including principal, interest and, if not paid when due, fees and charges), whether or not evidenced by bonds, debentures,
notes or similar instruments; (ii) all obligations to pay the deferred purchase price of property or services; (iii) all obligations,
contingent or otherwise, with respect to the maximum face amount of all letters of credit (whether or not drawn), bankers’
acceptances and similar obligations issued for the account of such Person (including the Letters of Credit), and all unpaid drawings
in respect of such letters of credit, bankers’ acceptances and similar obligations; and (iv) all indebtedness secured by
any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided,
however, if such Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall
be deemed to be in an amount equal to the fair market value of the property subject to such Lien at the time of determination).
Notwithstanding the foregoing, Funded Indebtedness shall not include trade payables and accrued expenses incurred by such Person
in accordance with customary practices and in the Ordinary Course of Business of such Person.


 


(dd)         “GAAP”
shall mean United States generally accepted accounting principles set forth from time to time in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the date of determination; provided, however,
that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal
year-end adjustments as required by GAAP.


 


(ee)         “Governmental
Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court,
agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial,
regulatory or administrative function of government.


 


(ff)  
       “Hazardous Materials” shall mean any hazardous,
toxic or dangerous substance, materials and wastes, including, without limitation, hydrocarbons (including naturally
occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive
materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of
pollutants or contaminants (including, without limitation, materials which include hazardous constituents), sewage, sludge,
industrial slag, solvents and/or any other similar substances, materials or wastes that are or become regulated under
any Environmental Law (including, without limitation, any that are or become classified as hazardous or toxic under any
Environmental Law).


 




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(gg)        “Interest
Rate” shall mean a fixed rate of interest equal to Eighteen Percent (18%) per annum, calculated on the actual number
of days elapsed over a 360-day year.


 


(hh)        “Lender”
shall have the meaning given to it in the preamble hereof.


 


(ii)       
  “Liabilities” shall mean, at all times, all liabilities of Borrowers that would
be shown as such on the balance sheets of each Borrower prepared in accordance with GAAP.


 


(jj)     
    “Lien” shall mean, with respect to any Person, any mortgage, pledge,
hypothecation, judgment lien or similar legal process, title retention lien, or other lien or security interest granted by
such Person or arising by judicial process or otherwise, including, without limitation, the interest of a vendor under any
conditional sale or other title retention agreement and the interest of a lessor under a lease of any interest in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is, or should
be, a Capital Lease on the balance sheet of such Person prepared in accordance with GAAP.


 


(kk)        “Loan”
or “Loans” shall mean the aggregate of all Revolving Loans made by Lender to Borrower under and pursuant
to this Agreement.


 


(ll)        
 “Loan Documents” shall mean those documents listed in Sections 3.1, 3.2 and 3.3
hereof, and any other documents or instruments executed in connection with this Agreement or the Revolving Loans contemplated
hereby, and all renewals, extensions, future advances, modifications, substitutions, or replacements thereof.


 


(mm)      “Material
Adverse Effect” shall mean: (i) a material adverse change in, or a material adverse effect upon, the assets, business,
prospects, properties, financial condition or results of operations of Borrowers, taken as a whole; (ii) a material impairment
of the ability of Borrowers, taken as a whole, to perform their Obligations under any of the Loan Documents; (iii) a material adverse
effect on: (A) any material portion of the Collateral; (B) the legality, validity, binding effect or enforceability against any
Borrower of any of the Loan Documents; (C) the perfection or priority (subject to Permitted Liens) of any Lien granted to Lender
under any Loan Document; or (D) the rights or remedies of Lender under any Loan Document; or (iv) a material adverse effect or
impairment on the Lender’s ability to sell Advisory Fee Conversion Shares or other shares of Issuing Borrower’s Common
Stock issuable to Lender under any Loan Documents without limitation or restriction in the Principal Trading Market, to the extent
such material adverse effect or impairment is caused as a direct result of any action or inaction by any Borrower. For purposes
of determining whether any of the foregoing changes, effects, impairments, or other events have occurred, such determination shall
be made by Lender, in its sole, but reasonably exercised, discretion.


 


(nn)        “Material
Contract” shall mean any contract or agreement to which any Borrower is a party or by which any Borrower or any of
their respective assets are bound and which: (i) must be disclosed to the SEC or any other Governmental Authority pursuant to the
Securities Act, the Exchange Act, the rules and regulations of the SEC, or any other laws, rules or regulations of any Governmental
Authority; (ii) involves aggregate payments of Twenty-Five Thousand Dollars ($25,000) or more to or from any Borrower; (iii) involves
delivery, purchase, licensing or provision, by or to any Borrower, of any goods, services, assets or other items having a value
(or potential value) over the term of such contract or agreement of Twenty-five Thousand Dollars ($25,000) or more or is otherwise
material to the conduct of any Borrower’s business as now conducted and as contemplated to be conducted in the future; (iv)
involves a Borrower Lease; (v) imposes any guaranty, surety or indemnification obligations on any Borrower; or (vi) prohibits any
Borrower from engaging in any business or competing anywhere in the world.


 




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(oo)         “Net
Income” shall mean, with respect to any period, the amount shown opposite the caption “Net Income” or
a similar caption on the financial statements of any Borrower, prepared in accordance with GAAP.


 


(pp)         “Obligations”
shall mean all loans, advances and other financial accommodations (whether primary, contingent or otherwise), all interest accrued
thereon (including interest which would be payable as post-petition in connection with any bankruptcy or similar Proceeding, whether
or not permitted as a claim thereunder), and any fees due to Lender under this Agreement or the other Loan Documents, any expenses
incurred by Lender under this Agreement or the other Loan Documents, and any and all other liabilities and obligations of each
of the Borrowers to Lender, and the performance by each of the Borrowers of all covenants, agreements and obligations of every
nature and kind on the part of Borrowers to be performed under this Agreement and any other Loan Documents.


 


(qq)         “Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice (including with
respect to quantity, quality and frequency).


 


(rr)     
    “Payment Date” shall have the meaning given to it in Section
2.1(c) hereof.


 


(ss)         “Permitted
Liens” shall mean: (i) Liens for Taxes, assessments or other governmental charges not at the time delinquent
or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which
adequate reserves are maintained in accordance with GAAP and in respect of which no Lien has been filed; (ii) Liens of carriers,
warehousemen, mechanics and materialmen arising in the Ordinary Course of Business and other similar Liens imposed by law; (iii)
Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and
other types of social security (excluding Liens arising under ERISA or in connection with surety bonds, bids, performance bonds
and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any
advances or borrowed money or the deferred purchase price of property or services, which do not in the aggregate materially detract
from the value of the property or assets of any Borrower taken as a whole or materially impair the use thereof in the operation
of any Borrower’s business and, in each case, for which adequate reserves are maintained in accordance with GAAP and in respect
of which no Lien has been filed; (iv) Liens described in the Financial Statements and the replacement, extension or renewal of
any such Lien upon or in the same property subject thereto arising out of the extension, renewal or replacement of the indebtedness
secured thereby (without increase in the amount thereof); (v) attachments, appeal bonds, judgments and other similar Liens,
for sums not exceeding Fifty Thousand and 00/100 Dollars ($50,000) arising in connection with court proceedings, provided
the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested
in good faith and by appropriate proceedings and to the extent such judgments or awards do not constitute an Event of Default;
(vi) zoning and similar restrictions on the use of property and easements, rights of way, restrictions, minor defects or irregularities
in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any Borrower;
(vii) Liens arising in connection with Capital Leases (and attaching only to the property being leased); (viii) Liens that constitute
purchase money security interests on any property securing indebtedness incurred for the purpose of financing all or any part of
the cost of acquiring such property, provided that any such Lien attaches to such property within sixty (60) days of the
acquisition thereof and attaches solely to the property so acquired; (ix) Liens granted to Lender hereunder and under the
Loan Documents; (x) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or non-exclusive license
permitted by this Agreement; (xi) Liens arising from precautionary uniform commercial code financing statements filed under any
lease permitted by this Agreement; and (xii) banker’s Liens and rights of set-off of financial institutions arising in connection
with items deposited in accounts maintained at such financial institutions and subsequently unpaid and unpaid fees and expenses
that are charged to any Borrower by such financial institutions in the Ordinary Course of Business of the maintenance and operation
of such accounts.


 




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(tt)        
 “Permit” means any license, permit, approval, waiver, order, authorization, right or
privilege of any nature whatsoever, granted, issued, approved or allowed by any Governmental Authority.


 


(uu)        “Person”
shall mean any individual, partnership, limited liability company, limited liability partnership, corporation, trust, joint venture,
joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other
entity.


 


(vv)        “Preferred
Stock” shall mean the preferred stock of the Issuing Borrower, consisting of 200,000 shares of Series A Preferred
Stock, par value $0.001 per share.


 


(ww)       “Principal
Trading Market” shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market,
the OTC Bulletin Board, the OTC Markets, the NYSE Euronext, the NYSE Market, or any other nationally recognized trading or exchange
market acceptable to Lender, whichever is at the time the principal trading exchange or market for the Common Stock.


 


(xx)       
 “Proceeding” means any demand, claim, suit, action, litigation, investigation, audit,
study, arbitration, administrative hearing, or any other proceeding of any nature whatsoever.


 


(yy)        “Real
Property” means any real estate, land, building, structure, improvement, fixture or other real property of any nature
whatsoever, including, but not limited to, fee and leasehold interests.


 




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(zz)         “Receipts”
shall mean all revenues, receipts, receivables, Accounts, collections or any other funds at any time received or receivable by
any Borrower, or otherwise owing to any Borrower, in connection with its business, operations or from any other source.


 


(aaa)      “Regulatory
Change” shall mean the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline
or in the interpretation or administration thereof by any Governmental Authority or any central bank or other fiscal, monetary
or other authority having jurisdiction over Lender or its lending office.


 


(bbb)     “Reserve
Amount” shall mean an amount, expressed in Dollars, equal to eighteen percent (18%) of the then applicable Revolving
Loan Commitment.


 


(ccc)      “Revolving
Loan” and “Revolving Loans” shall mean, respectively, each direct advance, and the aggregate
of all such direct advances, made by Lender to Borrowers under and pursuant to Section 2.1 of this Agreement.


 


(ddd)     “Revolving
Loan Availability” shall mean at any time the then applicable Revolving Loan Commitment.


 


(eee)      “Revolving
Loan Commitment” shall mean, on the Closing Date, One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00),
and in the event Borrowers request and Lender agrees to increase the Revolving Loan Commitment pursuant to Section 2.1(b),
thereafter, shall mean the amount to which Lender agrees to increase the Revolving Loan Commitment, up to Ten Million and No/100
Dollars ($10,000,000.00), all as applicable pursuant to Section 2.1(b).


 


(fff)        “Revolving
Loan Maturity Date” shall mean the earlier of: (i) six (6) months from the Closing Date; (ii) upon prepayment
of the Revolving Note by Borrowers (subject to Section 2.1(d)(ii)); or (iii) the occurrence of an Event of Default and acceleration
of the Revolving Note pursuant to this Agreement, unless the date in clause (i) shall be extended pursuant to Section 2.3
or by Lender pursuant to any modification, extension or renewal note executed by Borrowers and accepted by Lender in its sole and
absolute discretion in substitution for the Revolving Note.


 


(ggg)     “Revolving
Note” shall mean that certain Revolving Note in the principal amount of the Revolving Loan Commitment of even date
herewith made by Borrowers in favor of Lender, in form substantially similar to that of Exhibit “B” attached
hereto, and any renewal, extension, future advance, modification, substitution, or replacement thereof.


 


(hhh)     “SEC”
shall mean the United States Securities and Exchange Commission.


 


(iii)       
 “Securities Act” shall mean the Securities Act of 1933, as amended.


 


(jjj)       
 “Security Agreement” shall mean a Security Agreement in favor of Lender, in form
substantially similar to that of Exhibit “C” attached hereto.


 




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(kkk)      “Subsidiary”
and “Subsidiaries” shall mean, respectively, each and all such corporations, partnerships, limited partnerships,
limited liability companies, limited liability partnerships or other entities of which or in which a Person owns, directly or indirectly,
fifty percent (50%) or more of: (i) the combined voting power of all classes of stock having general voting power under ordinary
circumstances to elect a majority of the board of directors of such entity if a corporation; (ii) the management authority and
capital interest or profits interest of such entity, if a partnership, limited partnership, limited liability company, limited
liability partnership, joint venture or similar entity; or (iii) the beneficial interest of such entity, if a trust, association
or other unincorporated organization.


 


(lll)     
   “UCC” shall mean the Uniform Commercial Code in effect in Nevada from time
to time.


 


(mmm)   “Validity
Guaranties” shall mean the validity guaranties executed by Anthony Anish and Jitu Banker, which shall be substantially
in the form of Exhibit “D” attached hereto.


 


1.2          Accounting
Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily
given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically
defined hereunder and the preparation of financial statements to be furnished to Lender pursuant hereto shall be made and prepared,
both as to classification of items and as to amount, in accordance with GAAP, as used in the preparation of the financial statements
of any Borrower on the date of this Agreement. If any changes in accounting principles or practices from those used in the preparation
of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by
or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor
thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements
required to be furnished to Lender hereunder or in the calculation of financial covenants, standards or terms contained in this
Agreement, the parties hereto agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such
changes to the end that the criteria for evaluating the financial condition and performance of each Borrower will be the same after
such changes as they were before such changes; and if the parties fail to agree on the amendment of such provisions, Borrowers
will furnish financial statements in accordance with such changes but shall provide calculations for all financial covenants, perform
all financial covenants and otherwise observe all financial standards and terms in accordance with applicable accounting principles
and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated
in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed
and certified by Borrowers’ accountants.


 


1.3          Other
Terms Defined in UCC. All other words and phrases used herein and not otherwise specifically defined shall have the respective
meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined therein.


 




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1.4           Other
Definitional Provisions; Construction. Whenever the context so requires, the neuter gender includes the masculine and feminine,
the single number includes the plural, and vice versa. The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references
to this Agreement unless otherwise specified. Wherever the word “include,” “includes” or “including”
is used in this Agreement, it will be deemed to be followed by the words “without limitation.” An Event of Default
shall “continue” or be “continuing” until such Event of Default has been waived in accordance with Section
14.3 hereof. References in this Agreement to any party shall include such party’s successors and permitted assigns. References
to any “Section” shall be a reference to such Section of this Agreement unless otherwise stated. The term “Borrower”
or “Borrowers” shall refer collectively to the Issuing Borrower and all of its Subsidiaries from time to time in existence,
whether made a part of this Agreement or not, and to each of them individually, in each case as the context may so require, it
being the intent of the parties under this Agreement that all of the terms, conditions, provisions and representations hereof shall,
to the greatest extent possible, apply equally to each of them, as if each term, covenant, provision and representation was separately
made herein by each of them, except only with respect to any terms and provisions that deal directly with the issuance of any Common
Stock or Preferred Stock of the Issuing Borrower, in which case the term Borrower shall mean and refer only to the Issuing Borrower.
To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Agreement, the provisions
of this Agreement shall govern.


 


2.     
     REVOLVING LOAN FACILITY.


 


2.1          Revolving
Loan.


 


(a)          Revolving
Loan Commitment. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the
representations and warranties of Borrowers set forth herein and in the other Loan Documents, Lender agrees to make such Revolving
Loans at such times as Borrowers may from time to time request, pursuant to the terms of this Agreement, until, but not including,
the Revolving Loan Maturity Date, and in such amounts as Borrowers may from time to time request up to the Revolving Loan Availability
(and subject at all times to the amounts available to be borrowed in accordance with the Borrowing Base Certificate); provided,
however, that the aggregate principal balance of all Revolving Loans outstanding at any time shall not exceed the Revolving
Loan Availability; and further provided, however, that, notwithstanding anything contained in this Agreement or any
other Loan Documents to the contrary, each Revolving Loan requested by Borrowers under this Agreement shall be subject to Lender’s
approval, which approval may be given or withheld in Lender’s sole and absolute discretion. Revolving Loans made by Lender
may be repaid and, subject to the terms and conditions hereof, borrowed again up to, but not including, the Revolving Loan Maturity
Date, unless the Revolving Loans are otherwise terminated or extended as provided in this Agreement. The Revolving Loans shall
be used by Borrower for the specific purposes permitted hereunder and for no other purpose.


 




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(b)          Increase
to Revolving Loan Commitment. Borrowers may request, from time to time, that the Revolving Loan Commitment be increased to
up to Ten Million Dollars ($10,000,000); and Lender, in its sole discretion, may make available Revolving Loan Commitment increases
to Borrowers. Lender’s election to increase the Revolving Loan Commitment from time to time may be granted or denied by Lender
in its sole and absolute discretion, however, at a minimum, the following conditions must be satisfied, in Lender’s sole
and absolute discretion:


 


(i)          no
Event of Default shall have occurred or be continuing, or result from the applicable increase of the Revolving Loan Commitment;


 


(ii)         Borrowers
shall have executed and delivered a new or revised Revolving Note;


 


(iii)        After
giving effect to such increase, the amount of the aggregate outstanding principal balance of all Revolving Loans shall not be in
excess of the Revolving Loan Availability; and


 


(iv)        Lender
shall have reviewed and accepted, in its sole and absolute discretion, the amount and type of current and historical Receipts of
the Borrowers, or other Collateral required for the increase.


 


(c)          Revolving
Loan Interest and Payments. Except as otherwise provided in this Section, the outstanding principal balance of the Revolving
Loans shall be repaid on or before the Revolving Loan Maturity Date. Principal amounts repaid on the Revolving Note may be re-borrowed.
The principal amount of the Revolving Loans outstanding from time to time shall bear interest at the Interest Rate. Accrued and
unpaid interest on the unpaid principal balance of all Revolving Loans outstanding from time to time, and other fees and charges
due hereunder shall be payable on a weekly basis on the weekly anniversary date of the Closing Date, or such other date as Lender
and Borrowers may agree upon (provided, however, if no such other agreement is made or reached, then on the weekly anniversary
date of the Closing Date), commencing on the first such date to occur after the date hereof and on the Revolving Loan Maturity
Date (each a “Payment Date”). Any amount of principal or interest on the Revolving Loans which is not
paid when due, whether at stated maturity, by acceleration or otherwise, shall at Lender’s option bear interest payable on
demand at the Default Rate.


 


(d)          Revolving
Loan Principal Repayments.


 


(i)          Mandatory
Principal Prepayments; Overadvances. All Revolving Loans hereunder shall be repaid by Borrowers on or before the Revolving
Loan Maturity Date, unless payable sooner pursuant to the provisions of this Agreement. In the event the aggregate outstanding
principal balance of all Revolving Loans hereunder exceed the Revolving Loan Availability, Borrowers shall, upon notice or demand
from Lender, immediately make such repayments of the Revolving Loans or take such other actions as shall be necessary to eliminate
such excess. Lender shall apply funds received into the Lock Box Account in accordance with Section 2.1(e) below.


 


(ii)         Optional
Prepayments. Borrowers may, from time to time, prepay the Revolving Loans, in whole or in part, without premium or penalty.


 




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(e)          Collections;
Lock Box.


 


(i)          To
the extent any Customers make or pay any Receipts to any Borrower by a wire transfer or other form of electronic funds transfer,
then each Borrower shall direct and instruct all of such Customers to make all such wire transfer or other electronic fund transfer
payments directly to the Lock Box Account. To the extent any Customers make or pay any Receipts to any Borrower by any other form
other than wire transfer or electronic funds transfer (such as through a check), then each Borrower shall direct all of its Customers
to make and send all such payments and Receipts directly to a post office box designated by, and under the exclusive control of,
Lender (such post office box is referred to herein as the “Lock Box”). Each Borrower hereby agrees to
undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other
thing required or requested by Lender in order to effectuate the foregoing. Lender shall maintain an account at a financial institution
acceptable to Lender in its sole and absolute discretion (the “Lock Box Account”), which Lock Box Account
shall be maintained in Lender’s name, and into which all Receipts, whether through wires, checks, or any other form, and
all other monies, checks, notes, drafts or other payments of any kind owing or payable to any of the Borrowers, shall be deposited.
If any Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of any Borrower or any Affiliate
or Subsidiary, or any other Person acting for or in concert with any Borrower, shall receive any monies, checks, notes, drafts
or other payments or Receipts, whether from a Customer, as proceeds from Collateral, or form any other source, the applicable Borrower
and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender, and, immediately
upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account.


 


(ii)         Borrowers
and Lender agree that all payments made to the Lock Box Account, whether in respect of Receipts, as proceeds of Collateral, or
otherwise, will be swept from the Lock Box Account to Lender on each Payment Date to be applied according to the following priorities:
(1) to unpaid fees and expenses due hereunder including, without limitation, any recurring fees due pursuant to Section 2.2
hereof; (2) to accrued but unpaid interest owed under Sections 2.1(c) and 2.4 hereof; (3) if at any time the Lender is not
holding, in the Lock Box Account, an amount equal to at least the Reserve Amount, then all Receipts received into the Lock Box
Account shall be withheld and applied by Lender to amounts required to establish the Reserve Amount, until the Reserve Amount is
reached, which Reserve Amount (or portion thereof) may be kept and maintained in the Lock Box Account during the duration of this
Agreement as additional security for the Obligations; (4) to amounts payable pursuant to Section 2.1(d); and (5) upon the
occurrence of an Event of Default, to Lender (including any Reserve Amount then in the Lock Box Account), to reduce the outstanding
Revolving Loan balance to zero (each of the foregoing payments, the “Lock Box Payments”). The amount
remaining in the Lock Box Account following the payment of the Lock Box Payments on each Payment Date (less any amount in the Lock
Box Account withheld and applied by Lender to the Reserve Amount) shall be referred to herein as the “Net Amount”.
The Lender agrees that, provided the Borrowers are in good standing under this Agreement and the other Loan Documents, and provided
no Event of Default exists under this Agreement or any other Loan Document, and provided no event has occurred that, with the passage
of time, or the giving of notice, or both, would constitute an Event of Default under this Agreement or any other Loan Document,
then until the indebtedness owing by Borrowers to Spagus Capital Partners, LLC (“Spagus”) (the “Spagus
Debt”), a creditor of Borrowers, is paid in full, from the Net Amount, Lender shall pay and deliver to Spagus an
amount equal to $15,000 every two (2) weeks in accordance with the terms of a Subordination Agreement to be entered into simultaneously
herewith between Borrowers, Lender and Spagus. After making the payments contemplated to be made to Spagus, the Net Amount then
remaining, if any, will be transferred to Borrowers from the Lock Box Account via wire transfer or electronic funds transfer to
an account designated by the Borrowers. Once the Spagus Debt has been paid in full, provided the Borrowers are in good standing
under this Agreement and the other Loan Documents, and provided no Event of Default exists under this Agreement or any other Loan
Document, and provided no event has occurred that, with the passage of time, or the giving of notice, or both, would constitute
an Event of Default under this Agreement or any other Loan Document, the Net Amount shall be transferred to Borrowers from the
Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrowers on the immediately subsequent
Payment Date. Notwithstanding anything contained in this Agreement to the contrary, in the event at any time: (A) the Net Amount
is not sufficient to make any payment contemplated to be made to Spagus hereunder; or (ii) an Event of Default has occurred under
this Agreement or any other Loan Document, or any other event has occurred that, with the passage of time, or the giving of notice,
or both, would constitute an Event of Default under this Agreement or any other Loan Document, then Lender shall have no obligation
to make any payment to Spagus contemplated hereby. Notwithstanding anything contained in this Agreement or any other Loan Document
to the contrary, Lender’s rights and remedies under this Agreement or any other Loan Documents shall not at any time or in
any way be prejudiced, impaired or adversely affected by any failure of Lender to make any payment to Spagus as contemplated hereby.


 




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(iii)        
Borrowers agree to pay all reasonable fees, costs and expenses in connection with opening and maintaining of the Lock Box and the
Lock Box Account. All of such reasonable fees, costs and expenses, if not paid by Borrowers within five (5) Business Days of Lender’s
written request, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall
be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the Default Rate.


 


(iv)        It
is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds of Collateral at
any time received, due or owing to any Borrower from a Customer, any other Person, or otherwise, shall be deposited directly into
the Lock Box Account, and if not deposited directly into the Lock Box Account, shall be immediately remitted or endorsed by Borrowers
to Lender into the Lock Box Account, and, if that remittance or endorsement of any such item shall not be immediately made for
any reason, Lender is hereby irrevocably authorized to remit or endorse the same on each Borrower’s behalf. For purpose of
this Section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for
that purpose) as each Borrower’s true and lawful attorney and agent-in-fact: (A) to endorse such Borrower’s name upon
said Receipts or items of payment and/or proceeds of Collateral and upon any chattel paper, document, instrument, invoice or similar
document or agreement relating to any Receipts of such Borrower; (B) to take control in any manner of any item of payment or proceeds
thereof; and (C) to have access to any lock box or postal box into which any of Borrowers’ mail is deposited, and open and
process all mail addressed to any Borrower and deposited therein.


 




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(v)         Lender
may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or
after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection
of any of the Accounts and Receipts of any Borrower or other amounts owed to any Borrower by suit or otherwise; (B) exercise all
of the rights and remedies of each Borrower with respect to Proceedings brought to collect any Accounts, Receipts, or other amounts
owed to each Borrower; (C) surrender, release or exchange all or any part of any Accounts, Receipts, or other amounts owed to each
Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder;
(D) sell or assign any Account or Receipts of any Borrower, or other amount owed to any Borrower, upon such terms, for such amount
and at such time or times as Lender deems advisable; (E) prepare, file and sign any Borrower’s name on any proof of claim
in bankruptcy or other similar document against any Customer or other Person obligated to any Borrower; (F) have access to any
Borrower’s operating accounts, through such Borrower’s online banking system, or otherwise, to make remittances of
any Receipts deposited therein into the Lock Box Account as required hereby; and (G) do all other acts and things which are necessary,
in Lender’s sole discretion, to fulfill each Borrower’s obligations under this Agreement and the other Loan Documents
and to allow Lender to collect the Accounts, Receipts, or other amounts owed to each Borrower. In addition to any other provision
hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at Borrowers’ expense,
notify any parties obligated on any of the Accounts and Receipts to make payment directly to Lender of any amounts due or to become
due thereunder.


 


(vi)        On
a monthly basis, Lender shall deliver to Borrowers an invoice and an account statement showing all Loans, charges and payments,
which shall be deemed final, binding and conclusive upon Borrowers, unless Borrowers notify Lender in writing, specifying any error
therein, within thirty (30) days of the date such account statement is sent to Borrowers and any such notice shall only constitute
an objection to the items specifically identified.


 


2.2          Fees.


 


(a)          Intentionally
Left Blank.


 


(b)          Asset
Monitoring Fee. Borrowers agree to pay to Lender an asset monitoring fee (“Asset Monitoring Fee”)
equal to One Thousand Five-Hundred and No/100 Dollars ($1,500.00), which shall be due and payable on the Closing Date, and thereafter
on the first day of each third (3rd) calendar month during the term of this Agreement. The Asset Monitoring Fee shall
be increased in increments of Five Hundred and No/100 Dollars ($500.00) each time the Revolving Loan Commitment amount is increased
pursuant to Section 2.1(b); provided that the Asset Monitoring Fee shall never exceed Two Thousand Five Hundred and No/100
Dollars ($2,500.00).


 


(c)          Transaction
Advisory Fee. Borrowers agree to pay to Lender, on the Closing Date, a transaction advisory fee equal to three percent (3.0%)
of the Revolving Loan Commitment as of the Closing Date. Borrowers agree to pay to Lender a transaction advisory fee equal to two
percent (2.0%) on the amount of any increase of the Revolving Loan Commitment pursuant to Section 2.1(b), which shall be
due and payable on the date of any increase to the Revolving Loan Commitment pursuant to Section 2.1(b).


 




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(d)          Due
Diligence Fees. Borrowers agree to pay a due diligence fee equal to Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00),
which shall be due and payable in full on the Closing Date, or any remaining portion thereof shall be due and payable on the Closing
Date if a portion of such fee was paid upon the execution of any term sheet related to this Agreement.


 


(e)          Document
Review and Legal Fees. Borrowers agree to pay a document review and legal fee equal to Seventeen Thousand Five Hundred and
No/100 Dollars ($17,500.00) which shall be due and payable in full on the Closing Date, or any remaining portion thereof shall
be due and payable on the Closing Date if a portion of such fee was paid upon the execution of any term sheet related to this Agreement.


 


(f)    
      Other Fees. Each of the Borrowers also agrees to pay to the Lender (or any
designee of the Lender), upon demand, or to otherwise be responsible for the payment of, any and all other costs, fees and
expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Lender and of any experts and
agents, which the Lender may incur or which may otherwise be due and payable in connection with: (i) the preparation,
negotiation, execution, delivery, recordation, administration, amendment, waiver, subordination, or other modification or
termination of this Agreement or any other Loan Documents (provided that there shall be no fees for the preparation,
negotiation, execution and delivery of this Agreement other than as specifically set forth in this Section 2.2);
(ii) any documentary stamp taxes, intangibles taxes, recording fees, filing fees, or other similar taxes, fees or
charges imposed by or due to any Governmental Authority in connection with this Agreement or any other Loan
Documents; (iii) the exercise or enforcement of any of the rights of the Lender under this Agreement or the Loan
Documents; or (iv) the failure by any Borrower to perform or observe any of the provisions of this Agreement or any of
the Loan Documents. Included in the foregoing shall be the amount of all expenses paid or incurred by Lender in consulting
with counsel concerning any of its rights under this Agreement or any other Loan Document or under applicable law upon the
occurrence of any Event of Default. All such costs and expenses, if not so immediately paid when due or upon demand thereof,
shall bear interest from the date of outlay until paid, at the Default Rate. All of such costs and expenses shall be
additional Obligations of the Borrowers to Lender secured under the Loan Documents. The provisions of this Subsection shall
survive the termination of this Agreement.


 


(g)          Minimum
Monthly Fee. It is the intention of the parties hereto that, prior to an Event of Default, the aggregate sum of all recurring
monthly fees and interest payable by Borrowers hereunder to Lender for each calendar month during the term hereof shall not be
less than One and Five Tenths Percent (1.5%) of the then applicable Revolving Loan Commitment (the “Minimum Fees”).
In the event during any calendar month during the term of this Agreement, the recurring monthly fees and interest payable by Borrowers
to Lender hereunder are less than the Minimum Fees, then in addition to all such recurring monthly fees and interest payable, the
Borrowers shall pay to Lender, on the next Payment Date, an amount determined by Lender such that when added to the recurring monthly
fees and interest payable to Lender each calendar month hereunder, such amount shall never be less than the Minimum Fees.


 




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(h)          Advisory
Fee.


 


(i)          Share
Issuance. In consideration of advisory services provided by Lender to Issuing Borrower prior to the Closing Date, the Issuing
Borrower shall pay to Lender a fee equal to $200,000.00 (the “Advisory Fee”). The Advisory Fee shall
be initially paid by the issuance to Lender of 200,000 shares of the Issuing Borrower’s Series A Preferred Stock (the “Advisory
Fee Shares”) in accordance with the terms and provisions of this Section. On the Closing Date, the Issuing Borrower
shall instruct its transfer agent (the “Transfer Agent”) to issue certificates representing the Advisory
Fee Shares issuable to the Lender hereunder, and shall cause its Transfer Agent to deliver such certificates to Lender within five
(5) Business Days from the Closing Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder
shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate default under this Agreement
and the other Loan Documents. The Advisory Fee Shares, and all shares of Common Stock issuable upon or in connection with any conversion
of the Advisory Fee Shares (the “Advisory Fee Conversion Shares”), when issued, shall be deemed to be
validly issued, fully paid, and non-assessable shares of the Issuing Borrower’s Preferred Stock and Common Stock, as applicable.
The Advisory Fee Shares shall be deemed fully earned as of the date the Borrowers execute this Agreement, regardless of the amount
or number of Revolving Loans made hereunder. 


 




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(ii)         Adjustments.
It is the intention of the Issuing Borrower and Lender that the Lender shall have the right and be able to convert Advisory Fee
Shares into Advisory Fee Conversion Shares in accordance with the terms and provisions of the certificate of rights and designations
governing the Advisory Fee Shares (the “Certificate of Designations”), and to thereafter sell the Advisory
Fee Conversion Shares and generate net proceeds (net of all brokerage commissions and other fees or charges payable by Lender in
connection with the sale thereof) from such sale equal to the Advisory Fee. In this regard, the Lender shall have the right to
sell the Advisory Fee Conversion Shares in the Principal Trading Market, or otherwise, at any time in accordance with applicable
securities laws. After the earlier to occur of: (A) the conversion of all Advisory Fee Shares and sale of all Advisory Fee Conversion
Shares; or (B) Lender receiving net proceeds from the sale of the Advisory Fee Conversion Shares equal to the Advisory Fee, the
Lender shall deliver to the Issuing Borrower a reconciliation statement showing the net proceeds actually received by the Lender
from the sale of the Advisory Fee Conversion Shares (the “Sale Reconciliation”). If, as of the date of
the delivery by Lender of the Sale Reconciliation, the Lender has not realized and received net proceeds from the sale of the Advisory
Fee Conversion Shares equal to at least the Advisory Fee, as shown on the Sale Reconciliation, then, at Lender’s election:
(I) Borrowers shall be obligated to pay such shortfall to Lender in Dollars by wire transfer to an account designated by Lender
within five (5) Business Days after demand therefor from Lender; or (II) the Issuing Borrower shall immediately take all required
action necessary or required in order to cause the issuance of additional shares of Common Stock to the Lender in an amount sufficient
such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and
sold Advisory Fee Conversion Shares, the Lender shall have received total net funds equal to the Advisory Fee. If additional shares
of Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares
of Common Stock, the Lender still has not received net proceeds equal to at least the Advisory Fee, then at Lender’s election:
(I) Borrowers shall be obligated to pay such shortfall to Lender in Dollars by wire transfer to an account designated by Lender
within five (5) Business Days after demand therefor from Lender, in which event, after Lender’s receipt of such cash payment
by Lender, the Lender shall return any then remaining Advisory Fee Shares and Advisory Fee Conversion Shares in its possession
back to the Issuing Borrower; or (II) the Issuing Borrower shall again be required to immediately take all required action necessary
or required in order to cause the issuance of additional shares of Common Stock to the Lender as contemplated above, and such election
by Lender and additional issuances shall continue until the Lender has received the full Advisory Fee, either in Dollars or net
proceeds from the sale of such Common Stock equal to the Advisory Fee. In the event the Lender receives net proceeds from the sale
of Advisory Fee Conversion Shares equal to the Advisory Fee before Lender has converted all Advisory Fee Shares, or sold all Advisory
Fee Conversion Shares issued to Lender hereunder, then the Lender shall return all such remaining Advisory Fee Shares or Advisory
Fee Conversion Shares, as applicable, to the Issuing Borrower. In the event additional Common Stock is required to be issued as
outlined above, the Issuing Borrower shall instruct its Transfer Agent to issue certificates representing such additional shares
of Common Stock to the Lender immediately subsequent to the Lender’s notification to the Issuing Borrower that additional
shares of Common Stock are issuable hereunder, and the Issuing Borrower shall in any event cause its Transfer Agent to deliver
such certificates to Lender within five (5) Business Days following the date Lender notifies the Issuing Borrower that additional
shares of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common
Stock issuable hereunder shall not be delivered to the Lender within said five (5) Business Day period, same shall be an immediate
default under this Agreement and the Loan Documents. Notwithstanding anything contained in this Section 2.2(h) to the contrary,
at any time on or prior to the Revolving Loan Maturity Date, the Issuing Borrower shall have the right, at any time during such
period, to redeem any Advisory Fee Shares or Advisory Fee Conversion Shares then in the Lender’s possession for an amount
payable by the Issuing Borrower to Lender in Dollars equal to the Advisory Fee, less any net proceeds received by the Lender from
any previous sales of Advisory Fee Conversion Shares. Upon Lender’s receipt of such cash payment in accordance with the immediately
preceding sentence, the Lender shall return any then remaining Advisory Fee Shares and Advisory Fee Conversion Shares in its possession
back to the Issuing Borrower. In the event the Lender elects to increase the Revolving Loan Commitment as permitted by this Agreement,
the Borrowers agree to pay additional advisory fees to Lender either in cash or in a similar manner as set forth in this Section
2.2(h) through the issuance of additional Advisory Fee Shares or Common Stock, at Lender’s sole discretion, in an amount
to be determined by Lender.


 


(iii)        Mandatory
Redemption. Notwithstanding anything contained in this Agreement to the contrary, in the event the Lender has not realized
net proceeds from the sale of Advisory Fee Conversion Shares equal to at least the Advisory Fee by a date that is twelve (12) months
from the Closing Date, then at any time thereafter, the Lender shall have the right, upon written notice to the Issuing Borrower,
to require that the Issuing Borrower redeem all Advisory Fee Shares and Advisory Fee Conversion Shares then in Lender’s possession
for Dollars equal to the Advisory Fee, less any net proceeds received by the Lender from any previous sales of Advisory Fee Conversion
Shares, if any. In the event such redemption notice is given by the Lender, the Issuing Borrower shall redeem the then remaining
Advisory Fee Shares and Advisory Fee Conversion Shares in Lender’s possession for an amount of Dollars equal to the Advisory
Fee, less any net proceeds received by the Lender from any previous sales of Advisory Fee Conversion Shares, if any, payable by
wire transfer to an account designated by Lender within five (5) Business Days from the date the Lender delivers such redemption
notice to the Issuing Borrower.


 




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(iv)        Leak-Out
Covenant. Notwithstanding anything contained in this Agreement to the contrary, so long as no Event of Default exists, and
so long as no event has occurred that, with the passage of time, the giving of notice, or both, would constitute an Event of Default,
the Lender agrees that it shall not, during any given calendar week, sell Advisory Fee Conversion Shares in excess of twenty-five
percent (25%) of the average weekly volume of the Common Stock on the Principal Trading Market over the immediately preceding calendar
week, as reported by Bloomberg.


 


(v)         Surviving
Obligations. The Borrowers agree and acknowledge that notwithstanding the termination of this Agreement, or the payment in
full of all of the Borrowers’ Obligations hereunder or under any other Loan Documents, and notwithstanding anything contained
in this Agreement or any other Loan Documents to the contrary, the Issuing Borrower’s obligations and liability under this
Agreement and the other Loan Documents, and the Lender’s Lien and security interest on all Collateral, shall survive, shall
remain valid and effective and shall not be released or terminated, until the Issuing Borrower has fully complied with all of its
obligations with respect to payment of the Advisory Fee, and Lender has generated and received net proceeds from the sale of the
Advisory Fee Conversion Shares (or otherwise received equivalent payment thereof in Dollars as permitted hereunder) equal to the
Advisory Fee.


 


(i)       
   Matters with Respect to Common Stock.


 


(i)          Issuance
of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Revolving Note, Lender has the right,
under certain circumstances as more specifically set forth in the Revolving Note, to convert amounts due under the Revolving Note
into Common Stock in accordance with the terms of the Revolving Note. In the event, for any reason, the Issuing Borrower fails
to issue, or cause the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Revolving Note
(the “Conversion Shares”) to Lender in connection with the exercise by Lender of any of its conversion
rights under the Revolving Note, then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver to the
Transfer Agent, on behalf of itself and the Issuing Borrower, a “Conversion Notice” (as defined in the Revolving Note)
requesting the issuance of the Conversion Shares then issuable in accordance with the terms of the Revolving Note, and the Transfer
Agent, provided they are the acting transfer agent for the Issuing Borrower at the time, shall, and the Issuing Borrower hereby
irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Issuing Borrower,
issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized
overnight courier for delivery to Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of
the Issuing Borrower, registered in the name of Lender or its designee, for the number of Conversion Shares to which Lender shall
be then entitled under the Revolving Note, as set forth in the Conversion Notice.


 




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(ii)         Issuance
of Advisory Fee Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Certificate of Designations
applicable to the Advisory Fee Shares, Lender has the right to convert Advisory Fee Shares into Advisory Fee Conversion Shares.
In the event, for any reason, the Issuing Borrower fails to issue, or cause its Transfer Agent to issue, any portion of the Advisory
Fee Conversion Shares issuable to Lender upon conversion of the Advisory Fee Shares, or any portion thereof, then the parties hereto
acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Issuing Borrower,
a “Conversion Notice” (as used and defined in the Certificate of Designations) requesting the issuance of the Advisory
Fee Conversion Shares then issuable in accordance with the terms of the Certificate of Designations, and the Transfer Agent, provided
they are the acting transfer agent for the Issuing Borrower at the time, shall, and the Issuing Borrower hereby irrevocably authorizes
and directs the Transfer Agent to, without any further confirmation or instructions from the Issuing Borrower, issue the Advisory
Fee Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight
courier for delivery to Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the Issuing
Borrower, registered in the name of Lender or its designee, for the number of Advisory Fee Conversion Shares to which Lender shall
be then entitled in accordance with the Certificate of Designations, as set forth in the Conversion Notice.


 


(iii)        Issuance
of Additional Common Stock Under Section 2.2(h). The parties hereto acknowledge that pursuant to the Section 2.2(h) above,
the Issuing Borrower has agreed to issue, in certain circumstances as outlined in Section 2.2(h), certain shares of the Issuing
Borrower’s Common Stock in accordance with the terms of Section 2.2(h) above. In the event, for any reason, the Issuing Borrower
fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable to Lender under Section 2.2(h),
then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself
and the Issuing Borrower, a written instruction requesting the issuance of the shares of Common Stock then issuable in accordance
with Section 2.2(h) above, and the Transfer Agent, provided they are the acting transfer agent for the Issuing Borrower at the
time, shall, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation
or instructions from the Issuing Borrower, issue such shares of the Issuing Borrower’s Common Stock as directed by Lender,
and surrender to a nationally recognized overnight courier for delivery to Lender at the address specified in the Lender’s
notice, a certificate of the Common Stock of the Issuing Borrower, registered in the name of Lender or its designee, for the number
of shares of Common Stock issuable to Lender in accordance with Section 2.2(h).


 


(iv)        Removal
of Restrictive Legends. In the event that Lender has any shares of the Issuing Borrower’s Common Stock bearing any restrictive
legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal
of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to
the registration requirements under the Securities Act or the laws or rules of any Governmental Authority, or otherwise, and the
Issuing Borrower and or its counsel refuses or fails for any reason to render an opinion of counsel or any other documents, certificates
or instructions required for the removal of the restrictive legends, then: (A) to the extent such legends could be lawfully removed
under applicable laws, Issuing Borrower’s failure to provide the required opinion of counsel or any other documents, certificates
or instructions required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement
and all other Loan Documents; and (B) the Issuing Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and
expressly authorized to have counsel to Lender render any and all opinions and other certificates or instruments which may be required
for purposes of removing such restrictive legends, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer
Agent to, without any further confirmation or instructions from the Issuing Borrower, issue any such shares without restrictive
legends as instructed by Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender,
certificates, registered in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled,
without any restrictive legends and otherwise freely transferable on the books and records of the Issuing Borrower.


 




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(v)         Authorized
Agent of the Issuing Borrower. The Issuing Borrower hereby irrevocably appoints the Lender and its counsel and its representatives,
each as the Issuing Borrower’s duly authorized agent and attorney-in-fact for the Issuing Borrower for the purposes of authorizing
and instructing the Transfer Agent to process issuances, transfers and legend removals upon instructions from Lender, or any counsel
or representatives of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled
with an interest and is irrevocable so long as any Obligations of the Borrowers under this Agreement or any other Loan Documents
remain outstanding, and so long as the Lender owns or has the right to receive, any shares of the Issuing Borrower’s Common
Stock hereunder or under the Revolving Note. In this regard, the Issuing Borrower hereby confirms to the Transfer Agent and the
Lender that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with the
terms of this Agreement with regard to the matters contemplated herein, and that the Lender shall have the absolute right to provide
a copy of this Agreement to the Transfer Agent as evidence of the Issuing Borrower’s irrevocable authority for Lender and
Transfer Agent to process issuances, transfers and legend removals upon instructions from Lender, or any counsel or representatives
of Lender, as specifically contemplated herein, without any further instructions, orders or confirmations from the Issuing Borrower.


 


(vi)        Injunction
and Specific Performance. The Issuing Borrower specifically acknowledges and agrees that in the event of a breach or threatened
breach by the Issuing Borrower of any provision of this Section 2.2(i), the Lender will be irreparably damaged and that damages
at law would be an inadequate remedy if this Agreement were not specifically enforced.  Therefore, in the event of a breach
or threatened breach of any provision of this Section 2.2(i) by the Issuing Borrower, the Lender shall be entitled to obtain, in
addition to all other rights or remedies Lender may have, at law or in equity, an injunction restraining such breach, without being
required to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions
of this Section 2.2(i).


 


2.3          Renewal
of Revolving Loans; Non-Renewal of Revolving Loans; Fees. So
long as no Event of Default exists, and so long as no event has occurred that, with the passage
of time, the giving of notice, or both, would constitute an Event of Default, Borrowers shall have the option to renew
the Revolving Loan Commitment and extend the Revolving Loan
Maturity Date for one (1) additional six (6) month period. To exercise
such option, Borrowers shall give written notice to Lender of
Borrowers’ renewal of the Revolving Loan Commitment and
extension of the Revolving Loan Maturity Date for an additional six (6) month period on or before a date that is twenty (20) days
prior to the Revolving Loan Maturity Date.


 




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2.4           Interest
and Fee Computation; Collection of Funds. Interest accrued hereunder shall be payable as set forth in Section 2.1(c)
hereof. Except as otherwise set forth herein, all interest and fees shall be calculated on the basis of a year consisting of 360
days and shall be paid for the actual number of days elapsed. Principal payments submitted in funds not immediately available shall
continue to bear interest until collected. If any payment to be made by Borrowers hereunder or under the Revolving Note shall become
due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time
shall be included in computing any interest in respect of such payment. Any Obligations which are not paid when due (subject to
applicable grace periods) shall bear interest at the Default Rate.


 


2.5           Automatic
Debit. In order to effectuate the timely payment of any of the Obligations when due, each Borrower hereby authorizes and directs
Lender to make Revolving Loans hereunder to pay the amount of the Obligations.


 


2.6           Discretionary
Disbursements. Lender, in its sole and absolute discretion, may immediately upon notice to Borrowers, disburse any or all proceeds
of the Revolving Loans made or available to Borrowers pursuant to this Agreement to pay any fees, costs, expenses or other amounts
required to be paid by Borrowers hereunder and not so paid. All monies so disbursed shall be a part of the Obligations, payable
by Borrowers on demand from Lender.


 


2.7           US
Dollars; Currency Risk. All Receipts will be in Dollars. In the event Receipts are not in Dollars, Borrowers shall bear the
risk of Lender’s currency losses, and if Lender suffers a currency loss and the result is to increase the cost to Lender
or to reduce the amount of any sum received or receivable by Lender under this Agreement or under the Revolving Note with respect
thereto, then after demand by Lender (which demand shall be accompanied by a certificate setting forth reasonably detailed calculations
of the basis of such demand), Borrowers shall pay to Lender such additional amount or amounts as will compensate Lender for such
increased cost or such reduction. Borrowers hereby authorize Lender to advance or cause an advance of Revolving Loans to pay for
the increased costs or reductions associated with any such currency losses.


 


3.      
    CONDITIONS OF BORROWING.


 


Notwithstanding any
other provision of this Agreement, the obligation of Lender to disburse or make all or any portion of any Loans is subject to satisfaction
of all of the following conditions precedent (unless a condition is waived in writing by Lender) contained in this Article 3.


 


3.1          Intentionally
Left Blank.


 


3.2          Loan
Documents to be Executed by Borrowers. As a condition precedent to Lender’s disbursal or making of the Loans pursuant
to this Agreement, Borrowers shall have executed or cause to be executed and delivered to Lender all of the following documents,
each of which must be satisfactory to Lender and Lender’s counsel in form, substance and execution:


 


(a)          Credit
Agreement. One (1) original of this Agreement duly executed by Borrowers;


 




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(b)          Revolving
Note. One (1) original Revolving Note duly executed by Borrowers;


 


(c)          Security
Agreement. One (1) original of the Security Agreement dated as of the date of this Agreement, executed by Borrowers;


 


(d)          Validity
Guaranties. Validity Guarantees duly executed by such officers and directors of Borrowers as required hereunder;


 


(e)          Search
Results. Copies of UCC search reports dated such a date as is reasonably acceptable to Lender, listing all effective financing
statements which name any Borrower, under its present name and any previous names, as debtors, together with copies of such financing
statements;


 


(f)     
     Organizational and Authorization Documents. A certificate of the corporate
secretary or other officer of each Borrower certifying and attaching: (i) copies of its articles of incorporation and bylaws;
(ii) resolutions of the board of directors of such Borrower, approving and authorizing such Borrower’s issuance of the
Revolving Note and Advisory Fee Shares, and the execution, delivery and performance of the Loan Documents to which it is
party and the transactions contemplated thereby; (iii) the signatures and incumbency of the officers of such Borrower
executing any of the Loan Documents, each of which such Borrower hereby certifies to be true and complete, and in full force
and effect without modification, it being understood that Lender may conclusively rely on each such document and certificate
until formally advised by such Borrower of any changes therein; and (iv) good standing certificate in the state of
incorporation of such Borrower and in each other state requested by Lender;


 


(g)          Insurance.
Evidence satisfactory to Lender of the existence of insurance required to be maintained pursuant to Section 10.4, together
with evidence that Lender has been named as additional insured and lender’s loss payee, as applicable, on all related insurance
policies;


 


(h)          Opinion
of Counsel. A customary opinion of Borrowers’ counsel, in form reasonably satisfactory to Lender; and


 


(i)      
    Additional Documents. Such other agreements, documents, instruments, certificates,
financial statements, schedules, resolutions, opinions of counsel, notes and other items which Lender shall require in
connection with this Agreement.


 


3.3          Issuance
of Stock. The Issuing Borrower shall have issued and delivered to Lender an irrevocable issuance instruction letter and board
resolution in form and substance acceptable to Lender, irrevocably authorizing the issuance of the Advisory Fee Shares and irrevocably
directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Lender or its designee.


 


3.4          Payment
of Fees. Borrowers shall have paid to Lender all fees, costs and expenses, including, but not limited to, due diligence expenses,
attorney’s fees, search fees, title fees, documentation and filing fees (including documentary stamps and taxes payable on
the face amount of the Revolving Note).


 




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3.5           Event
of Default. No Event of Default, or event which, with notice or lapse of time, or both, would constitute an Event of Default,
shall have occurred and be continuing.


 


3.6           Adverse
Changes. There shall not have occurred any Material Adverse Effect.


 


3.7           Litigation.
Except as set forth in Schedule 7.12, no pending claim, investigation, litigation or governmental Proceeding shall
have been instituted against any Borrower or any of their respective Subsidiaries or any of their respective officers or shareholders.


 


3.8           Representations
and Warranties. No representation or warranty of Borrowers contained herein or in any Loan Documents shall be untrue or incorrect
in any material respect as of the date of any Loans as though made on such date, except to the extent such representation or warranty
expressly relates to an earlier date.


 


3.9           Due
Diligence. The business, legal and collateral due diligence review performed by Lender, including, but not limited to, a review
of Borrowers’ historical performance and financial information, must be acceptable to Lender in its sole discretion. Lender
reserves the right to increase any and all aspects of its due diligence in Lender’s sole discretion.


 


3.10         Key
Personnel Investigations. Lender shall be satisfied, in its sole discretion, with results from background investigations conducted
on key members of Borrowers’ principals and management teams.


 


3.11         Repayment
of Outstanding Indebtedness. Borrowers shall have repaid in full all outstanding indebtedness secured by Collateral, other
than indebtedness giving rise to Permitted Liens.


 


4.     
     NOTES EVIDENCING LOANS.


 


The Revolving Loans
shall be evidenced by the Revolving Note (together with any and all renewal, extension, modification or replacement notes executed
by Borrowers and delivered to Lender and given in substitution therefor) duly executed by Borrowers and payable to the order of
Lender. At the time of the initial disbursement of a Revolving Loan and at each time an additional Revolving Loan shall be requested
hereunder or a repayment made in whole or in part thereon, an appropriate notation thereof shall be made on the books and records
of Lender. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of: (i) the principal amount
of the Revolving Loans advanced hereunder; (ii) any unpaid interest owing on the Revolving Loans; and (iii) all amounts repaid
on the Revolving Loans. The failure to record any such amount or any error in recording such amounts shall not, however, limit
or otherwise affect the obligations of Borrowers under the Revolving Note to repay the principal amount of the Revolving Loans,
together with all interest accruing thereon.


 


5.     
     MANNER OF BORROWING.


 


5.1           Loan
Requests. Subject to Section 2.1(a) and Article 3 hereof, the Loans shall be made available to Borrowers upon
Borrowers’ request, from any Person whose authority to so act has not been revoked by any Borrower in writing previously
received by Lender. Borrowers may make requests for borrowing no more than one time every two (2) weeks up to the then applicable
Revolving Loan Commitment; provided, however, that, notwithstanding anything contained in this Agreement or any other
Loan Documents to the contrary, each Revolving Loan requested by Borrowers under this Agreement shall be subject to Lender’s
approval, which approval may be given or withheld in Lender’s sole and absolute discretion. A request for a Loan may only
be made if no default or Event of Default shall have occurred or be continuing and shall be subject to: (i) Lender’s preparation
of a Borrowing Base Certificate, showing that there is borrowing availability under the Revolving Loan Commitment; and (ii) Receipts
deposited into the Lock Box Account and other Collateral being acceptable to Lender. In addition, a request for a Loan must be
received by no later than 11:00 a.m. eastern time the day it is to be funded and be in a minimum amount equal to Fifty Thousand
Dollars and No/100 ($50,000.00).


 




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5.2           Communications.
Lender is authorized to rely on any written, verbal, electronic, telephonic or telecopy loan requests which Lender believes in
its good faith judgment to emanate from the Anthony Anish or Jitu Banker, or any other authorized representative of Borrowers designated
in writing from time to time by the Issuing Borrower. Each Borrower hereby irrevocably confirms, ratifies and approves all such
advances by Lender and each of such Borrowers hereby indemnifies Lender against losses and expenses (including court costs, attorneys’
and paralegals’ fees) and shall hold Lender harmless with respect thereto.


 


6.  
        SECURITY FOR THE OBLIGATIONS.


 


To secure the payment
and performance by Borrowers of the Obligations hereunder, each Borrower grants, under and pursuant to the Security Agreement executed
by Borrowers dated as of the date hereof, to Lender, its successors and assigns, a continuing, first-priority security interest
in, and does hereby assign, transfer, mortgage, convey, pledge, hypothecate and set over to Lender, its successors and assigns,
all of the right, title and interest of each Borrower in and to the Collateral, whether now owned or hereafter acquired, and all
proceeds (including, without limitation, all insurance proceeds) and products of any of the Collateral. At any time upon Lender’s
request, Borrowers shall execute and deliver to Lender any other documents, instruments or certificates requested by Lender for
the purpose of properly documenting and perfecting the security interests of Lender in and to the Collateral granted hereunder,
including any additional security agreements, mortgages, control agreements, and financing statements.


 


7.      
    REPRESENTATIONS AND WARRANTIES OF BORROWERS.


 


To induce Lender to
make the Loans, each Borrower makes the following representations and warranties to Lender, each of which shall be true and correct
in all material respects as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder,
except to the extent such representation expressly relates to an earlier date, and which shall survive the execution and delivery
of this Agreement:


 


7.1           Subsidiaries.
Other than E.M. Tool Company, Inc., a California corporation, and Precision Aerospace and Technologies, Inc., a Nevada corporation,
all of which are wholly-owned Subsidiaries of the Issuing Borrower, no Borrower owns, directly or indirectly, any outstanding voting
securities of or other interests in, or have any Control over, any other Person, except as set forth in Schedule 7.1.


 




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7.2           Borrower
Organization and Name. Each Borrower is a corporation, duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization, and has the full power and authority and all necessary Permits to: (i) enter into and execute
this Agreement and the Loan Documents and to perform all of its obligations hereunder and thereunder; and (ii) own and operate
its assets and properties and to conduct and carry on its business as and to the extent now conducted. Each Borrower is duly qualified
to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business
or the ownership or use and operation of its assets or properties requires such qualification. The exact legal name of each Borrower
is as set forth in the first paragraph of this Agreement, and except as set forth in Schedule 7.2, no Borrower currently
conducts, nor has any Borrower, during the last five (5) years conducted, business under any other name or trade name.


 


7.3           Authorization;
Validity. Each Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute
and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the
Loan Documents and no other action or consent on the part of any Borrower, its board of directors, stockholders, or any other Person
is necessary or required by any Borrower to execute this Agreement and the Loan Documents, consummate the transactions contemplated
herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and
the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth,
violate or contravene any provision of law or of any Borrower’s Articles of Incorporation or Bylaws, or other governing documents.
All necessary and appropriate corporate action has been taken on the part of each Borrower to authorize the execution and delivery
of this Agreement and the Loan Documents and the issuance of the Revolving Note and the Advisory Fee Shares. This Agreement and
the Loan Documents are valid and binding agreements and contracts of each Borrower, enforceable against each Borrower in accordance
with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’
rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies.
No Borrower knows of any reason why any Borrower cannot perform any of its Obligations under this Agreement, the Loan Documents
or any related agreements.


 




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7.4           Capitalization.
The authorized capital stock of each Borrower is as set forth in Schedule 7.4 attached hereto. Schedule 7.4
shall specify, for each Borrower, the total number of authorized shares of capital stock, and of such authorized shares, the number
which are designated as Common Stock and the number designated as preferred stock. Schedule 7.4 shall also specify,
for each Borrower, as of the date hereof, the number of shares of Common Stock issued and outstanding and the number of shares
of preferred stock issued and outstanding. All of the outstanding shares of capital stock of each Borrower are validly issued,
fully paid and nonassessable, have been issued in compliance with all foreign, federal and state securities laws and none of such
outstanding shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
As of the date of this Agreement, no shares of any Borrower’s capital stock are subject to preemptive rights or any other
similar rights or any Liens, claims or encumbrances suffered or permitted by any Borrower. The Common Stock is currently quoted
on the OTC Bulletin Board under the trading symbol “MLHC”. The Issuing Borrower has received
no notice, either oral or written, with respect to the continued eligibility of the Common Stock for quotation on the Principal
Trading Market, and the Issuing Borrower has maintained all requirements on its part for the continuation of such quotation. Except
as set forth in Schedule 7.4 attached hereto and except for the securities to be issued pursuant to this Agreement,
as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Issuing Borrower
or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which Issuing Borrower or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Issuing Borrower or any of its Subsidiaries or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of Issuing Borrower or any of its Subsidiaries; (ii) there are no outstanding debt
securities, notes, credit agreements, credit facilities or other contracts or instruments evidencing indebtedness of Issuing Borrower
or any of its Subsidiaries, or by which Issuing Borrower or any of its Subsidiaries is or may become bound; (iii) there are
no outstanding registration statements with respect to Issuing Borrower or any of its Subsidiaries, or any of their respective
securities, and there are no outstanding comment letters from the SEC, the Principal Trading Market, or any other Governmental
Authority with respect to any securities of Issuing Borrower or any of its Subsidiaries; (iv) there are no agreements or arrangements
under which Issuing Borrower or any of its Subsidiaries is obligated to register the sale of any of its securities under the Securities
Act or any other law of any other Governmental Authority; (v) there are no financing statements filed with any Governmental Authority
securing any obligations of Issuing Borrower or any of its Subsidiaries, or filed in connection with any assets or properties of
Issuing Borrower or any of its Subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described
herein or therein; and (vii) there are no outstanding securities or instruments of any Borrower which contain any redemption or
similar provisions, and there are no contracts or agreements by which such Borrower is or may become bound to redeem a security
of such Borrower (except pursuant to this Agreement). Each Borrower has furnished to the Lender true, complete and correct copies
of such Borrower’s Certificate of Incorporation, as amended and as in effect on the date hereof and such Borrower’s
Bylaws, as in effect on the date hereof, and any other governing or organizational documents, as applicable. Except for the documents
delivered to Lender in accordance with the immediately preceding sentence, there are no other shareholder agreements, voting agreements,
operating agreements, or other contracts or agreements of any nature or kind that restrict, limit or in any manner impose obligations,
restrictions or limitations on the governance of each Borrower.


 




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7.5           No
Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the
consummation of the transactions contemplated hereby and thereby, including the issuance of the Advisory Fee Shares and any Advisory
Fee Conversion Shares, will not: (i) constitute a violation of or conflict with the Certificate or Articles of Incorporation, Bylaws,
or any other organizational or governing documents of any Borrower; (ii) constitute a violation of, or a default or breach under
(either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination,
amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Borrower is a party or by which
any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately,
upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any
nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign
and United States federal and state securities laws and the rules and regulations of any Principal Trading Market); or (v) result
in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect
to, any Permit granted or issued to, or otherwise held by or for the use of, any Borrower or any of their respective assets. No
Borrower is in violation of its Certificate or Articles of Incorporation, Bylaws, or other organizational or governing documents,
as applicable, and no Borrower is in default or breach (and no event has occurred which with notice or lapse of time or both could
put any Borrower in default or breach) under, and no Borrower has taken any action or failed to take any action that would give
to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any
Borrower is a party or by which any property or assets of any Borrower are bound or affected. No business of any Borrower is being
conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated
by this Agreement, no Borrower is required to obtain any consent or approval of, from, or with any Governmental Authority, or any
other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents
in accordance with the terms hereof or thereof, or to issue the Advisory Fee Shares in accordance with the terms hereof. All consents
and approvals which any Borrower is required to obtain pursuant to the immediately preceding sentence have been obtained or effected
on or prior to the date hereof.


 


7.6           Issuance
of Securities. The Advisory Fee Shares and the Advisory Fee Conversion Shares are duly authorized and, upon issuance in accordance
with the terms hereof, shall be duly issued, fully paid and non-assessable, and free from all Liens, claims, charges, taxes, or
other encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal
and state securities laws and the laws of any foreign jurisdiction applicable to the issuance thereof. Any shares issuable upon
conversion of the Revolving Note, in accordance with the terms of the Revolving Note, are duly authorized and, upon issuance in
accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and free from all Liens, claims, charges,
taxes, or other encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States
federal and state securities laws and the laws of any foreign jurisdiction applicable to the issuance thereof. Assuming the accuracy
of the Lender’s representations under Section 8 hereof, the issuance of the Advisory Fee Shares
and any shares issuable upon conversion of the Revolving Note is and will be exempt from: (i) the registration and prospectus delivery
requirements of the Securities Act; (ii) the registration and/or qualification provisions of all applicable state and provincial
securities and “blue sky” laws; and (iii) any similar registration or qualification requirements of any foreign jurisdiction
or other Governmental Authority.


 


7.7           Compliance
With Laws. The nature and transaction of each Borrower’s business and operations and the use of its properties and assets,
including, but not limited to, the Collateral or any real estate owned, leased, or occupied by each Borrower, do not and during
the term of the Loans shall not, violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of
any kind or nature, including, without limitation, the provisions of the Fair Labor Standards Act or any zoning, land use, building,
noise abatement, occupational health and safety or other laws, any Permit or any condition, grant, easement, covenant, condition
or restriction, whether recorded or not, except to the extent such violation or conflict would not result in a Material Adverse
Effect.


 




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7.8           Environmental
Laws and Hazardous Substances. Except to the extent that any of the following would not have a Material Adverse Effect (including
financial reserves, insurance policies and cure periods relating to compliance with applicable laws and Permits) and are used in
such amounts as are customary in the Ordinary Course of Business in compliance with all applicable Environmental Laws, each Borrower
represents and warrants to Lender that, to its knowledge: (i) no Borrower has generated, used, stored, treated, transported, manufactured,
handled, produced or disposed of any Hazardous Materials, on or off any of the premises of any Borrower (whether or not owned by
any Borrower) in any manner which at any time violates any Environmental Law or any Permit, certificate, approval or similar authorization
thereunder; (ii) the operations of each Borrower comply in all material respects with all Environmental Laws and all Permits certificates,
approvals and similar authorizations thereunder; (iii) there has been no investigation, Proceeding, complaint, order, directive,
claim, citation or notice by any Governmental Authority or any other Person, nor is any pending or, to any Borrower’s knowledge,
threatened; and (iv) no Borrower has any liability, contingent or otherwise, in connection with a release, spill or discharge,
threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling,
production or disposal of any Hazardous Material.


 


7.9           Collateral
Representations. Except as set forth in Schedule 7.9, no Person other than each Borrower, owns or has other rights
in the Collateral, and the Collateral is free from any Lien of any kind, other than the Lien of Lender and Permitted Liens.


 


7.10         SEC
Documents; Financial Statements. The Common Stock of the Issuing Borrower is registered pursuant to Section 12 of the Exchange
Act, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and the Company has timely
filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC or any other Governmental
Authority (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and
all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein,
being hereinafter referred to as the “SEC Documents”). Except as set forth in Schedule 7.10,
the Issuing Borrower is current with its filing obligations under the Exchange Act and all SEC Documents have been filed on a
timely basis or the Issuing Borrower has received a valid extension of such time of filing and has filed any such SEC Document
prior to the expiration of any such extension. The Issuing Borrower represents and warrants that true and complete copies of the
SEC Documents are available on the SEC’s website (www.sec.gov) at no charge to Lender, and Lender acknowledges that
it may retrieve all SEC Documents from such website and Lender’s access to such SEC Documents through such website shall
constitute delivery of the SEC Documents to Lender; provided, however, that if Lender is unable to obtain any of such SEC Documents
from such website at no charge, as result of such website not being available or any other reason beyond Lender’s control,
then upon request from Lender, the Issuing Borrower shall deliver to Lender true and complete copies of such SEC Documents. As
of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and
none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to
be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior
the date hereof, which amendments or updates are also part of the SEC Documents). As of their respective dates, the consolidated
financial statements of the Issuing Borrower and its Subsidiaries included in the SEC Documents (the “Financial Statements”)
complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with
respect thereto. All of the Financial Statements have been prepared in accordance with GAAP, consistently applied, during the
periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the
case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and
fairly present in all material respects the consolidated financial position of the Borrower and all of its Subsidiaries as of
the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments). To the knowledge of each Borrower and its officers, no other information
provided by or on behalf of any Borrower to the Lender which is not included in the SEC Documents contains any untrue statement
of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the
circumstance under which they are or were made, not misleading.


 




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7.11        Absence
of Certain Changes. Since the date the last of the SEC Documents was filed with the SEC, none of the following have occurred:


 


(a)          There
has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect; or


 


(b)          Any
transaction, event, action, development, payment, or any other matter of any nature whatsoever entered into by any Borrower other
than in the Ordinary Course of Business.


 


7.12        Litigation
and Taxes. Except as set forth in Schedule 7.12, there is no Proceeding pending, or to each Borrower’s
knowledge, threatened, against any Borrower or their respective officers, managers, members or shareholders, or against or affecting
any of their respective assets. In addition, there is no outstanding judgments, orders, writs, decrees or other similar matters
or items against or affecting any Borrower, its business or assets. No Borrower has received any material complaint from any Customer,
supplier, vendor or employee. Each Borrower has duly filed all applicable foreign and U.S. income or other tax returns and has
paid all foreign and U.S. income or other taxes when due. There is no Proceeding, controversy or objection pending or threatened
in respect of any tax returns of any Borrower.


 


7.13        Event
of Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with the
lapse of time, the giving of notice, or both, would constitute such an Event of Default under this Agreement or any of the other
Loan Documents, and no Borrower is in default (without regard to grace or cure periods) under any contract or agreement to which
it is a party or by which any of their respective assets are bound.


 




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7.14        ERISA
Obligations. To the knowledge of each Borrower, no Borrower has or has ever had any Employee Plans subject to ERISA, and no
Borrower has any obligations or liabilities arising under ERISA of a character which if unpaid or unperformed might result in the
imposition of a Lien against any of its properties or assets.


 


7.15        Adverse
Circumstances. No condition, circumstance, event, agreement, document, instrument, restriction, litigation or Proceeding (or
threatened litigation or Proceeding or basis therefor) exists which: (i) could adversely affect the validity or priority of the
Liens granted to Lender under the Loan Documents; (ii) could adversely affect the ability of any Borrower to perform its obligations
under the Loan Documents; (iii) would constitute a default under any of the Loan Documents; (iv) would constitute such a default
with the giving of notice or lapse of time or both; or (v) would constitute or give rise to a Material Adverse Effect.


 


7.16        Liabilities
and Indebtedness of the Borrower. No Borrower has any Funded Indebtedness or any liabilities or obligations of any nature whatsoever,
except: (i) as disclosed in the Financial Statements; or (ii) liabilities and obligations incurred in the Ordinary Course of Business
of each Borrower since the date of the last Financial Statements filed by the Issuing Borrower with the SEC which do not or would
not, individually or in the aggregate, exceed Ten Thousand Dollars ($10,000) or otherwise have a Material Adverse Effect.


 


7.17        Real
Estate.


 


(a)          Real
Property Ownership. Except for the Borrower Leases, Borrower does not own any Real Property.


 


(b)          Real
Property Leases. Except for ordinary leases for office space disclosed in the SEC Documents (the “Borrower Leases”),
no Borrower leases any other Real Property. With respect to each of the Borrower Leases: (i) each Borrower has been in peaceful
possession of the property leased thereunder and neither Borrower nor the landlord is in default thereunder; (ii) no waiver, indulgence
or postponement of any of the obligations thereunder has been granted by any Borrower or landlord thereunder; and (iii) there exists
no event, occurrence, condition or act known to any Borrower which, upon notice or lapse of time or both, would be or could become
a default thereunder or which could result in the termination of the Borrower Leases, or any of them, or have a Material Adverse
Effect. No Borrower has violated nor breached any provision of any such Borrower Leases, and all obligations required to be performed
by any Borrower under any of such Borrower Leases have been fully, timely and properly performed. Each Borrower has delivered to
the Lender true, correct and complete copies of all Borrower Leases, including all modifications and amendments thereto, whether
in writing or otherwise. No Borrower has received any written or oral notice to the effect that any of the Borrower Leases will
not be renewed at the termination of the term of such Borrower Leases, or that the Borrower Leases will be renewed only at higher
rents.


 




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7.18         Material
Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Lender and/or is
readily available as part of the SEC Documents, and each of the Material Contracts constitutes the entire agreement of the respective
parties thereto relating to the subject matter thereof. Except for those provided to Lender prior to the Closing Date, there are
no outstanding offers, bids, proposals or quotations made by any Borrower which, if accepted, would create a Material Contract
with such Borrower. Each of the Material Contracts is in full force and effect and is a valid and binding obligation of the parties
thereto in accordance with the terms and conditions thereof. To the knowledge of each Borrower and its officers, all obligations
required to be performed under the terms of each of the Material Contracts by any party thereto have been fully performed by all
parties thereto, and no party to any Material Contracts is in default with respect to any term or condition thereof, nor has any
event occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or would
cause the acceleration or modification of any obligation of any party thereto or the creation of any lien, claim, charge or other
encumbrance upon any of the assets or properties of any Borrower. Further, no Borrower has received any notice, nor does any Borrower
have any knowledge, of any pending or contemplated termination of any of the Material Contracts and, no such termination is proposed
or has been threatened, whether in writing or orally.


 


7.19         Title
to Assets. Each Borrower has good and marketable title to, or a valid leasehold interest in, all of its assets and properties
which are material to its business and operations as presently conducted, free and clear of all liens, claims, charges or other
encumbrances or restrictions on the transfer or use of same. Except as would not have a Material Adverse Effect, the assets and
properties of each Borrower are in good operating condition and repair, ordinary wear and tear excepted, and are free of any latent
or patent defects which might impair their usefulness, and are suitable for the purposes for which they are currently used and
for the purposes for which they are proposed to be used.


 


7.20         Intellectual
Property. Each Borrower owns or possesses adequate and legally enforceable rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now
conducted. No Borrower has any knowledge of any infringement by any Borrower of trademark, trade name rights, patents, patent rights,
copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other intellectual
property rights of others, and, to the knowledge of each Borrower, there is no claim, demand or Proceeding, or other demand of
any nature being made or brought against, or to each Borrowers’ knowledge, being threatened against, any Borrower regarding
trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,
trade secret or other intellectual property infringement; and no Borrower is aware of any facts or circumstances which might give
rise to any of the foregoing.


 


7.21         Labor
and Employment Matters. Except as set forth in Schedule 7.21, no Borrower is involved in any labor dispute or,
to the knowledge of any Borrower, is any such dispute threatened. To the knowledge of each Borrower and its officers, none of the
employees of any Borrower is a member of a union and each Borrower believes that its relations with its employees are good. To
the knowledge of each Borrower and its officers, each Borrower has complied in all material respects with all laws, rules, ordinances
and regulations relating to employment matters, civil rights and equal employment opportunities.


 




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7.22         Insurance.
Each Borrower is covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable insurers
of recognized financial responsibility, covering its properties, assets and business against losses and risks normally insured
against by other corporations or entities in the same or similar lines of businesses as the Borrowers are engaged and in coverage
amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance
Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None
of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. Each Borrower
has complied with the provisions of such Insurance Policies. No Borrower has been refused any insurance coverage sought or applied
for and no Borrower has any reason to believe that it will not be able to renew its existing Insurance Policies as and when such
Insurance Policies expire or to obtain similar coverage from similar insurers as may be necessary to continue its business at a
cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations
of any Borrower.


 


7.23         Permits.
Each Borrower possesses all Permits necessary to conduct its business, and no Borrower has received any notice of, or is otherwise
involved in, any Proceedings relating to the revocation or modification of any such Permits. All such Permits are valid and in
full force and effect and each Borrower is in full compliance with the respective requirements of all such Permits.


 


7.24         Lending
Relationship. Each Borrower acknowledges and agrees that the relationship hereby created with Lender is and has been conducted
on an open and arm’s length basis in which no fiduciary relationship exists and that no Borrower has relied, nor is relying
on, any such fiduciary relationship in executing this Agreement and in consummating the Loans. Lender represents that it will receive
the Revolving Note payable to its order as evidence of the Loans.


 


7.25         Compliance
with Regulation U. No portion of the proceeds of the Loans shall be used by any Borrower, or any Affiliates of Borrower, either
directly or indirectly, for the purpose of purchasing or carrying any margin stock, within the meaning of Regulation U as adopted
by the Board of Governors of the Federal Reserve System.


 


7.26         Governmental
Regulation. No Borrower is, nor after giving effect to any Loan, will be, subject to regulation under the Public Utility Holding
Borrower Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any foreign, federal or state statute or
regulation limiting its ability to incur indebtedness for borrowed money.


 


7.27         Bank
Accounts. Schedule 7.27 sets forth, with respect to each account of each Borrower with any bank, broker, merchant
processor, or other depository institution: (i) the name and account number of such account; (ii) the name and address of the institution
where such account is held; (iii) the name of any Person(s) holding a power of attorney with respect to such account, if any; and
(iv) the names of all authorized signatories and other Persons authorized to withdraw funds from each such account.


 


7.28         Places
of Business. The principal place of business of each Borrower is set forth on Schedule 7.28 and each Borrower
shall promptly notify Lender of any change in such location. No Borrower will remove or permit the Collateral to be removed from
such locations without the prior written consent of Lender, except for: (i) certain heavy equipment kept at third party sites when
conducting business or maintenance; (ii) vehicles, containers and rolling stock; (iii) Inventory sold or leased in the Ordinary
Course of Business; and (iv) temporary removal of Collateral to other locations for repair or maintenance as may be required from
time to time in each instance in the Ordinary Course of Business of each Borrower.


 




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7.29         Illegal
Payments. No Borrower, nor any director, officer, member, manager, agent, employee or other Person acting on behalf of any
Borrower has, in the course of his actions for, or on behalf of, any Borrower: (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar foreign law or regulation; or (iv) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


7.30         Related
Party Transactions. Except for: (i) transactions disclosed in the Financial Statements, which transactions are upon terms no
less favorable than the applicable Borrower could obtain from third parties; and (ii) arm’s length transactions pursuant
to which any Borrower makes payments in the Ordinary Course of Business upon terms no less favorable than such Borrower could obtain
from third parties, none of the officers, directors, managers, or employees of any Borrower, nor any stockholders, members or partners
who own, legally or beneficially, five percent (5%) or more of the ownership interests of any Borrower (each a “Material
Shareholder”), is presently a party to any transaction with any Borrower (other than for services as employees, officers
and directors), including any contract providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from, any officer, director or such employee or Material Shareholder
or, to the best knowledge of each Borrower, any other Person in which any officer, director, or any such employee or Material Shareholder
has a substantial or material interest in or of which any officer, director or employee of any Borrower or Material Shareholder
is an officer, director, trustee or partner. There are no claims, demands, disputes or Proceedings of any nature or kind between
any Borrower and any officer, director or employee of any Borrower or any Material Shareholder, or between any of them, relating
to any Borrower.


 


7.31         Internal
Accounting Controls. Each Borrower maintains a system of internal accounting controls sufficient to provide reasonable assurance
that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.


 


7.32         Brokerage
Fees. Except for Meyers Associates, LP, there is no Person acting on behalf of any Borrower who is entitled to or has any claim
for any brokerage or finder’s fee or commission in connection with the execution of this Agreement or the consummation of
the transactions contemplated hereby. Meyers Associates, LP, a FINRA registered securities brokerage firm, shall be paid a finder’s
fee by the Borrowers, at Closing, in accordance with a separate agreement between the Borrowers and Meyers Associates, LP.


 




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7.33         No
General Solicitation. No Borrower, nor any of their respective Affiliates, nor any Person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act)
in connection with the offer or issuance of the Revolving Note, the Advisory Fee Shares or any shares issuable upon conversion
of the Revolving Note.


 


7.34         No
Integrated Offering. No Borrower, nor any of their respective Affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the Revolving Note, the Advisory Fee Shares or any securities issuable upon conversion of the
Revolving Note under the Securities Act or any other law of any applicable Governmental Authority, or cause this offering of such
securities to be integrated with prior offerings by any Borrower for purposes of the Securities Act or any other law of any applicable
Governmental Authority.


 


7.35         Private
Placement. Assuming the accuracy of the Lender’s representations and warranties set forth in Section 8 below,
no registration under the Securities Act or the laws, rules or regulations of any other Governmental Authority is required for
the issuance of the Revolving Note, the Advisory Fee Shares, the Advisory Fee Conversion Shares, or any shares issuable upon conversion
of the Revolving Note as contemplated hereby.


 


7.36         Complete
Information. This Agreement and all financial statements, schedules, certificates, confirmations, agreements, contracts, and
other materials submitted to Lender in connection with or in furtherance of this Agreement by or on behalf of any Borrower fully
and fairly states the matters with which they purport to deal, and do not misstate any material fact nor, separately or in the
aggregate, fail to state any material fact necessary to make the statements made not misleading.


 


8.     
     REPRESENTATIONS AND WARRANTIES OF LENDER.


 


Lender
makes the following representations and warranties to the Borrowers, each of which shall be true and correct in all material respects
as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder, except to the extent
such representation expressly relates to an earlier date, and which shall survive the execution and delivery of this Agreement:


 


8.1           Investment
Purpose. Lender is acquiring the Revolving Note, the Advisory Fee Shares or the shares issuable upon conversion of the Revolving
Note, for its own account, for investment only and not with a view towards, or for resale in connection with, the public sale or
distribution thereof, except pursuant to sales registered or exempted under the Securities Act.


 


8.2           Accredited
Investor Status. Lender is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated
under the Securities Act.


 




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8.3           Reliance
on Exemptions. Lender understands that the Revolving Note, the Advisory Fee Shares or the shares issuable upon conversion of
the Revolving Note, are each being offered and sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws, and that Borrowers are relying in part upon the truth and accuracy of, and
Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Lender set forth
herein in order to determine the availability of such exemptions and the eligibility of Lender to acquire such securities.


 


8.4           Information.
Lender has been furnished with all materials it has requested relating to the business, finances and operations of Borrowers and
information deemed material by Lender to making an informed investment decision regarding the Revolving Note and Advisory Fee Shares.
Lender has been afforded the opportunity to ask questions of Borrowers and their management. Neither such inquiries nor any other
due diligence investigations conducted by Lender or its representatives shall modify, amend or affect Lender’s right to rely
on Borrowers’ representations and warranties contained in Article 7 above or in any other Loan Documents. Lender understands
that its investment in the Revolving Note and Advisory Fee Shares involves a high degree of risk. Lender is in a position regarding
Borrowers, which, based upon economic bargaining power, enabled and enables Lender to obtain information from Borrowers in order
to evaluate the merits and risks of this investment. Lender has sought such accounting, legal and tax advice, as it has considered
necessary to make an informed investment decision with respect to the Revolving Note and Advisory Fee Shares.


 


8.5           No
Governmental Review. Lender understands that no United States federal or state agency or any other Governmental Authority has
passed on or made any recommendation or endorsement of the Revolving Note, the Advisory Fee Shares, or the fairness or suitability
of the investment in the Revolving Note and Advisory Fee Shares, nor have such authorities passed upon or endorsed the merits of
the offering of the Revolving Note and Advisory Fee Shares.


 


8.6           Transfer
or Resale. Lender understands that: (i) the Revolving Note, the Advisory Fee Shares and any shares issuable upon conversion
of the Revolving Note, have not been and are not being registered under the Securities Act or any other state securities laws,
and may not be offered for sale, sold, assigned or transferred unless: (A) subsequently registered thereunder; or (B) Lender shall
have delivered to Issuing Borrower an opinion of counsel, in a generally acceptable form, to the effect that such securities to
be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements;
and (ii) neither Borrower nor any other Person is under any obligation to register such securities under the Securities Act or
any state securities laws or to comply with the terms and conditions of any exemption thereunder, except as otherwise set forth
in this Agreement.


 


8.7           Intentionally
Left Blank.


 


8.8           Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Lender and is a valid
and binding agreement of Lender enforceable in accordance with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 




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8.9          Intentionally
Left Blank.


 


8.10        Due
Formation of Lender. Lender is an entity that has been formed and validly exists and has not been organized for the specific
purpose of purchasing the Revolving Note and is not prohibited from doing so.


 


8.11        No
Legal Advice from Borrower. Lender acknowledges that it had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with its own legal counsel and investment and tax advisors. Lender is relying solely on such counsel and advisors
and not on any statements or representations of Borrowers or any of their representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction;
provided, however, the foregoing shall not modify, amend or affect Lender’s right to rely on Borrowers’ representations
and warranties contained in Article 7 above or in any other Loan Documents.


 


9.      
    NEGATIVE COVENANTS.


 


9.1          Indebtedness.
No Borrower shall, either directly or indirectly, create, assume, incur or have outstanding any Funded Indebtedness (including
purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation
of any other Person, except:


 


(a)          the
Obligations;


 


(b)          endorsement
for collection or deposit of any commercial paper secured in the Ordinary Course of Business;


 


(c)          obligations
for taxes, assessments, municipal or other governmental charges; provided, the same are being contested in good faith by
appropriate proceedings and are insured against or bonded over to the satisfaction of Lender;


 


(d)          obligations
for accounts payable, other than for money borrowed, incurred in the Ordinary Course of Business; provided that, any management
or similar fees (other than salaries and wages owing to employees in the Ordinary Course of Business of Borrowers) payable by any
Borrower shall be fully subordinated in right of payment to the prior payment in full of the Loans made hereunder;


 


(e)          obligations
existing on the date hereof which are disclosed on the Financial Statements;


 


(f)    
      unsecured intercompany Funded Indebtedness incurred in the Ordinary Course of
Business;


 




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(g)          Funded
Indebtedness existing on the Closing Date and set forth in the Financial Statements, including any extensions or refinancings of
the foregoing, which do not increase the principal amount of such Funded Indebtedness as of the date of such extension or refinancing;
provided such Funded Indebtedness is subordinated to the Obligations owed to Lender pursuant to a subordination agreement, in form
and content acceptable to Lender in its sole discretion, which shall include an indefinite standstill on remedies and payment blockage
rights during any default;


 


(h)          Funded
Indebtedness consisting of Capital Lease obligations or secured by Permitted Liens of the type described in clause (g) of the definition
thereof not to exceed $250,000 in the aggregate at any time;


 


(i)   
       Contingent Liabilities arising with respect to customary indemnification
obligations in favor of purchasers in connection with dispositions permitted hereunder;


 


(j)      
    Contingent Liabilities incurred in the Ordinary Course of Business with respect to surety and
appeal bonds, performance bonds and other similar obligations; and


 


(k)     
    Contingent Liabilities arising under indemnity agreements to title insurers to cause
such title insurers to issue to Lender title insurance policies.


 


9.2          Encumbrances.
No Borrower shall, either directly or indirectly, create, assume, incur or suffer or permit to exist any Lien or charge of any
kind or character upon any asset of any Borrower or their Subsidiaries; whether owned at the date hereof or hereafter acquired,
except Permitted Liens or as otherwise authorized by Lender in writing.


 


9.3          Investments.
No Borrower shall, either directly or indirectly, make or have outstanding any new investments (whether through purchase of stocks,
obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of the assets,
business, stock or other evidence of beneficial ownership of any other Person except following:


 


(a)          The
stock or other ownership interests in a Subsidiary existing as of the Closing Date or as otherwise set forth in Schedule
7.1;


 


(b)          investments
in direct obligations of the United States or any state in the United States;


 


(c)          trade
credit extended by any Borrower in the Ordinary Course of Business;


 


(d)          investments
in securities of Customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of such Customers;


 


(e)          investments
existing on the Closing Date and set forth in the Financial Statements;


 


(f)   
       Contingent Liabilities permitted pursuant to Section 9.1; or


 


(g)          Capital
Expenditures permitted under Section 9.5.


 




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9.4          Transfer;
Merger. No Borrower shall, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license,
lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets,
or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or
Accounts; provided, however, that any Borrower may:


 


(a)          sell
or lease Inventory and Equipment in the Ordinary Course of Business;


 


(b)          upon
not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so
long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower;


 


(c)          dispose
of used, worn-out or surplus equipment in the Ordinary Course of Business;


 


(d)          discount
or write-off overdue Accounts for collection in the Ordinary Course of Business;


 


(e)          sell
or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the
Ordinary Course of Business; and


 


(f)     
     grant Permitted Liens.


 


9.5          Capital
Expenditures. Without Lender’s prior consent, no Borrower shall make or incur obligations for any Capital Expenditures
in any fiscal year.


 


9.6          Issuance
of Stock. No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, either directly or indirectly, issue
or distribute any additional capital stock or other securities of any such Borrower or their Subsidiaries, except: (i) in arm’s
length transactions to third parties at fair market value and subject to first obtaining the prior written consent of Lender; and
(ii) pursuant to the exercise of options outstanding as of the Closing Date and disclosed in Schedule 7.4.


 


9.7          Distributions;
Restricted Payments; Change in Management. No Borrower shall: (i) purchase or redeem any shares of its stock or declare or
pay any dividends or distributions, whether in cash or otherwise, set aside any funds for any such purpose or make any distribution
to its shareholders, make any distribution of its property or assets or make any loans, advances or extensions of credit to, or
investments in, any Persons, including, without limitation, such Borrower’s Affiliates, officers, partners or employees,
without the prior written consent of Lender; (ii) make any payments of any Funded Indebtedness other than as permitted hereunder;
(iii) increase the annual salary paid to any officers of any Borrower as of the Closing Date, unless any such increase is part
of a written employment contract with any such officers entered into prior to the Closing Date, a copy of which has been delivered
to and approved by the Lender; or (iv) add, replace, remove, or otherwise change any officers or other senior management positions
of any Borrower from the officers and other senior management positions existing as of the Closing Date, unless approved by Lender
in writing.


 




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9.8           Use
of Proceeds. No Borrower, nor any of their Subsidiaries or Affiliates, shall use any portion of the proceeds of the Loans,
either directly or indirectly, for the purpose of purchasing any securities underwritten by any Affiliate of Lender. In addition,
no Borrower, nor any of their Subsidiaries or Affiliates, shall use any portion of the proceeds of the Loans, either directly or
indirectly, for any of the following purposes: (i) to make any payment towards any Funded Indebtedness of any Borrower or any Subsidiaries
or Affiliates thereof; (ii) to pay any taxes of any nature or kind that may be due by any Borrower or any Subsidiaries or Affiliates
thereof; (iii) to pay any obligations or liabilities of any nature or kind due or owing to any officers, directors, employees,
or Material Shareholders of any Borrower or any Subsidiaries or Affiliates thereof. Borrowers shall only use the proceeds of the
Loans (or any portion thereof) for the purposes set forth in a “Use of Proceeds Confirmation” to be executed
by Borrowers on the Closing Date, unless Borrowers obtain the prior written consent of Lender to use proceeds of Loans for any
other purpose, which consent may be granted or withheld by Lender in its sole and absolute discretion.


 


9.9           Business
Activities; Change of Legal Status and Organizational Documents. No Borrower shall: (i) engage in any line of business other
than the businesses engaged in on the date hereof and business reasonably related thereto; (ii) change its name, its type of organization,
its jurisdictions of organization or other legal structure, except that E.M. Tool Company, Inc. shall have the right, upon prior
written notice to Lender, to consummate a re-incorporation merger pursuant to which all assets and liabilities of E.M. Tool Company,
Inc. are merged into a newly formed Nevada corporation (“New Corp.”), but only so long as: (A) the ownership,
assets, liabilities, and obligations of New Corp. are, upon the effectiveness of such merger, the exact same as the ownership,
assets, liabilities, and obligations of E.M. Tool Company, Inc. prior to such merger; (B) if requested by the Lender, New Corp.
shall execute and deliver to Lender any documents or instruments required or requested by Lender pursuant to which New Corp. assumes
all of the Obligations; and (C) Lender’s Lien under this Agreement and all other Loan Documents is not adversely affected
in any manner, either in respect of the property encumbered thereby, perfection of such Lien, or otherwise; or (iii) permit its
Articles of Incorporation, Bylaws, or other organizational documents to be amended or modified in any way which could reasonably
be expected to have a Material Adverse Effect.


 


9.10         Transactions
with Affiliates. No Borrower shall enter into any transaction with any of its Affiliates, except in the Ordinary Course of
Business and upon fair and reasonable terms that are no less favorable to such Borrower than it would obtain in a comparable arm’s
length transaction with a Person not an Affiliate of such Borrower.


 


9.11         Bank
Accounts. No Borrower shall maintain any bank, deposit, credit card payment processing accounts, or other accounts with any
financial institution, or any other Person, for any Borrower or any Subsidiary or Affiliate of any Borrower, other than Borrowers’
respective accounts listed in the attached Schedule 7.27, and other than the Lock Box Account established pursuant
to this Agreement. Specifically, no Borrower may change, modify, close or otherwise affect the Lock Box Account, or any of the
other accounts listed in Schedule 7.27, without Lender’s prior written approval, which approval may be withheld
or conditioned in Lender’s sole and absolute discretion.


 




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10.         AFFIRMATIVE
COVENANTS.


 


10.1         Compliance
with Regulatory Requirements. Upon demand by Lender, Borrowers shall reimburse Lender for Lender’s additional costs and/or
reductions in the amount of principal or interest received or receivable by Lender if at any time after the date of this Agreement
any law, treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof by any Governmental
Authority charged with the administration thereof or any other authority having jurisdiction over Lender or the Loans, whether
or not having the force of law, shall impose, modify or deem applicable any reserve and/or special deposit requirement against
or in respect of assets held by or deposits in or for the account of the Loans by Lender or impose on Lender any other condition
with respect to this Agreement or the Loans, the result of which is to either increase the cost to Lender of making or maintaining
the Loans or to reduce the amount of principal or interest received or receivable by Lender with respect to such Loans. Said additional
costs and/or reductions will be those which directly result from the imposition of such requirement or condition on the making
or maintaining of such Loans.


 


10.2         Corporate
Existence. Each Borrower shall at all times preserve and maintain its: (i) existence and good standing in the jurisdiction
of its organization; and (ii) its qualification to do business and good standing in each jurisdiction where the nature of its business
makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could
not reasonably be expected to have a Material Adverse Effect), and shall at all times continue as a going concern in the business
which such Borrower is presently conducting.


 


10.3         Maintain
Property. Each Borrower shall at all times maintain, preserve and keep its plants, properties and equipment, including, but
not limited to, any Collateral, in good repair, working order and condition, normal wear and tear excepted, and shall from time
to time, as each Borrower deems appropriate in its reasonable judgment, make all needful and proper repairs, renewals, replacements,
and additions thereto so that at all times the efficiency thereof shall be fully preserved and maintained. Each Borrower shall
permit Lender to examine and inspect such plant, properties and equipment, including, but not limited to, any Collateral, at all
reasonable times upon reasonable notice during business hours. During the continuance of any Event of Default, Lender shall, at
Borrowers’ expense, have the right to make additional inspections without providing advance notice.


 


10.4         Maintain
Insurance. Each Borrower shall at all times insure and keep insured with insurance companies acceptable to Lender, all insurable
property owned by each Borrower which is of a character usually insured by companies similarly situated and operating like properties,
against loss or damage from environmental, fire and such other hazards or risks as are customarily insured against by companies
similarly situated and operating like properties; and shall similarly insure employers’, public and professional liability
risks. Prior to the date of the funding of any Loans under this Agreement, each Borrower shall deliver to Lender a certificate
setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section. All such policies of
insurance must be satisfactory to Lender in relation to the amount and term of the Obligations and type and value of the Collateral
and assets of each Borrower, shall identify Lender as sole/lender’s loss payee and as an additional insured. In the event
any Borrower fail to provide Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall
fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating
thereto, then Lender, without waiving or releasing any obligation or default by any Borrower hereunder, may at any time (but shall
be under no obligation to so act), obtain and maintain such policies of insurance and pay such premium and take any other action
with respect thereto, which Lender deems advisable. This insurance coverage: (i) may, but need not, protect any Borrower’s
interest in such property, including, but not limited to, the Collateral; and (ii) may not pay any claim made by, or against, any
Borrower in connection with such property, including, but not limited to, the Collateral. Any Borrower may later cancel any such
insurance purchased by Lender, but only after providing Lender with evidence that the insurance coverage required by this Section
is in force. The costs of such insurance obtained by Lender, through and including the effective date such insurance coverage is
canceled or expires, shall be payable on demand by Borrowers to Lender, together with interest at the Default Rate on such amounts
until repaid and any other charges by Lender in connection with the placement of such insurance. The costs of such insurance, which
may be greater than the cost of insurance which any Borrower may be able to obtain on its own, together with interest thereon at
the Default Rate and any other charges by Lender in connection with the placement of such insurance may be added to the total Obligations
due and owing to the extent not paid by any applicable Borrower.


 




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10.5        Tax
Liabilities.


 


(a)          Each
Borrower shall at all times pay and discharge all property, income and other taxes, assessments and governmental charges upon,
and all claims (including claims for labor, materials and supplies) against such Borrower or any of its properties, Equipment or
Inventory, before the same shall become delinquent and before penalties accrue thereon, unless and to the extent that the same
are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP are being
maintained.


 


(b)          Each
Borrower shall be solely responsible for the payment of any and all documentary stamps and other taxes imposed by the State of
Florida in connection with the execution of this Agreement, the Security Agreement and the Revolving Note.


 


10.6        ERISA
Liabilities; Employee Plans. Each Borrower shall: (i) keep in full force and effect any and all Employee Plans which are presently
in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless
such withdrawal can be effected or such Employee Plans can be terminated without liability to such Borrower; (ii) make contributions
to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the
minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv)
notify Lender immediately upon receipt by such Borrower of any notice concerning the imposition of any withdrawal liability or
of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the appointment
of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable Event”
or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi)
amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986
to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in
a manner that does not cause the Employee Plan to lose its qualified status.


 




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10.7        Financial
Statements. Each Borrower shall at all times maintain a system of accounting capable of producing its individual and consolidated
financial statements in compliance with GAAP (provided that monthly financial statements shall not be required to have footnote
disclosure, are subject to normal year end adjustments and need not be consolidated), and shall furnish to Lender or its authorized
representatives such information regarding the business affairs, operations and financial condition of such Borrower as Lender
may from time to time request or require, including, but not limited to:


 


(a)          If
the Revolving Loan Maturity Date is extended beyond the original term, as soon as available, and in any event, within ninety (90)
days after the close of each fiscal year, a copy of the annual audited financial statements of each Borrower, including balance
sheet, statement of income and retained earnings, statement of cash flows for the fiscal year then ended, in reasonable detail,
prepared and reviewed by an independent certified public accountant reasonably acceptable to Lender, containing an unqualified
opinion of such accountant;


 


(b)          as
soon as available, and in any event, within sixty (60) days after the close of each fiscal quarter, a copy of the quarterly financial
statements of each Borrower, including balance sheet, statement of income and retained earnings, statement of cash flows for the
fiscal year then ended, in reasonable detail, prepared and certified as accurate in all material respects by Anthony Anish and
Jitu Banker;


 


(c)          as
soon as available, and in any event, within thirty (30) days following the end of each calendar month, a copy of the financial
statements of each Borrower regarding such month, including balance sheet, statement of income and retained earnings, statement
of cash flows for the month then ended, in reasonable detail, prepared and certified as accurate in all material respects by Anthony
Anish and Jitu Banker.


 


No change with respect
to such accounting principles shall be made by any Borrower without giving prior notification to Lender. Each Borrower represents
and warrants to Lender that the financial statements delivered to Lender at or prior to the execution and delivery of this Agreement
and to be delivered at all times thereafter accurately reflect and will accurately reflect the financial condition of each Borrower
in all material respects. Lender shall have the right at all times (and on reasonable notice so long as there then does not exist
any Event of Default) during business hours to inspect the books and records of each Borrower and make extracts therefrom. Each
Borrower shall at all times comply with all reporting requirements of the SEC to the extent applicable.


 


Each Borrower agrees
to advise Lender immediately, in writing, of the occurrence of any Material Adverse Effect, or the occurrence of any event, circumstance
or other happening that could be reasonably expected to lead to or become a Material Adverse Effect.


 


10.8        Additional
Reporting Requirements. Each Borrower shall provide the following reports and statements to Lender as follows:


 


(a)          On
the Closing Date, Borrowers shall provide to Lender an income statement projection showing, in reasonable detail, the Borrowers’
income statement projections for the twelve (12) calendar months following the Closing Date (the “Income Projections”).
In addition, on the first (1st) day of every calendar month after the Closing Date, the Borrowers shall provide to Lender
a report comparing the Income Projections to actual results. Any variance in the Income Projections to actual results that is more
than ten percent (10%) (either above or below) will require the Borrowers to submit to Lender written explanations as to the nature
and circumstances for the variance.


 




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(b)          On
the first (1st) day of every calendar month after the Closing Date, the Borrowers shall provide to Lender a report comparing
the use of the proceeds of the Revolving Loans set forth in the Use of Proceeds Confirmation, with the actual use of such proceeds.
Any variance in the actual use of such proceeds from the amounts set forth in the approved Use of proceeds Confirmation will require
the Borrowers to submit to Lender written explanations as to the nature and circumstances for the variance.


 


(c)          Borrowers
shall submit to Lender true and correct copies of all bank statements received by any Borrower within five (5) days after such
Borrower’s receipt thereof from its bank.


 


(d)          Promptly
upon receipt thereof, Borrowers shall provide to Lender copies of interim and supplemental reports, if any, submitted to any Borrower
by independent accountants in connection with any interim audit or review of the books of any Borrower.


 


10.9        Aged
Accounts/Payables Schedules. If Borrowers require draws from the facility contemplated hereby at least once a week, then each
Borrower shall, on the first (1st) and fifteenth (15th) day of each and every calendar month, deliver to
Lender an aged schedule of the Accounts of each Borrower, listing the name and amount due from each Customer and showing the aggregate
amounts due from: (i) 0-30 days; (ii) 31-60 days; (iii) 61-90 days; (iv) 91-120 days; and (v) more than 120 days, and certified
as accurate by the Chief Financial Officer or the President of each Borrower. If, however, Borrowers require draws from the facility
contemplated hereby less than once a week, then the aged schedule of Accounts required by the immediately preceding sentence shall
be required to be delivered within five (5) days after the end of each consecutive calendar month during the term hereof. Each
Borrower shall, within five (5) days after the end of each calendar month, deliver to Lender an aged schedule of the accounts payable
of each Borrower, listing the name and amount due to each creditor and showing the aggregate amounts due from: (v) 0-30 days; (w)
31-60 days; (x) 61-90 days; (y) 91-120 days; and (z) more than 120 days, and certified as accurate by the Chief Financial Officer
or the President of each Borrower.


 


10.10      Failure
to Provide Reports. If at any time during the term of this Agreement, Borrowers shall fail to timely provide any reports required
to be provided by Borrowers to Lender under this Agreement or any other Loan Document, in addition to all other rights and remedies
that Lender may have under this Agreement and the other Loan Documents, Lender shall have the right to require, at each instance
of any such failure, upon written notice to Borrowers, that the Borrowers redeem Advisory Fee Shares, for Dollars, in an amount
equal to 8.33% of the Advisory Fee, which cash redemption payment shall be due and payable by wire transfer to an account designated
by Lender within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrowers.


 




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10.11      Covenant
Compliance. Borrowers shall, within thirty (30) days after the end of each calendar month, deliver to Lender a Compliance Certificate
showing compliance by Borrowers with the covenants therein, and certified as accurate by the President or Chief Financial Officer
of Borrowers.


 


10.12      Continued
Due Diligence/Field Audits. Borrowers acknowledge that during the term of this Agreement, Lender and its agents and representatives
undertake ongoing and continuing due diligence reviews of Borrowers and their business and operations. Such ongoing due diligence
reviews may include, and each Borrower does hereby allow Lender, to conduct site visits and field examinations of the office locations
of each Borrower and the assets and records of each Borrower, the results of which must be satisfactory to Lender in Lender’s
sole and absolute discretion. In this regard, in order to cover Lender’s expenses of the ongoing due diligence reviews and
any site visits or field examinations which Lender may undertake from time to time while this Agreement is in effect, the Borrowers
shall pay to Lender, within five (5) Business Days after receipt of an invoice or demand therefor from Lender, a fee of up to $8,000
per year (based on four (4) expected filed audits and ongoing due diligence of $2,000 per audit) to cover such ongoing expenses.
Failure to pay such fee as and when required shall be deemed an Event of Default under this Agreement and all other Loan Documents.
The foregoing notwithstanding, from and after the occurrence of an Event of Default or any event which with notice, lapse of time
or both, would become an Event of Default, Lender may conduct site visits, field examinations and other ongoing reviews of each
Borrower’s records, assets and operations at any time, in its sole discretion, without any limitations in terms of number
of site visits or examinations and without being limited to the fee hereby contemplated, all at the sole expense of Borrowers.


 


10.13      Notice
and Other Reports. Borrowers shall provide prompt written notice to Lender if at any time any Borrower fails to comply with
any of the covenants in Section 11 herein. In addition, Borrowers shall, within such period of time as Lender may reasonably
specify, deliver to Lender such other schedules and reports as Lender may reasonably require.


 


10.14      Collateral
Records. Each Borrower shall keep full and accurate books and records relating to the Collateral and shall mark such books
and records to indicate Lender’s Lien in the Collateral including, without limitation, placing a legend, in form and content
reasonably acceptable to Lender, on all Chattel Paper created by Borrowers indicating that Lender has a Lien in such Chattel Paper.


 


10.15      Notice
of Proceedings. Each Borrower shall, promptly, but not more than five (5) days after knowledge thereof shall have come to the
attention of any officer of such Borrower, give written notice to Lender of all threatened or pending actions, suits, and Proceedings
before any court or governmental department, commission, board or other administrative agency, or before or involving any other
Person, which may have a Material Adverse Effect.


 


10.16      Notice
of Default. Each Borrower shall, promptly, but not more than five (5) days after the commencement thereof, give notice to Lender
in writing of the occurrence of an Event of Default or of any event which, with the lapse of time, the giving of notice or both,
would constitute an Event of Default hereunder.


 




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10.17      Environmental
Matters. If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred
on any real property or any other assets of any Borrower or any Subsidiary or Affiliate of any Borrower, such Borrower shall cause
the prompt containment and/or removal of such Hazardous Substances and the remediation and/or operation of such real property or
other assets as necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets.
Without limiting the generality of the foregoing, each Borrower shall comply with any Federal or state judicial or administrative
order requiring the performance at any real property of any Borrower of activities in response to the release or threatened release
of a Hazardous Substance. To the extent that the transportation of Hazardous Substances is permitted by this Agreement, Borrowers
shall dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in compliance
with Environmental Laws.


 


10.18      Reporting
Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any
of the Advisory Fee Shares, Advisory Fee Conversion Shares, or other shares of Common Stock, or has the right to receive any additional
shares of Common Stock, the Issuing Borrower shall: (i) file in a timely manner all reports required to be filed under
the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of
the United States, or by the rules and regulations of any Governmental Authority or the Principal Trading Market, and, to provide
a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports
under the Exchange Act, even if the Exchange Act and the rules and regulations thereunder would otherwise permit such termination;
(iii) if required by the rules and regulations of the Principal Trading Market or any other Governmental Authority, promptly secure
the listing of the Advisory Fee Conversion Shares and any other shares of the Issuing Borrower’s Common Stock issued to Lender
under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take
all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal
Trading Market, and the Issuing Borrower shall comply in all respects with the Issuing Borrower’s reporting, filing
and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc.
and such other Governmental Authorities, as applicable. The Issuing Borrower shall promptly provide to Lender copies of any notices
it receives from the SEC, any Principal Trading Market, or any other Governmental Authority, to the extent any such notices could
in any way have or be reasonably expected to have a Material Adverse Effect.


 


10.19      Rule
144. With a view to making available to Lender the benefits of Rule 144 under the Securities Act (“Rule 144”),
or any similar rule or regulation of the SEC that may at any time permit Lender to sell the Advisory Fee Conversion Shares or other
shares of Common Stock issued to Lender under any Loan Documents to the public without registration, the Issuing Borrower represents
and warrants that: (i) the Issuing Borrower is, and has been for a period of at least ninety (90) days immediately preceding the
date hereof, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (ii) the Issuing Borrower has filed
all required reports under Section 13 or 15(d) of the Exchange Act during the twelve (12) months preceding the Closing Date (or
for such shorter period that the Issuing Borrower was required to file such reports); and (iii) the Issuing Borrower is not an
issuer defined as a “Shell Company” (as hereinafter defined). For the purposes hereof, the term “Shell
Company” shall mean an issuer that meets that description defined under Rule 144. In addition, so long as Lender
owns, legally or beneficially, any securities of the Issuing Borrower, the Issuing Borrower shall, at its sole expense:


 




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(a)          Make,
keep and ensure that adequate current public information with respect to the Issuing Borrower, as required in accordance with Rule
144, is publicly available;


 


(b)          furnish
to the Lender, promptly upon reasonable request: (A) a written statement by the Issuing Borrower that it has complied with the
reporting requirements of Rule 144, the Securities Act, and the Exchange Act; and (b) such other information as may be reasonably
requested by Lender to permit the Lender to sell any of the Advisory Fee Shares or other shares of Common Stock acquired hereunder
or under the Revolving Note pursuant to Rule 144, without limitation or restriction; and


 


(c)          promptly
at the request of Lender, give the Issuing Borrower’s Transfer Agent instructions to the effect that, upon the Transfer Agent’s
receipt from Lender of a certificate (a “Rule 144 Certificate”) certifying
that Lender’s holding period (as determined in accordance with the provisions of Rule 144) for any portion of the Advisory
Fee Conversion Shares or shares of Common Stock issued upon conversion of the Revolving Note which Lender proposes to sell (or
any portion of such shares which Lender is not presently selling, but for which Lender desires to remove any restrictive legends
applicable thereto) (the “Securities Being Sold”) is not less than six (6) months, and receipt by the
Transfer Agent of the “Rule 144 Opinion” (as hereinafter defined) from the Issuing Borrower or its counsel (or from
Lender and its counsel as permitted below), the Transfer Agent is to effect the transfer (or issuance of a new certificate without
restrictive legends, if applicable) of the Securities Being Sold and issue to Lender or transferee(s) thereof one or more stock
certificates representing the transferred (or re-issued) Securities Being Sold without any restrictive legend and without recording
any restrictions on the transferability of such shares on the Transfer Agent’s books and records. In this regard, upon Lender’s
request, the Issuing Borrower shall have an affirmative obligation to cause its counsel to promptly issue to the Transfer Agent
a legal opinion providing that, based on the Rule 144 Certificate, the Securities Being Sold may be sold pursuant to the provisions
of Rule 144, even in the absence of an effective registration statement, or re-issued without any restrictive legends pursuant
to the provisions of Rule 144, even in the absence of an effective registration statement (the “Rule 144 Opinion”).
If the Transfer Agent requires any additional documentation in connection with any proposed transfer (or re-issuance) by Lender
of any Securities Being Sold, the Issuing Borrower shall promptly deliver or cause to be delivered to the Transfer Agent or to
any other Person, all such additional documentation as may be necessary to effectuate the transfer (or re-issuance) of the Securities
Being Sold and the issuance of an unlegended certificate to any such Lender or any transferee thereof, all at the Issuing Borrower’s
expense. Any and all fees, charges or expenses, including, without limitation, attorneys’ fees and costs, incurred
by Lender in connection with issuance of any such shares, or the removal of any restrictive legends thereon, or the transfer of
any such shares to any assignee of Lender, shall be paid by the Issuing Borrower, and if not paid by the Issuing Borrower, the
Lender may, but shall not be required to, pay any such fees, charges or expenses, and the amount thereof, together with interest
thereon at the highest non-usurious rate permitted by law, from the date of outlay, until paid in full, shall be due and payable
by the Issuing Borrower to Lender immediately upon demand therefor, and all such amounts advanced by the Lender shall be additional
Obligations due under this Agreement and the Revolving Note and secured under the Loan Documents. In the event that the Issuing
Borrower and/or its counsel refuses or fails for any reason to render the Rule 144 Opinion or any other documents, certificates
or instructions required to effectuate the transfer (or re-issuance) of the Securities Being Sold and
the issuance of an unlegended certificate to any such Lender or any transferee thereof, then: (A) to the extent the Securities
Being Sold could be lawfully transferred (or re-issued) without restrictions under applicable laws, Issuing Borrower’s failure
to promptly provide the Rule 144 Opinion or any other documents, certificates or instructions required to
effectuate the transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such
Lender or any transferee thereof shall be an immediate Event of Default under this Agreement and all other Loan Documents;
and (B) the Issuing Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized to have
counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes of effectuating
the transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such Lender or
any transferee thereof, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without
any further confirmation or instructions from the Issuing Borrower, transfer or re-issue any such Securities Being Sold as instructed
by Lender and its counsel.


 




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10.20      Reservation
of Shares. The Issuing Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for
the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Revolving
Note in accordance with its terms (the “Share Reserve”). If at any time the Share Reserve is insufficient
to effect the full conversion of the Revolving Note then outstanding, the Issuing Borrower shall increase the Share Reserve accordingly.
If the Issuing Borrower does not have sufficient authorized and unissued shares of Common Stock available to increase the Share
Reserve, the Issuing Borrower shall call and hold a special meeting of the shareholders within forty-five (45) days of such occurrence,
or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for
the sole purpose of increasing the number of shares authorized. Issuing Borrower’s management shall recommend to the shareholders
to vote in favor of increasing the number of shares of Common Stock authorized.


 


11.       
 FINANCIAL COVENANTS.


 


11.1        Positive
EBITDA. Borrowers, collectively, shall at all times cause a positive EBITDA to be maintained.


 


11.2        Revenue
Covenant. For each calendar quarter while this Agreement remains in effect, Borrowers, collectively, shall have sales revenues
that are not less than seventy-five percent (75%) of the sales revenues shown for the corresponding calendar quarter on the most
recent of the Financial Statements.


 


12.         EVENTS
OF DEFAULT.


 


Borrowers, without
notice or demand of any kind, shall be in default under this Agreement upon the occurrence of any of the following events (each
an “Event of Default”):


 




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12.1         Nonpayment
of Obligations. Any amount due and owing on the Revolving Note or any of the Obligations, whether by its terms or as otherwise
provided herein, is not paid on the date such amount is due.


 


12.2         Misrepresentation.
Any written warranty, representation, certificate or statement of any Borrower in this Agreement, the Loan Documents or any other
agreement with Lender shall be false or misleading in any material respect when made or deemed made.


 


12.3         Nonperformance.
Any failure to perform or default in the performance of any covenant, condition or agreement contained in this Agreement (not otherwise
addressed in this Article 12), which failure to perform or default in performance continues for a period of fifteen (15)
days after Borrowers receive notice or knowledge from any source of such failure to perform or default in performance (provided
that if the failure to perform or default in performance is not capable of being cured, in Lender’s sole discretion, then
the cure period set forth herein shall not be applicable and the failure or default shall be an immediate Event of Default hereunder).


 


12.4         Default
under Loan Documents. Any failure to perform or default in the performance by any Borrower that continues after applicable
grace and cure periods under any covenant, condition or agreement contained in any of the other Loan Documents or any other agreement
with Lender, all of which covenants, conditions and agreements are hereby incorporated in this Agreement by express reference.


 


12.5         Default
under Other Obligations. Any default by any Borrower in the payment of principal, interest or any other sum for any other obligation
beyond any period of grace provided with respect thereto or in the performance of any, other term, condition or covenant contained
in any agreement (including, but not limited to, any capital or operating lease or any agreement in connection with the deferred
purchase price of property), the effect of which default is to cause or permit the holder of such obligation (or the other party
to such other agreement) to cause such obligation or agreement to become due prior to its stated maturity, to terminate such other
agreement, or to otherwise modify or adversely affect such obligation or agreement in a manner that could have a Material Adverse
Effect on such Borrower.


 


12.6         Assignment
for Creditors. Any Borrower makes an assignment for the benefit of creditors, fails to pay, or admits in writing its inability
to pay its debts as they mature; or if a trustee of any substantial part of the assets of any Borrower is applied for or appointed,
and in the case of such trustee being appointed in a Proceeding brought against such Borrower, such Borrower, by any action or
failure to act indicates its approval of, consent to, or acquiescence in such appointment and such appointment is not vacated,
stayed on appeal or otherwise shall not have ceased to continue in effect within sixty (60) days after the date of such appointment.


 


12.7         Bankruptcy.
Any Proceeding involving any Borrower, is commenced by or against any Borrower under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government,
and in the case of any such Proceeding being instituted against any Borrower: (i) such Borrower, by any action or failure to act,
indicates its approval of, consent to or acquiescence therein; or (ii) an order shall be entered approving the petition in such
Proceedings and such order is not vacated, stayed on appeal or otherwise shall not have ceased to continue in effect within sixty
(60) days after the entry thereof.


 




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12.8         Judgments.
The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against the property
of any Borrower for an amount in excess of $50,000 and which is not fully covered by insurance and such judgment or other process
would have a Material Adverse Effect on the ability of such Borrower to perform under this Agreement or under Loan Documents, as
determined by Lender in its sole discretion, unless such judgment or other process shall have been, within sixty (60) days
from the entry thereof: (i) bonded over to the satisfaction of Lender and appealed; (ii) vacated; or (iii) discharged.


 


12.9         Material
Adverse Effect. The occurrence of a Material Adverse Effect.


 


12.10       Change
in Control. Except as permitted under this Agreement, any Change in Control shall occur; provided, however, a Change in Control
shall not constitute an Event of Default if: (i) it arises out of an event or circumstance beyond the reasonable control of any
Borrower (for example, but not by way of limitation, a transfer of ownership interest due to death or incapacity); and (ii) within
sixty (60) days after such Change in Control, such Borrower provides Lender with information concerning the identity and qualifications
of the individual or individuals who will be in Control, and such individual or individuals shall be acceptable to Lender, in Lender’s
sole discretion.


 


12.11       Collateral
Impairment. The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against,
any of the Collateral or any collateral under a separate security agreement securing any of the Obligations, and such judgment
or other process shall not have been, within thirty (30) days from the entry thereof: (i) bonded over to the satisfaction of Lender
and appealed; (ii) vacated; or (iii) discharged, or the loss, theft, destruction, seizure or forfeiture, or the occurrence of any
material deterioration or impairment of any of the Collateral or any of the Collateral under any security agreement securing any
of the Obligations, or any material decline or depreciation in the value or market price thereof (whether actual or reasonably
anticipated), which causes the Collateral, in the sole opinion of Lender acting in good faith, to become unsatisfactory as to value
or character, or which causes Lender to reasonably believe that it is insecure and that the likelihood for repayment of the Obligations
is or will soon be impaired, time being of the essence. The cause of such deterioration, impairment, decline or depreciation shall
include, but is not limited to, the failure by any Borrower to do any act deemed reasonably necessary by Lender to preserve and
maintain the value and collectability of the Collateral.


 


13.         REMEDIES.


 


Upon the occurrence
and during the continuance of an Event of Default, Lender shall have all rights, powers and remedies set forth in the Loan Documents,
in any written agreement or instrument (other than this Agreement or the Loan Documents) relating to any of the Obligations or
any security therefor, or as otherwise provided at law or in equity. Without limiting the generality of the foregoing, Lender may,
at its option, upon the occurrence and during the continuance of an Event of Default, declare its commitments to Borrowers to be
terminated and all Obligations to be immediately due and payable; provided, however, that upon the occurrence of
an Event of Default under either Section 12.6, “Assignment for Creditors”, or Section 12.7, “Bankruptcy”,
all commitments of Lender to Borrowers shall immediately terminate and all Obligations shall be automatically due and payable,
all without demand, notice or further action of any kind required on the part of Lender. The Borrowers hereby waive any and all
presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Lender’s
rights under the Loan Documents, and hereby consent to, and waive notice of release, with or without consideration, of the Borrowers
or of any Collateral, notwithstanding anything contained herein or in the Loan Documents to the contrary.


 




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In addition to all
other rights and remedies available to Lender at law or in equity, in the event the Borrowers fail to pay and satisfy all Obligations
hereunder by the Revolving Loan Maturity Date, as same may be extended in accordance with Section 2.3 hereof, then Lender shall
have the absolute right to demand that Issuing Borrower issue to Lender a number of shares of its Common Stock equal to 4.99% of
the then issued and outstanding number of shares of Common Stock of the Issuing Borrower. In that regard, upon written notice from
Lender to Issuing Borrower following the Borrowers’ failure to pay and satisfy all Obligations hereunder by the Revolving
Loan Maturity Date, as extended, the Issuing Borrower shall instruct its Transfer Agent to issue certificates for the shares contemplated
by this paragraph issuable to the Lender or its nominee, and shall cause its Transfer Agent to deliver such certificates to Lender
or its nominee within five (5) Business Days from the date written demand therefor is made. All of the terms and provisions of
Section 2.2(i) shall be applicable to the shares of Common Stock issuable under this paragraph. The shares of Common Stock issuable
pursuant to this paragraph, if and when issued, shall be shall be deemed to be validly issued, fully paid, and non-assessable shares
of the Issuing Borrower’s Common Stock.


 


No Event of Default
shall be waived by Lender, except and unless such waiver is in writing and signed by Lender. No failure or delay on the part of
Lender in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right
at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of Lender to exercise
any remedy available to Lender in any order. The remedies provided for herein are cumulative and not exclusive of any remedies
provided at law or in equity. Each Borrower agrees that in the event that any Borrower fails to perform, observe or discharge any
of its Obligations or liabilities under this Agreement, the Revolving Note, and other Loan Documents, or any other agreements with
Lender, no remedy of law will provide adequate relief to Lender, and further agrees that Lender shall be entitled to temporary
and permanent injunctive relief in any such case without the necessity of proving actual damages.


 


14.         MISCELLANEOUS.


 


14.1        Obligations
Absolute. None of the following shall affect the Obligations of any Borrower to Lender under this Agreement or Lender’s
rights with respect to the Collateral:


 


(a)          acceptance
or retention by Lender of other property or any interest in property as security for the Obligations;


 




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(b)          release
by Lender of all or any part of the Collateral or of any party liable with respect to the Obligations (other than Borrowers);


 


(c)          release,
extension, renewal, modification or substitution by Lender of the Revolving Note, or any note evidencing any of the Obligations;
or


 


(d)          failure
of Lender to resort to any other security or to pursue Borrowers or any other obligor liable for any of the Obligations before
resorting to remedies against the Collateral.


 


14.2        Entire
Agreement. This Agreement and the other Loan Documents: (i) are valid, binding and enforceable against the each of the Borrowers
and Lender in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire
agreement between the parties; and (iii) are the final expression of the intentions of the Borrowers and Lender. No promises, either
expressed or implied, exist between the Borrowers and Lender, unless contained herein or in the Loan Documents. This Agreement
and the Loan Documents supersede all negotiations, representations, warranties, commitments, offers, contracts (of any kind or
nature, whether oral or written) prior to or contemporaneous with the execution hereof.


 


14.3        Amendments;
Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement or of the Loan Documents,
or consent to any departure by Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed
by Lender, and then such waiver or consent shall be effective only for the specific purpose for which given.


 


14.4        WAIVER
OF DEFENSES. THE CREDIT PARTIES WAIVE EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE CREDIT
PARTIES MAY HAVE AS OF THE DATE HEREOF TO ANY ACTION BY LENDER IN ENFORCING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE CREDIT
PARTIES WAIVE ANY IMPLIED COVENANT OF GOOD FAITH AND RATIFY AND CONFIRM WHATEVER LENDER MAY DO PURSUANT TO THE TERMS OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS AS OF THE DATE OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING ANY
FINANCIAL ACCOMMODATION TO BORROWER.


 


14.5        WAIVER
OF JURY TRIAL. LENDER AND EACH OF THE CREDIT PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE REVOLVING NOTE, ANY LOAN DOCUMENT OR ANY OF THE OBLIGATIONS,
THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE
OF CONDUCT OR COURSE OF DEALING IN WHICH LENDER AND BORROWER (OR EITHER GUARANTOR) ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO BORROWER.


 




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14.6        MANDATORY
FORUM SELECTION.  TO INDUCE LENDER TO MAKE THE LOANS, EACH BORROWER IRREVOCABLY AGREES THAT ANY DISPUTE ARISING UNDER,
RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR
INCIDENTAL TO THIS AGREEMENT ANY OTHER LOAN DOCUMENT, OR THE COLLATERAL (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT
OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN BROWARD COUNTY,
FLORIDA.  THIS PROVISION  IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED
CONSISTENT WITH FLORIDA LAW. EACH BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT
HAVING ITS SITUS IN SAID COUNTY, AND EACH WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH BORROWER HEREBY WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO A BORROWER, AS APPLICABLE, AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR
OTHERWISE.


 


14.7        Assignability.
Lender may at any time assign Lender’s rights in this Agreement, the Revolving Note, any Loan Document, the Obligations,
or any part thereof and transfer Lender’s rights in any or all of the Collateral, and Lender thereafter shall be relieved
from all liability with respect to such Collateral. In addition, Lender may at any time sell one or more participations in the
Loans. The Credit Parties may not sell or assign this Agreement, any Loan Document or any other agreement with Lender, or any portion
thereof, either voluntarily or by operation of law, nor delegate any of its duties of obligations hereunder or thereunder, without
the prior written consent of Lender, which consent may be withheld in Lender’s sole and absolute discretion. This Agreement
shall be binding upon Lender and the Credit Parties and their respective legal representatives, successors and permitted assigns.
All references herein to a Borrower shall be deemed to include any successors, whether immediate or remote. In the case of a joint
venture or partnership, the term “Borrower” shall be deemed to include all joint venturers or partners thereof, who
shall be jointly and severally liable hereunder.


 


14.8        Confidentiality.
Each of the parties hereto shall keep confidential any information obtained from the other party (except information publicly available
or in such party’s domain prior to disclosure of such information from the other party hereto, and except as required by
applicable laws) and shall promptly return to the other party all schedules, documents, instruments, work papers and other written
information without retaining copies thereof, previously furnished by it as a result of this Agreement or in connection herewith.


 




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14.9        Publicity.
Lender shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions
contemplated hereby made by Borrowers; provided, however, that Borrowers shall be entitled, without the prior approval of Lender,
to issue any press release or other public disclosure with respect to such transactions required under applicable securities or
other laws or regulations. Notwithstanding the foregoing, Borrowers shall use their best efforts to consult Lender in connection
with any such press release or other public disclosure prior to its release and Lender shall be provided with a copy thereof upon
release thereof. Lender shall have the right to make any press release with respect to the transactions contemplated hereby without
Borrowers’ approval. In addition, with respect to any press release to be made by Lender, Borrowers hereby authorize and
grant blanket permission to Lender to include the Issuing Borrower’s stock symbol, if any, in any press releases. Borrowers
shall, promptly upon request, execute any additional documents of authority or permission as may be requested by Lender in connection
with any such press releases.


 


14.10      Binding
Effect. This Agreement shall become effective upon execution by Borrowers and Lender.


 


14.11      Governing
Law. Except in the case of the Mandatory Forum Selection Clause in Section 14.6 above, which clause shall be governed and interpreted
in accordance with Florida law, this Agreement, the Loan Documents and the Revolving Note shall be delivered and accepted in and
shall be deemed to be contracts made under and governed by the internal laws of the State of Nevada, and for all purposes shall
be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such State.


 


14.12      Enforceability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision
shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


14.13      Survival
of Borrower’s Representations. All covenants, agreements, representations and warranties made by any Borrower herein
shall, notwithstanding any investigation by Lender, be deemed material and relied upon by Lender and shall survive the making and
execution of this Agreement and the Loan Documents and the issuance of the Revolving Note, and shall be deemed to be continuing
representations and warranties until such time as each Borrower has fulfilled all of its Obligations to Lender, and Lender has
been paid in full. Lender, in extending financial accommodations to Borrowers, is expressly acting and relying on the aforesaid
representations and warranties.


 


14.14      Extensions
of Lender’s Commitment and the Revolving Note. This Agreement shall secure and govern the terms of any extensions or
renewals of Lender’s commitment hereunder and the Revolving Note pursuant to the execution of any modification, extension
or renewal note executed by Borrowers and accepted by Lender in its sole and absolute discretion in substitution for the Revolving
Note.


 


14.15      Time
of Essence. Time is of the essence in making payments of all amounts due Lender under this Agreement and in the performance
and observance by each Borrower of each covenant, agreement, provision and term of this Agreement.


 




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14.16      Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and
the same instrument.


 


14.17      Electronic
Signatures. Lender is hereby authorized to rely upon and accept as an original any Loan Documents or other communication which
is sent to Lender by facsimile, telegraphic or other electronic transmission (each, a “Communication”)
which Lender in good faith believes has been signed by a Borrower and has been delivered to Lender by a properly authorized representative
of a Borrower, whether or not that is in fact the case. Notwithstanding the foregoing, Lender shall not be obligated to accept
any such Communication as an original and may in any instance require that an original document be submitted to Lender in lieu
of, or in addition to, any such Communication.


 


14.18      Notices.
Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must
be in writing and in each case properly addressed to the party to receive the same in accordance with the information below, and
will be deemed to have been delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly
addressed to the address below, then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle;
or (ii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next business morning delivery,
then one (1) business day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand
delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m., EST, on a Business Day. Any notice
hand delivered after 5:00 p.m., EST, shall be deemed delivered on the following Business Day. Notwithstanding the foregoing, notice,
consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery,
but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written
confirmation) that the notice has been received by the other party.  The addresses and facsimile numbers for such communications
shall be as set forth below, unless such address or information is changed by a notice conforming to the requirements hereof. No
notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other
circumstances:


 


	If to any Borrower:	M Line Holdings, Inc.
	 	 
	 	2672 Dow Avenue
	 	Tustin, CA 92780
	 	Attention:	Mr. Anthony Anish
	 	E-Mail:	Tony@MLineHoldings.com
	 	 
	With a Copy to:	Wilson & Oskam, LLP
	 	9110 Irvine Center Drive
	 	Irvine, CA 92618
	 	Attn: Christopher A. Wilson, Esq.
	 	Telephone:	(949) 752-1100
	 	Facsimile:	(949) 752-1144
	 	E-Mail:	cwilson@wilsonoskam.com


 




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	If to the Lender:	TCA Global Credit Master Fund, LP
	 	1404 Rodman Street
	 	Hollywood, Florida 33020
	 	Attention:	Robert Press, Director
	 	Telephone:	(786) 323-1650
	 	Facsimile:	(786) 323-1651
	 	E-Mail:	bpress@trafcap.com 
	 	 
	With a Copy to:	David Kahan, P.A.
	 	6420 Congress Ave., Suite 1800
	 	Boca Raton, Florida 33487
	 	Telephone:	(561) 672-8330
	 	Facsimile:	(561) 672-8301
	 	E-Mail:	david@dkpalaw.com 


 


14.19      Indemnification.
Each Borrower agrees to defend, protect, indemnify and hold harmless Lender and all of its officers, directors, employees and agents
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (each, a “Lender
Indemnitee” and collectively, the “Lender Indemnitees”) from and against any and all liabilities,
obligations, losses, damages, penalties, actions, Proceedings, judgments, suits, claims, costs, expenses and distributions of any
kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Lender Indemnitee
thereto), which may be imposed on, incurred by, or asserted against, any Lender Indemnitee (whether direct, indirect or consequential
and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental
Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating
to or arising out of this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto,
the preparation, execution and delivery of this Agreement and the Loan Documents, including, but not limited to, the making or
issuance and management of the Loans, the use or intended use of the proceeds of the Loans, the enforcement of Lender’s rights
and remedies under this Agreement, the Loan Documents, the Revolving Note, any other instruments and documents delivered hereunder,
or under any other agreement between Borrowers and Lender; provided, however, that Borrowers shall not have any obligations
hereunder to any Lender Indemnitee with respect to matters caused by or resulting from the willful misconduct or gross negligence
of such Lender Indemnitee. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable
because it violates any law or public policy, Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable
law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Lender Indemnitee
on demand, and, failing prompt payment, shall, together with interest thereon at the Default Rate from the date incurred by each
Lender Indemnitee until paid by Borrowers, be added to the Obligations of Borrowers and be secured by the Collateral. The provisions
of this Section shall survive the satisfaction and payment of the other Obligations and the termination of this Agreement.


 




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14.20      Release.
In consideration of the mutual promises and covenants made herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound hereby, each Borrower hereby agrees to fully, finally and forever
release and forever discharge and covenant not to sue Lender, and/or and its parent companies, subsidiaries, affiliates, divisions,
and their respective attorneys, officers, directors, agents, shareholders, members, employees, predecessors, successors, assigns,
personal representatives, partners, heirs and executors from any and all debts, fees, attorneys’ fees, liens, costs, expenses,
damages, sums of money, accounts, bonds, bills, covenants, promises, judgments, charges, demands, claims, causes of action, suits,
Proceedings, liabilities, expenses, obligations or contracts of any kind whatsoever, whether in law or in equity, whether asserted
or unasserted, whether known or unknown, fixed or contingent, under statute or otherwise, from the beginning of time through the
Closing Date, including, without  limiting the generality of the foregoing, any and all claims relating to or arising out
of any financing transactions, credit facilities, debentures, security agreements, and other agreements including, without limitation,
each of the Loan Documents, entered into by any Borrower with Lender and any and all claims that any Borrower does not
know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially
affect their decision to enter into this Agreement or the related Loan Documents.


 


14.21      Interpretation.
If any provision in this Agreement requires judicial or similar interpretation, the judicial or other such body interpreting or
construing such provision shall not apply the assumption that the terms hereof shall be more strictly construed against one party
because of the rule that an instrument must be construed more strictly against the party which itself or through its agents prepared
the same. The parties hereby agree that all parties and their agents have participated in the preparation hereof equally.


 


14.22      Compliance
with Federal Law. The Credit Parties shall: (i) ensure that no Person who owns a controlling interest in or otherwise controls
a Credit Party is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained
by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury, included in any Executive
Orders or any other similar lists from any Governmental Authority, foreign or national; (ii) not use or permit the use of the proceeds
of the Loans to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating
thereto, or any other similar national or foreign governmental regulations; and (iii) comply, and cause each of such Credit Party’s
Subsidiaries to comply, with all applicable Lender Secrecy Act (“BSA”) laws and regulations, as amended.
As required by federal law and Lender’s policies and practices, Lender may need to obtain, verify and record certain customer
identification information and documentation in connection with opening or maintaining accounts or establishing or continuing to
provide services.


 


14.23      Joint
and Several Liability. The liability of all Borrowers hereunder for the Obligations, or for the performance of any other term,
condition, covenant or agreement of any Borrower hereunder, shall be joint and several.


 


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PAGE FOLLOWS.]


 




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IN WITNESS WHEREOF,
Borrowers and Lender have executed this Credit Agreement as of the date first above written.


 


BORROWERS:


 


M LINE HOLDINGS, INC.,


a Nevada corporation


 


	By:	/s/Tony Anish	 	 	 
	Name:	Tony Anish	 	 	 
	Title:	Secretary	 	 	 
	 	 	 	 	 
	E.M. TOOL COMPANY, INC.,	 	PRECISION AEROSPACE AND
	a California corporation	 	TECHNOLOGIES, INC., 
		 	a Nevada corporation
	 	 	 	 	 
	By:	/s/Jitu Banker	 	By:	/s/Jitu Banker
	Name:	Jitu Banker	 	Name:	Jitu Banker
	Title:	Chief Financial Officer	 	Title:	Chief Financial Officer
	 	 	 	 	 
	LENDER:	 	 	 
	 	 	 	 	 
	TCA GLOBAL CREDIT MASTER FUND, LP	 	 	 
	 	 	 	 	 
	By:	TCA Global Credit Fund GP, Ltd.	 	 	 
	Its:	General Partner	 	 	 
	 	 	 	 	 
	By:	/s/Robert Press	 	 	 
	 	Robert Press, Director	 	 	 


 




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Exhibit A


 


Form of Covenant Compliance Certificate


 




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Exhibit B


 


Form of Revolving Note







    	60



    	 



    




 


Exhibit C


 


Form of Security Agreement





 




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Exhibit D


 


Form of Validity Guaranties


 




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