Exhibit 10.1


 





EXECUTION COPY


 








     


 



 



 


CREDIT AGREEMENT



Dated as of October 28, 2015



by and among



JUS-COM, INC.

as the Borrower,


 


THE OTHER PERSONS PARTY HERETO THAT
ARE

DESIGNATED AS CREDIT PARTIES,



LATERAL JUSCOM FEEDER LLC,

as the Administrative Agent,



and



THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders






 


 


 



 



 









     


     


    

 


TABLE OF CONTENTS


Page




	Article I -  THE TERM LOAN	1
	1.1   Amounts and Terms of Term Loan Commitments.	1
	1.2   Evidence of Term Loans; Term Notes	3
	1.3   Interest	3
	1.4   Loan Accounts	4
	1.5   Optional Prepayments and Termination of Term Loan Commitments	4
	1.6   Mandatory Payments of Term Loans	5
	1.7   Fees	7
	1.8   Payments by the Borrower	7
	1.9   Payments by the Lenders to the Administrative Agent; Settlement	8
	Article II -  CONDITIONS PRECEDENT	8
	2.1   Conditions of Initial Term Loans	8
	Article III -  REPRESENTATIONS AND WARRANTIES	12
	3.1   Corporate Existence and Power	12
	3.2   Corporate Authorization; No Contravention	13
	3.3   Governmental Authorization	13
	3.4   Binding Effect	13
	3.5   Litigation	13
	3.6   No Default	14
	3.7   ERISA Compliance	14
	3.8   Use of Proceeds; Margin Regulations	14
	3.9   Ownership of Property; Liens	14
	3.10   Taxes	14
	3.11   Financial Condition	14
	3.12   Environmental Matters	15
	3.13   Regulated Entities	16
	3.14   Solvency	16
	3.15   Labor Relations	16
	3.16   Intellectual Property	16
	3.17   Brokers’ Fees	16
	3.18   Insurance	16
	3.19   Ventures, Subsidiaries and Affiliates; Outstanding Stock	17
	3.20   Full Disclosure	17
	3.21   Foreign Assets Control Regulations and Anti-Money Laundering	17
	3.22   Patriot Act; FCPA	17
	3.23   Collateral Representations	18
	3.24   Status of Intermediate Holdings and Holdings	19
	Article IV -  AFFIRMATIVE COVENANTS	19
	4.1   Financial Statements	19
	4.2   Certificates; Other Information	20
	4.3   Notices	21
	4.4   Preservation of Corporate Existence, Etc	22
	4.5   Maintenance of Property	22
	4.6   Insurance	22
	4.7   Payment of Obligations	23



 






     


     


    

 


	4.8   Compliance with Laws	23
	4.9   Inspection of Property and Books and Records	23
	4.10   Use of Proceeds	24
	4.11   Cash Management Systems; Blocked Account	24
	4.12   Further Assurances.	26
	4.13   Environmental Matters	27
	4.14   Post-Closing Milestones	28
	4.15   Material Contracts	28
	4.16   Information Rights	28
	Article V -  NEGATIVE COVENANTS	28
	5.1   Limitation on Liens	28
	5.2   Disposition of Assets	30
	5.3   Consolidations and Mergers	31
	5.4   Loans and Investments	31
	5.5   Limitation on Indebtedness	33
	5.6   Transactions with Affiliates	33
	5.7   Management Fees and Compensation	33
	5.8   Use of Proceeds	34
	5.9   Contingent Obligations	34
	5.10   Compliance with ERISA	35
	5.11   Restricted Payments	35
	5.12   Change in Business	36
	5.13   Amendments to Organizational Documents and Material Contracts; Optional Prepayments of Indebtedness	36
	5.14   Changes in Accounting, Name and Jurisdiction of Organization	37
	5.15   No Negative Pledges	37
	5.16   OFAC; Patriot Act	37
	5.17   Sale-Leasebacks; Equipment Debt	37
	5.18   Hazardous Materials	38
	Article VI -  FINANCIAL COVENANTS	38
	6.1   Consolidated Capital Expenditures	38
	6.2   Consolidated EBITDA	38
	6.3   Consolidated Leverage Ratio	38
	6.4   Minimum Consolidated Debt Service Coverage Ratio	39
	6.5   Qualified Cash	39
	Article VII -  EVENTS OF DEFAULT	39
	7.1   Event of Default	39
	7.2   Remedies	41
	7.3   Rights Not Exclusive	42
	Article VIII -  THE ADMINISTRATIVE AGENT	42
	8.1   Appointment and Duties	42
	8.2   Binding Effect	43
	8.3   Use of Discretion	43
	8.4   Delegation of Rights and Duties	44
	8.5   Reliance and Liability	44
	8.6   Administrative Agent Individually	45
	8.7   Lender Credit Decision	45
	8.8   Expenses; Indemnities; Withholding	46
	8.9   Resignation of the Administrative Agent	47



 






    2 


     


    

 


	8.10   Release of Collateral or Guarantors	47
	8.11   Additional Secured Parties	48
	Article IX -  MISCELLANEOUS	48
	9.1   Amendments and Waivers	48
	9.2   Notices	50
	9.3   Electronic Transmissions	50
	9.4   No Waiver; Cumulative Remedies	51
	9.5   Costs and Expenses	51
	9.6   Indemnity	51
	9.7   Marshaling; Payments Set Aside	52
	9.8   Successors and Assigns	52
	9.9   Assignments and Participations; Binding Effect	52
	9.10   Non-Public Information; Confidentiality	56
	9.11   Set-off; Sharing of Payments	57
	9.12   Counterparts; Facsimile Signature	58
	9.13   Severability	58
	9.14   Captions	58
	9.15   Independence of Provisions	58
	9.16   Interpretation	58
	9.17   No Third Parties Benefited	58
	9.18   Governing Law and Jurisdiction	58
	9.19   Waiver of Jury Trial	59
	9.20   Entire Agreement; Release; Survival	59
	9.21   Patriot Act	60
	9.22   Joint and Several	60
	9.23   Creditor-Debtor Relationship	60
	Article X -  TAXES, YIELD PROTECTION AND ILLEGALITY	60
	10.1   Taxes	60
	10.2   Reserved	63
	10.3   Increased Costs	63
	10.4   Reserved	64
	10.5   Reserved	64
	10.6   Mitigation	65
	10.7   Certificates of Lenders	65
	Article XI -  DEFINITIONS	65
	11.1   Defined Terms	65
	11.2   Other Interpretive Provisions	83
	11.3   Accounting Terms and Principles	84
	11.4   Payments	84


 






    3 


     


    

 


	SCHEDULES
	 	 
	Schedule 1.1(a)	Initial Term Loan Commitments
	Schedule 1.1(b)Delayed Draw Term Loan Commitments	Additional Term Loan Commitments 
	Schedule 3.18	Insurance
	Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
	Schedule 3.23(b)	Jurisdiction of Organization; Legal Names; Etc.
	Schedule 3.23(c)	Intellectual Property
	Schedule 3.23(d)	Documents; Instruments
	Schedule 3.23(e)	Deposit Accounts; Securities Accounts
	Schedule 3.23(f)	Electronic Chattel Paper; Letter of Credit Rights
	Schedule 3.23(g)	Commercial Tort Claims
	Schedule 3.23(h)	Pledged Stock and Stock Equivalents
	Schedule 3.23(i)	Chief Executive Office; Real Estate Related Disclosures
	Schedule 3.23(j)	Material Contracts
	Schedule 4.14	Post-Closing Milestones
	Schedule 5.1	Liens
	Schedule 5.4	Investments
	Schedule 5.5	Indebtedness
	Schedule 5.9	Contingent Obligations
	Schedule P-1	Prior Indebtedness
	 	 
	 	 
	
        EXHIBITS

         

	Exhibit 2.1(c)	Form of Solvency Certificate
	Exhibit 4.2(b)	Form of Compliance Certificate
	Exhibit 10.1-1	Form of U.S. Tax Compliance Certificate
	Exhibit 10.1-2	Form of U.S. Tax Compliance Certificate
	Exhibit 10.1-3	Form of U.S. Tax Compliance Certificate
	Exhibit 10.1-4	Form of U.S. Tax Compliance Certificate
	Exhibit A-1	Form of Assignment and Assumption
	Exhibit A-2	Form of ATL Note
	Exhibit I-1	Form of ITL Note
	Exhibit N-1	Form of Notice of Borrowing
	 	 






    4 


     


    




 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”)
is entered into as of October 28, 2015 among (1) JUS-COM, INC., an Indiana corporation (the “Borrower”),
(2) the other Persons party hereto that are designated as Credit Parties, (3) LATERAL JUSCOM FEEDER LLC (in its individual capacity,
“Lateral”), as Administrative Agent for the several lenders from time to time party to this Agreement
(each, individually, a “Lender” and, collectively, the “Lenders”), and (4)
such Lenders.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
has requested, and the Lenders have agreed to make available to the Borrower, term loans, upon and subject to the terms and conditions
set forth in this Agreement;


 


WHEREAS, FTE Networks,
Inc., a Nevada corporation and the holder (indirectly) of all of the Stock and Stock Equivalents of the Borrower (“Holdings”),
and the other Credit Parties will derive substantial direct and indirect benefits from the entry by the Borrower into this Agreement
and are willing to guaranty all of the Obligations of the Borrower hereunder; and


 


WHEREAS, the Borrower,
Holdings and the other Credit Parties desire to secure all of the Borrower’s Obligations under the Loan Documents, and the
guaranty by the other Credit Parties of Borrower’s Obligations under the Loan Documents, by granting to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its Property (other than
Excluded Property).


NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:


 


Article
I - THE TERM LOAN


 


1.1Amounts
and Terms of Term Loan Commitments. 


 


(a)The
Initial Term Loans.


 


(i)Subject
to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained
herein, each Lender, severally and not jointly, agrees to make term loans to the Borrower on the Closing Date (the “Initial
Term Loans”) in the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Initial
Term Loan Commitment” (such amount being referred to herein as such Lender’s “ITL Commitment”).


 






    5 


     


    

 


(ii)Amounts
borrowed as the Initial Term Loans which are repaid or prepaid may not be reborrowed and no refunds of, or credits for, such payments
shall be required.


 


(b)The
Additional Term Loans.


 


(i)Subject
to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained
herein, each Lender, severally and not jointly, agrees to make term loans to the Borrower on one Business Day during the period
from the Business Day immediately following the Closing Date through the ATL Commitment Termination Date (the “Additional
Term Loans”), in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s
name in Schedule 1.1(b) under the heading “Additional Term Loan Commitments” (as the same may be reduced
from time to time in accordance with this Agreement) or in the Assignment pursuant to which such Lender became a Lender hereunder
(as the same may be reduced from time to time in accordance with this Agreement) (in either case, such amount being referred to
herein as such Lender’s “ATL Commitment;” and, the ITL Commitments and the ATL Commitments are
sometimes referred to collectively as the “Term Loan Commitments”).


 


(ii)Amounts
borrowed as the Additional Term Loans which are repaid or prepaid may not be reborrowed and no refunds of, or credits for, such
payments shall be required.


 


(iii)The
commitment of the Lenders with an ATL Commitment to fund Additional Term Loans is conditioned on the satisfaction of the following
conditions:


 


(A)the
requested Borrowing date of the applicable Additional Term Loans is a Business Day;


 


(B)no
Default or Event of Default shall exist at the time of, or after giving effect to, the funding of the requested Additional Term
Loans;


 


(C)each
representation or warranty by any Credit Party contained herein or in any other Loan Document is true and correct in all material
respects (without duplication of any materiality qualifier contained therein) as of the date the Additional Term Loans are proposed
to be funded, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such
representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier
contained therein) as of such earlier date);


 


(D)the
Administrative Agent shall have received on a date which is at least five (5) Business Days (or such shorter period as the Administrative
Agent may agree) prior to the date the requested Additional Term Loans are proposed to be funded, a Notice of Borrowing with respect
to the requested Additional Term Loans (which shall be in an aggregate principal amount not in excess of the remaining ATL Commitments;
the Administrative Agent shall promptly advise the Lenders of the receipt of the Notice of Borrowing; and no more than one (1)
Notice of Borrowing may be tendered requesting Additional Term Loans);


 


(E)the
Tender Offer shall have expired in accordance with the Tender Offer Documents (as in effect on the Closing Date or otherwise as
amended or waived with the prior written consent of the Administrative Agent);


 


(F)the
Administrative Agent shall have received evidence that all Senior Secured Notes properly tendered for purchase (and not withdrawn)
have been accepted for purchase by Holdings in accordance with the Tender Offer Documents (as in effect on the Closing Date or
otherwise as amended or waived with the prior written consent of the Administrative Agent) and all other conditions set forth in
the Tender Offer Documents (as in effect on the Closing Date or otherwise as amended or waived with the prior written consent of
the Administrative Agent) to Holdings’ obligation to purchase any Senior Secured Notes properly tendered (and not withdrawn)
have been satisfied (or waived with the prior written consent of the Administrative Agent);


 






    6 


     


    

 


(G)the
Administrative Agent shall have received evidence that contemporaneously with the funding of the Additional Term Loans Holdings
shall have commenced a consent solicitation pursuant to which Holdings shall solicit the consent of the holders of its Stock and
Stock Equivalents to amend and\or restate the certificate of incorporation (and any related designations of rights and preferences
related to preferred Stock) of Holdings, all in form, scope and substance (and pursuant to documentation) satisfactory to the Administrative
Agent; and


 


(H)the
Additional Lateral Stock shall have been issued to the Lenders.


 


(c)The
parties hereto agree that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make
any Term Loan hereunder, nor shall any Term Loan Commitment of any Lender be increased or decreased as a result of any failure
by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder
shall excuse any other Lender from its obligations hereunder.


 


1.2Evidence
of Term Loans; Term Notes.


 


(a)The
Initial Term Loan made by each Lender is evidenced by this Agreement and, if requested by such Lender, an ITL Note payable to such
Lender and delivered to such Lender by the Borrower in an amount equal to the unpaid balance of the Initial Term Loan held by such
Lender.


 


(b)The
Additional Term Loans made by each Lender with an ATL Commitment are evidenced by this Agreement and, if requested by such Lender,
an ATL Note payable to such Lender in an amount equal to the unpaid balance of the Additional Term Loans held by such Lender.


 


1.3Interest.


 


(a)Subject
to subsections 1.3(d) and 1.3(e), the Term Loans shall bear interest at a rate per annum equal to the Applicable Rate. All computations
of fees and interest payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. Interest
and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last
day thereof.


 


(b)Interest
on each Term Loan shall be paid in arrears on each Interest Payment Date. Subject to the following proviso, all accrued but unpaid
interest payable on any Interest Payment Date shall be paid in cash; provided, however, that a portion of such interest
at a rate equal to the Applicable PIK Component of the Applicable Rate for the applicable period during which the corresponding
Applicable PIK Component was in effect shall be paid-in-kind (each such addition, a “Principal Increase”)
unless either (i) an Event of Default has occurred and is continuing (in which case all interest due on any applicable Interest
Payment Date shall be paid in full in cash), or (ii) the Borrower irrevocably notifies the Administrative Agent in writing at least
five (5) Business Days, but not more than twenty (20) Business Days, prior to the applicable Interest Payment Date of its unconditional
commitment to pay all interest otherwise due and payable on such date in cash (in which case all interest due on the applicable
Interest Payment Date shall be paid in full in cash). Principal Increases shall be considered a principal obligation outstanding
in respect of the Term Loans for all purposes hereunder, including, without limitation, calculation of interest on subsequent Interest
Payment Dates.


 






    7 


     


    

 


(c)Accrued
but unpaid interest shall also be paid in cash on the date of any payment or prepayment of the Term Loans.


 


(d)At
the election of the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section
7.1(a), 7.1(f) or 7.1(g) exists), the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent
permitted by law) on the Term Loans from and after the date of occurrence of such Event of Default, at a rate per annum which is
determined by adding three percent (3.00%) per annum to the Applicable Rate. All such interest shall be payable in cash on demand
of the Required Lenders.


 


(e)Anything
herein to the contrary notwithstanding, the obligations of the Borrower hereunder shall be subject to the limitation that payments
of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable
to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender,
and in such event the Borrower shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum
Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder
is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such
time as the total interest received by the Administrative Agent, on behalf of Lenders, is equal to the total interest that would
have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable
since the Closing Date as otherwise provided in this Agreement.


 


(f)Holdings,
the Borrower and the Lenders agree (i) that the Initial Lateral Stock to be issued to the Lenders on the Closing Date has a per
share value of $0.71, (ii) that as a result of the value allocated to the Initial Lateral Stock pursuant to clause (i), the Additional
Lateral Stock to be issued in connection with the funding of the Additional Term Loans (which the parties agree has the same per
share valued as the Initial Lateral Stock), the Principal Increase described in Section 1.3(b) hereof, and the fees contemplated
by the Fee Letter, the Term Loans are deemed, for Tax purposes, to be issued with original issue discount (“OID”),
as defined in Section 1273(a)(1) of the Code, (iii) that any calculation by the Borrower regarding the amount of OID for any accrual
period on the Term Loans shall be subject to review and approval of the Lenders, which approval shall not be unreasonably withheld,
delayed or conditioned, and (iv) to adhere to this provision for federal income Tax purposes and not to take any action or file
any Tax Return inconsistent herewith (including with respect to the amount of OID on the Term Loans as determined in accordance
with the preceding clause (iii)).


 


1.4Loan
Accounts. The Administrative Agent, on behalf of the Lenders, shall record on its books and records the amount of each Term
Loan made, the interest rate applicable thereto, all payments of principal and interest thereon and the principal balance thereof
from time to time outstanding. The Administrative Agent shall deliver to the Borrower, at its request, a loan statement setting
forth such record for the immediately preceding calendar month. Such record shall, absent manifest error, be conclusive evidence
of the amount of the Term Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder (and under any Term Note) to pay any amount owing with respect to the Term Loans or provide the basis
for any claim against the Administrative Agent.


 


1.5Optional
Prepayments and Termination of Term Loan Commitments.


 


(a)Optional
Prepayments Generally. The Borrower may at any time on or after (but not before) October 28, 2016, upon at least three (3)
Business Days’ (or such shorter period as is acceptable to the Administrative Agent) prior written notice (in form and substance
reasonably acceptable to the Administrative Agent) by the Borrower to the Administrative Agent, prepay the Term Loans in whole
or in part in an amount greater than or equal to $100,000. Subject to Section 1.8(c), optional prepayments of the Term Loan shall
be applied to prepay amounts otherwise payable in respect of the Term Loans on the Maturity Date.


 






    8 


     


    

 





(b)Notices.
Notice of prepayment pursuant to clause (a) above shall not thereafter be revocable by the Borrower and the Administrative Agent
will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment. The payment amount
specified in a notice of prepayment shall be due and payable on the date specified therein. Together with each prepayment under
this Section 1.5, the Borrower shall pay to the Administrative Agent (for the benefit of the Lenders) in cash (i) all accrued but
unpaid interest on the portion of the Term Loans to be prepaid and (ii) the corresponding Prepayment Premium.


 


(c)Term
Loan Commitments. Each ITL Commitment shall terminate immediately following the funding of the Initial Term Loans. Each ATL
Commitment shall terminate immediately following the earlier to occur of (i) the funding of any Additional Term Loans and (ii)
the ATL Commitment Termination Date. The Borrower may at any time upon at least three (3) Business Days’ (or such shorter
period as is acceptable to the Administrative Agent) prior written notice (in form and substance reasonably acceptable to the Administrative
Agent) by the Borrower to the Administrative Agent permanently reduce the ATL Commitments; provided, that, such reductions
shall be in an amount greater than or equal to $100,000. All reductions of the ATL Commitments shall be allocated pro rata among
all Lenders with an ATL Commitment.


 


1.6Mandatory
Payments of Term Loans.


 


(a)Scheduled
Term Loan Payments. The entire principal balance of the Term Loans, including all Principal Increases thereon, shall be due
and payable in cash on the Maturity Date. In addition, the entire principal balance of the Term Loans, including all Principal
Increases thereon, shall be due and payable in cash if the Tender Offer expires and Holdings fails (or is unable) to accept for
purchase in accordance with the Tender Offer Documents (as in effect on the Closing Date or otherwise as amended or waived with
the prior written consent of the Required Lenders) at least 80% in aggregate principal amount of the Senior Secured Notes.


 


(b)Asset
Dispositions; Events of Loss. If a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time:


 


(i)make
a Disposition; or


 


(ii)suffer
an Event of Loss;


 


then (A) the Borrower
shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated
Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit
Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to
be delivered, the Net Proceeds to the Administrative Agent for distribution to the Lenders as a prepayment of the Term Loans, which
prepayment shall be applied in accordance with Section 1.6(d) hereof. The foregoing notwithstanding and provided no Default or
Event of Default has occurred and is continuing, no prepayment with the Net Proceeds of a Disposition or an Event of Loss shall
be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in
replacement assets substantially similar to the assets that were the subject of such Disposition or Event of Loss, within one hundred
eighty (180) days after the date of such Disposition or Event of Loss, as the case may be; provided, that the Borrower notifies
the Administrative Agent in writing of the Borrower’s or such Subsidiary’s intent to reinvest and of the completion
of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.


 






    9 


     


    

 


(c)Equity
Issuances; Incurrence of Debt; Extraordinary Receipts. Immediately upon receipt by any Credit Party or any Subsidiary of any
Credit Party of (i) the Net Issuance Proceeds of (A) any Equity Issuance or (B) the incurrence of Indebtedness (other than Net
Issuance Proceeds from the incurrence of Indebtedness permitted hereunder) or (ii) the Net Proceeds of any Extraordinary Receipts,
the Borrower shall deliver, or cause to be delivered, to the Administrative Agent an amount equal to such Net Issuance Proceeds
or Net Proceeds, as the case may be, in each instance, for distribution to the Lenders as a prepayment of the Term Loans, which
prepayment shall be applied in accordance with Section 1.6(d).


 


(d)Notice
and Application of Prepayments; Prepayment Premium.


 


(i)In
connection with any prepayment required under Section 1.6(b) or Section 1.6(c), the Borrower shall provide at least three (3) Business
Days’ (or such shorter period as is acceptable to the Administrative Agent) prior written notice (in form and substance reasonably
acceptable to the Administrative Agent) of each such prepayment by the Borrower to the Administrative Agent, which notice shall
specify the amount of the prepayment and the subsection pursuant to which such prepayment is being made (each, a “Prepayment
Date”). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give
notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s pro rata share of the prepayment. Each
Lender may elect (in its sole discretion) to decline or accept, as the case may be, all (or any portion) of its pro rata share
of any prepayment by giving notice of such election in writing to the Administrative Agent no later than 11:00 a.m. on the Business
Day immediately prior to the Prepayment Date. If a Lender fails to deliver a notice of election to the Administrative Agent within
the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share
of the total amount of such prepayment. Upon receipt by the Administrative Agent of such notice of election, the Administrative
Agent shall immediately notify the Borrowers of such election. Any amounts declined by any Lender shall be retained by the Credit
Parties and their Subsidiaries and may be utilized in any manner not inconsistent with the terms of this Agreement.


 


(ii)Subject
to Section 1.8(c), any prepayments of the Term Loans pursuant to Section 1.6 shall be applied to prepay amounts otherwise payable
in respect of the Term Loans on the Maturity Date.


 


(iii)Together
with each payment made pursuant to Section 1.6, the Borrower shall pay to the Administrative Agent (for the benefit of the Lenders)
in cash (i) all accrued but unpaid interest on the portion of the Term Loans to be prepaid and (ii) the corresponding Prepayment
Premium.


 


(e)No
Implied Consent. Provisions contained in this Section 1.6 for application of proceeds of certain transactions shall not be
deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan
Documents.


 






    10 


     


    

 


1.7Fees.
On the date that any Term Loans are funded, the Borrower shall pay the fees contemplated to be paid pursuant to the Fee Letter.


 


1.8Payments
by the Borrower.


 


(a)Subject
to Section 10.1, all payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and
other amounts required hereunder shall be made without set off, recoupment, counterclaim or deduction of any kind, shall, except
as otherwise expressly provided herein, be made to the Administrative Agent (for the ratable account of the Persons entitled thereto)
at the address for payment specified in the signature page hereof in relation to the Administrative Agent (or such other address
as the Administrative Agent may from time to time specify in accordance with Section 9.2), and shall be made in Dollars and by
wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 12:00 p.m.
on the date due. Any payment which is received by the Administrative Agent later than 12:00 p.m. may in Administrative Agent’s
discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall
continue to accrue. The Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during
the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral.


 


(b)If
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may
be.


 


(c)During
the continuance of an Event of Default (and notwithstanding any direction by the Borrower to the contrary), the Administrative
Agent shall upon the direction of the Required Lenders apply any and all payments received by the Administrative Agent in respect
of any Obligation and all proceeds received by the Administrative Agent as a result of the exercise of its remedies under the Collateral
Documents in accordance with the clauses first through sixth below. Anything to the contrary contained herein notwithstanding,
all proceeds of Collateral and all amounts collected or received by Administrative Agent, including all payments made by Credit
Parties to Administrative Agent, after any or all of the Obligations have been accelerated (so long as such acceleration has not
been rescinded), shall be applied as follows:


 





first,
to payment of costs and expenses, including Attorney Costs, of the Administrative Agent payable or reimbursable by the Credit Parties
under the Loan Documents;


 


second,
to payment of Attorney Costs of the Lenders payable or reimbursable by the Borrower under this Agreement;


 


third,
to payment of all accrued unpaid interest on the Term Loans and fees owed to the Administrative Agent and the Lenders;


 


fourth,
to payment of principal of the Term Loans then due and payable;


 


fifth,
to all other Obligations owing to the Lenders then due and payable; and


 


sixth,
any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.


 


In carrying out the
foregoing, (i) amounts received shall be applied to each category in numerical order until amounts in such category have been paid
in full in cash prior to the application to the next succeeding category, (ii) each of the Lenders or other Persons entitled to
payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to the clauses set forth
above, and (iii) amounts applied to the Term Loan or interest in respect thereof shall be applied pro rata between the Initial
Term Loans and the Additional Term Loans.


 






    11 


     


    

 


1.9Payments
by the Lenders to the Administrative Agent; Settlement.


 


(a)Disbursements.
Upon receipt of the proceeds of the Term Loans from the Lenders, the Administrative Agent shall, on behalf of Lenders, disburse
funds to the Borrower.


 


(b)Settlements.
In the case of any payment of principal or interest received by the Administrative Agent from the Borrower in respect of the Term
Loans prior to 12:00 p.m. on any Business Day, the Administrative Agent shall pay to each Lender such Lender’s Commitment
Percentage of such payment on such Business Day, and, in the case of any payment of principal or interest received by the Administrative
Agent from the Borrower in respect of the Term Loan later than 12:00 p.m. on any Business Day, the Administrative Agent shall pay
to each Lender such Lender’s Commitment Percentage of such payment, and such payments shall be made by wire transfer not
later than 12:00 p.m. on the next Business Day.


 


(c)Return
of Payments.


 


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


 


(ii)If
the Administrative Agent determines at any time that any amount received by the Administrative Agent under this Agreement or any
other Loan Document must be returned to any Credit Party or paid to any other Person pursuant to any insolvency law or otherwise,
then, notwithstanding any other term or condition of this Agreement or any other Loan Document, the Administrative Agent will not
be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to the Administrative Agent on
demand any portion of such amount that the Administrative Agent has distributed to such Lender, together with interest at such
rate, if any, as the Administrative Agent is required to pay to the Borrower or such other Person, without setoff, counterclaim
or deduction of any kind, and the Administrative Agent will be entitled to set-off against future distributions to such Lender
any such amounts (with interest) that are not repaid on demand.


 


(d)Procedures.
The Administrative Agent hereby is authorized by each Credit Party and each other Secured Party to establish reasonable procedures
(and to amend such procedures from time to time) to facilitate administration and servicing of the Term Loans and other matters
incidental thereto.


 


Article
II - CONDITIONS PRECEDENT


 


2.1Conditions
of Initial Term Loans. The obligation of each Lender to make its Initial Term Loans hereunder is subject to satisfaction of
the following conditions in a manner reasonably satisfactory to the Administrative Agent and the Lenders:


 






    12 


     


    

 


(a)Transaction
Documents. The Administrative Agent shall have received on or before the Closing Date executed counterparts of the following
Transaction Documents:


 


(i)this
Agreement;


 


(ii)to
the extent requested by any Lender, ITL Note(s) with respect to such Lender’s Initial Term Loan(s);


 


(iii)the
Guaranty and Security Agreement;


 


(iv)short
form Intellectual Property security agreements, in form and substance reasonably satisfactory to the Administrative Agent, covering
all right, title and interest of the Credit Parties in Patents and Trademarks registered or applied for with the United States
Patent and Trademark Office and Copyrights registered or applied for with the United States Copyright Office;


 


(v)Control
Agreements with respect to the Blocked Account and all other deposit accounts and securities accounts of the Credit Parties, other
than any such account as constitutes an Excluded Account;


 


(vi)the
Initial Lateral Stock and each other Equity Investment Document;


 


(vii)the
Fee Letter; and


 


(viii)a
Notice of Borrowing with respect to the Initial Term Loans.


 


(b)Satisfaction
of Existing Obligations. The Administrative Agent shall have received:


 


(i)a
fully executed pay-off letter, settlement or other satisfaction agreement reasonably satisfactory to the Administrative Agent confirming
that all obligations owing by any Credit Party to a Prior Creditor that will be repaid in full from the proceeds of the Initial
Term Loans or otherwise satisfied on or prior to the Closing Date and all Liens upon any of the Property of the Credit Parties
or any of their Subsidiaries in favor of a Prior Creditor shall be terminated by the applicable Prior Creditor immediately upon
such payment or the satisfaction of the applicable conditions precedent to the satisfaction in full of the Indebtedness or other
liabilities owing to the applicable Prior Creditor; and


 


(ii)copies
of all Settlement Agreements, each duly executed and delivered by the parties signatory thereto, each of which shall be in form
and substance reasonably satisfactory to the Administrative Agent and the Lenders.


 


(c)Evidence
of Solvency. The Administrative Agent shall have received a solvency certificate from the chief executive officer or chief
financial officer of Holdings and the Borrower in substantially the form attached hereto as Exhibit 2.1(c).


 


(d)Required
Information. The Administrative Agent and the Lenders shall have received the financial statements referred to in Section 3.11(a).


(e)Blocked
Account, Equity Related and Personal Property Requirements. The Administrative Agent shall have received:


 






    13 


     


    

 


(i)evidence
that the Borrower has established the Blocked Account;


 


(ii)evidence
that the Organizational Documents of each Credit Party that is a limited liability company or limited partnership organized under
the laws of the United States or a political subdivision thereof have been amended, in form and substance reasonably satisfactory
to the Administrative Agent, to reflect the members’ or partners’, as applicable, election to opt-in to Article 8 of
the UCC, certificate the Stock of such Credit Party and otherwise to accommodate any assignments thereof arising from the exercise
of default remedies by the Secured Parties;


 


(iii)all
certificates or instruments, if any, representing or evidencing the Stock or Stock Equivalents required to be pledged pursuant
to the terms of the Guaranty and Security Agreement, accompanied by instruments of transfer or stock powers undated and endorsed
in blank;


 


(iv)UCC
financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and
United States Copyright Office and such other documents under applicable Requirements of Law in each United States jurisdiction
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to perfect the Liens created, or purported
to be created, by the Collateral Documents; and


 


(v)copies
of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent
reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that
name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit
Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place
of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral
covered or intended to be covered by the Collateral Documents (other than Permitted Liens).


 


(f)Fees
and Expenses. There shall have been paid all fees and expenses required to be paid on the Closing Date pursuant to the Transaction
Documents.


 


(g)Absence
of Litigation. There shall not exist any judgment, decree or order of any Governmental Authority which would prevent the performance
of this Agreement or the transactions contemplated hereby or declare unlawful this Agreement or the transactions contemplated hereby.


 


(h)PATRIOT
Act. The Administrative Agent and the Lenders shall have received, at least five days prior to the Closing Date, all documentation
and other information requested by the Administrative Agent or any Lender and required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.


 


(i)Other
Customary Closing Deliverables. The Administrative Agent and the Lenders shall have received:


 






    14 


     


    

 


(i)a
legal opinion from (A) K&L Gates LLP, designated transactional counsel to the Credit Parties, (B) special Nevada counsel to
the Credit Parties, and (C) special Indiana counsel to the Credit Parties, in each case, in form and substance reasonably satisfactory
to the Administrative Agent;


 


(ii)customary
insurance certificates and endorsements thereto in form and substance reasonably satisfactory to the Administrative Agent naming
the Administrative Agent (on behalf of the Lenders) as an additional insured or loss payee (and mortgagee), as the case may be,
under all insurance policies to be maintained with respect to the properties of the Credit Parties forming part of the Collateral;


 


(iii)a
certificate of a Responsible Officer of each Credit Party dated the Closing Date, certifying (A) that attached thereto is (1) a
true and complete copy of a certificate as to the good standing of each Credit Party (in so-called “long-form” if available),
as of a recent date, from such Secretary of State of the state of its organization (or other applicable Governmental Authority
to the extent available), (2) a true and complete copy of each Organization Document of such Credit Party certified as of a recent
date by the Secretary of State of the state of its organization, (3) is a true and complete copy of resolutions duly adopted by
the board of directors or similar governing body of such Credit Party authorizing the execution, delivery and performance of the
Transaction Documents to which such Credit Party is a party and, in the case of Borrower, the borrowings hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force and effect, and (4) a true and complete copy of
each Material Contract and (B) as to the incumbency and specimen signature of each officer executing any Transaction Document or
any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer
as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (iii));


 


(iv)a
pro forma Compliance Certificate demonstrating, as of the last day of the fiscal period most recently ended for which financial
statements of Holdings have been delivered to the Administrative Agent, compliance with Article VI hereof; and


 


(v)a
certificate signed by a Responsible Officer of the Borrower dated the Closing Date certifying as to an attached (A) detailed sources
and uses statement and funds flow memorandum, including the payment of all fees and expenses in connection therewith, (B) pro
forma equity ownership table of Holdings, and (C) pro forma consolidated balance sheet of Holdings (the “Pro
Forma Balance Sheet”).


 


(j)Tender
Offer. Contemporaneously with the making of the Initial Term Loans, the Tender Offer shall have commenced in accordance with
the Tender Offer Documents.


 


(k)Accuracy
of Representations and Warranties. Each representation or warranty by any Credit Party contained herein or in any other Transaction
Document is true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of
the date the Initial Term Loans are proposed to be funded, except to the extent that such representation or warranty expressly
relates to an earlier date (in which event such representations and warranties were true and correct in all material respects (without
duplication of any materiality qualifier contained therein) as of such earlier date).


(l)No
Defaults or Events of Default. No Default or Event of Default has occurred and is continuing or could reasonably be expected
to result after giving effect to the incurrence of the Initial Term Loans.


 






    15 


     


    

 


(m)General
Diligence. The Administrative Agent shall have completed its business, financial, legal and collateral due diligence of the
Credit Parties, with results satisfactory to the Administrative Agent and the Lenders, including, without limitation (i) the receipt
of a quality of earnings report in form and substance (and issued by a Person) satisfactory to the Administrative Agent and the
Lenders, (ii) a satisfactory review of all contracts of the Credit Parties, and (iii) background checks on such Persons as the
Administrative Agent or any Lender may require.


 


For the purpose of
determining satisfaction with the conditions specified in this Section 2.1, each Lender that has signed and delivered this Agreement
shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 2.1 unless
the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection
thereto.


 


The request by the
Borrower and acceptance by the Borrower of the proceeds of any Term Loan shall be deemed to constitute, as of the date thereof,
(i) a representation and warranty by the Borrower that the conditions in this Section 2.1 have been satisfied and (ii) a reaffirmation
by each Credit Party of the granting and continuance of Administrative Agent’s Liens, on behalf of itself, the Secured Parties,
pursuant to the Collateral Documents.


 


Article
III - REPRESENTATIONS AND WARRANTIES


 


The Credit Parties,
jointly and severally, represent and warrant to the Administrative Agent and each Lender that the following are true, correct and
complete:


 


3.1Corporate
Existence and Power. Each Credit Party and each of their respective Subsidiaries:


 


(a)is
a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;


 


(b)has
the power and authority and all governmental licenses, authorizations, Permits, consents and approvals to own its assets, carry
on its business and execute, deliver, and perform its obligations under, the Transaction Documents to which it is a party;


 


(c)is
duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good
standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business
requires such qualification or license; and


 


(d)is
in compliance with all Requirements of Law;


 


except, in each case
referred to in clause (c) or clause (d), to the extent that the failure to do so would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.


 


3.2Corporate
Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement and
by each Credit Party and each of their respective Subsidiaries of any other Transaction Document to which such Person is party,
have been duly authorized by all necessary action, and do not and will not:


 


(a)contravene
the terms of any of that Person’s Organization Documents;


 






    16 


     


    

 


(b)conflict
with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing
any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental
Authority to which such Person or its Property is subject; or


 


(c)violate
any material Requirement of Law in any material respect.


 


3.3Governmental
Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit
Party or any Subsidiary of any Credit Party of this Agreement or any other Transaction Document except (a) for recordings and filings
in connection with the Liens granted to the Administrative Agent under the Collateral Documents and (b) those obtained or made
on or prior to the Closing Date.


 


3.4Binding
Effect. This Agreement and each other Transaction Document to which any Credit Party or any Subsidiary of any Credit Party
is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against
such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.


 


3.5Litigation.
There are no actions, suits, proceedings, claims or disputes pending, or to the knowledge of each Credit Party, threatened or contemplated,
at law, in equity, in arbitration or before any Governmental Authority, against any Credit Party, any Subsidiary of any Credit
Party or any of their respective Properties which:


 


 


(a)purport
to affect or pertain to this Agreement, any other Transaction Document or any of the transactions contemplated hereby or thereby;
or


 


(b)could
reasonably be expected to result in monetary judgment(s) or relief, individually or in the aggregate, in excess of the Threshold
Amount; or


 


(c)seek
an injunction or other equitable relief which could reasonably be expected to have a Material Adverse Effect.


 


No injunction, writ,
temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting
to enjoin or restrain the execution, delivery or performance of this Agreement or any other Transaction Document, or directing
that the transactions provided for herein or therein not be consummated as herein or therein provided. No Credit Party or any Subsidiary
of any Credit Party is the subject of an audit or, to each Credit Party’s knowledge, any review or investigation by any Governmental
Authority (excluding the IRS and other taxing authorities) concerning the violation or possible violation of any Requirement of
Law.


 


3.6No
Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Credit Party or
the grant or perfection of the Administrative Agent’s Liens on the Collateral. No Credit Party and no Subsidiary of any Credit
Party is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all
such defaults, could reasonably be expected to have any Material Liability.


 


3.7ERISA
Compliance. No Credit Party, no Subsidiary of any Credit Party, nor any of their ERISA Affiliates maintains or contributes
to any Defined Benefit Plan or Multiemployer Plan.


 






    17 


     


    

 


3.8Use
of Proceeds; Margin Regulations. (a) The proceeds of the Term Loans are intended to be and shall be used solely for the purposes
set forth in and permitted by Section 4.10, and are intended to be and shall be used in compliance with Section 5.8.


 


(b)No Credit Party
and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for
the purpose of purchasing or carrying Margin Stock. Proceeds of the Term Loans shall not be used for the purpose of purchasing
or carrying Margin Stock. No Credit Party and no Subsidiary of any Credit Party owns any Margin Stock.


 


3.9Ownership
of Property; Liens. Each of the Credit Parties and each of their respective Subsidiaries has good record and marketable title
in fee simple to, or valid leasehold interests in, all Real Estate, and good and valid title to all owned personal property and
valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their
respective businesses. None of the Property of any Credit Party or any Subsidiary of any Credit Party is subject to any Liens other
than Permitted Liens and no Permitted Lien interferes in any material respect with the ordinary conduct of the businesses of any
Credit Party or any Subsidiary of any Credit Party at any Real Estate.


 


3.10Taxes.
All federal, state, local and foreign income and franchise and other material Tax returns, reports and statements (collectively,
the “Tax Returns”) required to be filed by any Credit Party have been filed with the appropriate Governmental
Authorities, all such Tax Returns are true and correct in all material respects, and all Taxes reflected therein or otherwise due
and payable have been paid prior to the date on which any Liability may be added thereto for non-timely payment thereof except
for those that are contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are
maintained on the books of the appropriate Credit Party in accordance with GAAP. No Tax Return of any Credit Party is under audit
or examination by any Governmental Authority and no written notice of any audit or examination or any written assertion of any
claim for Taxes of any Credit Party has been given or made by any Governmental Authority, which audit, examination or claim has
not been resolved. Proper and accurate amounts have been withheld by each Credit Party from their respective employees for all
periods in material compliance with the Tax, social security and unemployment withholding provisions of applicable Requirements
of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Credit Party is a party to any
tax sharing agreement.


 


3.11Financial
Condition.


 


(a)Each
of (i) the audited consolidated balance sheet of Holdings and its Subsidiaries dated September 30, 2014, and the related audited
consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date,
(ii) the unaudited interim consolidated balance sheet of Holdings and its Subsidiaries dated June 30, 2015, and the related unaudited
consolidated statements of income, shareholders’ equity and cash flows for the nine fiscal months then ended, and (iii) the
unaudited interim consolidated balance sheet of the Borrower and its Subsidiaries dated June 30, 2015, and the related unaudited
consolidated statements of income, shareholders’ equity and cash flows for the nine fiscal months then ended:


 


(i)were
prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly
noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack
of footnote disclosures; and


 






    18 


     


    

 


(ii)present
fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries or the Borrower and its Subsidiaries
(as the case may be) as of the dates thereof and results of operations for the periods covered thereby.


 


(b)The
Pro Forma Balance Sheet delivered on the Closing Date was prepared by Holdings and the Borrower giving pro forma effect
to the funding of the Term Loans and was based on the unaudited consolidated balance sheets of Holdings and its Subsidiaries dated
June 30, 2015.


 


(c)Since
September 30, 2014 there has been no Material Adverse Effect.


 


(d)The
Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no
Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9.


 


(e)All
financial information (other than financial projections) delivered to the Administrative Agent was true and correct in all material
respects on the date such financial information was delivered to the Administrative Agent. No such information is materially misleading
as of the Closing Date or any other date of a Borrowing hereunder (subject to such written supplements and updates thereto as have
been delivered to the Administrative Agent). All financial performance projections delivered to the Administrative Agent, including
the financial performance projections delivered on or prior to the Closing Date, represent the Borrower’s good faith estimate
of future financial performance and are based on assumptions believed by the Borrower to be fair and reasonable in light of current
market conditions, it being acknowledged and agreed by the Administrative Agent and Lenders that projections as to future events
are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from
the projected results.


 


3.12Environmental
Matters. Except where any failures to comply would not reasonably be expected to result in, either individually or in the aggregate,
any Material Liability to the Credit Parties and their Subsidiaries, (a) the operations of each Credit Party and each Subsidiary
of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and
complying with all Permits required by any applicable Environmental Law, (b) no Credit Party and no Subsidiary of any Credit Party
is party to, and no Credit Party and no Subsidiary of any Credit Party and no Real Estate currently (or to the knowledge of any
Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Person is subject to or the
subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation,
suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in
any manner to any Environmental Law, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental
Liabilities has attached to any Property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any
Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching
to any such Property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous
Materials at, to or from any Real Estate, (e) all Real Estate currently (or to the knowledge of any Credit Party previously) owned,
leased, subleased, operated or otherwise occupied by or for any such Credit Party and each Subsidiary of each Credit Party is free
of contamination by any Hazardous Materials and (f) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged
in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows
of any facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law, including receipt
of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and
Liability Act or similar Environmental Laws.


 






    19 


     


    

 


3.13Regulated
Entities. None of any Credit Party, any Person controlling any Credit Party, or any Subsidiary of any Credit Party, is (a)
an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under
the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule
or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its obligations under the Transaction Documents.


 


3.14Solvency.
Both before and after giving effect to (a) the Term Loans made on or prior to the date this representation and warranty is made,
(b) the disbursement of the proceeds of the Term Loans to or as directed by the Borrower and (c) the payment and accrual of all
transaction costs in connection with the foregoing, the Borrower (individually) is, and the Credit Parties (taken as a whole) are,
Solvent.


 


3.15Labor
Relations. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Credit
Party, threatened) against or involving any Credit Party or any Subsidiary of any Credit Party, except for those that would not,
in the aggregate, reasonably be expected to result in any Material Liability. There is no collective bargaining or similar agreement
with any union, labor organization, works council or similar representative covering any employee of any Credit Party or any Subsidiary
of any Credit Party. No petition for certification or election of any such representative is existing or pending with respect to
any employee of any Credit Party or any Subsidiary of any Credit Party. No such representative has sought certification or recognition
with respect to any employee of any Credit Party or any Subsidiary of any Credit Party.


 


3.16Intellectual
Property.


 


(a)Each
Credit Party and each Subsidiary of each Credit Party owns, or is licensed to use, all Intellectual Property necessary to conduct
its business as currently conducted.


 


(b)The
conduct and operations of each Credit Party and each Subsidiary of each Credit Party does not, to the best knowledge of the Credit
Parties (after due inquiry), infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any
other Person and no other Person has contested any right, title or interest of any Credit Party or any Subsidiary of any Credit
Party in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Transaction
Documents and the transactions contemplated therein and would not, in the aggregate, reasonably be expected to result in any Material
Liability.


 


3.17Brokers’
Fees. None of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any
finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.


 


3.18Insurance.
Each of the Credit Parties and each of their respective Subsidiaries and their respective Properties are insured with reputable
insurance companies which are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses of the same size and character as the business of the Credit
Parties and, to the extent relevant, owning similar Properties in localities where such Person operates. A true and complete listing
of such insurance, including issuers, coverages and deductibles is set forth on Schedule 3.18.


 


3.19Ventures,
Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, no Credit Party and no Subsidiary of
any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued
and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized
and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock
Equivalents of the Borrower and Subsidiaries of the Borrower, those in favor of Administrative Agent, for the benefit of the Secured
Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
All of the issued and outstanding Stock of each Credit Party is owned by each of the Persons and in the amounts set forth in Schedule
3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants
or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of
its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries.


 






    20 


     


    

 


3.20Full
Disclosure. None of the representations or warranties made by any Credit Party or any of their Subsidiaries in the Transaction
Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each
exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any of their Subsidiaries in connection
with the Transaction Documents (including the offering and disclosure materials, if any, delivered by or on behalf of any Credit
Party to the Administrative Agent or the Lenders prior to the Closing Date), contains any untrue statement of a material fact or
omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading as of the time when made or delivered.


 


3.21Foreign
Assets Control Regulations and Anti-Money Laundering. Each Credit Party and each Subsidiary of each Credit Party is in compliance
in all material respects with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by
the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money
laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit
Party, no Subsidiary of a Credit Party, and no director, officer, employee, agent, or affiliate of a Credit Party or any Subsidiary
thereof is an individual or entity (each, a “Designated Person”) that is, or is owned or controlled by
Designated Persons that are, the subject of any list-based or territorial sanctions administered or enforced by OFAC, the U.S.
Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions
authority (collectively, “Sanctions”).


 


3.22Patriot
Act; FCPA. Each Credit Party and each Subsidiary of each Credit Party is in compliance with (a) the Trading with the Enemy
Act, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation
or executive order relating thereto, (b) the Patriot Act and (c) other federal or state laws relating to “know your customer”
and anti-money laundering rules and regulations. No Credit Party or Subsidiary of a Credit Party nor, to the knowledge of the Credit
Parties, any director, officer, agent, employee or other person acting on behalf of a Credit Party or any of its Subsidiaries has
taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable anti-corruption
law (and the Credit Parties have instituted and maintain policies and procedures designed to promote and achieve continued compliance
therewith). No part of the proceeds of any Term Loan will be used directly or indirectly for any payments to any government official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or any other
applicable anti-corruption law (and the Credit Parties have instituted and maintain policies and procedures designed to ensure
continued compliance therewith).


 


3.23Collateral
Representations.


 


(a)The
provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured
Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the
respective Credit Parties in the Collateral described therein. Except for filings and such other actions completed prior to, or
contemporaneously with, the Closing Date and as otherwise contemplated hereby and by the Collateral Documents, no filing or other
action will be necessary to perfect such Liens.


 






    21 


     


    

 


(b)Set
forth on Schedule 3.23(b) is each Credit Party’s jurisdiction of organization (currently and for the preceding five years),
legal name (currently and for the preceding five years), federal employer identification number and organizational identification
number, if any.


 


(c)Set
forth on Schedule 3.23(c) is a list of all registered or issued Intellectual Property (including all applications for registration
and issuance) in which any Credit Party has any right, title or interest (including the name/title, current owner, registration
or application number, and registration or application date), but excluding therefrom any commercially available software licenses.


 


(d)Set
forth on Schedule 3.23(d) is a description of all documents, instruments, and tangible chattel paper of the Credit Parties.


 


(e)Set
forth on Schedule 3.23(e) is a description of all deposit accounts and securities accounts of the Credit Parties, including the
name of (i) the applicable Credit Party, (ii) in the case of a deposit account, a description of the purpose of such account, and
(iii) in the case of a securities account, the securities intermediary or issuer, as applicable.


 


(f)Set
forth on Schedule 3.23(f) is a description of all electronic chattel paper and letter-of-credit rights of the Credit Parties, including
the name of (i) the applicable Credit Party, (ii) in the case of electronic chattel paper, the account debtor and (iii) in the
case of letter-of-credit rights, the issuer or nominated person, as applicable.


 


(g)Set
forth on Schedule 3.23(g) is a description of all commercial tort claims of the Credit Parties.


 


(h)Set
forth on Schedule 3.23(h) is a list of all Stock and Stock Equivalents required to be pledged to the Administrative Agent pursuant
to the Collateral Documents (in each case, detailing the grantor thereof, the Person whose Stock or Stock Equivalents are pledged,
the number of shares of each class of Stock, the certificate number, if any) and percentage ownership of outstanding shares of
each class of Stock and the class or nature of such Stock (i.e. voting, non-voting, preferred, etc.).


 


(i)Set
forth on Schedule 3.23(i) is a list of (i) the chief executive office of each Credit Party, (ii) each other location where any
significant administrative functions are performed on behalf of any Credit Party, (iii) each other location where a Credit Party
maintains any books or records (electronic or otherwise) and (iv) each location where any material personal property Collateral
is located at any premises owned or leased by a Credit Party (in each case, including (A) an indication if such location is leased
or owned, (B), if leased, the name of the lessor, and if owned, the name of the Credit Party owning such property, and (C) the
address of such property (including, the city, county, state and zip code)). Schedule 3.23(i) also describes any purchase options,
rights of first refusal or other similar contractual rights pertaining to any Real Estate.


 


 (j)Set
forth on Schedule 3.23(j) is a complete and accurate list of all Material Contracts of each Credit Party.


 






    22 


     


    

 


3.24Status
of Intermediate Holdings and Holdings. Intermediate Holdings has not engaged in any business activities and does not own any
Property other than (i) ownership of the Stock and Stock Equivalents of the Credit Parties listed on Schedule 3.19 and assets incidental
thereto, (ii) activities and contractual rights incidental to maintenance of its corporate existence or operation as a holding
company and (iii) performance of its obligations under the Loan Documents to which it is a party. Holdings has not engaged in any
business activities and does not own any Property other than (i) ownership of the Stock and Stock Equivalents of the Credit Parties
listed on Schedule 3.19 and assets incidental thereto, (ii) activities and contractual rights incidental to maintenance of its
corporate existence or operation as a holding company and (iii) performance of its obligations under the Transaction Documents
to which it is a party.


 


Article
IV - AFFIRMATIVE COVENANTS


 


Each Credit Party covenants
and agrees that until the Facility Termination Date:


 


4.1Financial
Statements. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting
established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity
with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are
subject to normal year-end adjustments). Holdings and the Borrower shall deliver to the Administrative Agent (and each Lender)
and in detail reasonably satisfactory:


 


(a)as
soon as available, but not later than one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance
sheets of Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the
figures for the previous Fiscal Year, and accompanied by the report of any independent certified public accounting firm reasonably
acceptable to the Administrative Agent which report shall (A) contain an unqualified opinion, stating that such consolidated financial
statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied
on a basis consistent with prior years and (B) not include any explanatory paragraph expressing substantial doubt as to going concern
status;


 


(b)as
soon as available, but not later than forty-five (45) days after the end of each Fiscal Quarter of each year (including the last
Fiscal Quarter of each year), unaudited consolidated balance sheets of Holdings and its Subsidiaries, and the related consolidated
statements of income and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each
in form reasonably satisfactory to Administrative Agent and certified on behalf of Holdings by an appropriate Responsible Officer
of Holdings as fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of
operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and


 


(c)as
soon as available, but not later than thirty (30) days after the end of each fiscal month of each year (other than a month that
is also the end of a Fiscal Quarter), unaudited consolidated statements of income of Holdings and its Subsidiaries as of the end
of such fiscal month and for the portion of the Fiscal Year then ended, each in form reasonably satisfactory to Administrative
Agent and certified on behalf of Holdings by an appropriate Responsible Officer of Holdings as fairly presenting, in all material
respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject
to normal year-end adjustments and absence of footnote disclosures.


 






    23 


     


    

 


4.2Certificates;
Other Information. Holdings and the Borrower shall furnish to the Administrative Agent and each Lender:


 


(a)together
with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a management discussion and analysis report,
in reasonable detail, signed by the chief executive officer and/or chief financial officer of Holdings, describing the operations
and financial condition of the Credit Parties and their Subsidiaries for the fiscal month and the portion of the Fiscal Year then
ended (and for the Fiscal Year then ended in the case of annual financial statements), and a report (i) setting forth in comparative
form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the
most recent projections for the current Fiscal Year delivered pursuant to Section 4.2(d) and discussing the reasons for any significant
variations and (ii) containing a reasonably detailed summary of key performance indicators and operating metrics consistent with
past practices of Holdings;


 


(b)concurrently
with the delivery of the financial statements referred to in Sections 4.1(a), 4.1(b) and 4.1(c) above, a fully and properly completed
certificate in the form of Exhibit 4.2(b) (a “Compliance Certificate”), certified on behalf of Holdings
by a Responsible Officer of Holdings;


 


(c)promptly
after the same are sent, copies of all financial statements and reports which any Credit Party sends to its shareholders or other
equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular,
periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor
or similar Governmental Authority;


 


(d)as
soon as available and in any event no later than 30 days after the first day of each Fiscal Year of Holdings, projections of the
Credit Parties’ (and their Subsidiaries’) financial performance for the then current Fiscal Year on a consolidated
basis and otherwise on a month-by-month basis (in a form, and consistent with the scope and detail, provided to the Lenders prior
the Closing Date);


 


(e)promptly
upon receipt thereof, copies of any reports submitted by Holdings’ certified public accountants in connection with each annual,
interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party made
by such accountants;


 


(f)within
one-hundred and twenty (120) days after the end of each Fiscal Year, at the request of the Required Lenders and, upon reasonable
prior notice, an in-person meeting or telephonic conference with all Lenders who choose to participate, at which meeting the financial
results of the previous Fiscal Year, the financial condition of Holdings and its Subsidiaries and the projections presented for
the current Fiscal Year of Holdings shall be reviewed; and


 


(g)promptly,
such additional business, financial, corporate affairs, perfection certificates and other information as the Administrative Agent
may from time to time reasonably request.


 


4.3Notices.
Holdings and the Borrower shall notify promptly the Administrative Agent (and each Lender) in writing of each of the following
(and in no event later than three (3) Business Days after a Responsible Officer becomes aware thereof):


 


(a)the
occurrence or existence of any Default or Event of Default;


 


(b)any
breach or non-performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit
Party, or any violation of, or non-compliance with, any Requirement of Law, or any other event or circumstance, which could reasonably
be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach,
non-performance, default, violation, non-compliance, event or circumstance and the steps, if any, such Person has taken, is taking
or proposes to take in respect thereof;


 






    24 


     


    

 


(c)any
dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary
of any Credit Party and any Governmental Authority which could reasonably be expected to result, either individually or in the
aggregate, in a Material Adverse Effect;


 


(d)the
commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any
Credit Party or its respective property (i) in which the amount of damages claimed is greater than the Threshold Amount, (ii) which
could reasonably be expected to result in any Material Liability, or (iii) in which the relief sought is an injunction or other
stay of the performance of this Agreement, any other Transaction Document or any Material Contract;


 


(e)(i)
the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law,
(ii)(A) unpermitted Releases, (B) the existence of any condition that could reasonably be expected to result in violations of or
Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit,
proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law which in the case of
clauses (A), (B) and (C) above, in the aggregate for all such clauses, could reasonably be expected to result in any Material Liability,
(iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of
any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease
of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in Material Liability;


 


(f)any
termination, lapse or default under any Material Contract;


 


(g)any
material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;
and


 


(h)the
creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent,
including any capital contribution in respect thereof, other than stock options issued pursuant to an existing plan of a Credit
Party or any Stock issued upon the exercise of any such stock options.


 


Each notice pursuant
to this Section shall be accompanied by a statement by a Responsible Officer of Holdings and the Borrower, setting forth details
of the occurrence referred to therein (including, with respect to notices delivered under Section 4.3(a), the particular clauses
of this Agreement and/or other Transaction Documents that have been breached or violated), and stating what action the Borrower
or other Person proposes to take with respect thereto and at what time.


 


4.4Preservation
of Corporate Existence, Etc. Each Credit Party shall, and shall cause each of its Subsidiaries to:


 


(a)preserve
and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation,
organization or formation, as applicable, except as permitted by Section 5.3;


 






    25 


     


    

 


(b)preserve
and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the
normal conduct of its business except as permitted by Sections 5.2 and 5.3;


 


(c)use
its commercially reasonable efforts, in the Ordinary Course of Business, to preserve its business organization and preserve the
goodwill and business of the customers, suppliers and others having material business relations with it;


 


(d)preserve
or renew all of its Intellectual Property the non-preservation of which could reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; and


 


(e)conduct
its business and affairs without infringement of or interference with any Intellectual Property of any other Person in any respect
and shall comply in all respects with the terms of its IP Licenses except, in each case, as would not reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.


 


4.5Maintenance
of Property. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property
which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all
necessary repairs thereto and renewals and replacements thereof.


 


4.6Insurance.


 


(a)Each
Credit Party shall, and shall cause each of its Subsidiaries to, (i) maintain or cause to be maintained in full force and effect
all policies of insurance of any kind with respect to the Property and businesses of the Credit Parties and such Subsidiaries (including
policies of fire, theft, product liability, public liability, Flood Insurance, casualty, employee fidelity, workers’ compensation,
business interruption and employee health and welfare insurance and with financially sound and reputable insurance companies or
associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient and
as is customarily carried by businesses of the size and character of the business of the Credit Parties and (ii) cause all such
insurance relating to any Property or business of any Credit Party to name Administrative Agent as additional insured or lenders
loss payee as agent for the Lenders, as appropriate. All policies of insurance on real and personal Property of the Credit Parties
will contain an endorsement, in form and substance acceptable to Administrative Agent, showing loss payable to Administrative Agent
(Form CP 1218 or equivalent and naming the Administrative Agent as lenders loss payee as agent for the Lenders) and (to the extent
applicable) business interruption endorsements. Such endorsement, or an independent instrument furnished to Administrative Agent,
will provide that the insurance companies will give Administrative Agent at least 30 days’ prior written notice before any
such policy or policies of insurance shall be canceled. Each Credit Party shall direct all present and future insurers under its
policies of property insurance to pay all proceeds payable thereunder directly to Administrative Agent, subject to Section 1.6(b).
If any insurance proceeds are paid by check, draft or other instrument payable to any Credit Party and Administrative Agent jointly,
Administrative Agent may endorse such Credit Party’s name thereon and do such other things as Administrative Agent may deem
advisable to reduce the same to cash. Administrative Agent reserves the right at any time, upon review of each Credit Party’s
risk profile, to require additional forms and limits of insurance. Notwithstanding the requirement in clause (i) above, Flood Insurance
shall not be required for (x) Real Estate not located in a Special Flood Hazard Area, or (y) Real Estate located in a Special Flood
Hazard Area in a community that does not participate in the National Flood Insurance Program.


 






    26 


     


    

 


(b)As
long as the Credit Parties provide the Administrative Agent with evidence of the insurance coverage required by this Agreement
(including Flood Insurance, if applicable), the Administrative Agent may not purchase insurance (including Flood Insurance) at
the Credit Parties’ expense. Any insurance permissibly obtained by the Administrative Agent may, but need not, protect the
Credit Parties’ and their Subsidiaries’ interests. The Borrower may later cancel any insurance purchased by the Administrative
Agent, but only after providing the Administrative Agent with evidence that there has been obtained insurance as required by this
Agreement. If the Administrative Agent purchases insurance which the Credit Parties are required to maintain and have not provided
evidence thereof to the Administrative Agent as required hereunder, the Credit Parties will be responsible for the costs of that
insurance, including interest and any other charges the Administrative Agent may impose in connection with the placement of insurance,
until the effective date of the cancellation or expiration of the insurance. The costs of the insurance shall be added to the Obligations.
The costs of the insurance may be more than the cost of insurance the Borrower may be able to obtain on its own.


 


4.7Payment
of Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, pay, discharge and perform as the same
shall become due and payable or required to be performed, all their respective obligations and liabilities, including:


 


(a)all
Tax liabilities, unless either (i) the same are being contested in good faith by appropriate proceedings diligently prosecuted
which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person
or (ii) the aggregate amount of all such Tax liabilities at any one time that remain unsatisfied after becoming due and payable
do not exceed $50,000;


 


(b)all
lawful claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith
by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of any Lien and for which adequate reserves
in accordance with GAAP are being maintained by such Person;


 


(c)all
Indebtedness, as and when due and payable, but subject to any subordination provisions contained herein, in any other Transaction
Documents and/or in any instrument or agreement evidencing such Indebtedness, other than any Indebtedness that is being contested
in good faith; and


 


(d)the
performance of all obligations under any Contractual Obligation to which such Credit Party or any of its Subsidiaries is bound,
or to which it or any of its Property is subject, except where the failure to perform would not reasonably be expected to have,
either individually or in the aggregate, any Material Liability.


 


4.8Compliance
with Laws. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Requirements
of Law of any Governmental Authority having jurisdiction over it or its business.


 


4.9Inspection
of Property and Books and Records. Each Credit Party shall maintain and shall cause each of its Subsidiaries to maintain proper
books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made
of all financial transactions and matters involving the assets and business of such Person. Each Credit Party shall, and shall
cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business hours and
upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall
be required and the Administrative Agent shall have access at any and all times during the continuance thereof): (a) provide access
to such property to the Administrative Agent and any of its Related Persons, as frequently as the Administrative Agent determines
to be appropriate; and (b) permit the Administrative Agent and any of its Related Persons to conduct field examinations, audit,
inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and
records, and evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through
any medium that the Administrative Agent considers advisable, in each instance, at the Credit Parties’ expense; provided
the Credit Parties shall only be obligated to reimburse the Administrative Agent for the expenses of one such field examination,
audit and inspection per calendar year or more frequently if an Event of Default has occurred and is continuing. Any Lender may
accompany the Administrative Agent or its Related Persons in connection with any inspection at such Lender’s expense.


 






    27 


     


    

 


4.10Use
of Proceeds. The Borrower shall use the proceeds of the Term Loans as follows: (a) with respect to the Initial Term Loans,
on the Closing Date, first, to refinance Prior Indebtedness; second, to fund the Blocked Account in the amount set
forth in the annex to the Notice of Borrowing issued in respect of the Initial Term Loans (a portion of which will be applied to
fund the purchase of the Senior Secured Notes in accordance with the Tender Offer Documents); third, to pay costs and expenses
required to be paid pursuant to Section 2.1; and finally, for corporate purposes not prohibited by this Agreement or any
other Transaction Document, and (b) with respect to the Additional Term Loans, first, to pay costs and expenses required
to be paid or reimbursed in accordance with the terms of the Loan Documents; second, to refinance Prior Indebtedness; third,
to fund the Blocked Account in the amount to be set forth in the annex to the Notice of Borrowing to be issued in respect of the
Additional Term Loans (a portion of which may be applied to fund the purchase of the Senior Secured Notes in accordance with the
Tender Offer Documents); and finally, for corporate purposes not prohibited by this Agreement or any other Transaction Document.
The Borrower shall not, directly or indirectly, use the proceeds of the Term Loans, or lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or other Person in any manner that would result in a violation of the laws,
regulations and executive orders referred to in Section 3.21 and Section 3.22.


 


4.11Cash
Management Systems; Blocked Account.


 


(a)Each
Credit Party shall cause each depository, securities intermediary or commodities intermediary to enter into Control Agreements
with respect to each deposit, securities, commodity or similar account maintained by such Credit Party, other than any such account
constituting an Excluded Account.


 


(b)The
Borrower shall, during each six month period following the Closing Date (commencing with the six month period ending April 28,
2016 and each six month period thereafter), deposit $300,000 into the Blocked Account and, contemporaneously therewith, provide
evidence to the Administrative Agent of such deposit.


 


(c)The
Administrative Agent shall (and hereby agrees to) instruct the depository bank maintaining the Blocked Account to release to the
Borrower an amount sufficient to allow Holdings to repurchase Senior Secured Notes accepted by Holdings for purchase in accordance
with the Tender Offer Documents (as in effect on the Closing Date or otherwise as amended or waived with the prior written consent
of the Administrative Agent) so long as:


 


(i)no
Event of Default has occurred and is continuing or would result therefrom;


 


(ii)prior
to the expiry of the Tender Offer the aggregate amount distributed from the Blocked Account in order to repurchase the Senior Secured
Notes does not exceed $1,420,000; and


 






    28 


     


    

 


(iii)the
Administrative Agent shall have received evidence that (1) the holders of at least 80% in aggregate principal amount of the Senior
Secured Notes have properly tendered for purchase, and not withdrawn, their Senior Secured Notes in accordance with the Tender
Offer Documents (as in effect on the Closing Date or otherwise as amended or waived with the prior written consent of the Administrative
Agent), (2) Holdings has accepted for purchase all such Senior Secured Notes, and (3) all other conditions set forth in the Tender
Offer Documents (as in effect on the Closing Date or otherwise as amended or waived with the prior written consent of the Administrative
Agent) to Holdings’ obligation to purchase any Senior Secured Notes properly tendered (and not properly withdrawn) have been
satisfied (or waived with the prior written consent of the Administrative Agent).


 


(d)The
Administrative Agent shall (and hereby agrees to) instruct the depository bank maintaining the Blocked Account to release to the
Borrower $400,000 in conjunction with the initial release of funds from Blocked Account pursuant to Section 4.11(c).


 


(e)The
Administrative Agent shall (and hereby agrees to) instruct the depository bank maintaining the Blocked Account to release to the
Borrower $325,000 from the Blocked Account so long as:


 


(i)no
Event of Default has occurred and is continuing or would result therefrom;


 


(ii)the
Lenders have funded the Additional Term Loans (and the proceeds thereof were not otherwise used to satisfy the Credit Parties’
obligations under the Settlement Agreements); and


 


(iii)the
Borrower applies the proceeds thereof to the satisfaction of the Credit Parties’ obligations under the Settlement Agreements.


(f)The
Administrative Agent shall (and hereby agrees to) instruct the depository bank maintaining the Blocked Account to release to the
Borrower $1,000,000 from the Blocked Account so long as:


 


(i)no
Event of Default has occurred and is continuing or would result therefrom;


 


(ii)the
Lenders have funded the Additional Term Loans;


 


(iii)the
Borrower shall have provided a copy of the relevant task order authorizing the Borrower to commence work on the Google San Jose
project in accordance with the Google San Jose Contract; and


 


(iv)the
proceeds of the distribution from the Blocked Account are used exclusively by the Borrower to pay the direct costs of the Borrower
associated with the Borrower’s performance of its obligations under the Google San Jose Contract in respect of the Google
San Jose project.


 






    29 


     


    

 


4.12Further
Assurances.


 


(a)Each
Credit Party shall ensure that all written information, exhibits and reports furnished to the Administrative Agent or the Lenders
will not contain any untrue statement of a material fact and will not omit to state any material fact or any fact necessary to
make the statements contained therein not misleading in light of the circumstances in which made, and will promptly disclose to
the Administrative Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document
or in the execution, acknowledgement or recordation thereof.


 


(b)Promptly
upon request by the Administrative Agent, the Credit Parties shall (and, subject to the limitations set forth herein and in the
Collateral Documents, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as the
Administrative Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement
or any other Loan Document, (ii) to subject to the Liens created by any of the Collateral Documents any of the Property, rights
or interests covered by any of the Collateral Documents, (iii) to perfect and maintain the validity, effectiveness and priority
of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign,
transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to
the Secured Parties under any Loan Document. Without limiting the generality of the foregoing:


 


(i)in
connection with the formation or acquisition of any Subsidiary (other than an Excluded Subsidiary), within 20 Business Days of
the formation or acquisition of any such Subsidiary, such Subsidiary shall guaranty the Obligations and grant a Lien in (subject
to the limitations set forth herein and in the Collateral Documents) all of such Subsidiary’s Property (other than Excluded
Property) to secure the Obligations and each Credit Party shall pledge all of the Stock and Stock Equivalents of such Subsidiary
owned by such Credit Party (other than Stock and Stock Equivalents that constitute Excluded Property) to the Administrative Agent,
for the benefit of the Secured Parties, to secure the Obligations; in furtherance of the foregoing:


 


(A)the
Credit Parties shall deliver, or cause to be delivered, to the Administrative Agent, appropriate resolutions, secretary certificates,
certified Organization Documents and, if requested by the Administrative Agent, legal opinions relating to the matters described
in this Section 4.12(b) (which opinions shall be in form and substance reasonably acceptable to the Administrative Agent and, to
the extent applicable, substantially similar to the opinions delivered on the Closing Date), in each instance with respect to each
Subsidiary formed or acquired after the Closing Date; and


 


(B)the
Credit Parties shall deliver, or cause to be delivered, to the Administrative Agent, irrevocable proxies and stock powers and/or
assignments, as applicable, duly executed in blank;


 


(ii)in
the event any Credit Party acquires any Material Real Estate, or any existing Real Estate becomes Material Real Estate, within
sixty (60) days after (or such later date as may be agreed by the Administrative Agent in its sole discretion) such occurrence,
such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent (A) a Mortgage,
(B) all applicable Real Estate Support Documents, and (C) if requested by the Administrative Agent opinions of counsel (in form
and substance satisfactory to the Administrative Agent) and a survey, in each case with respect to any such Material Real Estate
and otherwise cause to be satisfied all other Real Estate Collateral Requirements;


 






    30 


     


    

 


(iii)in
addition to the obligations set forth in Section 4.6(a), within forty-five (45) days after written notice from the Administrative
Agent to the Credit Parties that any Real Estate is located in a Special Flood Hazard Area, the Credit Parties shall satisfy the
Flood Insurance requirements of Section 4.6(a);


 


(iv)each
Credit Party shall, at the Administrative Agent’s request, use commercially reasonable efforts to obtain any required consents
from any Person with respect to any permit, license or Contractual Obligation with such Person that requires such consent as a
condition to the creation by such Credit Party of a Lien in favor of, or the effective exercise of remedies by, the Administrative
Agent in any right, title or interest of such Credit Party in such permit, license or Contractual Obligation;


 


(v)each
Credit Party shall use, in connection with the negotiation of any Material Contracts, its commercially reasonable efforts (A) to
include in all such agreements the consent of the applicable Credit Party’s counterparty thereto to the grant of a Lien in
favor of the Administrative Agent and the exercise of remedies by the Administrative Agent with respect thereto and (B) to eliminate
any provisions therein that would result in the default or termination of any such agreement upon the exercise of remedies by the
Administrative Agent in respect of any Collateral;


 


(vi)the
Credit Parties shall use commercially reasonable efforts to maintain Collateral Access Agreements in place at all times with respect
to the chief executive office of the Credit Parties and each other location where the Credit Parties hold or maintain any material
books and records; and


 


(vii)within
two (2) Business Days of the date that all of the Senior Secured Notes have been repaid in full in cash, Holdings shall comply
with the provisions of Section 4.12(b)(i) to the extent necessary to cause Holdings to grant a Lien in favor of the Administrative
Agent in all its Property.


 


4.13Environmental
Matters. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with, and maintain its Real Estate, whether
owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by
implementing any Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental
Authority except where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a
Material Liability. Without limiting the foregoing, if an Event of Default is continuing or if the Administrative Agent at any
time has a reasonable basis to believe that there exist violations of Environmental Laws by any Credit Party or any Subsidiary
of any Credit Party or that there exist any Environmental Liabilities, then each Credit Party shall, promptly upon receipt of request
from the Administrative Agent (accompanied by an explanation of the reason for the request), cause the performance of, and allow
the Administrative Agent and its Related Persons access to such Real Estate for the purpose of conducting, such environmental audits
and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case
as the Administrative Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted
by the Administrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting
firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative
Agent.


 


4.14Post-Closing
Milestones Each Credit Party shall, and shall cause each of its Subsidiaries to, satisfy and perform, on or prior to the dates
required by the terms of Schedule 4.14 (as extended, in writing, by the Administrative Agent, which the Administrative Agent may
do without obtaining consent of the Lenders), each of the milestones specified on Schedule 4.14.


 






    31 


     


    

 


4.15Material
Contracts. Each Credit Party shall, and shall cause each of its Subsidiaries to (a) perform and observe in all material respects
all the terms and provisions of each Material Contract to be performed or observed by it, (b) maintain each such Material Contract
in full force and effect (unless such Credit Party determines that it is in the best interests of such Credit Party to terminate
such Material Contract in accordance with its terms, such Material Contract has lapsed in accordance with its stated term or has
been breached by any counterparty thereto), (c) enforce, to the extent the Borrower elects to do so in the exercise of its reasonable
business judgment, each such Material Contract in accordance with its terms, and (d) if an Event of Default has occurred and is
continuing, take all such actions to such end as may be from time to time reasonably requested by the Administrative Agent and,
upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for
information and reports or for action as any Credit Party or any of its Subsidiaries is entitled to make under such Material Contract.


 


4.16Information
Rights. For so long as any principal or interest remains due and unpaid under and pursuant to the Term Loans, the Lenders shall
be entitled to receive copies of all materials distributed to participants at all meetings of the board of directors or similar
governing body of Holdings, subject to exceptions in respect of disclosures that (a) would otherwise (i) vitiate any applicable
attorney-client privilege or (ii) violate any applicable fiduciary duty or confidentiality obligation due to another party or (b)
relate to any matter in which a Lender or any affiliate thereof has a business or financial interest.


 


4.17Board
Observer Rights.


(a)Subject
to the terms and conditions set forth herein, the Lateral Entities (collectively) and the WP Entities (collectively) shall each
have rights to send one non-voting representative on its behalf (each, an “Observer”) to attend all meetings
of the Board of Directors of Holdings, including all committees thereof, solely in a non-voting observer capacity, so long as (in
the case of the Observer to be appointed by the Lateral Entities) a Lateral Entity is a Lender or holds any Lateral Stock and (in
the case of the Observer to be appointed by the WP Entities) a WP Entity is a Lender or holds any Lateral Stock.


 


(b)Holdings
will furnish to each Observer copies of all notices, minutes, consents, board package materials and other materials that it generally
makes available to its Board of Directors as and when such materials are provided to its Board of Directors. Each Observer may
participate in discussions of matters under consideration by the Board of Directors and any matters brought before any committee
thereof, but will not be entitled to vote on any matter presented to the Board of Directors; provided, however, that a majority
of the Board shall have the right, after deliberation in a closed session in which they can exclude each Observer, to exclude an
Observer from portions of meetings of the Board of Directors or any committee thereof or omit to provide an Observer with certain
information to the extent that a majority of the members of the Board of Directors believe in good faith after consultation with
counsel that such exclusion or omission is necessary in order to preserve any attorney-client privilege, attorney-work product
privilege or other similar legal privileges or such attendance or distribution of materials is otherwise prohibited by applicable
law.


 


(c)The
Lateral Entities shall have the right to remove and replace its Observer in their sole discretion and to designate a substitute
representative at any time.


 






    32 


     


    

 


(d)The
WP Entities shall have the right to remove and replace its Observer in their sole discretion and to designate a substitute representative
at any time.


 


(e)Holdings
shall reimburse each Observer for any reasonable expenses or charges incurred by such Observer in the performance of its duties
as an Observer hereunder.


 


(f)The
provisions of this Section 4.17 shall survive the repayment in full in cash of the Term Loans.


 


Article
V - NEGATIVE COVENANTS


 


Each Credit Party covenants
and agrees that until the Facility Termination Date:


 


5.1Limitation
on Liens. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly,
make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or
hereafter acquired, other than the following (“Permitted Liens”):


 


(a)any
Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule
5.1 securing Indebtedness outstanding on such date and permitted by Section 5.5(c), including replacement Liens on the Property
currently subject to such Liens securing Indebtedness permitted by Section 5.5(c);


 


(b)any
Lien created under any Loan Document;


 


(c)Liens
for Taxes (i) which are not past due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section
4.7;


 


(d)carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens (including
Liens customarily granted in favor of laboratories) arising in the Ordinary Course of Business which are not delinquent for more
than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings
diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and
for which adequate reserves in accordance with GAAP are being maintained; provided, that, all such Liens are limited to
the goods provided or to the goods relating to which services were rendered;


 


(e)Liens
(other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection
with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of
tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts,
performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money)
or to secure liability to insurance carriers;


 


(f)Liens
consisting of judgment or judicial attachment liens (other than for payment of Taxes), provided that the enforcement of such Liens
is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Credit Parties and their
Subsidiaries that do not constitute an Event of Default under Section 7.1(h).


 


(g)easements,
rights of way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances incurred
in the Ordinary Course of Business which, either individually or in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the
ordinary conduct of the businesses of any Credit Party or any Subsidiary of any Credit Party;


 






    33 


     


    

 


(h)Liens
on any equipment acquired or held by the Borrower securing Indebtedness incurred or assumed for the purpose of financing (or refinancing)
all or any part of the cost of acquiring such equipment and permitted under Section 5.5(d); provided, that:


 


(i)any
such Lien attaches to the equipment concurrently with or within ninety (90) days after the acquisition thereof;


 


(ii)such
Lien attaches solely to the equipment so acquired in such transaction and the proceeds thereof;


 


(iii)the
principal amount of the debt secured thereby does not exceed 100% of the cost of such equipment; and


 


(iv)such
equipment is readily identifiable and severable from the Collateral without material expense;


 


(i)any
interest or title of a real estate or operating lease lessor or sublessor under any lease permitted by this Agreement;


 


(j)Liens
arising from the filing of precautionary uniform commercial code financing statements with respect to any lease permitted by this
Agreement;


 


(k)non-exclusive
licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party
or any Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering
with the business of the Credit Parties or any of their Subsidiaries;


 


(l)Liens
in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located
in the State of New York, under Section 4-208 of the UCC;


 


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


 


(n)other
Liens on any property of Holdings or any of its Subsidiaries securing any of their Indebtedness or their other liabilities; provided,
however, that (i) such Liens do not attach to the Stock or Stock Equivalents of the Borrower and (ii) the aggregate outstanding
principal amount of all such Indebtedness and other liabilities shall not exceed $50,000 at any time.


 


5.2Disposition
of Assets. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly,
sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including
the Stock of any Subsidiary of any Credit Party, whether in a public or private offering or otherwise, and accounts and notes receivable,
with or without recourse) or enter into any agreement to do any of the foregoing, except:


 


(a)dispositions
of inventory, or worn out or surplus equipment, all in the Ordinary Course of Business;


 






    34 


     


    

 


(b)dispositions
not otherwise permitted hereunder which are made for fair market value; provided, that:


 


(i)at
the time of such disposition, no Event of Default shall exist or shall result from such disposition;


 


(ii)such
disposition does not involve (A) the sale or issuance of Stock or Stock Equivalents of any Subsidiary of any Credit Party or (B)
a disposition by the Borrower to another Credit Party;


 


(iii)not
less than 75% of the aggregate sales price from such disposition shall be paid in cash; and


 


(iv)the
aggregate fair market value of all assets sold by the Credit Parties and their Subsidiaries in reliance upon this clause (b) shall
not exceed $200,000 in any Fiscal Year;


 


(c)dispositions
of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and conversions
of Cash Equivalents into cash or other Cash Equivalents;


 


(d)transactions
permitted under Section 5.1(k);


 


(e)the
leasing, as lessor, of real or personal property, or the assignment or sublease for fair value of leasehold interests, in each
case no longer used or useful in the business of the Credit Parties and their Subsidiaries and otherwise in the Ordinary Course
of Business;


 


(f)(i)
sales or dispositions of equipment to the extent such equipment is exchanged for credit against the purchase price of similar or
upgraded replacement equipment, or the proceeds of such sales or dispositions are applied to the purchase price of similar or upgraded
replacement equipment; and (ii) sales or dispositions of equipment that secure Capital Lease Obligations or other purchase money
obligations otherwise permitted to exist pursuant to Section 5.1(h);


 


(g)sales
or dispositions by any Credit Party (other than the Borrower) to the Borrower or another Credit Party; and


 


(h)transactions
otherwise permitted by Section 5.3.


 


Anything contained
herein to the contrary notwithstanding (a) no Credit Party shall issue any Stock or Stock Equivalents if such issuance would result
in an Event of Default under Section 7.1(k), (b) no Subsidiary of a Credit Party shall sell or issue any Stock or Stock Equivalents
to any Person other than to Holdings or a Wholly-Owned Subsidiary of Holdings, (c) no Credit Party may sell or issue any Stock
or Stock Equivalents to any Person other than to another Credit Party, and (d) the Borrower may not issue any Stock or Stock Equivalents
to any Person other than Intermediate Holdings.


 


5.3Consolidations
and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, consolidate
with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all
or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, and except upon not
less than five (5) Business Days prior written notice to the Administrative Agent any Subsidiary of Holdings (other than the Borrower)
may merge with, or dissolve or liquidate into Holdings or another Wholly-Owned Subsidiary of Holdings (other than the Borrower),
provided that Holdings or such Wholly-Owned Subsidiary shall be the continuing or surviving entity and all actions reasonably required
by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other
Collateral in favor of the Administrative Agent, shall have been completed.


 






    35 


     


    

 


5.4Loans
and Investments. No Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or
acquire, or make any commitment to purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of,
or any interest in, any Person, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially
all of the assets of another Person, or of any business or division of any Person, including by way of merger, consolidation or
other combination or (iii) make or purchase or commit to make or purchase, any advance, loan, extension of credit or capital contribution
to or any other investment in, any Person (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”),
except for:


 


(a)Investments
in cash and Cash Equivalents;


 


(b)Investments
consisting of loans, advances or capital contributions by any Credit Party (other than the Borrower) to or in any other then-existing
Credit Party;


 


(c)loans
and advances to employees in the Ordinary Course of Business not to exceed $50,000 in the aggregate at any time outstanding;


 


(d)Investments
received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 5.2(b);


 


(e)Investments
acquired in connection with the settlement of delinquent accounts in the Ordinary Course of Business or in connection with the
bankruptcy or reorganization of suppliers or customers;


 


(f)Investments
consisting of non-cash loans made by Holdings to officers, directors and employees of a Credit Party which are used by such Persons
to purchase simultaneously Stock or Stock Equivalents of Holdings;


 


(g)Investments
existing on the Closing Date and set forth on Schedule 5.4;


 


(h)Investments
comprised of Contingent Obligations permitted by Section 5.9;


 


(i)in
the event the Borrower files a consolidated, combined, unitary or similar type income Tax return with Holdings, the Borrower and
its Subsidiaries may make Investments constituting loans or advances to Holdings to permit Holdings to pay federal and state income
Taxes then due and payable; provided, that the aggregate amount of such Investments, when taken together with the Restricted
Payments made in reliance upon Section 5.11(c), shall not be greater than the amount of such Taxes that would have been due and
payable by the Borrower and its Subsidiaries had the Borrower not filed a consolidated, combined, unitary or similar type return
with Holdings;


 


(j)the
Borrower may make Investments constituting loans and advances to Holdings and its Subsidiaries; provided, that, immediately
after giving effect to any such Investment:


 






    36 


     


    

 


(i)no
Event of Default shall have occurred and be continuing or would result therefrom;


 


(ii)the
proceeds of any such Investment are used solely by Holdings and its Subsidiaries to maintain its (or their) legal existence and
to pay general administrative costs and expenses (which may include out-of-pocket legal, accounting and filing costs, SEC reporting
and filing fees and corporate overhead expenses incurred in the Ordinary Course of Business); and


 


(iii)
the aggregate amount (exclusive of amounts permitted to be paid pursuant to Section 5.7) of all such Investments, when taken together
with the Restricted Payments made in reliance upon Section 5.11(d), does not exceed $250,000 in any Fiscal Year; and


 


(k)any
other Investment by Holdings or any of its Subsidiaries; provided, that, immediately after giving effect to any such Investment:


 


(i)no
Event of Default shall have occurred and be continuing or would result therefrom;


 


(ii)the
Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most
recent fiscal month for which financial statements have been delivered to the Administrative Agent in accordance with Section 4.1
of this Agreement (as evidenced by a Compliance Certificate duly completed and delivered to the Administrative Agent at least five
(5) Business Days prior to the consummation of the applicable event giving rise to the requirement to make the determinations contemplated
hereby); and


 


(iii)the
aggregate outstanding amount of all such Investments, when taken together with the Restricted Payments made in reliance upon Section
5.11(e), does not exceed $50,000 at any time.


 


5.5Limitation
on Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur,
assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:


 


(a)the
Obligations;


  


(b)Indebtedness
consisting of Contingent Obligations permitted pursuant to Section 5.9;


 


(c)Indebtedness
existing on the Closing Date and set forth in Schedule 5.5, including Permitted Refinancings thereof;


 


(d)Indebtedness
of the Borrower consisting of Capital Lease Obligations or secured by Liens permitted by Section 5.1(h) and Permitted


Refinancings
thereof, so long as, immediately after giving effect to the incurrence thereof, the Credit Parties are in pro forma compliance
with Section 5.17(b) hereof and no other Event of Default shall have occurred and be continuing;


 


(e)unsecured
intercompany Indebtedness permitted pursuant to Section 5.4(b); and


 


(f)other
unsecured Indebtedness not constituting Disqualified Stock and not exceeding $50,000 in the aggregate at any time outstanding.


 






    37 


     


    

 


5.6Transactions
with Affiliates. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, enter into any
transaction with any Affiliate of the Borrower or of any such Subsidiary, except:


 


(a)as
expressly permitted by this Agreement; or


 


(b)in
the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Credit Party or such Subsidiary
upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable
arm’s length transaction with a Person not an Affiliate of the Borrower or such Subsidiary and which are disclosed in writing
to the Administrative Agent.


 


5.7Management
Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management,
consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or
any Affiliate of any Credit Party or pay or reimburse any of its Affiliates (other than a Credit Party) for any costs, expenses
and similar items, except:


 


(a)payment
of reasonable compensation (including the issuance of Stock and Stock Equivalents pursuant to a board approved equity incentive
plan) to officers and employees for actual services rendered to the Credit Parties and their Subsidiaries in the Ordinary Course
of Business and (in the case of executive officers) solely to the extent set forth in any board approved employment agreements;


 


(b)reimbursement
of ordinary and necessary out-of-pocket expenses incurred by an officer of a Credit Party for travel, meals, and entertainment
in each case directly related to the conduct of the Credit Parties’ businesses; and


 


(c)payment
of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending Board of Director
meetings not to exceed in the aggregate, with respect to all such items, $250,000 in any Fiscal Year.


 


5.8Use
of Proceeds. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion
of the Term Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness
of any Credit Party or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention
of any Requirement of Law or in violation of this Agreement.


 


5.9Contingent
Obligations. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume
or suffer to exist any Contingent Obligations except in respect of the Obligations and except:


 


(a)endorsements
for collection or deposit in the Ordinary Course of Business;


 


(b)Contingent
Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including
extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive
or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed
or extended;


 






    38 


     


    

 


(c)Contingent
Obligations otherwise constituting Indebtedness otherwise permitted to be incurred pursuant to Section 5.5;


 


(d)Contingent
Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent
title insurance policies;


 


(e)Contingent
Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions
permitted under Section 5.2(b);


 


(f)Contingent
Obligations arising under guaranties made in the Ordinary Course of Business of obligations of any Credit Party, which obligations
are unsecured and otherwise permitted hereunder; provided, that if such obligation is subordinated to the Obligations, such
guaranty shall be subordinated to the same extent;


 


(g)Contingent
Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, performance bonds and other similar
obligations; and


 


(h)other
unsecured Contingent Obligations not exceeding $50,000 in the aggregate at any time outstanding.


 


Anything contained
herein to the contrary notwithstanding, the Borrower may not create, incur, assume or suffer to exist any Contingent Obligations
in respect of any Indebtedness or other liabilities of Holdings or any of its Subsidiaries.


 


5.10Compliance
with ERISA. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (a) sponsor, contribute
to or otherwise become bound by a Defined Benefit Plan or Multiemployer Plan or (b) fail to comply with the requirements of ERISA
or other applicable laws, where such failure could reasonably be expected to result in a Material Liability to a Credit Party with
respect to any Benefit Plan or the imposition of a Lien with respect to any Benefit Plan.


 


5.11Restricted
Payments. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or make
any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock
or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding
or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement,
defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii)
and (iii) above are referred to as “Restricted Payments”); except that any Subsidiary of Holdings (other
than the Borrower) may declare and pay dividends ratably to the holders of such Subsidiary’s Stock, and except that:


 


(a)Holdings
may declare and make dividend payments or other distributions payable solely in its common Stock or Stock Equivalents;


 


(b)Holdings
may (and the Borrower may declare and make dividends and other distributions to allow Holdings to) repurchase the Lateral Stock,
so long as the seller thereof is a Lender or an Affiliate of Lateral;


 


(c)in
the event the Borrower files a consolidated, combined, unitary or similar type income Tax return with Holdings, the Borrower and
its Subsidiaries may make dividends or other distributions to its parent company to permit Holdings to pay federal and state income
Taxes then due and payable; provided, that the aggregate amount of such dividends or other distribution, when taken together
with the Investments made in reliance upon Section 5.4(i), shall not be greater than the amount of such Taxes that would have been
due and payable by the Borrower and its Subsidiaries had the Borrower not filed a consolidated, combined, unitary or similar type
return with Holdings;


 






    39 


     


    

 


(d)the
Borrower may declare and make dividend payments or other distributions payable on account of its Stock and Stock Equivalents; provided,
that, immediately after giving effect to any such dividend or other distribution:


 


(i)no
Event of Default shall have occurred and be continuing or would result therefrom;


 


(ii)the
proceeds of any such dividend or other distribution are used solely by Holdings and its Subsidiaries to maintain its (or their)
legal existence and to pay general administrative costs and expenses (which may include out-of-pocket legal, accounting and filing
costs, SEC reporting and filing fees and corporate overhead expenses incurred in the Ordinary Course of Business); and


 


(iii)
the aggregate amount (exclusive of amounts permitted to be paid pursuant to Section 5.7) of all such dividends and other distributions,
when taken together with the Investments made in reliance upon Section 5.4(j), does not exceed $250,000 in any Fiscal Year; and


(e)Holdings
and its Subsidiaries may make other Restricted Payments; provided, that, immediately after giving effect to any such Restricted
Payment:


(i)no
Event of Default shall have occurred and be continuing or would result therefrom;


 


(ii)the
Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most
recent fiscal month for which financial statements have been delivered to the Administrative Agent in accordance with Section 4.1
of this Agreement (as evidenced by a Compliance Certificate duly completed and delivered to the Administrative Agent at least five
(5) Business Days prior to the consummation of the applicable event giving rise to the requirement to make the determinations contemplated
hereby); and


 


(iii)the
aggregate amount of all such Restricted Payments, when taken together with the Investments made in reliance upon Section 5.4(k),
does not exceed $50,000.


 


5.12Change
in Business. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, engage in any line of business
substantially different from those lines of business carried on by it on the Closing Date. Intermediate Holdings shall not engage
in any business activities or own any Property other than (i) ownership of the Stock and Stock Equivalents of the Persons listed
on Schedule 3.19 hereof or assets incidental thereto, (ii) activities and contractual rights incidental to maintenance of its corporate
existence or operation as a holding company or otherwise expressly permitted to be engaged in by Intermediate Holdings hereunder
and (iii) performance of its obligations under the Loan Documents to which it is a party. Holdings shall not engage in any business
activities or own any Property other than (i) ownership of the Stock and Stock Equivalents of the Persons listed on Schedule 3.19
hereof or assets incidental thereto, (ii) activities and contractual rights incidental to maintenance of its corporate existence
or operation as a holding company or otherwise expressly permitted to be engaged in by Holdings hereunder and (iii) performance
of its obligations under the Transaction Documents to which it is a party.


 






    40 


     


    

 


5.13Amendments
to Organizational Documents and Material Contracts; Optional Prepayments of Indebtedness. No Credit Party shall, and no Credit
Party shall permit any of its Subsidiaries to (a) amend any of its Organization Documents or Material Contracts in any manner that
is adverse in any material respect to the Administrative Agent or the Lenders, or (b) make or offer to make any optional or voluntary
payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect
to any Indebtedness, except that the Credit Parties and their Subsidiaries may make an optional or voluntary payment, prepayment,
repurchase or redemption in respect of, or otherwise optionally or voluntarily defease or segregate funds with respect to (i) the
Senior Secured Notes so long as such transaction is consummated pursuant to the Tender Offer Documents as in effect on the Closing
Date (or as otherwise modified or waived with the prior written consent of the Administrative Agent), (ii) the Obligations in accordance
with this Agreement, (iii) intercompany Indebtedness owing between or among Credit Parties, and (iv) Permitted Refinancings permitted
by Section 5.5 hereof. The foregoing notwithstanding, neither the Settlement Agreements or the Tender Offer Documents may be amended
or waived without the prior written consent of the Administrative Agent.


 


5.14Changes
in Accounting, Name and Jurisdiction of Organization. No Credit Party shall, and no Credit Party shall suffer or permit any
of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by GAAP,
(ii) change the Fiscal Year or method for determining Fiscal Quarters of any Credit Party or of any consolidated Subsidiary of
any Credit Party, (iii) change its name as it appears in official filings in its jurisdiction of organization or (iv) change its
jurisdiction of organization, in the case of clauses (iii) and (iv), without at least twenty (20) days’ prior written notice
to the Administrative Agent and the acknowledgement of Administrative Agent that all actions required by the Administrative Agent,
including those to continue the perfection of its Liens, have been completed.


 


5.15No
Negative Pledges. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability
of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s
Stock or Stock Equivalents or to pay fees or make other payments and distributions to any Credit Party, other than any such restriction
or encumbrance contained in this Agreement. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to,
directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting
the existence of any Lien upon any of its assets in favor of the Administrative Agent, whether now owned or hereafter acquired
except in connection with any document or instrument governing Liens permitted pursuant to Section 5.1(h); provided, in
each case, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.


 


5.16OFAC;
Patriot Act. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to fail to comply with the laws,
regulations and executive orders referred to in Section 3.21 and Section 3.22.


 


5.17Sale-Leasebacks;
Equipment Debt.


 


(a)No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or
similar transaction involving any of its assets.


 






    41 


     


    

 


(b)No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, create or suffer
to exist any financing obligation (howsoever characterized under GAAP) in respect of any equipment, except that the Credit Parties
and their Subsidiaries (on a consolidated basis) may have, during the periods set forth in the table below, financing obligations
with an aggregate principal amount outstanding not to exceed the amount set forth below for the corresponding period:


 


	 	 	 	 
	 	During the three (3) Month Period ending:	Maximum Principal Amount Outstanding:	 
	 	December 31, 2015	$7,000,000	 
	 	March 31, 2016	$13,000,000	 
	 	June 30, 2016	$15,000,000	 
	 	September 30, 2016	$15,000,000	 
	 	December 31, 2016	$15,000,000	 
	 	March 31, 2017	$15,000,000	 
	 	June 30, 2017	$15,000,000	 
	 	September 30, 2017	$15,000,000	 


 


5.18Hazardous
Materials. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, cause or suffer to exist any
Release of any Hazardous Material at, to or from any Real Estate that would violate any Environmental Law, form the basis for any
Environmental Liabilities or otherwise adversely affect the value or marketability of any Real Estate (whether or not owned by
any Credit Party or any Subsidiary of any Credit Party), other than such violations, Environmental Liabilities and effects that
would not, in the aggregate, reasonably be expected to have any Material Liability.


 


Article
VI - FINANCIAL COVENANTS





 


Each Credit Party covenants
and agrees that until the Facility Termination Date:


 


6.1Consolidated
Capital Expenditures. The Credit Parties and their Subsidiaries shall not permit Consolidated Capital Expenditures (exclusive
of Consolidated Capital Expenditures constituting the acquisition, or any scheduled payment made in connection with the financing,
of equipment in the Ordinary Course of Business, but otherwise including any amounts paid in connection with exercise of any interim
or end-of-term lease buyout option) to exceed (i) if in respect of the calendar year ended December 31, 2016, $500,000, and (ii)
if in respect of the calendar year ended December 31, 2017, $750,000.


 


6.2Consolidated
EBITDA. The Credit Parties shall not permit Consolidated EBITDA as of any date set forth below to be less than the amount set
forth in the table below opposite such date:


 


	 	 	 	 
	 	Date:	Minimum Consolidated EBITDA:	 
	 	Five (5) months ending March 31, 2016	
         

        $250,000
	 
	 	Eight (8) months ending June 30, 2016	
         

        $750,000
	 
	 	
        Eleven (11) months ending September 30,
        2016

        Twelve (12) months ending December 31, 2016

        Twelve (12) months ending March 31, 2017

        Twelve (12) months ending June 30, 2017

        Twelve (12) months ending September 30,
        2017
	
         

        $1,750,000

         

        $2,750,000

         

        $3,500,000

         

        $4,000,000

         

        $4,500,000
	 


 






    42 


     


    

 


“Consolidated
EBITDA” shall be calculated in the manner set forth in Exhibit 4.2(b).


 


6.3Consolidated
Leverage Ratio. The Credit Parties shall not permit the Consolidated Leverage Ratio as of any date set forth below to be greater
than the maximum ratio set forth in the table below opposite such date:


 


	 	 	 	 
	 	Date:	Maximum Consolidated Leverage Ratio:	 
	 	December 31, 2016	3.25 : 1.00	 
	 	March 31, 2017	2.50 : 1.00	 
	 	June 30, 2017	2.25 : 1.00	 
	  
	September 30, 2017	2.00 : 1.00	 


 


“Consolidated
Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).


 


6.4Minimum
Consolidated Debt Service Coverage Ratio. The Credit Parties shall not permit the Consolidated Debt Service Coverage Ratio
as of any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:


 


	 	 	 	 
	 	Date:	Minimum Consolidated Debt Service Coverage Ratio:	 
	 	December 31, 2016	1.75 : 1.00	 
	 	March 31, 2017	2.25 : 1.00	 
	 	June 30, 2017	2.50 : 1.00	 
	 	September 30, 2017	3.00 : 1.00	 


 


“Consolidated
Debt Service Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).


 


6.5Qualified
Cash. The Credit Parties shall not permit Qualified Cash at any time to be less than $200,000.


 


Article
VII - EVENTS OF DEFAULT


 


7.1Event
of Default. Any of the following shall constitute an “Event of Default”:


 


(a)Non-Payment.
Any Credit Party fails (i) to pay when and as required to be paid herein, any amount of principal of any Term Loan, including after
maturity of the Term Loans or (ii) to pay within five (5) Business Days after the same shall become due, interest on any Term Loan,
any fee or any other amount payable hereunder or pursuant to any other Loan Document; or


 


(b)Representation
or Warranty. Any representation, warranty or certification by or on behalf of any Credit Party or any of its Subsidiaries made
or deemed made herein, in any other Transaction Document, or which is contained in any certificate, document or financial or other
statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under
any other Transaction Document, shall prove to have been incorrect in any material respect (without duplication of other materiality
qualifiers contained therein) on or as of the date made or deemed made; or


 






    43 


     


    

 


(c)Specific
Defaults; Lateral Stock. Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section
4.1, 4.2, 4.3, 4.6, 4.9, 4.10, 4.11, 4.12, 4.14, Article V or Article VI hereof; or (so long as Lateral is holder of the Lateral
Stock) the Borrower shall fail to perform or observe any term, covenant or agreement contained in any Equity Investment Document;
or


 


(d)Other
Defaults. Any Credit Party or Subsidiary of any Credit Party fails to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30)
days after the earlier to occur of (i) the date upon which a Responsible Officer of any Credit Party becomes aware of such default
and (ii) the date upon which written notice thereof is given to the Borrower by the Administrative Agent or Required Lenders; or


 


(e)Cross
Default. Any Credit Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness
(other than the Obligations) or Contingent Obligation (other than the Obligations) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than the Threshold Amount when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the
date of such failure; provided, however, no Event of Default shall occur hereunder as a result of the defaults under the
Senior Secured Notes in existence on the Closing Date, so long as an effective forbearance is in effect with respect to all such
Senior Secured Notes; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition
exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation (other than Contingent Obligations
owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or earnouts permitted hereunder),
if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary
or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination
terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded;
or


 


(f)Insolvency;
Voluntary Proceedings. The Borrower (individually) ceases or fails, or the Credit Parties and their Subsidiaries (on a consolidated
basis) cease or fail, to be Solvent, or any Credit Party or any Subsidiary of any Credit Party: (i) generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated
maturity or otherwise; (ii) except as expressly permitted under Section 5.3, voluntarily ceases to conduct its business in the
ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize
any of the foregoing; or


 


(g)Involuntary
Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Credit Party or any Subsidiary of
any Credit Party, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial
part of any such Person’s Properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment,
warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after
commencement, filing or levy; (ii) any Credit Party or any Subsidiary of any Credit Party admits the material allegations of a
petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) any Credit Party or any Subsidiary of any Credit Party acquiesces in the appointment of a receiver,
trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or
a substantial portion of its Property or business; or


 






    44 


     


    

 


(h)Monetary
Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any one
or more of the Credit Parties or any of their respective Subsidiaries involving in the aggregate a liability in excess of the Threshold
Amount (excluding amounts covered by insurance to the extent the relevant independent third-party insurer has not denied coverage
therefor), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after
the entry thereof; or


 


(i)Non
Monetary Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the
Credit Parties or any of their respective Subsidiaries which has or could reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or


 


(j)Collateral.
(i) Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any
Credit Party or any Subsidiary of any Credit Party party thereto or any Credit Party or any Subsidiary of any Credit Party shall
so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for
any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to
be covered thereby or such security interest shall for any reason (other than the failure of the Administrative Agent to take any
action within its control) cease to be a perfected and first priority security interest subject only to Permitted Liens; or (ii)
the Administrative Agent shall not have a perfected, first priority Lien on 100% of the issued and outstanding Stock and Stock
Equivalents of the Borrower; or


 


(k)Change
of Control. The occurrence of a Change of Control; or


 


(l)Operations.
Any Credit Party shall be prohibited or otherwise materially restrained from conducting the business theretofore conducted by it
by virtue of any casualty, any labor strike, any determination, ruling, decision, decree or order of any court or Governmental
Authority of competent jurisdiction or any other event and such casualty, labor strike, determination, ruling, decision, decree,
order or other event remains unstayed and in effect for any period of ten (10) days; or


 


(m)Subordination
Agreements. The subordination provisions of the documents evidencing or governing any Subordinated Indebtedness shall, in whole
or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable or the Borrower (or any other
Credit Party or Affiliate thereof) shall, directly or indirectly, disavow or contest in any manner the effectiveness, validity
or enforceability of any of the subordination provisions governing any such Subordinated Indebtedness; or


 


(n)Tender
Offer Documents. The Tender Offer expires and Holdings fails (or is unable) to accept for purchase in accordance with the Tender
Offer Documents (as in effect on the Closing Date or otherwise as amended or waived with the prior written consent of the Administrative
Agent) at least 80% in aggregate principal amount of the Senior Secured Notes.


 


7.2Remedies.
Upon the occurrence and during the continuance of any Event of Default:


 






    45 


     


    

 


(a)the
Administrative Agent shall at the request of the Required Lenders declare all or any portion of the unpaid principal amount of
all outstanding Term Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder (including,
without limitation, the Prepayment Premium in respect of the portion of the principal amount of the outstanding Term Loans that
have become due and payable) or under any other Loan Document to be immediately due and payable; and/or


 


(b)the
Administrative Agent shall at the request of the Required Lenders exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law;


provided, however,
that upon the occurrence of any event specified in Sections 7.1(f) or 7.1(g) above (in the case of clause (i) of Section 7.1(g)
upon the expiration of the sixty (60) day period mentioned therein), the obligation of each Lender to make Term Loans shall automatically
terminate and the unpaid principal amount of all outstanding Term Loans and all interest and other amounts as aforesaid shall automatically
become due and payable without further act of the Administrative Agent or any Lender.


 


The Borrower acknowledges,
and the parties hereto agree, that the Lenders have the right to maintain their investments in the Term Loans free from repayment
by any Credit Party (except as herein specifically provided for), and that the provision for payment of the Prepayment Premium
by the Borrower in the event that the Term Loans are prepaid or are accelerated as a result of an Event of Default, is intended
to provide compensation for the deprivation of such right under such circumstances.


 


Holdings (and each
Credit Party party hereto) agrees that a breach of Section 4.17 will cause irreparable injury to the Lateral Entities and the WP
Entities, respectively, that the Lateral Entities and the WP Entities, respectively, have no adequate remedy at law in respect
of such breach and, as a consequence, that Section 4.17 shall be specifically enforceable against Holdings, and Holdings hereby
waives and agrees not to assert any defense against an action for specific performance of Section 4.17.


 


7.3Rights
Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive
of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement
now existing or hereafter arising.


 


Article
VIII - THE ADMINISTRATIVE AGENT


 


8.1Appointment
and Duties.


 


(a)Appointment
of Administrative Agent. Each Lender hereby appoints Lateral (together with any successor Administrative Agent pursuant to
Section 8.9) as the Administrative Agent hereunder and authorizes the Administrative Agent to (i) execute and deliver the Loan
Documents and accept delivery thereof on its behalf from any Credit Party, (ii) take such action on its behalf and to exercise
all rights, powers and remedies and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents
and (iii) exercise such powers as are reasonably incidental thereto.


 


(b)Duties
as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Administrative Agent shall have
the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing
and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents
(including in any proceeding described in Sections 7.1(f) or 7.1(g) or any other bankruptcy, insolvency or similar proceeding),
and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such
payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims
of the Secured Parties with respect to any Obligation in any proceeding described in Section 7.1(f) or (g) or any other bankruptcy,
insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (iii) act as collateral
agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated
therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable
to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may
be otherwise specified in any Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties
with respect to the Credit Parties and/or the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise
and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing
to such amendment, consent or waiver.


 






    46 


     


    

 


(c)Limited
Duties. Under the Loan Documents, the Administrative Agent (i) is acting solely on behalf of the Lenders and the other Secured
Parties (except to the limited extent provided in Section 1.4(b) with respect to the Register), with duties that are entirely administrative
in nature, notwithstanding the use of the defined terms “Administrative Agent” or the terms “agent”
and “collateral agent” and similar terms in any Loan Document to refer to the Administrative Agent, which terms are
used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein
or any role as agent, fiduciary or trustee of or for any Lender or any other Person and (iii) shall have no implied functions,
responsibilities, duties, obligations or other liabilities under any Loan Document, and each Secured Party by accepting the benefits
of the Loan Documents hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties
and legal relationships expressly disclaimed in clauses (i) through (iii) above.


 


8.2Binding
Effect. Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by the Administrative
Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions
of the Loan Documents, (ii) any action taken by the Administrative Agent in reliance upon the instructions of Required Lenders
(or, where so required, such greater proportion) and (iii) the exercise by the Administrative Agent or the Required Lenders (or,
where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Secured Parties.


 


8.3Use
of Discretion 


 


(a)No
Action without Instructions. The Administrative Agent shall not be required to exercise any discretion or take, or to omit
to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take
(i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms
of this Agreement, a greater proportion of the Lenders).


 


(b)Right
Not to Follow Certain Instructions. Notwithstanding clause (a) above, the Administrative Agent shall not be required to take,
or to omit to take, any action (i) unless, upon demand, the Administrative Agent receives an indemnification satisfactory to it
from the Lenders (or, to the extent applicable and acceptable to the Administrative Agent, any other Person) against all Liabilities
that, by reason of such action or omission, may be imposed on, incurred by or asserted against the Administrative Agent or any
Related Person thereof or (ii) that is, in the opinion of the Administrative Agent or its counsel, contrary to any Loan Document
or applicable Requirement of Law.


 






    47 


     


    

 


(c)Exclusive
Right to Enforce Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document,
the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of
them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted
and maintained exclusively by, the Administrative Agent in accordance with the Loan Documents for the benefit of all the Lenders.
In the event of a foreclosure or similar enforcement action by the Administrative Agent on any of the Collateral pursuant to a
public or private sale or other disposition (including pursuant to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the
Bankruptcy Code), the Administrative Agent (or any Lender, except with respect to a “credit bid” pursuant to section
363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such
Collateral at any such sale or other disposition and the Administrative Agent, as agent for and representative of Secured Parties
(but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from Required
Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for
any collateral payable by the Administrative Agent at such sale or other disposition. The foregoing shall not prohibit (i) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity
as the Administrative Agent) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance
with Section 9.11 or (iii) subject to the following paragraph, any Lender from filing proofs of claim or appearing and filing pleadings
on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief
law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under
the other Loan Documents, then the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 7.2 and in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section
9.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized
by the Required Lenders.


 


In case of the pendency
of any bankruptcy or other debtor relief proceeding or any other judicial proceeding relative to any Credit Party, the Administrative
Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Credit Party) shall be entitled
and empowered (but not obligated) by intervention in such proceeding or otherwise to file and prove a claim for the whole amount
of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative
Agent allowed in such judicial proceeding and to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to
the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent hereunder.


 


8.4Delegation
of Rights and Duties. The Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its
rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document
by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person
shall benefit from this Article VIII to the extent provided by the Administrative Agent.


 






    48 


     


    

 


8.5Reliance
and Liability.


 


(a)The
Administrative Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note
has been assigned in accordance with Section 9.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult
with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including
advisors to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information
(including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it
to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.


 


(b)The
Administrative Agent and its Related Persons shall not be liable for any action taken or omitted to be taken by any of them under
or in connection with any Loan Document, and each Secured Party and Credit Party hereby waive and shall not assert (and the Borrower
shall cause each other Credit Party not a signatory hereto to waive and agree not to assert) any right, claim or cause of action
based thereon, except to the extent of liabilities resulting from the gross negligence or willful misconduct of the Administrative
Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent
jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Administrative Agent:


 


(i)shall
not be responsible or otherwise incur liability to any Lender or other Person for any action or omission taken in reliance upon
the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable
care (other than employees, officers and directors of the Administrative Agent, when acting on behalf of the Administrative Agent);


 


(ii)shall
not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness,
sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection
with, any Loan Document;


 


(iii)makes
no warranty or representation, and shall not be responsible, to any Lender or other Person for any statement, document, information,
representation or warranty made or furnished by or on behalf of any Credit Party or any Related Person of any Credit Party in connection
with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Credit
Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the
Lenders) omitted to be transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof,
or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents;
and


 


(iv)shall
not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether
any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Credit Party or as to
the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed
to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower or any Lender
describing such Default or Event of Default clearly labeled “notice of default” (in which case the Administrative Agent
shall promptly give notice of such receipt to all Lenders);


 






    49 


     


    

 


and, for each of the
items set forth in clauses (i) through (v) above, each Lender, the Credit Parties hereby waive and agree not to assert (and the
Borrower shall cause each other Credit Party not a signatory hereto to waive and agree not to assert) any right, claim or cause
of action it might have against the Administrative Agent based thereon.


 


8.6Administrative
Agent Individually. The Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock
and Stock Equivalents of, engage in any kind of business with, any Credit Party or Affiliate thereof as though it were not acting
as Administrative Agent and may receive separate fees and other payments therefor. To the extent the Administrative Agent or any
of its Affiliates makes any Term Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and
powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”
and “Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan
Document, include the Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one
of the Required Lenders.


 


8.7Lender
Credit Decision. (a) Each Lender acknowledges that it shall, independently and without reliance upon the Administrative Agent
or any Lender or any of their Related Persons or upon any document (including any offering and disclosure materials in connection
with the syndication of the Loans) solely or in part because such document was transmitted by the Administrative Agent or any of
its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Credit Party and
make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under,
any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and
information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by the
Administrative Agent to the Lenders, the Administrative Agent shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness
of any Credit Party or any Affiliate of any Credit Party that may come in to the possession of the Administrative Agent or any
of its Related Persons.


 


(b)If any Lender
has elected to abstain from receiving MNPI concerning the Credit Parties or their Affiliates such Lender acknowledges that, notwithstanding
such election, the Administrative Agent and/or the Credit Parties will, from time to time, make available syndicate-information
(which may contain MNPI) as required by the terms of, or in the course of administering the Loans to the credit contact(s) identified
for receipt of such information on the Lender’s administrative questionnaire who are able to receive and use all syndicate-level
information (which may contain MNPI) in accordance with such Lender’s compliance policies and contractual obligations and
applicable law, including federal and state securities laws; provided, that if such contact is not so identified in such
questionnaire, the relevant Lender hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact
to the Administrative Agent and the Credit Parties upon request therefor by the Administrative Agent or the Credit Parties. Notwithstanding
such Lender’s election to abstain from receiving MNPI, such Lender acknowledges that if such Lender chooses to communicate
with the Administrative Agent, it assumes the risk of receiving MNPI concerning the Credit Parties or their Affiliates


 


8.8Expenses;
Indemnities; Withholding.


 


(a)Each
Lender agrees to reimburse the Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Credit
Party), promptly upon demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial,
legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by the Administrative
Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification,
consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy,
restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document
production relating thereto or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under,
any Loan Document.


 






    50 


     


    

 


(b)Each
Lender further agrees to indemnify, defend and hold the Administrative Agent and each of its Related Persons (to the extent not
reimbursed by any Credit Party), in each case, severally and ratably, harmless from and against Liabilities (including, to the
extent not indemnified pursuant to Section 8.8(c), Taxes, interests and penalties imposed for not properly withholding or backup
withholding on payments made to or for the account of any Lender) that may be imposed on, incurred by or asserted against the Administrative
Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan
Document, any related document or any other act, event or transaction related, contemplated in or attendant to any such document,
or, in each case, any action taken or omitted to be taken by the Administrative Agent or any of its Related Persons under or with
respect to any of the foregoing; provided, that no Lender shall be liable to the Administrative Agent or any of its Related
Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Administrative
Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable
judgment or order.


 


(c)To
the extent required by any Requirement of Law, the Administrative Agent may withhold from any payment to any Lender under a Loan
Document an amount equal to any applicable withholding Tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle
A of the Code). If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold
Tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not
properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type
of payment, or because such Lender failed to notify the Administrative Agent or any other Person of a change in circumstances which
rendered the exemption from, or reduction of, withholding Tax ineffective, failed to maintain a Participant Register or for any
other reason), or the Administrative Agent reasonably determines that it was required to withhold Taxes from a prior payment but
failed to do so, such Lender shall promptly indemnify the Administrative Agent fully for all amounts paid, directly or indirectly,
by the Administrative Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by the
Administrative Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Administrative Agent may
offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld
from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which the Administrative
Agent is entitled to indemnification from such Lender under this Section 8.8(c).


 


8.9Resignation
of the Administrative Agent.


 


(a)The
Administrative Agent (i) may resign at any time by delivering notice of such resignation to the Lenders and the Borrower, effective
on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in
accordance with the terms of this Section 8.9(a) and (ii) shall resign (and without further action shall be deemed to have resigned),
if the Administrative Agent or an Affiliate thereof is a Non-Funding Lender and the Required Lenders have notified the Administrative
Agent in writing of their intent to replace the Administrative Agent, any such notice shall set forth an effective date of such
resignation and if no such date is reflected in such notice on the second Business Day following the receipt of such notice. In
all cases, the Required Lenders shall have the right to appoint a successor Administrative Agent. If, after 30 days after the date
of the retiring Administrative Agent’s notice of resignation or 30 days after the date of the Administrative Agent’s
dismissal by the Required Lenders, no successor Administrative Agent has been appointed by the Required Lenders that has accepted
such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent
from among the Lenders. Each appointment under this clause (a) shall be subject to the prior consent of the Borrower, which may
not be unreasonably withheld but shall not be required during the continuance of an Event of Default.


 






    51 


     


    

 


(b)Effective
immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under
the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the retiring Administrative Agent until a successor
Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related
Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or
omitted to be taken while such retiring Administrative Agent was, or because such retiring Administrative Agent had been, validly
acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Administrative
Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative
Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent a successor
Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative
Agent under the Loan Documents.


 


8.10Release
of Collateral or Guarantors. Each Lender hereby consents to the release and hereby directs the Administrative Agent to release
(or, in the case of clause (b)(ii) below, release or subordinate) the following:


 


(a)any
Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned
by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver
or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any
Obligations pursuant to Section 4.12; and


 


(b)any
Lien held by the Administrative Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred,
conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid
waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 4.12 after giving effect
to such transaction have been granted, (ii) any Property subject to a Lien permitted hereunder in reliance upon Section 5.1(h)
and (iii) all of the Collateral and all Credit Parties, upon (A) the occurrence of the Facility Termination Date and (B) to the
extent requested by the Administrative Agent, receipt by Administrative Agent and the Secured Parties of liability releases from
the Credit Parties each in form and substance acceptable to the Administrative Agent.


 


Each Lender hereby
directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance written notice
from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the
guaranties and Liens when and as directed in this Section 8.10.


 


8.11Additional
Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted
thereunder shall extend to and be available to any Secured Party that is not a Lender party hereto as long as, by accepting such
benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured Party is
bound by (and, if requested by the Administrative Agent shall confirm such agreement in a writing in form and substance acceptable
to the Administrative Agent) this Article VIII, Section 9.3, Section 9.9, Section 9.10, Section 9.11, Section 9.17, Section 9.23
and Section 10.1) and the decisions and actions of the Administrative Agent and the Required Lenders (or, where expressly required
by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent
a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound
by Section 8.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held
for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any
concept of pro rata share or similar concept, (b) the Administrative Agent and the Lenders party hereto shall be entitled to act
at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured
Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected
or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise
set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect
to, any action taken or omitted in respect of the Collateral or under any Loan Document.


 






    52 


     


    

 


Article
IX - MISCELLANEOUS


 


9.1Amendments
and Waivers.


 


(a)No
amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure
by any Credit Party therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent, the
Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), and the Borrower, and then such waiver
shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders directly affected thereby (or
by the Administrative Agent with the consent of all the Lenders directly affected thereby), in addition to the Administrative Agent,
the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), and the Borrower, do any of the
following:


 


(i)increase
or extend the Term Loan Commitment of any Lender (or reinstate any Term Loan Commitment previously terminated);


 


(ii)postpone
or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other
amounts (other than principal) due to the Lenders (or any of them) hereunder or under any other Loan Document (for the avoidance
of doubt, mandatory prepayments pursuant to Section 1.6 may be postponed, delayed, reduced, waived or modified with the consent
of Required Lenders);


 


(iii)reduce
the principal of, or the rate of interest specified herein (it being agreed that waiver of the default interest margin shall only
require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Term Loan, or of any
fees or other amounts payable hereunder or under any other Loan Document;


 


(iv)change
the percentage of the Term Loan Commitments or of the aggregate unpaid principal amount of the Term Loans which shall be required
for the Lenders or any of them to take any action hereunder;


 






    53 


     


    

 


(v)amend
this Section 9.1 or, subject to the terms of this Agreement, the definition of Required Lenders or any provision providing for
consent or other action by all Lenders;


 


(vi)discharge
any Credit Party from its respective payment Obligations under the Loan Documents, or release all or substantially all of the Collateral,
except as otherwise may be provided in this Agreement or the other Loan Documents; or


 


(vii)amend
or modify Section 1.8(a), Section 1.8(c) or Section 9.11(b);


it being agreed that
all Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (iv),
(v), (vi) and (vii).


 


(b)No
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, in addition to the Required Lenders
or all Lenders directly affected thereby or all the Lenders, as the case may be (or by the Administrative Agent with the consent
of the Required Lenders or all the Lenders directly affected thereby or all the Lenders), affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document.


 


(c)Notwithstanding
anything to the contrary contained in this Section 9.1 or any other provision of this Agreement or any other Loan Document:


 


(i)the
Administrative Agent and the Borrower may amend or modify this Agreement and any other Loan Document (without the consent of any
Lender) to (i) cure any ambiguity, omission, defect or inconsistency therein, and (ii) grant a new Lien for the benefit of the
Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties or join additional Persons
as Credit Parties; and


 


(ii)a
Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender”
(or be, or have its Term Loans and Term Loan Commitments, included in the determination of “Required Lenders” or “Lenders
directly affected” pursuant to this Section 9.1) for any voting or consent rights under or with respect to any Loan Document;
provided, that (A) the Term Loan Commitment of a Non-Funding Lender may not be increased, extended or reinstated, (B) the
principal of a Non-Funding Lender’s Term Loans may not be reduced or forgiven, (C) the interest rate applicable to Obligations
owing to a Non-Funding Lender may not be reduced, or (D) the Maturity Date extended, by an amendment, waiver or consent under any
Loan Documents, in each case, without the consent of such Non-Funding Lender. Moreover, for the purposes of determining Required
Lenders, the Term Loans and Term Loan Commitments held by Non-Funding Lenders shall be excluded from the total Term Loans and Term
Loan Commitments outstanding.


 


9.2Notices.


 


(a)Addresses.
All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless
otherwise expressly specified herein, and (i) addressed to the address set forth on the applicable signature page hereto or (ii)
addressed to such other address as shall be notified in writing (A) in the case of the Borrower and the Administrative Agent, to
the other parties hereto and (B) in the case of all other parties, to the Borrower and the Administrative Agent. Transmissions
made by electronic mail or E-Fax to the Administrative Agent shall be effective only (x) for notices where such transmission is
specifically authorized by this Agreement, (y) if such transmission is delivered in compliance with procedures of the Administrative
Agent applicable at the time and previously communicated to the Borrower, and (z) if receipt of such transmission is acknowledged
by the Administrative Agent.


 






    54 


     


    

 





(b)Effectiveness.
All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection
with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii)
if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (iii) if delivered by mail,
three (3) Business Days after deposit in the mail, and (iv) if delivered by facsimile, upon sender’s receipt of confirmation
of proper transmission; provided, however, that no communications to the Administrative Agent pursuant to Article
I shall be effective until received by the Administrative Agent.


 


(c)Lender
Address Changes. Each Lender shall notify the Administrative Agent in writing of any changes in the address to which notices
to such Lender should be directed, of addresses of its lending office, of payment instructions in respect of all payments to be
made to it hereunder and of such other administrative information as the Administrative Agent shall reasonably request.


 


9.3Electronic
Transmissions.


 


(a)Authorization.
Subject to the provisions of Section 9.2(a), each of the Administrative Agent, the Lenders, each Credit Party and each of their
Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic
Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Credit Party and each Secured
Party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks
associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such
risks by hereby authorizing the transmission of Electronic Transmissions.


 


(b)LIMITATION
OF LIABILITY. ALL ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY ELECTRONIC
TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. Each Credit
Party executing this Agreement and each Secured Party agrees that the Administrative Agent have no responsibility for maintaining
or providing any equipment, software, services or any testing required in connection with any Electronic Transmission.


 


9.4No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or
any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. No course of dealing between any Credit Party, any Affiliate of any Credit Party, the
Administrative Agent or any Lender shall be effective to amend, modify or discharge any provision of this Agreement or any of the
other Loan Documents.


 






    55 


     


    

 


9.5Costs
and Expenses. Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan
Document or at the request of the Administrative Agent or Required Lenders, shall be at the expense of such Credit Party, and neither
the Administrative Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or
any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrower agrees to pay or reimburse
promptly following written demand (a) the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred by
it or any of its Related Persons, in connection with the investigation, development, preparation, negotiation, syndication, execution,
interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal
letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction
contemplated therein, in each case including Attorney Costs to the Administrative Agent, the cost of environmental audits, Collateral
audits and appraisals, background checks and similar expenses, to the extent permitted hereunder, (b) the Administrative Agent
for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field
examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such
examiners, at the per diem rate per individual charged by the Administrative Agent for its examiners), (c) the Administrative Agent
and its Related Persons for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit
arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or
remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the
commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response
to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy
or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or Related
Transaction, including Attorney Costs and (d) fees and disbursements of Attorney Costs of one law firm on behalf of all Lenders
(other than Administrative Agent) incurred in connection with any of the matters referred to in clause (c) above.


 


9.6Indemnity.


 


(a)Each
Credit Party agrees to indemnify, hold harmless and defend the Administrative Agent, each Lender and each of their respective
Related Persons (each such Person being an“Indemnitee”) from and against all Liabilities that may be
imposed on, incurred by or asserted against any such Indemnitee (whether brought by a Credit Party, an Affiliate of a Credit Party
or any other Person) in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document,
any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Term Loan or any securities filing of,
or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual
Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any
Credit Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into
in connection with any Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding,
whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including
Attorney’s Costs in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto,
and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof,
including common law, equity, contract, tort or otherwise or (iv) any other act, event or transaction related, contemplated in
or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however,
that no Credit Party shall have any liability under this Section 9.6(a) to any Indemnitee with respect to any Indemnified Matter,
and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable),
to the extent such liability has resulted from the gross negligence or willful misconduct of such Indemnitee, as determined by
a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, the Borrower and each other Credit
Party executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party
to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed
on, incurred by or asserted against any Related Person. This Section 9.6(a) shall not apply with respect to Taxes other than any
Taxes that represent Liabilities arising from any non-Tax claim.


 






    56 


     


    

 


(b)Without
limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities imposed on, incurred by or asserted
against any Indemnitee, including those arising from, or otherwise involving, any Property of any Credit Party or any Related Person
of any Credit Party or any actual, alleged or prospective damage to Property or natural resources or harm or injury alleged to
have resulted from any Release of Hazardous Materials on, upon or into such Property or natural resource or any Property on or
contiguous to any Real Estate of any Credit Party or any Related Person of any Credit Party, whether or not, with respect to any
such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the
successor-in-interest to any Credit Party or any Related Person of any Credit Party or the owner, lessee or operator of any Property
of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are
incurred solely following foreclosure by Administrative Agent or following Administrative Agent or any Lender having become the
successor-in-interest to any Credit Party or any Related Person of any Credit Party and (ii) are attributable solely to acts of
such Indemnitee.


 


9.7Marshaling;
Payments Set Aside. No Secured Party shall be under any obligation to marshal any Property in favor of any Credit Party or
any other Person or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from the Borrower,
from any other Credit Party, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action
or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set
aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or
part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in
full force and effect as if such payment had not occurred.


 


9.8Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that any assignment by any Lender shall be subject to the provisions of Section 9.9,
and provided further that the Borrower (and any other Credit Party signatory to this Agreement) may not assign or transfer any
of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender.


 


9.9Assignments
and Participations; Binding Effect.


 


(a)Binding
Effect. This Agreement shall become effective when it shall have been executed by the Borrower, the other Credit Parties signatory
hereto and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender that such Lender
has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrower, the
other Credit Parties hereto (in each case except for Article VIII), the Administrative Agent and each Lender receiving benefits
of the Loan Documents and, to the extent provided in Section 8.11, each other Secured Party and, in each case, their respective
successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 8.9 of this Agreement),
none of the Borrower, any other Credit Party, or the Administrative Agent shall have the right to assign any rights or obligations
hereunder or any interest herein.


 






    57 


     


    

 


(b)Right
to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its
rights and obligations hereunder (including all or a portion of its Term Loan Commitments and its rights and obligations with respect
to its Term Loans) to:


 


(i)any
existing Lender;


 


(ii)any
Affiliate or Approved Fund of any existing Lender;


 


(iii)any
other Person (excluding therefrom any Credit Party, Subsidiary or (other than an Affiliate described in the preceding clause (i)
or (ii)) Affiliate of a Credit Party) acceptable to (x) the Administrative Agent and (y) which acceptance shall not be unreasonably
withheld or delayed, the Borrower; provided, however, that:


 


(A)in
the event an Event of Default has occurred and is continuing, the consent of the Borrower shall not be required for any Sale;


 


(B)the
consent of the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within
ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower;


 


(C)such
Sales are ratable among the obligations owing to and owed by such Lender with respect to the Term Loans; and


 


(D)for
each Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of
the Term Loans and Commitments subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to
an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates
and Approved Funds) entire interest in such facility or is made with the prior consent of the Administrative Agent.


 


(c)Procedure.
The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute
and deliver to the Administrative Agent an Assignment via an electronic settlement system designated by the Administrative Agent
(or, if previously agreed with the Administrative Agent, via a manual execution and delivery of the Assignment) evidencing such
Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to the Administrative
Agent), any Tax forms required to be delivered pursuant to Section 10.1 and payment of an assignment fee in the amount of $3,500
to the Administrative Agent, unless waived or reduced by the Administrative Agent, provided that (1) if a Sale by a Lender is made
to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale,
and (2) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently
to one or more Affiliates or Approved Funds of such Assignee, then only one assignment fee of $3,500 (unless waived or reduced
by the Administrative Agent) shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon
such receipt and, if such Assignment is made in accordance with Section 9.9(b)(iii), upon the Administrative Agent consenting to
such Assignment, from and after the effective date specified in such Assignment, the Administrative Agent shall record or cause
to be recorded in the Register the information contained in such Assignment.


 


(d)Effectiveness.


 






    58 


     


    

 





(i)Subject
to the Register recording requirements by the Administrative Agent relating to an Assignment pursuant to Section 9.9(d)(ii), (A)
the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have
been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (B) any applicable
Note shall be transferred to such assignee through such entry and (C) the assignor thereunder shall, to the extent that rights
and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those
surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under
the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of
an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents,
such Lender shall cease to be a party hereto).


(ii)The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of
each


Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). Notwithstanding anything in the Loan Documents to the contrary, the
entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 


(e)Grant
of Security Interests. In addition to the other rights provided in this Section 9.9(e), each Lender may grant a security interest
in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including
rights to payments of principal or interest on the Term Loans), to (A) any federal reserve bank (pursuant to Regulation A of the
Federal Reserve Board), without notice to the Administrative Agent or (B) any holder of, or trustee for the benefit of the holders
of, such Lender’s Indebtedness or equity securities, by notice to the Administrative Agent; provided, however,
that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure
is made through an assignment in accordance with clause (b) above and the Register recording requirements of Section 9.9(d)(ii)),
shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.


 






    59 


     


    

 


(f)Participants
and SPVs. In addition to the other rights provided in this Section 9.9(f), each Lender may, (x) with notice to the Administrative
Agent, grant to an SPV the option to make all or any part of any Term Loan that such Lender would otherwise be required to make
hereunder (and the exercise of such option by such SPV and the making of Term Loans pursuant thereto shall satisfy the obligation
of such Lender to make such Term Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect
to any Obligation and (y) without notice to or consent from the Administrative Agent or the Borrower, sell participations to one
or more Persons other than a Credit Party or an Affiliate of a Credit Party in or to all or a portion of its rights and obligations
under the Loan Documents (including all its rights and obligations with respect to the Term Loan); provided, however,
that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall
have a commitment, or be deemed to have made an offer to commit, to make Term Loans hereunder, and, except as provided in the applicable
option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations,
and the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall
remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the
Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article X, but,
with respect to Section 10.1, only to the extent such participant or SPV agrees, for the benefit of the Borrower, to be subject
to and comply with Section 10.1(g) (it being understood that the documentation required under Section 10.1(g) shall be delivered
to the granting or participating Lender) and then only to the extent of any amount to which such Lender would be entitled in the
absence of any such grant or participation, unless the right to any greater payment results from a Change in Law that occurs after
the participant or SPV acquired the applicable participation and (B) each such SPV may receive other payments that would otherwise
be made to such Lender with respect to Term Loans funded by such SPV to the extent provided in the applicable option agreement
and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, however, that
in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms
of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on
such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan
Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents
(including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii) and (iii)
of Section 9.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise
be entitled and, in the case of participants, except for those described in clause (vi) of Section 9.1(a). No party hereto shall
institute (and the Borrower shall cause each other Credit Party not to institute) against any SPV grantee of an option pursuant
to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one
year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that
each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by,
or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to be reimbursed
by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and
the payment in full of the Obligations. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts
(and stated interest on) of each participant’s interest in the Loans or other interests, rights and obligations under the
Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s
interest in any commitments, loans or its other obligations under any Loan Document) to any Person other than the Administrative
Agent except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Notwithstanding anything in the Loan Documents
to the contrary, the entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
and any other Loan Documents notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent shall
have no responsibility for maintaining a Participant Register.


 


9.10Non-Public
Information; Confidentiality.


 


(a)Non-Public
Information. The Administrative Agent and each Lender acknowledges and agrees that it may receive material non-public information
(“MNPI”) hereunder concerning the Credit Parties and their Affiliates and agrees to use such information
in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United States federal and state
securities laws and regulations).


 






    60 


     


    

 


(b)Confidential
Information. The Administrative Agent and each Lender agrees to use all reasonable efforts to maintain, in accordance with
its customary practices for transactions of the type contemplated hereby, the confidentiality of information obtained by it pursuant
to any Loan Document or otherwise related to any Credit Party, except that such information may be disclosed (i) with the Borrower’s
consent, (ii) to Related Persons of such Lender or the Administrative Agent on a need to know basis, as the case may be, that are
advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with
the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a
result of a breach of this Section 9.10 or (B) available to such Lender or the Administrative Agent or any of their Related Persons,
as the case may be, from a source (other than any Credit Party) not known by them to be subject to disclosure restrictions, (iv)
to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental
Authority (including, without limitation, public disclosures by the Administrative Agent, any Lender or any of their Related Persons
required by law, legal process (including, without limitation, subpoenas, requests for information, interrogatories and other similar
process), the SEC or any other governmental or regulatory authority or agency); provided, that, prior notice of such required
disclosure is provided to the Borrower (provided, that, (A) such notification is legally permissible, and (B) no such notification
shall be required in respect of any disclosure to any regulatory authority having jurisdiction over the Administrative Agent or
any Lender), (v) (A) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally
recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify Credit
Parties, (vi) to current or prospective assignees, SPVs (including the investors and prospective investors therein) or participants,
Persons that hold a security interest in any Lender’s rights under this Agreement in accordance with Section 9.9(e) (and
those Persons for whose benefit such holder of a security interest is acting), in each case to the extent such assignees, investors,
participants, secured parties (and such benefited Persons), agree to be bound by provisions substantially similar to the provisions
of this Section 9.10(b) (and such Person may disclose information to their respective Related Persons in accordance with clause
(ii) above) and, (vii) to any other party hereto, and (viii) in connection with the exercise or enforcement of any right or remedy
under any Loan Document, in connection with any litigation or other proceeding relating to the Loan Documents to which such Lender
or the Administrative Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public
statements or disclosures by Credit Parties or their Related Persons referring to a Lender or the Administrative Agent or any of
their Related Persons. In the event of any conflict between the terms of this Section 9.10 and those of any other Contractual Obligation
entered into with any Credit Party (whether or not a Loan Document), the terms of this Section 9.10(b) shall govern.


 


(c)Tombstones.
Subject to the proviso included in the following sentence, each Credit Party consents to the publication by the Administrative
Agent or any Lender of any press releases, tombstones, advertising or other promotional materials (including via any Electronic
Transmission) relating to the financing transactions contemplated by this Agreement using such Credit Party’s name, product
photographs, logo or trademark. The Administrative Agent or such Lender shall provide a draft of any such press release, advertising
or other promotional material to the Borrower for review and comment prior to the publication thereof, the form and substance of
which shall be subject to the approval of the Borrower, not to be unreasonably withheld or delayed.


 


(d)Press
Release and Related Matters. No Credit Party shall, and no Credit Party shall permit any of its Affiliates to, issue any press
release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering
of securities of any Credit Party) using the name, logo or otherwise referring to the Administrative Agent or of any of its Affiliates
or the Loan Documents without the prior written consent of the Administrative Agent or such Affiliate except to the extent required
to do so under applicable Requirements of Law (including filings with the SEC) and then, only after consulting with the Administrative
Agent.


 






    61 


     


    

 


(e)Distribution
of Materials to Lenders. The Credit Parties acknowledge and agree that the Loan Documents and all reports, notices, communications
and other information or materials provided or delivered by, or on behalf of, the Credit Parties hereunder (collectively, the “Borrower
Materials”) may be disseminated by, or on behalf of, the Administrative Agent, and made available, to the Lenders
by Electronic Transmission.


9.11Set-off;
Sharing of Payments.


 


(a)Right
of Setoff. The Administrative Agent, each Lender and each Affiliate (including each branch office thereof) of any of them is
hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to
time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set
off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other
Indebtedness, claims or other obligations at any time owing by the Administrative Agent, such Lender or any of their respective
Affiliates to or for the credit or the account of any Credit Party against any Obligation of any Credit Party now or hereafter
existing, whether or not any demand was made under any Loan Document with respect to such Obligation. No Lender shall exercise
any such right of set off without the prior written consent of the Administrative Agent or Required Lenders. The Administrative
Agent and each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application
made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the
validity of such setoff and application. The rights under this Section 9.11(a) are in addition to any other rights and remedies
(including other rights of setoff) that the Administrative Agent, the Lenders, their Affiliates and the other Secured Parties,
may have.


 


(b)Sharing
of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation
of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral
or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Section 9.9 or Article X
and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed
by, the Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from
other Lenders such participations in their Obligations as necessary for such Lender to share such excess payment with such Lenders
to ensure such payment is applied as though it had been received by the Administrative Agent and applied in accordance with this
Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance
herewith); provided, however, that (i) if such payment is rescinded or otherwise recovered from such Lender in whole
or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest
and (ii) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights
of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor
of the applicable Credit Party in the amount of such participation.


 


9.12Counterparts;
Facsimile Signature. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of
an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery
of a manually executed counterpart hereof.


 


9.13Severability.
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not
in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement
required hereunder.


 






    62 


     


    

 


9.14Captions.
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement.


 


9.15Independence
of Provisions. The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different limitations,
tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative
and must each be performed, except as expressly stated to the contrary in this Agreement.


 


9.16Interpretation.
This Agreement is the result of negotiations among and has been reviewed by counsel to the Credit Parties, the Administrative Agent,
each Lender and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan
Documents shall not be construed against the Lenders or the Administrative Agent merely because of the Administrative Agent’s
or Lenders’ involvement in the preparation of such documents and agreements. Without limiting the generality of the foregoing,
each of the parties hereto has had the advice of counsel with respect to Sections 9.18 and 9.19.


 


9.17No
Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of the Borrower,
the Lenders, the Administrative Agent and, subject to the provisions of Section 8.11, each other Secured Party, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or any of the other Loan Documents. Neither the Administrative Agent
nor any Lender shall have any obligation to any Person not a party to this Agreement or the other Loan Documents.


 


9.18Governing
Law and Jurisdiction.


 


(a)Governing
Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement,
including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or
tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).


 


(b)Submission
to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts
of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the
Southern District of New York and, by execution and delivery of this Agreement, each Credit Party executing this Agreement hereby
accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided
that nothing in this Agreement shall limit the right of the Administrative Agent to commence any proceeding in the federal or state
courts of any other jurisdiction to the extent the Administrative Agent determines that such action is necessary or appropriate
to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan
Document, each other Credit Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based
on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or
proceeding in such jurisdictions.


 


(c)Service
of Process. Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and
other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought
in the United States with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted
by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address
of the Borrower specified herein (and shall be effective when such mailing shall be effective, as provided therein). Each Credit
Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.


 






    63 


     


    

 


(d)Non-Exclusive
Jurisdiction. Nothing contained in this Section 9.18 shall affect the right of the Administrative Agent or any Lender to serve
process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against
any Credit Party in any other jurisdiction.


 


9.19Waiver
of Jury Trial. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION
CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.


 


9.20Entire
Agreement; Release; Survival.


 


(a)THE
LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE
SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY
CREDIT PARTY AND ANY LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE
OR EFFECT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT
SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENTS OR SUCH TERMS OF SUCH OTHER LOAN DOCUMENTS ARE NECESSARY
TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH).


 


(b)Execution
of this Agreement by the Credit Parties constitutes a full, complete and irrevocable release of any and all claims which each Credit
Party may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject
matter of this Agreement and the other Loan Documents. In no event shall any Indemnitee be liable on any theory of liability for
any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each
Credit Party signatory hereto hereby waives, releases and agrees (and shall cause each other Credit Party to waive, release and
agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and
whether or not known or suspected to exist in its favor.


 


(c)(i)
Any indemnification or other protection provided to any Indemnitee pursuant to Article VIII (The Administrative Agent), Section
9.5 (Costs and Expenses), Section 9.6 (Indemnity), this Section 9.20, and Article X (Taxes, Yield Protection and Illegality) and
(ii) the provisions of Section 8.1 of the Guaranty and Security Agreement, in each case, shall (x) survive the termination of the
Commitments and the payment in full of all other Obligations and (y) with respect to clause (i) above, inure to the benefit of
any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted
assigns.


 






    64 


     


    

 


9.21Patriot
Act. Each Lender that is subject to the Patriot Act hereby notifies the Credit Parties that pursuant to the requirements of
the Patriot Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes
the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance
with the Patriot Act.


 


9.22Joint
and Several. The obligations of the Credit Parties hereunder and under the other Loan Documents are joint and several. Without
limiting the generality of the foregoing, reference is hereby made to Article II of the Guaranty and Security Agreement, to which
the obligations of the Credit Parties are subject.


 


9.23Creditor-Debtor
Relationship. The relationship between the Administrative Agent and each Lender, on the one hand, and the Credit Parties, on
the other hand, is solely that of creditor and debtor. No Secured Party has any fiduciary relationship or duty to any Credit Party
arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties
and the Credit Parties by virtue of, any Loan Document or any transaction contemplated therein.


Article
X - TAXES, YIELD PROTECTION AND ILLEGALITY


 


10.1Taxes.
For purposes of this Section 10.1, the term “applicable law” includes FATCA.


 


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


 


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


 


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


 


(d)Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.9(f) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under
any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to
the Administrative Agent under this Section 10.1(d).


 






    65 


     


    

 


(e)Evidence
of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to
this Section 10.1, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(f)Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 10.1(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the
Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)Without
limiting the generality of the foregoing,


 


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


 


(B)any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


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


 






    66 


     


    

 


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


 


(3)in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate substantially in the form of Exhibit 10.1-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or


 


(4)to the
extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 10.1-2 or Exhibit 10.1-3,
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 10.1-4 on behalf of each
such direct and indirect partner;


 


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


 


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


 






    67 


     


    

 


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


 


(g)Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 10.1 (including by the payment of additional amounts
pursuant to this Section 10.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this Section 10.1(g) (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 10.1(g), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this Section 10.1(g) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This Section 10.1(g) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person. rights by, or the replacement of, a Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


10.2Reserved.


 


10.3Increased
Costs.


 


(a)Increased
Costs Generally. If any Change in Law shall:


 


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


 


(ii)subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits,
reserves, other liabilities or capital attributable thereto; or


 


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


 






    68 


     


    

  


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


 


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


 


(c)Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in Section 10.3(a) or (b) and delivered to the Borrower, shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


 


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


10.4Reserved.


 


10.5Reserved.


 


10.6Mitigation.
If any Lender requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 10.1, then such Lender shall (at the request of the Borrower) use reasonable
efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 10.1 in the future, and (ii) would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


10.7Certificates
of Lenders. Any Lender claiming reimbursement or compensation pursuant to this Article X shall deliver to the Borrower (with
a copy to the Administrative Agent) a certificate setting forth in reasonable detail the nature and amount payable to such Lender
hereunder and such certificate shall be conclusive and binding on the Borrower in the absence of manifest error.


 






    69 


     


    

 


Article
XI - DEFINITIONS 


 


11.1Defined
Terms. The following terms are defined in the Section referenced opposite such terms:


 


	“Additional Term Loans”	1.1(b)(i)
	“Agreement”	Preamble
	“ATL Commitment”	1.1(b)(i)
	“Borrower”	Preamble
	“Borrower Materials”	9.10(e)
	“Compliance Certificate”	4.2(b)
	“Consolidated Debt Service Coverage Ratio” 	Exhibit 4.2(b)
	“Consolidated EBITDA”	Exhibit 4.2(b)
	“Consolidated Leverage Ratio” 	Exhibit 4.2(b)
	“Designated Persons”	3.21
	“Eligible Assignee”	9.9(b)(iii)
	“Eurocurrency liabilities”	10.6
	“Event of Default”	7.1
	“FCPA”	3.22
	“Indemnified Matters”	9.6(a)
	“Indemnitee”	9.6(a)
	“Initial Term Loans”	1.1(a)(i)
	“Investments”	5.4
	“ITL Commitments”	1.1(a)(i)
	“Lateral”	Preamble
	“Lender” and “Lenders”	Preamble
	“Maximum Lawful Rate”	1.3(e)
	“MNPI”	9.10(a)
	“Observer”	4.17
	“OFAC”	3.21
	“OID”	1.3(f)
	“Other Taxes”	10.1(c)
	“Participant Register”	9.9(f)
	“Permitted Liens”	5.1
	“Prepayment Date”	1.6(d)
	“Principal Increase”	1.3(b)
	“Pro Forma Balance Sheet”	2.1(i)(v)
	“Register”	9.9(d)(ii)
	“Restricted Payments” 	5.11
	“Sale”	9.9(b)
	“Sanctions”	3.21
	“Martin & Airey Matter”	Definition of “Settlement Agreements”
	“Settlement Date”	1.11(b)
	“Tax Returns”	3.10
	“Taxes”	10.1(a)
	“Term Loan Commitments”	1.1
	“U.S. Tax Compliance Certificate”	10.1(f)(ii)(B)


 






    70 


     


    

 


In addition to the
terms defined elsewhere in this Agreement, the following terms have the following meanings:


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess
of fifty percent (50%) of the Stock and Stock Equivalents of any Person or otherwise causing any Person to become a Subsidiary
of the Borrower, or (c) a merger or consolidation or any other combination with another Person.


 


“Additional
Lateral Stock” means, collectively, the Stock (designated Series F) issued by Holdings to the Lenders (or the Administrative
Agent for the benefit of the Lenders) representing an aggregate of 5.0% (determined on a fully diluted basis) of the outstanding
Stock and Stock Equivalents of Holdings (and, in furtherance with the foregoing, the Lender(s) with an ATL Commitment are expected
to be issued an aggregate of 138,836 shares of Series F preferred Stock).


 


“Administrative
Agent” means Lateral in its capacity as administrative agent for the Lenders hereunder, and any successor administrative
agent.


 


“Affiliate”
means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person
that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however,
that no Secured Party shall be an Affiliate of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the
provisions of the Loan Documents. For purposes of this definition, “control” means the possession of either (a) the
power to vote, or the beneficial ownership of, 10% or more of the voting Stock of such Person (either directly or through the ownership
of Stock Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Aggregate
Term Loan Commitments” means the combined Term Loan Commitments of the Lenders, which shall initially be in the amount
of $8,000,000, as such amount may be reduced from time to time pursuant to this Agreement.


 


“Applicable
PIK Component” means, as of any date of determination, (a) if the Applicable Rate is sixteen percent (16.0%) per
annum on such date, four percent (4.0%) per annum, and (b) if the Applicable Rate is nineteen percent (19.0%) per annum on such
date, seven percent (7.0%) per annum.


 


“Applicable
Rate” means sixteen percent (16.0%) per annum; provided, however, in the event the Applicable Rate
Condition has not been satisfied by April 28, 2016, the “Applicable Rate” shall mean and refer to nineteen percent
(19.0%) per annum for the period commencing with such date and thereafter until the Applicable Rate Condition has been satisfied
(and, commencing with, and for periods following, the date of the satisfaction of the Applicable Rate Condition, the “Applicable
Rate” shall be, and revert to, sixteen percent (16.0%) per annum).


  


“Applicable
Rate Condition” means the receipt by Holdings after the Closing Date of unrestricted cash proceeds from an Equity
Issuance of Holdings after the Closing Date in an aggregate amount of not less than $5,000,000 (excluding from such determination
(x) any proceeds (escrowed or otherwise) from an Equity Issuance that was funded prior to the Closing Date, (y) any issuance or
exercise of any warrants, options or other Stock Equivalents now or hereafter held by any director, officer or other employee of
Holdings or any of its Subsidiaries, and (z) the Term Loans or the issuance of the Lateral Stock) and the contribution of all such
proceeds to the capital of the Borrower.


 






    71 


     


    

 


“Approved
Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged
in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course
of Business or (ii) temporarily warehouses loans for any Lender or any Person described in clause (i) above and (b) is advised
or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate
of any Person (other than an individual) that administers or manages such Lender.


 


“Assignment”
means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions
of Section 9.9 (with the consent of any party whose consent is required by Section 9.9), accepted by the Administrative Agent,
substantially in the form of Exhibit A-1 or any other form approved by the Administrative Agent.


 


“ATL Commitment
Termination Date” means the earliest to occur of (a) the date on which the ATL Commitments have been fully drawn
and (b) five (5) Business Days after the Tender Offer shall have expired in accordance with the Tender Offer Documents (as in effect
on the Closing Date or otherwise as amended or waived with the prior written consent of the Administrative Agent).


 


“ATL Note”
means a promissory note of the Borrower payable to a Lender, in substantially the form of Exhibit A-2 hereto, evidencing
the Indebtedness of the Borrower to such Lender resulting from the Additional Term Loan made to the Borrower by such Lender or
its predecessor(s).


 


“Attorney
Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel.


 


“Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978.


 


“Benefit
Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United
States or otherwise) to which any Credit Party incurs or otherwise has any obligation or liability, contingent or otherwise.


 


“Blocked
Account” means a deposit account of the Borrower designated as the “Cash Collateral Account” and that
is the subject of a Control Agreement pursuant to which the Borrower and the depository bank have agreed that the Administrative
Agent shall be the sole Person entitled to give instructions with respect to the disposition of funds maintained in such deposit
account.


 


“Board
of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee
thereof duly authorized to act on behalf of the board of directors (or comparable managers).


 


“Borrowing”
means a borrowing hereunder consisting of Term Loans made to or for the benefit of the Borrower by the Lenders pursuant to Article
I.


 


“Business
Day” means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in
New York City.


 


“Capital
Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property
by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared
in accordance with GAAP.


 


“Capital
Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale
leaseback transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would
be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person
prepared in accordance with GAAP.


 






    72 


     


    

 


“Cash Equivalents”
means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the
United States federal government or (ii) issued by any agency of the United States federal government the obligations of which
are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations
issued by any other agency of the United States federal government, any state of the United States or any political subdivision
of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P
or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1”
by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated
time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any
Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District
of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators)
and (C) has Tier 1 capital (as defined in such regulations) in excess of $500,000,000 and (e) shares of any United States money
market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause
(a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and
(iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States;
provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above
shall not exceed 365 days.


 


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


 


“CFC”
means a Subsidiary that is a “controlled foreign corporation” as defined in Section 957(a) of the Code or any successor
provision thereto.


 


“CFC Holding
Company” means a Wholly-Owned Subsidiary of Holdings substantially all of the assets of which consists of equity
interests in one or more CFCs or other CFC Holding Companies.


 


“Change
of Control” means any of (a) any “person” or “group” (within the meaning of Sections 13(d)
and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 25%, or more, of the Stock and Stock Equivalents of Holdings entitled (without regard to the occurrence of any contingency)
to vote for the election of members of the Board of Directors of Holdings; (b) a majority of the members of the Board of Directors
of Holdings do not constitute Continuing Directors; (c) Holdings fails to own and control, directly or indirectly, 100% of the
Stock and Stock Equivalents of (i) the Borrower and (ii) (other than as a result of a transaction expressly permitted under the
Agreement) each other Credit Party; or (d) any “change of control” or term of similar import shall have occurred under
any documentation evidencing Indebtedness in excess of the Threshold Amount.


 






    73 


     


    

 


“Closing
Date” means October 28, 2015.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Credit Party, any of their
respective Subsidiaries and any other Person who has granted a Lien to the Administrative Agent, in or upon which a Lien is granted,
purported to be granted, or now or hereafter exists in favor of any Lender or the Administrative Agent for the benefit of the Administrative
Agent, the Lenders and other Secured Parties, whether under this Agreement or under any other documents executed by any such Persons
and delivered to the Administrative Agent. For the avoidance of doubt, “Collateral” shall not include
any Excluded Property.


 


“Collateral
Access Agreement” means a landlord access or acknowledgement agreement of any lessor or other Person in possession
of, having a Lien upon, or having rights or interests in a Credit Party’s books and records or chattel paper, in each case,
in form and substance reasonably satisfactory to Administrative Agent.


 


“Collateral
Documents” means, collectively, the Guaranty and Security Agreement, the Mortgages, each Control Agreement, each
Collateral Access Agreement and all other security agreements, pledge agreements, patent and trademark security agreements, lease
assignments, guaranties and other similar agreements, and all amendments, restatements, modifications or supplements thereof or
thereto, by or between any one or more of any Credit Party, any of their respective Subsidiaries or any other Person pledging or
granting a lien on Collateral or guarantying the payment and performance of the Obligations, and any Lender or the Administrative
Agent for the benefit of the Administrative Agent, the Lenders and other Secured Parties now or hereafter delivered to the Lenders
or the Administrative Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements
(or comparable documents now or hereafter filed in accordance with the UCC or comparable law) against any such Person as debtor
in favor of any Lender or the Administrative Agent for the benefit of the Administrative Agent, the Lenders and the other Secured
Parties, as secured party, as any of the foregoing may be amended, restated and/or modified from time to time.


 


“Commitment
Percentage” means, as to any Lender, the percentage equivalent of such Lender’s ITL Commitment or ATL Commitment,
as applicable divided by the Aggregate Term Loan Commitments; provided that (a) after any type of Term Loan has been funded, Commitment
Percentages shall be determined for such type of Term Loan by reference to the outstanding principal balance thereof as of any
date of determination rather than the applicable Term Loan Commitments therefor and (b) following the termination of all Term Loan
Commitments, such term means, as to any Lender, the percentage equivalent of the principal amount of the Term Loans held by such
Lender, divided by the aggregate principal amount of the Term Loans held by all Lenders.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profit Taxes.


 


“Consent
to Assignment” means the consent and agreement of any Person to the granting of Liens by a Credit Party in the interests
of such Credit Party in an agreement or other Property of such Credit Party pursuant to the Collateral Documents and the exercise
of default remedies in respect thereof, all in form and substance satisfactory to the Administrative Agent.


 


“Consolidated
Capital Expenditures” means, for any period, the sum of, without duplication, all expenditures made, directly or
indirectly, by the Borrower and its Subsidiaries during such period, determined on a consolidated basis in accordance with GAAP,
that are or should be reflected as additions to property, plant or equipment or similar items reflected in the consolidated statement
of cash flows of the Borrower and its Subsidiaries, or have a useful life of more than one year.


 






    74 


     


    

 





“Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a)
with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such
liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such
liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued
for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) under any Rate
Contracts; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to
an agreement; or (e) for the obligations of another Person through any agreement to purchase, repurchase or otherwise acquire such
obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or
to maintain the solvency, financial condition or any balance sheet item or level of income of another Person. The amount of any
Contingent Obligation shall be equal to the amount of the obligation so guarantied or otherwise supported or, if not a fixed and
determined amount, the maximum amount so guarantied or supported.


 


“Continuing
Director” means (a) any member of the Board of Directors of Holdings who was a director (or comparable manager) of
Holdings on the Closing Date, and (b) any individual who becomes a member of the Board of Directors of Holdings after the Closing
Date if such individual was approved, appointed or nominated for election to the Board of Directors of Holdings by a majority of
the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors
of Holdings in office at the Closing Date in an actual or threatened election contest relating to the election of the directors
(or comparable managers) of Holdings and whose initial assumption of office resulted from such contest or the settlement thereof.


 


“Contractual
Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents
or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument,
document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound
or to which any of its Property is subject.


 


“Control
Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement
or commodity contract, an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Administrative
Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract
is carried and the Credit Party maintaining such account or owning such entitlement or contract, effective to grant “control”
(within the meaning of Articles 8 and 9 under the applicable UCC) over such account to the Administrative Agent.


 


“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations
thereof and all applications in connection therewith.


 


“Credit
Parties” means the Borrower, Holdings and each other Person (a) which executes a guaranty of the Obligations, or
(b) which grants a Lien to secure payment of the Obligations, which, for the avoidance of doubt, shall exclude all Excluded Subsidiaries.


 






    75 


     


    

 


“Default”
means any event or circumstance that, with the passing of time or the giving of notice or both, would (if not cured or otherwise
remedied during such time) become an Event of Default.


 


“Defined
Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) that is subject to
Title IV of ERISA for which the Borrower or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as
defined in Section 3(5) of ERISA) within the past six years.


 


“Disposition”
means (a) the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted
under Sections 5.2(a), 5.2(c), 5.2(d), 5.2(e), 5.2(g) and 5.2(h), and (b) the sale or transfer by the Borrower or any Subsidiary
of the Borrower of any Stock or Stock Equivalent issued by any Subsidiary of the Borrower and held by such transferor Person.


 


“Disqualified
Stock” means any Stock or Stock Equivalent which, by its terms (or by the terms of any security or other Stock into
which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole
or in part, on or prior to the date that is ninety-one (91) days following the final maturity date of the Term Loans (excluding
any provisions requiring redemption upon a “change of control” or similar event; provided that such “change of
control” or similar event results in the prior payment in full in cash of the Obligations (other than contingent indemnification
obligations to the extent no claim giving rise thereto has been asserted), the termination of all commitments to lend hereunder
and the termination of this Agreement), (b) is convertible into or exchangeable for (i) debt securities or (ii) any Stock or Stock
Equivalents referred to in (a) above, in each case, at any time on or prior to the date that is ninety-one (91) days following
the final maturity date of the Term Loans, or (c) is entitled to receive scheduled dividends or distributions in cash prior to
the time that the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has
been asserted) are paid in full in cash.


 


“Dollars”,
“dollars” and “$” each mean lawful money of the United States.


 


“Electronic
Transmission” means each document, instruction, authorization, file, information and any other communication transmitted,
posted or otherwise made or communicated by e-mail or E-Fax, or other electronic means.


 


“Environmental
Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the
regulation and protection of human health, safety, the workplace, the environment and natural resources, and including public notification
requirements and environmental transfer of ownership, notification or approval statutes. 


 


“Environmental
Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses
of investigation and feasibility studies, including the cost of environmental consultants and attorneys’ costs) that may
be imposed on, incurred by or asserted against any Credit Party or any Subsidiary of any Credit Party as a result of, or related
to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection
with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other
operation or occupation of property by any Credit Party or any Subsidiary of any Credit Party, whether on, prior or after the date
hereof.


 


“Equity
Issuance” means any issuance of Stock or Stock Equivalents by, or a capital contribution to, Holdings (other than
in respect of the issuance of the Lateral Stock).


 






    76 


     


    

 


“Equity
Investment Documents” means, collectively, (a) the Registration Rights Agreement dated as of Closing Date among Holdings
and the Lenders party thereto, (b) the Redemption Rights Agreement dated as of Closing Date among Holdings and the Lenders party
thereto, (c) Voting and Cooperation Agreement dated as of the Closing Date among (inter alios) the stockholders of Holdings party
thereto, the Borrower, and the Lenders party thereto, and (d) any other documents or instruments executed in connection with any
of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA
Affiliate” means, collectively, any Credit Party and any Person under common control or treated as a single employer
with, any Credit Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code.


 


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


 


“Excluded
Accounts” means (a) any payroll account, so long as such payroll account is a zero balance account, (b) withholding
tax and fiduciary accounts and (c) petty cash accounts holding amounts on deposit which do not exceed $10,000.


 


“Excluded
Property” has the meaning ascribed to such term in the Guaranty and Security Agreement.


 


“Excluded
Subsidiary” means (a) any CFC, (b) any CFC Holding Company, and (c) any direct or indirect Subsidiary of a CFC.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Term Loan Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Term Loan Commitment
(other than pursuant to an assignment request by the Borrower under Section 10.7) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 10.1, amounts with respect to such Taxes were payable either to such
Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending
office, (c) Taxes attributable to such Recipient’s failure to comply with Section 10.1 and (d) any U.S. federal withholding
Taxes imposed under FATCA.


 


“Extraordinary
Receipts” means all amounts received by a Credit Party or any Subsidiary thereof not in the Ordinary Course of Business,
including: (a) foreign, United States, state or local tax refunds; (b) pension plan reversions; (c) proceeds of business interruption
insurance; (d) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action; (e)
indemnity payments; and (f) any purchase price adjustment received in connection with any purchase agreement.


 






    77 


     


    

 


“E-Fax”
means any system used to receive or transmit faxes.


 


“Facility
Termination Date” means the date on which all Term Loans and all other Obligations under the Loan Documents have
been paid and satisfied in full. In the case of any contingent Obligations (excluding contingent Obligations as to which no claim
has been asserted), there shall have been deposited cash collateral with respect to all such contingent Obligations in amounts
and on terms and conditions and with parties reasonably satisfactory to the Administrative Agent and each Indemnitee that is, or
may be, owed such Obligations.


 


“FATCA”
means Sections 1471, 1472, 1473 and 1474 of the Code, as in effect as of the date of this Agreement (and any amended or successor
version that is substantively comparable and not materially more onerous to comply with), current or future United States Treasury
Regulations promulgated thereunder or official interpretations with respect thereto and any agreements entered into pursuant to
Section 1471(b)(1) of the Code.


 


“Federal
Flood Insurance” means federally backed Flood Insurance available under the National Flood Insurance Program to owners
of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance
Program.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its
principal functions.


 


“Fee Letter”
means that certain letter agreement dated as of the date hereof between the Borrower and Lateral.


 


“FEMA”
means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National
Flood Insurance Program.


 


“Fiscal
Quarter” means any of the quarterly accounting periods of the Credit Parties ending on March 31, June 30, September
30 and December 31 of each year.


 


“Fiscal
Year” means any of the annual accounting periods of the Credit Parties ending on September 30 of each year.


 


“Flood
Insurance” means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private
insurance reasonably satisfactory to the Administrative Agent, in either case, that (a) meets the requirements set forth by FEMA
in its Mandatory Purchase of Flood Insurance Guidelines, (b) shall include a deductible not to exceed $25,000 and (c) shall
have a coverage amount equal to the lesser of (i) the “replacement cost value” of the buildings and any personal property
Collateral located on the Real Estate as determined under the National Flood Insurance Program or (ii) the maximum policy limits
set under the National Flood Insurance Program.


 


“Foreign
Lender” means a Lender that is not a U.S. Person.


 


“GAAP”
means generally accepted accounting principles in the United States, as in effect from time to time, set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements
and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and authority
within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject to Section
11.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of
the financial statements described in Section 3.11(a).


 






    78 


     


    

 


“Google
San Jose Contract” means the Borrower’s contract to work on the Google San Jose project via Ericsson.


 


“Governmental
Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency,
authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory
or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator,
public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory
organization (including the National Association of Insurance Commissioners).


 


“Guarantor”
means any Person that has guaranteed any Obligations, which, for the avoidance of doubt, shall exclude all Excluded Subsidiaries.


 


“Guaranty
and Security Agreement” means that certain Guaranty and Security Agreement, dated as of even date herewith, in form
and substance reasonably acceptable to the Administrative Agent and the Borrower, made by the Credit Parties in favor of the Administrative
Agent, for the benefit of the Secured Parties, as the same may be amended, restated and/or modified from time to time.


 


“Hazardous
Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any
Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect,
including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.


 


“Holdings”
has the meaning set forth in the recitals to this Agreement.


 


“Indebtedness”
of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed
as the deferred purchase price of Property or services, including earnouts (other than trade payables entered into in the Ordinary
Course of Business and which are not past due by more than 90 days); (c) the face amount of all letters of credit issued for the
account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect
to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes,
bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property,
assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or
incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of
the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property); (f) all
Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off
balance sheet financing product; (h) except as it relates to the Lateral Stock, all obligations of such Person, whether or not
contingent, in respect of Disqualified Stock, valued at, in the case of redeemable preferred Stock, the greater of the voluntary
liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness
referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations in
respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above.


 


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


 






    79 


     


    

 


“Initial
Lateral Stock” means, collectively, the Stock (designated Series D and F) issued by Holdings to the Lenders (or the
Administrative Agent for the benefit of the Lenders) representing an aggregate of 15.0% (determined on a fully diluted basis) of
the outstanding Stock and Stock Equivalents of Holdings (and, in connection with the foregoing (a) Lateral Juscom Feeder LLC is
expected to be issued an aggregate of 54,480 shares of Series D preferred Stock and 84,356 shares of Series F preferred Stock,
and (b) Lateral FTE Feeder LLC is expected to be issued an aggregate of 108,961 shares of Series D preferred Stock and 168,711
shares of Series F preferred Stock).


 


“Insolvency
Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect
of its creditors generally or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under U.S.
federal, state or foreign law, including the Bankruptcy Code.


 


“Intellectual
Property” means all rights, title and interests in or relating to intellectual property and industrial property arising
under any Requirement of Law and all IP Ancillary Rights relating thereto, including, without limitation, all Copyrights, Trademarks,
Patents, IP Licenses and internet domain names.


 


“Interest
Payment Date” means the last day of each calendar quarter, commencing with the calendar quarter ended December 31,
2015.


 


“Intermediate
Holdings” means Optos Capital Partners, LLC, a Delaware limited liability company and (as of the Closing Date) the
holder of all of the Stock and Stock Equivalents of the Borrower.


 


“IP Ancillary
Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals,
reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property
and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the
foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for
any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case,
all rights to obtain any other IP Ancillary Right.


 


“IP License”
means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and
interest in or relating to any Intellectual Property.


 


“IRS”
means the Internal Revenue Service of the United States and any successor thereto.


 


“ITL Note”
means a promissory note of the Borrower payable to a Lender, in substantially the form of Exhibit I-1 hereto, evidencing
the Indebtedness of the Borrower to such Lender resulting from the Initial Term Loan made to the Borrower by such Lender or its
predecessor(s).


 


“Lateral
Entities” means Lateral or any of its Affiliates, including any investment funds or accounts managed by any of the
foregoing.


 


“Lateral
Stock” means, collectively, the Initial Lateral Stock and the Additional Lateral Stock.


 


“Lender”
means each Lender that holds a Term Loan Commitment or a Term Loan, including such Lender’s successors and permitted assigns.


 






    80 


     


    

 


“Liabilities”
means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions,
costs, fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection
with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of
any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial,
legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual,
punitive, treble or otherwise.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien
(statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement
of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a
lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of
the foregoing.


 


“Loan Documents”
means this Agreement, the Notes, the Collateral Documents, the Consent to Assignment, the Fee Letter, and all documents delivered
to the Administrative Agent and/or any Lender in connection with any of the foregoing.


 


“Margin
Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Material
Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause,
a material adverse change in any of (a) the condition (financial or otherwise), business, performance, operations or Property of
the Borrower or the Credit Parties and their Subsidiaries taken as a whole; (b) the ability of any Credit Party, any Subsidiary
of any Credit Party or any other Person (other than the Administrative Agent or Lenders) to perform its obligations under any Loan
Document; or (c) the validity or enforceability of any Loan Document or the rights and remedies of the Administrative Agent, the
Lenders and the other Secured Parties under any Loan Document.


 


“Material
Contract” means, with respect to each Credit Party, (a) the Google San Jose Contract (including any other Google
related project), (b) the Settlement Agreements, (c) the Tender Offer Documents, (d) each contract or agreement to which such Credit
Party or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of
$50,000 or more (other than purchase orders in the Ordinary Course of Business of such Person or such Subsidiary and other than
contracts that by their terms may be terminated by such Person or Subsidiary in the Ordinary Course of Business upon less than
60 days notice without penalty or premium) and (e) all other contracts or agreements, the loss of which could reasonably be expected
to result in any Material Liability or a Material Adverse Effect.


 


“Material
Liability” means, with respect to each Credit Party, any claim or other liability upon such Credit Party or its assets
exceeding $25,000.


 


“Material
Real Estate” means any fee simple Real Estate of a Credit Party that has a fair market value greater than $500,000.


 


“Maturity
Date” means October 28, 2017.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 






    81 


     


    

 


“Mortgage”
means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt
or other document creating a Lien on Real Estate or any interest in Real Estate.


 


“Multiemployer
Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate
incurs or otherwise has any obligation or liability, contingent or otherwise.


 


“National
Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance
Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that
mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating
communities and provides protection to property owners through a federal insurance program.


 


“Net Issuance
Proceeds” means, in respect of any incurrence of Indebtedness or the issuance of Stock or Stock Equivalents by, or
a capital contribution to, the Borrower, cash proceeds (including cash proceeds as and when received in respect of non-cash proceeds
received or receivable in connection with such incurrence or issuance), net of underwriting discounts and reasonable out-of-pocket
costs and expenses paid or incurred in connection therewith in favor of any Person not an Affiliate of the Borrower.


 


“Net Proceeds”
means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received
by the Person making a Disposition, as well as insurance proceeds and condemnation and similar awards received on account of an
Event of Loss or otherwise in respect of the receipt of any Extraordinary Receipts, net of: (a) in the event of a Disposition (i)
the direct costs relating to such Disposition excluding amounts payable to the Borrower or any Affiliate of the Borrower, (ii)
sale, use or other transaction Taxes paid or payable as a result thereof, and (iii) amounts required to be applied to repay principal,
interest and prepayment premiums and penalties on Indebtedness (other than Indebtedness evidenced hereby) secured by a Lien on
the asset which is the subject of such Disposition, (b) in the event of an Event of Loss, (i) all money actually applied to repair
or reconstruct the damaged Property or Property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably
incurred in connection with the collection of such proceeds, award or other payments, and (iii) any amounts retained by or paid
to parties having superior rights to such proceeds, awards or other payments, and (c) in the event of the receipt of any Extraordinary
Receipts, all of the costs and expenses reasonably incurred in connection therewith.


 


“Non-Funding
Lender” means any Lender that has failed to fund its Term Loans when required to do so in accordance with the terms
of this Agreement, unless subject to a good faith dispute with respect thereto.


 


“Notice
of Borrowing” means a notice given by the Borrower to the Administrative Agent in substantially the form of Exhibit
N-1 hereto.


 


“Obligations”
means all Term Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by any Credit
Party to any Lender, the Administrative Agent or any other Person required to be indemnified, that arises under any Loan Document,
whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or
in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become
due, now existing or hereafter arising and however acquired.


 


“Ordinary
Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s
business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not
for purposes of evading any covenant or restriction in any Loan Document.


 






    82 


     


    

 


“Organization
Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate
of determination or instrument relating to the rights of preferred shareholders of such corporation and any shareholder rights
agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any
limited liability company, the operating agreement and articles or certificate of formation or (d) any other document setting forth
the manner of election or duties of the officers, directors, managers or other similar persons, or the designation, amount or relative
rights, limitations and preference of the Stock of a Person.


 


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


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.7).


 


“Patents”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to letters patent and applications therefor.


 


“Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, P.L. 107-56.


 


“PBGC”
means the United States Pension Benefit Guaranty Corporation or any successor thereto.


 


“Permits”
means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant,
franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether
or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.


 


“Permitted
Refinancing” means Indebtedness constituting a refinancing or extension of Indebtedness permitted under Section 5.5(c)
or 5.5(d) that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness
being refinanced or extended, (b) has a Weighted Average Life to Maturity (measured as of the date of such refinancing or extension)
and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as part of a sale leaseback
transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or
extended, (e) the obligors of which are the same as the obligors of the Indebtedness being refinanced or extended and (f) is otherwise
on terms no less favorable to the Credit Parties and their Subsidiaries, taken as a whole, than those of the Indebtedness being
refinanced or extended.


 






    83 


     


    

 


“Person”
means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company,
estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other
entity or Governmental Authority.


 


“Prepayment
Premium” means, with respect to any payment of principal in respect of the Term Loans (including principal that has
become due and payable following an Event of Default arising prior to the Maturity Date), a prepayment premium equal to six percent
(6.0%) of the amount paid.


 


“Prior
Creditor” means collectively (a) AmeriFactors Financial Group, LLC and (b) Michael Palleschi.


 


“Prior
Indebtedness” means the Indebtedness and obligations specified on Schedule P-1 hereto.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


 


“Qualified
Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Borrower
and its Subsidiaries that is in deposit accounts or in securities accounts, or any combination thereof, and which such deposit
account or securities account is the subject of a Control Agreement and is subject to a first priority (other than liens in favor
of the depositary bank or securities intermediary for ordinary course bank charges as reflected in the Control Agreement) security
interest in favor of the Administrative Agent perfected in accordance with applicable law; provided, that amounts maintained
in the Blocked Accounts shall not constitute Qualified Cash.


 


“Rate Contracts”
means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) designed to provide protection against fluctuations
in interest or currency exchange rates and any other agreements or arrangements designed to provide such protection.


 


“Real Estate”
means any real property owned, leased (including, without limitation, each Leasehold Interest), subleased or otherwise operated
or occupied by any Credit Party or any Subsidiary of any Credit Party.


 


“Real Estate
Collateral Requirements” means the following:


 


(a)The
Administrative Agent shall have received (i) a commitment for a policy of title insurance that is acceptable to the Administrative
Agent in its sole discretion with the final title insurance policy being delivered promptly following the recordation of the applicable
Mortgage, insuring the Secured Parties’ first priority Liens and showing no Liens prior to the Secured Parties’ Liens
other than Permitted Liens (each, a “Title Policy”), (ii) copies of all recorded documents creating exceptions
to the applicable Title Policy, (iii) a certification from the National Research Center, or any successor agency thereto, regarding
each parcel of real property subject to a Mortgage, (iv) a Phase I environmental assessment and such other environmental reports
reasonably requested by the Administrative Agent regarding each parcel of real property subject to a Mortgage by an environmental
engineering firm acceptable to the Administrative Agent showing no environmental conditions in violation of Environmental Laws
or liabilities under Environmental Laws that could reasonably be expected to result in any Material Liability, and (v) all applicable
Real Estate Support Documents.


 


(b)The
Title Policy shall provide an insured amount that is acceptable to Administrative Agent in its sole discretion, and shall provide
for all endorsements required by the Administrative Agent.


 






    84 


     


    

 


(c)The
Borrower shall have provided or obtained any customary estoppels, affidavits and indemnities as may be required or necessary to
obtain title insurance satisfactory to the Administrative Agent.


 


“Real Estate
Support Documents” means such landlord waivers and non-disturbance agreements, third party consents, flood hazard
certification, engineering and structural reports, permanent certificates of occupancy, evidence of zoning compliance and recordation
of applicable leasehold interests, if any, and evidence of Flood Insurance (if required), as the Administrative Agent may reasonably
request, all in form and substance satisfactory to the Administrative Agent.


 


“Recipient”
means the Administrative Agent and any Lender.


 


“Related
Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent,
trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including
those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other
consultants and agents of or to such Person or any of its Affiliates.


 


“Releases”
means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.


 


“Remedial
Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material
in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger
or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations
and post-remedial monitoring and care with respect to any Hazardous Material.


 


“Required
Lenders” means the Lender having, or if there is more than one Lender, at least two Lenders in the aggregate having
(a) more than fifty percent (50%) of the Aggregate Term Loan Commitments or (b) if the Aggregate Term Loan Commitments have been
terminated, more than fifty percent (50%) of the outstanding principal amount of the Term Loans; provided, however,
if, as of any date of determination, the Lenders are composed solely of Lateral Entities and WP Entities then Required Lenders
shall require at least one (1) Lender that is a Lateral Entity and one (1) Lender that is a WP Entity.


 


“Requirement
of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or
international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs,
injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration
thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether
or not having the force of law and that are applicable to or binding upon such Person or any of its Property or to which such Person
or any of its Property is subject.


 


“Responsible
Officer” means the chief executive officer or the chief financial officer of the Borrower, as applicable, or any
other officer having substantially the same authority and responsibility.


 


“S&P”
means Standard & Poor’s Rating Services.


 


“Secured
Party” means the Administrative Agent, each Lender, each other Indemnitee and each other holder of any Obligation
of a Credit Party.


 






    85 


     


    

 


“Senior
Secured Notes” means the senior secured notes of Holdings issued in connection with those certain Subscription Agreements
and related Promissory Notes variously dated in 2011.


 


“Settlement
Agreements” means (a) the Settlement and Release Agreement effective as of October 26, 2015 between Holdings and
Daniel Fournier Agencement Sa., (b) the Settlement and Release Agreement effective as of October 27, 2015 between Optos Capital
Partners, LLC and ASG US II LLC, and (c) the to be documented settlement arrangements described in the letter dated October 28,
2015 and addressed to Affiliates of Lateral by Maurice R. Mitts, Esq., counsel to Holdings (the “Martin & Airey
Matter”).


 


“Solvent”
means, with respect to any Person as of any date of determination, that, as of such date, (a) the sum of the debt (including contingent
liabilities) of such Person and its Subsidiaries, taken as a whole, does not exceed the fair value on a going concern basis of
the present assets of such Person and its Subsidiaries, taken as a whole; (b) the capital of such Person and its Subsidiaries,
taken as a whole, is not unreasonably small in relation to the business of such Person and its Subsidiaries, taken as a whole,
contemplated as of the date hereof; and (c) such Person and its Subsidiaries, taken as a whole, do not intend to incur, or believe
that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to generally pay such
debt as they mature in the ordinary course of business.  For the purposes hereof, (i) the amount of any contingent liability
at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured liability and (ii) the Term Loans shall be deemed to
mature on the stated maturity dates set forth herein (without giving effect to any acceleration or mandatory prepayment thereof).


 


“Special
Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance
of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.


 


“SPV”
means any special purpose funding vehicle identified as such in a writing by any Lender to the Administrative Agent.


 


“Stock”
means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership
or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless
of how designated) of or in a Person (other than an individual), whether voting or non-voting.


 


“Stock
Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all
warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether
or not presently convertible, exchangeable or exercisable.


 


“Subordinated
Indebtedness” means the Indebtedness of any Credit Party or any Subsidiary of any Credit Party which is subordinated
to the Obligations as to right and time of payment and as to other rights and remedies thereunder and having such other terms as
are, in each case, satisfactory to the Administrative Agent.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other
entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent
(50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries
of such Person.


 






    86 


     


    

 


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


 


“Tax Affiliate”
means, (a) the Borrower, (b) each other Credit Party and (c) any Affiliate of the Borrower with which the Borrower files consolidated,
combined or unitary Tax returns.


 


“Tender
Offer” means Holdings’ offer to purchase the Senior Secured Notes in accordance with the Tender Offer Documents
as in effect on the Closing Date.


 


“Tender
Offer Documents” means, with respect to the Senior Secured Notes, (a) Holdings’ offer to purchase its Senior
Secured Notes and (b) all other documents and instruments executed and delivered in connection with the foregoing.


 


“Term Loans”
means, collectively, the Initial Term Loans, the Additional Term Loans (if any), and any interest paid-in-kind in accordance with
Section 1.3 hereof.


 


“Threshold
Amount” means $100,000.


 


“Title
Company” means a title insurance company reasonably acceptable to the Administrative Agent.


 


“Trademark”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations
thereof and all applications in connection therewith.


 


“Transaction
Documents” means, collectively, the Loan Documents, the Equity Investment Documents and the Tender Offer Documents.


 


“UCC”
means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform
Commercial Code, the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“United
States” and “U.S.” each means the United States of America.


 


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


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment or other required payments
of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness;
provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced,
refunded, renewed, replaced or extended, the effects of any prepayments made on such Indebtedness prior to the date of the applicable
extension shall be disregarded.


 






    87 


     


    

 


“Wholly-Owned
Subsidiary” of a Person means any Subsidiary of such Person, all of the Stock and Stock Equivalents of which (other
than directors’ qualifying shares required by law) are owned by such Person, either directly or through one or more Wholly-Owned
Subsidiaries of such Person.


 


“Withholding
Agent” means the Borrower and the Administrative Agent.


 


“WP Entities”
means Lateral FTE Feeder LLC or any of its Affiliates, including any investment funds or accounts managed by any of the foregoing.


 


11.2Other
Interpretive Provisions.


 


(a)Defined
Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall
have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined
terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms)
not otherwise defined herein and that are defined in the UCC shall have the meanings therein described.


 


(b)The
Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used
in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any
particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are
to this Agreement or such other Loan Documents unless otherwise specified.


 


(c)Certain
Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced. The term “including” is not limiting and means “including without
limitation.”


 


(d)Performance;
Time. Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall
be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied
on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including”; the words “to” and “until” each mean “to
but excluding”, and the word “through” means “to and including.” All references to the time of day
shall be a reference to New York time. If any provision of this Agreement or any other Loan Document refers to any action taken
or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass
any and all means, direct or indirect, of taking, or not taking, such action.


 


(e)Contracts.
Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments,
including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments thereto, restatements
and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the
extent such amendments and other modifications are not prohibited by the terms of any Loan Document.


 


(f)Laws.
References to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference
and, except as otherwise provided with respect to FATCA, are to be construed as including all statutory and regulatory provisions
related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.


 






    88 


     


    

 


11.3Accounting
Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided
herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement
hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article V or VI
unless Holdings, the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such
changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents
provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before
and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V and Article
VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial
Accounting Standard having a similar result or effect) to value any Indebtedness or other Liabilities of any Credit Party or any
Subsidiary of any Credit Party at “fair value.” Any lease that was treated as an operating lease under GAAP at the
time it was entered into that later becomes a capital lease as a result of a change in GAAP during the life of such lease, including
any renewals, and any lease entered into after the date of this Agreement that would have been considered an operating lease under
the provisions of GAAP in effect as of December 31, 2014, in each case, shall be treated as an operating lease for all purposes
under this Agreement. A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date
of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the
financial statements reflecting such breach are delivered to the Administrative Agent.


 


11.4Payments.
The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount
expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by
any Credit Party. Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all
purposes, absent manifest error. No determination or redetermination by any Secured Party or any Credit Party and no other currency
conversion shall change or release any obligation of any Credit Party or of any Secured Party (other than the Administrative Agent
and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any
conversion and payment of the amount as converted. The Administrative Agent may round up or down, and may set up appropriate mechanisms
to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.


 


[Balance of page intentionally left blank;
signature pages follow.]


 






    89 


     


    

 





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


 











	 	BORROWER:
	 	 
	 	JUS-COM, INC.
	 	 
	 	 
	 	By: ______________________
	 	Name:
	 	Title:  
	 	 
	 	Address for notices:
	 	c/o FTE Networks, Inc.
	 	5495 Bryson Dr, Suite 423 
	 	Naples, Florida 34109
	 	Attention:  Chief Executive Officer
	 	
        Facsimile: __________________

        Email: mpalleschi@ftenet.com

	 	 
	 	 
	 	HOLDINGS:
	 	 
	 	FTE NETWORKS, INC.
	 	 
	 	 
	 	By:  _________________
	 	Name: 
	 	Title:  
	 	 
	 	Address for notices:
	 	c/o FTE Networks, Inc.
	 	5495 Bryson Dr, Suite 423 
	 	Naples, Florida 34109
	 	Attention:  Chief Executive Officer
	 	
        Facsimile: __________________

        Email: mpalleschi@ftenet.com



 


 





Signature Page of Credit Agreement

JUS-COM, Inc.











     


     


    

 


 


	 	 
	 	 
	 	LATERAL JUSCOM FEEDER LLC,
	 	as Administrative Agent 
	 	 
	 	By:  Lateral Global Investors, LLC, its Manager
	 	 
	 	By:  /s/ Richard de Silva
	 	Richard de Silva, Manager
	 	 
	 	Address for notices and payments:
	 	
	 	c/o Lateral Global Investors LLC
	 	
        1825 South Grant Street, Suite 210

        San Mateo, California 94402

	 	Attention:  Patrick Feeney
	 	
        Facsimile No.: _________________

        Email: Patrick@lateralim.com



 


 





Signature Page of Credit Agreement

JUS-COM, Inc.











     


     


    

 


	 	 
	 	LATERAL JUSCOM FEEDER LLC,
	 	as a Lender
	 	 
	 	By:  Lateral Global Investors, LLC, its Manager
	 	 
	 	By:  /s/ Richard de Silva
	 	Richard de Silva, Manager
	 	 
	 	Address for notices and payments:
	 	 
	 	c/o Lateral Global Investors LLC
	 	
        1825 South Grant Street, Suite 210

        San Mateo, California 94402

	 	Attention:  Patrick Feeney
	 	
        Facsimile No.: _________________

        Email: Patrick@lateralim.com



 


 





Signature Page of Credit Agreement

JUS-COM, Inc.











     


     


    

 





	 	 
	 	LATERAL FTE FEEDER LLC,
	 	as a Lender
	 	 
	 	By:  Lateral Global Investors, LLC, its Manager
	 	 
	 	By:  /s/ Richard de Silva
	 	Richard de Silva, Manager
	 	 
	 	Address for notices and payments:
	 	 
	 	c/o Lateral Global Investors LLC
	 	
        1825 South Grant Street, Suite 210

        San Mateo, California 94402

	 	Attention:  Patrick Feeney
	 	
        Facsimile No.: _________________

        Email: Patrick@lateralim.com



 





Signature Page of Credit Agreement

JUS-COM, Inc.











     


     


    

 





	 	 
	 	LATERAL U.S. CREDIT OPPORTUNITIES FUND, L.P., as a Lender
	 	 
	 	By:  Lateral Credit Opportunities, LLC, its General Partner
	 	 
	 	By:  /s/ Richard de Silva
	 	Richard de Silva, Manager
	 	 
	 	Address for notices and payments:
	 	 
	 	c/o Lateral Global Investors LLC
	 	
        1825 South Grant Street, Suite 210

        San Mateo, California 94402

	 	Attention:  Patrick Feeney
	 	
        Facsimile No.: _________________

        Email: Patrick@lateralim.com




 


 





Signature Page of Credit Agreement

JUS-COM, Inc.


 






     


     


    

 










	Schedule 1.1(a)
	Initial Term Loan Commitments
	Lateral Juscom Feeder LLC	$2,000,000
	Lateral FTE Feeder LLC	$4,000,000


 






     


     


    

 





	Schedule 1.1(b)
	Additional Term Loan Commitments
	Lateral U.S. Credit Opportunities Fund	$2,000,000



 






     


     


    

 


	Schedule 3.18
	Insurance


 






     


     


    

 





	Schedule 3.19
	Ventures, Subsidiaries and Affiliates, Outstanding Stock
	Subsidiaries and Joint Ventures:
	 
	Issued and outstanding Stock and Stock Equivalent of each Credit Party:
	Credit Party:	Holders:	Type of Interest:	Number of Units:	Percentage of Total Voting Power (rounded):	Percentage Interest (rounded):
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	Preemptive or other rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party or Subsidiary thereof may be required to issue, sell, repurchase or redeem any Stock or Stock Equivalents: 


 






     


     


    




 


	Schedule 3.23(b)
	Jurisdiction of Organization; Legal Names; Etc.
	Legal Name:	Type of Entity:	
        Registered Organization

        (Yes / No):
	Organizational Number:	Federal Taxpayer Identification Number:	Jurisdiction of Formation:
	 	 	 	 	 	 



 






     


     


    

 





	Schedule 3.23(c)
	Intellectual Property





 






     


     


    

 


	Schedule 3.23(d)
	Documents; Instruments


  






     


     


    

 





	Schedule 3.23(e)
	Deposit Accounts; Securities Accounts
	Deposit Accounts:


 








 


 


	Securities Accounts:


 


 






     


     


    

  


	Schedule 3.23(f)
	Electronic Chattel Paper; Letter of Credit Rights
	Electronic Chattel Paper:


 


 


 


 


 


 


 


 


 


 


	Letter of Credit Rights:


 


 


 






     


     


    




 


	Schedule 3.23(g)
	Commercial Tort Claims


 






     


     


    

 





	Schedule 3.23(h)
	Pledged Stock and Stock Equivalents


 


 






     


     


    

 


 


	Schedule 3.23(i)
	Chief Executive Office; Real Estate Related Disclosures
	Chief Executive Office:  


 


 


 


 


 


 


 


 


	Other Locations:






     


     


    

 





	Schedule 3.23(j)
	Material Contracts


 






     


     


    

  


	Schedule 4.14
	Post-Closing Milestones


 





 


		1.	No later than January 28, 2016, Holdings shall provide evidence to the Administrative Agent that it has undertaken commercially
reasonable efforts to expand its Board of Directors.



 


		2.	No later than April 28, 2016, Holdings shall have hired a Chief Financial Officer with public company CFO experience; any such
Person shall be acceptable to the Administrative Agent (such approval not to be unreasonably withheld).



 


		3.	No later than July 28, 2016 (a) the Board of Directors will be composed of not less than seven (7) Persons, not less than three
of which shall constitute independent board members (within the meaning of the NYSE and NASDAQ listing requirements), and (b) the
Board of Directors shall have formally established Audit and Compensation Committees, each of which shall be chaired by an independent
board member.



 


		4.	No later than October 28, 2017, Holdings shall provide evidence to the Administrative Agent that it has undertaken commercially
reasonable efforts to uplist Holdings’ Stock from the OTC board to NASDAQ or another national securities exchange reasonably
acceptable to the Administrative Agent.



 


		5.	No later than November 28, 2015, Holdings shall provide (i) evidence to the Administrative Agent that all deposit accounts
of the Credit Parties maintained with Wells Fargo Bank, National Association have been closed and (ii) to the extent not delivered
on the Closing Date, Control Agreements on all deposit accounts of the Credit Parties, other than deposit accounts constituting
Excluded Accounts or otherwise maintained at Fifth Third Bank.



 


		6.	No later than December 28, 2015, Holdings shall provide evidence to the Administrative Agent that all deposit accounts of the
Credit Parties maintained with Fifth Third Bank have been closed.



 


		7.	No later than November 6, 2015, the Credit Parties shall have delivered to the Administrative Agent (i) insurance certificates
and lenders loss payable endorsements in respect of the Credit Parties’ insurance policies, all in form and substance satisfactory
to the Administrative Agent, (ii) duly authorized and issued Stock certificates of all Credit Parties composing Collateral, together
with associated Stock powers duly executed in blank with respect thereto, (iii) evidence that the Organizational Documents of each
Credit Party that is a limited liability company organized under the laws of the United States or a political subdivision thereof
have been amended, in form and substance reasonably satisfactory to the Administrative Agent, to reflect the members’ election
to opt-in to Article 8 of the UCC, certificate the Stock of such Credit Party and otherwise to accommodate any assignments thereof
arising from the exercise of default remedies by the Secured Parties, and (iv) legal opinions from (A) K&L Gates LLP, designated
transactional counsel to the Credit Parties, (B) special Nevada counsel to the Credit Parties, and (C) special Indiana counsel
to the Credit Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent.



 


		8.	No later than November 13, 2015, Holdings’ transfer agent shall have delivered to the Lenders the Initial Lateral Stock.



 








		9.	The Credit Parties shall use commercially reasonable efforts to prepare, execute and deliver final (and effective) documentation
evidencing the resolution of the Martin & Airey Matter no later than November 13, 2015, all in form and substance reasonably
satisfactory to the Administrative Agent and (in any event) on terms consistent with the terms described to the Administrative
Agent prior to the Closing Date.



 






     


     


    

 


	Schedule 5.1
	Liens


 


 



     


     


    




 


	Schedule 5.4
	Investments


 






     


     


    

 





	Schedule 5.5
	Indebtedness






     


     


    






 





	Schedule 5.9
	Contingent Obligations


  






     


     


    

 








	Schedule P-1
	Prior Indebtedness


 





With respect to the Closing Date, Indebtedness evidenced by:


 


		Ø	the Factoring Agreement dated as of May 12, 2014 between AmeriFactors Financial Group, LLC and Focus Fiber Solutions, LLC



 


		Ø	the Factoring Agreement dated as of May 12, 2014 between AmeriFactors Financial Group, LLC and JUS-COM, INC.



 





With respect to the Borrowing date of the Additional Term Loans,
Indebtedness evidenced by:


 


		Ø	Michael Palleschi



 






     


     


    

 


	Exhibit 2.1(c)
	Form of Solvency Certificate




Dated: [·], 2015


 


This Solvency Certificate
(this “Solvency Certificate”) is being executed and delivered pursuant to Section 2.1(c) of the Credit
Agreement dated as of October 28, 2015 (as be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among JUS-COM, INC., an Indiana corporation (the “Borrower”), the other
Credit Parties party thereto, the Lenders party thereto and LATERAL JUSCOM FEEDER LLC, as Administrative Agent. Capitalized
terms used herein without definition are used as defined in the Credit Agreement.


 


I, [●], the [Chief Executive Officer][Chief
Financial Officer] of Holdings and the Borrower, in such capacity and not in an individual capacity, hereby certify as follows:


 


		1.	I am familiar with the businesses and assets of Holdings and each of its Subsidiaries and the Borrower
and each of its Subsidiaries and am duly authorized to execute this Solvency Certificate on behalf of Holdings and the Borrower
pursuant to the Credit Agreement; and



 


		2.	As of the date hereof and after giving effect to the entry into the Credit Agreement on the date
hereof and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement that, (i)
the sum of the debt (including contingent liabilities) of the Borrower does not exceed the fair value on a going concern basis
of the present assets of the Borrower; (ii) the sum of the debt (including contingent liabilities) of the Credit Parties, taken
as a whole, does not exceed the fair value on a going concern basis of the present assets of the Credit Parties, taken as a whole;
(iii) the capital of the Borrower is not unreasonably small in relation to the business of the Borrower, as contemplated as of
the date hereof; (iv) the capital of the Credit Parties, taken as a whole, is not unreasonably small in relation to the business
of the Credit Parties, taken as a whole, as contemplated as of the date hereof; (v) the Borrower does not intend to incur, or believe
that it will incur, debts (including current obligations and contingent liabilities) beyond its ability to generally pay such debts
as they mature in the ordinary course of business; and (vi) the Credit Parties, taken as a whole, do not intend to incur, or believe
that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to generally pay such
debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability. For the purposes of making any determination pursuant
to this paragraph, the Indebtedness evidenced by the Credit Agreement shall be deemed to mature on the stated schedule set forth
in the Credit Agreement (without giving effect to any acceleration or mandatory prepayment thereof).



 


[Balance of page intentionally left blank;
signature page follows.]


 






     


     


    

 





IN WITNESS WHEREOF,
I have executed this Solvency Certificate on the date first written above.


 





	 	FTE NETWORKS, INC., a Nevada corporation
	 	JUS-COM, INC., an Indiana corporation
	 	 
	 	 
	 	By: ___________________________
	 	Name:
	 	Title:  


 








[SIGNATURE PAGE TO SOLVENCY CERTIFICATE]


 






     


     


    

 










	Exhibit 4.2(b)
	Form of Compliance Certificate




Dated: [·]


 


This Compliance Certificate
(this “Certificate”) is given by JUS-COM, INC., an Indiana corporation (the “Borrower”),
pursuant to Section 4.2(b) of that certain Credit Agreement dated as of October 28, 2015 (as be amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the other Credit
Parties party thereto, the Lenders party thereto and LATERAL JUSCOM FEEDER LLC, as Administrative Agent (in such capacity,
the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings
set forth in the Credit Agreement.


 


The officer executing
this Certificate is a Responsible Officer of Holdings and the Borrower and as such is duly authorized to execute and deliver this
Certificate on behalf of Holdings and the Borrower. By executing this Certificate, such officer hereby certifies to the Administrative
Agent and the Lenders, on behalf of Holdings and the Borrower, that:


 


(a)the financial
statements delivered with this Certificate in accordance with Section 4.1(a), 4.1(b) and/or 4.1(b) of the Credit Agreement are
correct and complete and fairly present, in all material respects, in accordance with GAAP, the financial position and the results
of operations of Holdings and its Subsidiaries as of the dates of and for the periods covered by such financial statements (subject,
in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosure);


 


(b)Annex A
includes a correct calculation of each of the financial covenants contained in Article VI of the Credit Agreement for the relevant
periods ended [·];1


 


(c)Annex B
hereto supplements Schedule 3.23(b) – (j) so that the information reflected thereon is true and correct in all material
respects on the date hereof2;


  


(d)to the best of such officer’s knowledge, no Default or Event of Default exists [, except
as follows: ____________________________________];


(e)since the Closing
Date and except as disclosed in prior Certificates delivered to the Administrative Agent, no Credit Party and no Subsidiary of
any Credit Party has:


 


(i)changed its
legal name, identity, jurisdiction of incorporation, organization or formation or organizational structure or formed or acquired
any Subsidiary[, except as follows: ____________________________________];


 


(ii)acquired all
or substantially all of the assets of, or merged or consolidated with or into, any Person[, except as follows:_____________________________________];
or


 


(iii)changed its
address or otherwise relocated, acquired fee simple title to any real property or entered into any real property leases[, except
as follows: ____________________ _______________________________].


 


 


_________________________





1Note
to Borrower: Unless otherwise specified, all financial covenants are calculated for Holdings and its Subsidiaries on a consolidated
basis in accordance with GAAP. All calculations are without duplication.


 


2Note
to Borrower: Include for annual and quarterly financial reporting.


 










[Balance of page intentionally left blank;
signature pages follow.]


 






     


     


    

 





IN WITNESS WHEREOF, Holdings and the Borrower
have caused this Certificate to be executed by one of its Responsible Officers as of the date first written above.


 


	 	FTE NETWORKS, INC., a Nevada corporation
	 	JUS-COM, INC., an Indiana corporation
	 	 
	 	By: ____________________
	 	Name: __________________
	 	Title:___________________
	 	 
	 	 


 





[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE]














     


     


    

 





ANNEX A


TO COMPLIANCE CERTIFICATE

Selected Financial Definitions and Calculations







 


	I.Section 6.1: Calculation of Consolidated Capital Expenditures	 
	Consolidated Capital Expenditures (exclusive of Consolidated Capital Expenditures constituting the acquisition, or any scheduled payment made in connection with the financing, of equipment in the Ordinary Course of Business, but otherwise including any amounts paid in connection with exercise of any interim or end-of-term lease buyout option)	___________________
	Permitted Consolidated Capital Expenditures	___________________
	In compliance	Yes/No


 






    A-2 


     


    




 





ANNEX A


TO COMPLIANCE CERTIFICATE

Selected Financial Definitions and Calculations







 


	II.Definition/Calculation of Consolidated EBITDA	 
	“Consolidated EBITDA” for the [five][eight][eleven][twelve] month period ended [●] (the “Measurement Period”) is defined as follows:	 
	A.	Net
income (or loss) of Holdings and its Subsidiaries for the applicable twelve month period determined on a consolidated basis in
accordance with GAAP3	___________________
	Less (or plus), to the extent included above in net income (or loss) for such period:	 
	(1)the income (or loss) of any Person which is not a Subsidiary of Holdings, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Subsidiaries in cash by such Person during such period and the payment of dividends or similar distributions by that Person was not at the time subject to the consent of a third party or prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person	___________________
	(2)the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries	___________________
	(3)gains (or losses) from the sale, exchange, transfer or other disposition of Property or assets not in the Ordinary Course of Business of Holdings and its Subsidiaries, and related tax effects in accordance with GAAP	___________________
	(4)any other extraordinary gains (or losses) of Holdings or its Subsidiaries, and related tax effects in accordance with GAAP	___________________
	(5)income tax refunds received, in excess of income tax liabilities for such period	___________________
	B.	Total exclusions from (additions to) net income (sum of (1)-(5) above)	___________________
	Plus, without duplication, to the extent included in the calculation of net income (or loss) for such period:	 
	(1)the depreciation expense for such period, determined on a consolidated basis in accordance with GAAP	___________________
	(2)the amortization expense for such period, determined on a consolidated basis in accordance with GAAP	___________________
	(3)the interest expense for such period, determined on a consolidated basis in accordance with GAAP[4]	___________________
	(4)the tax expense for such period, determined on a consolidated basis in accordance with GAAP	___________________
	C.	Total add backs to net income (sum of (1)-(4) above):	___________________
	D.	Consolidated EBITDA (result of A minus B plus C above)	___________________
	E.	Minimum Required Consolidated EBITDA	___________________
	In compliance	Yes/No


 


 


___________________________


3NTD:
In the event the Lateral Stock is characterized as a liability on the balance sheet of Holdings prepared in accordance with GAAP,
exclude the imputed interest expense associated with the Lateral Stock; interest expense attributable to OID shall not be excluded






    A-3 


     


    

 





ANNEX A


TO COMPLIANCE CERTIFICATE

Selected Financial Definitions and Calculations







 





	III.Section 6.3:  Consolidated Leverage Ratio	 
	“Consolidated Leverage Ratio” is defined as follows:	 
	A.	The aggregate principal balance of the Term Loans as of the date of measurement	

___________
	B.	Consolidated EBITDA for the twelve month period ending on the date of measurement (per II above)	

___________
	Consolidated Leverage Ratio (result of A divided by B above)	___________
	Permitted maximum Leverage Ratio	___________
	In Compliance	Yes/No


 






    A-4 


     


    

 





ANNEX A


TO COMPLIANCE CERTIFICATE

Selected Financial Definitions and Calculations


 







	IV.Section 6.4:  Definition/Calculation of Consolidated Debt Service Coverage Ratio	 
	“Consolidated Debt Service Coverage Ratio” for the twelve month period ended [●] (the “Measurement Period”) is defined as follows:	 
	A.	Consolidated EBITDA (per Part II above)	___________________
	Debt Service Charges:  the interest expense in respect of the Term Loans for such Measurement Period, determined on a consolidated basis in accordance with GAAP	 
	B.	Total Debt Service Charges:	___________________
	C.	Consolidated Debt Service Coverage Ratio  (result of A divided by B above)	___________________
	D.	Minimum Required Consolidated Debt Service Coverage Ratio	___________________
	In compliance	Yes/No



 






    A-5 


     


    

 





ANNEX A


TO COMPLIANCE CERTIFICATE

Selected Financial Definitions and Calculations







 


	

 V.Section 6.5:  Qualified Cash	 
	Qualified Cash	______________
	Minimum required Qualified Cash	______________
	In Compliance	Yes/No


 






    A-6 


     


    

 





	Exhibit 10.1-1
	Form of U.S. Tax Compliance Certificate
	(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit
Agreement dated as of October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among, inter alios, JUS-COM, INC., an Indiana corporation, and LATERAL JUSCOM FEEDER
LLC, as Administrative Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein
defined.


 


Pursuant to the provisions of Section 10.1
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Term Loan(s)
(as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrowers within the meaning
of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrowers as described in
Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


	Date: ________ __, 20[  ]	[Name of Lender]
	 	 
	 	 
	 	By:  ___________________________
	 	Name:
	 	Title:


 






     


     


    

 


	Exhibit 10.1-2
	Form of U.S. Tax Compliance Certificate
	(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit
Agreement dated as of October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among, inter alios, JUS-COM, INC., an Indiana corporation, and LATERAL JUSCOM FEEDER
LLC, as Administrative Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein
defined.


 


Pursuant to the provisions of Section 10.1
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it
is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


	Date: ________ __, 20[  ]	[Name of Participant]
	 	 
	 	 
	 	By:  ___________________________
	 	Name:
	 	Title:


 






     


     


    

 





	Exhibit 10.1-3
	Form of U.S. Tax Compliance Certificate
	(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit
Agreement dated as of October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among, inter alios, JUS-COM, INC., an Indiana corporation, and LATERAL JUSCOM FEEDER
LLC, as Administrative Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein
defined.


 


Pursuant to the provisions of Section 10.1
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect
of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with
a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments.


 


	Date: ________ __, 20[  ]	[Name of Participant]
	 	 
	 	 
	 	By:  ___________________________
	 	Name:
	 	Title:


 






     


     


    




 


	Exhibit 10.1-4
	Form of U.S. Tax Compliance Certificate
	(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the Credit
Agreement dated as of October 28, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among, inter alios, JUS-COM, INC., an Indiana corporation, and LATERAL JUSCOM FEEDER
LLC, as Administrative Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein
defined.


 


Pursuant to the provisions of Section 10.1
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan(s) (as well as
any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)), (iii) with respect to
the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


	Date: ________ __, 20[  ]	[Name of Lender]
	 	 
	 	 
	 	By:  ___________________________
	 	Name:
	 	Title:


 






     


     


    

 


	Exhibit A-1
	Form of Assignment and Assumption




Assignment and Assumption


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into
by and between [the][each]5 Assignor identified in item
1 below ([the][each, an] “Assignor”) and [the][each] 6
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the
rights and obligations of [the Assignors][the Assignees]7
hereunder are several and not joint.]8 Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.


 


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


 


1.Assignor[s]:______________________________


 


			______________________________



 





 


 


_______________________


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



 


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



 


		7	Select as appropriate.



 


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







 









     


     


    

 


		2.	Assignee[s]:______________________________



 


		 	______________________________



		[Assignee	is an [Affiliate][Approved Fund] of [identify Lender]



 


		3.	Borrower(s):JUS-COM, INC., an Indiana corporation



 


		4.	Administrative Agent:LATERAL JUSCOM FEEDER LLC, as
the administrative agent under the Credit Agreement



 


		5.	Credit Agreement:The Credit Agreement dated as of
October 28, 2015 among JUS-COM, INC., the other Credit Parties party thereto, the Lenders party thereto, and LATERAL JUSCOM FEEDER
LLC, as Administrative Agent, and the other agents parties thereto



 


		6.	Assigned Interest[s]:



 


	Assignor[s]9	Assignee[s]10	Facility Assigned11	Aggregate Amount of Commitment/Loans for all Lenders12	Amount of Commitment/Loans Assigned8	Percentage Assigned of Commitment/

Loans13	CUSIP Number
	 	 	 	$	$	%	 
	 	 	 	$	$	%	 
	 	 	 	$	$	%	 


 


7.Trade Date:______________]14


 


 


_____________________________


		9	List each Assignor, as appropriate.



 


		10	List each Assignee, as appropriate.



 


		11	Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Term Loan Commitment,”
etc.)



 


		12	Amount to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the Effective Date.



 


		13	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.



 


		14	To be completed if the Assignor(s) and the Assignee(s)
intend that the minimum assignment amount is to be determined as of the Trade Date.







  






     


     


    




 





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


 


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


 


ASSIGNOR[S]15


[NAME OF ASSIGNOR]


 


 


By:______________________________


Title:


 


[NAME OF ASSIGNOR]


 


 


By:______________________________


Title:


 


ASSIGNEE[S]16


[NAME OF ASSIGNEE]


 


 


By:______________________________


Title:


 


 


[NAME OF ASSIGNEE]


 


 


By:______________________________


Title:


 


[Consented to and]17
Accepted:


 


LATERAL JUSCOM FEEDER LLC, as


Administrative Agent


 


By: _________________________________


Title:


 


[Consented to:]18


 


[NAME OF RELEVANT PARTY]


 


By: ________________________________


Title:


 


 


____________________________


		15	Add additional signature blocks as needed. Include both
Fund/Pension Plan and manager making the trade (if applicable).



 


		16	Add additional signature blocks as needed. Include both
Fund/Pension Plan and manager making the trade (if applicable).



 


		17	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.



 


		18	To be added only if the consent of the Borrower and/or
other parties is required by the terms of the Credit Agreement.








     


     


    

 


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.Representations and Warranties.


 


1.1Assignor[s]. [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document,
or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.


 


1.2.Assignee[s]. [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.8 of the Credit Agreement (subject to such
consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions
of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced
in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.1 thereof, as applicable,
and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and
(ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.


 


2.Payments. From and after
the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments
of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding
the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from
and after the Effective Date to [the][the relevant] Assignee.


 








3.General Provisions. This
Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. The parties hereto, to the extent permitted by
law, waive all right to trial by jury in any action, suit, or proceeding arising out of, in connection with or relating to, this
Assignment and Assumption and any other transaction contemplated hereby. This waiver applies to any action, suit or proceeding
whether sounding in tort, contract or otherwise. This Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York.


 






     


     


    

 





	Exhibit A-2
	Form of Additional Term Loan Note
	Lender: [NAME OF LENDER]	New York, New York
	Principal Amount: $[●]	Dated:  [·]




FOR VALUE RECEIVED, the undersigned, JUS-COM, INC., an Indiana corporation (the “Borrower”),
hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount
set forth above, or, if less, the aggregate unpaid principal amount of the Additional Term Loan of the Lender to the Borrower,
payable at such times and in such amounts as are specified in the Credit Agreement referred to below. Capitalized terms used herein
without definition are used as defined in the Credit Agreement.


 


The Borrower promises
to pay interest on the unpaid principal amount of the Additional Term Loan from the date made until such principal amount is paid
in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment,
protest and notice of non-payment and protest are hereby waived by the Borrower.


 


Both principal and
interest are payable in Dollars to Lateral Juscom Feeder LLC, as Administrative Agent, at the address set forth in the Credit Agreement,
in immediately available funds.


 


This Additional Term
Loan Note (this “Note”) is one of the ATL Notes referred to in, and is entitled to the benefits of, the
Credit Agreement dated as of October 28, 2015 (as the same may be amended, modified and/or restated from time to time, the “Credit
Agreement”) among the Borrower, the other Credit Parties party thereto, the Lenders party thereto, and Lateral Juscom
Feeder LLC, as Administrative Agent.


 


The Credit Agreement,
among other things, (a) provides for the making of the Additional Term Loan by the Lender to the Borrower in an aggregate
amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from
such Additional Term Loan being evidenced by this Note, and (b) contains provisions for acceleration of the maturity of the
unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal
hereof prior to the maturity hereof upon the terms and conditions specified therein.


 


This Note is a Loan
Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including
Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial), 9.22 (Joint and Several) and 11.2 (Other Interpretive
Provisions) thereof.


 


This Note is a registered
obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.


 


This Note shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York.


 


[Balance of page intentionally left blank;
signature page follows.]


 






     


     


    

 





IN WITNESS WHEREOF,
the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the
place set forth above.


 


JUS-COM, INC., an Indiana corporation, the
Borrower


 




By:________________________________

     Name:

     Title:


 






     


     


    

 








	Exhibit I-1
	Form of Initial Term Loan Note
	Lender: [NAME OF LENDER]	New York, New York
	Principal Amount: $[●]	Dated:  [·]




FOR VALUE RECEIVED, the undersigned, JUS-COM, INC., an Indiana corporation (the “Borrower”),
hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount
set forth above, or, if less, the aggregate unpaid principal amount of the Initial Term Loan of the Lender to the Borrower, payable
at such times and in such amounts as are specified in the Credit Agreement referred to below. Capitalized terms used herein without
definition are used as defined in the Credit Agreement.


 


The Borrower promises
to pay interest on the unpaid principal amount of the Initial Term Loan from the date made until such principal amount is paid
in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment,
protest and notice of non-payment and protest are hereby waived by the Borrower.


 


Both principal and
interest are payable in Dollars to Lateral Juscom Feeder LLC, as Administrative Agent, at the address set forth in the Credit Agreement,
in immediately available funds.


 


This Initial Term Loan
Note (this “Note”) is one of the ITL Notes referred to in, and is entitled to the benefits of, the Credit
Agreement dated as of October 28, 2015 (as the same may be amended, modified and/or restated from time to time, the “Credit
Agreement”) among the Borrower, the other Credit Parties party thereto, the Lenders party thereto, and Lateral Juscom
Feeder LLC, as Administrative Agent.


 


The Credit Agreement,
among other things, (a) provides for the making of the Initial Term Loan by the Lender to the Borrower in an aggregate amount
not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such
Initial Term Loan being evidenced by this Note, and (b) contains provisions for acceleration of the maturity of the unpaid
principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal
hereof prior to the maturity hereof upon the terms and conditions specified therein.


 


This Note is a Loan
Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Credit Agreement, including
Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial), 9.22 (Joint and Several) and 11.2 (Other Interpretive
Provisions) thereof.


 


This Note is a registered
obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.


 


This Note shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York.


 


[Balance of page intentionally left blank;
signature page follows.]


 






     


     


    

 


IN WITNESS WHEREOF,
the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the
place set forth above.


 


JUS-COM, INC., an Indiana corporation, the
Borrower


 




By: _______________________________

      Name:

      Title:


  



     


     


    






  


	Exhibit N-1
	Form of Notice of Borrowing


 


Dated: [●]


 


LATERAL JUSCOM FEEDER LLC,

as Administrative Agent

under the Credit Agreement referred to below


	
        1825 South Grand Street, Suite 210

        San Mateo, California 94402

	Attention:  Patrick Feeney
	Email: Patrick@lateralim.com


 


 


Re: JUS-COM, INC. (the “Borrower”)


 


Reference is made to
the Credit Agreement dated as of October 28, 2015 (as the same may be amended, modified and/or restated from time to time, the
“Credit Agreement”) among the Borrower, the other Credit Parties party thereto, the Lenders party thereto
and Lateral Juscom Feeder LLC, as Administrative Agent. Capitalized terms used herein without definition are used as defined in
the Credit Agreement.


 


The Borrower hereby
gives you irrevocable notice, pursuant to Section __ of the Credit Agreement, of its request of a borrowing (the “Proposed
Borrowing”) under the Credit Agreement and, in connection therewith, sets forth the following information:


 


A.The
date of the Proposed Borrowing is [·] (the “Funding Date”).


 


B.The
aggregate principal amount of the [Initial][Additional] Term Loans is [$6,000,000][$2,000,000].


 


C.The
proceeds of the [Initial][Additional] Term Loans should be distributed as provided therefor on Annex I hereto.


 


The undersigned hereby
certifies that the following statements are true on the date hereof and will be true on the Funding Date, both before and after
giving effect to the Proposed Borrowing:


 


(i)each
representation and warranty set forth in Article III of the Credit Agreement or in any other Loan Document is true and correct
in all material respects (without duplication of any materiality qualifier contained therein), except to the extent that such representation
and warranty expressly relates to an earlier date (in which event such representation and warranty was true and correct in all
material respects (without duplication of any materiality qualifier contained therein) as of such earlier date);


 


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


 


(iii)all
conditions precedent to the funding of the [Initial][Additional] Term Loans have been satisfied.


 


[Balance of page intentionally
left blank; signature page follows.]


 






     


     


    

 


Sincerely,


 


JUS-COM, INC., 


an Indiana corporation, the Borrower


 


By:  /s/ John C. Wood





Name: John C. Wood


Title: President


 






     


     


    

 





ANNEX I – DISBURSEMENT INSTRUCTIONS