Exhibit 10.1



SECOND AMENDED   AND RESTATED REVOLVING CREDIT LOAN AGREEMENT executed by and among WAYSIDE   TECHNOLOGY GROUP, INC., and LIFEBOAT DISTRIBUTION, INC., and   TECHXTEND, INC., and PROGRAMMER’S PARADISE, INC., and ISP   INTERNATIONAL SOFTWARE PARTNERS, INC., on a joint and several basis as   Co-Borrowers and CITIBANK, N.A., as the Lender Dated: November IC , 2017   [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]   US_ACTIVE-136457642 8-NJVALVAN


    




 










TABLE OF   CONTENTS Page PREAMBLE AND RECITALS ARTICLE I D E FIN IT IONS; RULES OF   INTERPRETATION AND CONSTRUCTION; AND ACCOUNTING  Section 1.01 Section 1.02   Section 1.03 Section 1.04 Section 2.01 Section 2.02   Section 2.03 Section 2.04 Section 2.05 Section 2.06   Section 2.07 Section 2.08 Section 2.09 Section 2.10   Section 2.11 Section 3.01 Section 3.02 Section 4.01   Section 4.02 Definitions Rules of Interpretation and Construction   Accounting Principles Interpretation and Construction of Exceptions/Carveouts   to Article Negative Covenants ARTICLE II VII 4 2 18 19 20 20 22 24 24 24   25 26 27 27 28 28 28 30 30 39 AMOUNT AND TERMS FOR THE LOAN FACILITY Loan   Facility Interest on the Loan Facility Fees Prepayments Payments; Collection   of Accounts Special Provisions Governing LIBOR Rate Loans Increased Capital;   Increased Costs Generally Authorized Officers of the Co-Borrowers Taxes   Security for the Loan Facility Cash Management Services ARTICLE III   CONDITIONS PRECEDENT Conditions Precedent to the Effectiveness of this Loan   Agreement Conditions Precedent to All Loans ARTICLE IV REPRESENTATIONS   AND WARRANTIES Representations and Warranties on the Closing Date Subsequent   Funding Representations and Warranties [SECOND AMENDED AND RESTATED REVOLVING   CREDIT LOAN AGREEMENT]


    




 










ARTICLE V   REPORTING COVENANTS Section 5.01 Statement of Accounting 39   Section 5.02 Reporting and Information Requirements 39 Section 5.03   Environmental Notices 43 Section 5.04 Notice of Name Changes and   Location Changes 43 Section 5.05 Tax Shelter Provisions 43   ARTICLE VI AFFIRMATIVE COVENANTS Section 6.01 Corporate Existence,   etc 43 Section 6.02 Corporate Powers, etc. 44 Section 6.03   Compliance with Laws, etc. 44 Section 6.04 Payment of Taxes and   Claims; Other Debts 44 Section 6.05 Maintenance of Properties; Insurance   44 Section 6.06 Inspection of Property; Books and Records; Disclosure 45   Section 6.07 Litigation, Claims, etc 45 Section 6.08 Labor Disputes   45 Section 6.09 Maintenance of Licenses, Permits, etc. 45   Section 6.10 Use of Proceeds 46 Section 6.11 Continuation of or   Change in Business 46 Section 6.12 Bank of Account 46 Section 6.13   Addition of Future Co-Borrowers 46 Section 6.14 Post-Closing   Undertakings 46 ARTICLE VII NEGATIVE COVENANTS Section 7.01 Debt 46   Section 7.02 Sale of Assets; Additional Liens 47 Section 7.03   Loans, Advances and Investments 48 Section 7.04 Restriction on   Fundamental Changes 48 Section 7.05 ERISA 49 Section 7.06 Amendment   of Corporate Documents 49 Section 7.07 Margin Regulations 49   Section 7.08 Cancellation of Debt 49 Section 7.09 Environmental   Liabilities 49 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 7.10   Guaranties 49 Section 7.11 Operating and Capitalized Leases 50   Section 7.12 Anti-Terrorism Laws 50 Section 7.13 Tax Shelter Regulations   50 Section 7.14 Transactions with Shareholders, Subsidiaries and   Affiliates 50 Section 7.15 Fiscal Years 50 Section 7.16 KeyBank   Assignment Agreement, etc. 50 ARTICLE VIII FINANCIAL COVENANTS   Section 8.01 Minimum Debt Service Coverage Ratio 51 Section 8.02   Maximum Leverage Ratio 51 Section 8.03 Minimum Collateral Coverage Ratio   51 ARTICLE IX EVENTS OF DEFAULT; RIGHTS AND REMEDIES Section 9.01   Events of Default 51 Section 9.02 Rights and Remedies 53   Section 9.03 Application of Proceeds 53 Section 9.04 No Notices 54   Section 9.05 Agreement to Pay Attorneys’ Fees and Expenses 54   Section 9.06 No Additional Waiver Implied by One Waiver 54   Section 9.07 Failure to Exercise Rights 54 Section 9.08 WAIVER OF   JURY TRIAL 54 Section 9.09 Remedies Cumulative 55 ARTICLE X   MISCELLANEOUS Section 10.01 Expenses 55 Section 10.02 Indemnity 55   Section 10.03 Amendments and Waivers 56 Section 10.04 Independence   of Covenants 56 Section 10.05 Notices 56 Section 10.06 Survival of   Warranties and Agreements 57 Section 10.07 Marshaling; Recourse to   Security; Payments Set Aside 57 Section 10.08 Severability 57   Section 10.09 Governing Law 57 [SECOND AMENDED AND RESTATED REVOLVING   CREDIT LOAN AGREEMENT]


    




 










Section 10.10   Successors and Assigns 57 Section 10.11 CONSENT TO JURISDICTION AND   SERVICE OF PROCESS 57 Section 10.12 Counterparts; Effectiveness;   Inconsistencies 58 Section 10.13 Construction 58 Section 10.14   Entire Agreement/Integration Clause 58 Section 10.15 Lender’s Right to   Pledge and/or Assign Loan Documents to Federal Reserve Banks 58   Section 10.16 Right to Sell a Portion of the Loans to a Third Party;   Right to Sell a Portion of the Loans to a Prospective Participant 58   Section 10.17 Replacement of Lost Promissory Note or Collateral   Documents 59 Section 10.18 Right of Setoff (Conditional) 59   Section 10.19 Status of Parties 60 Section 10.20 JOINT AND SEVERAL   OBLIGATIONS; MAXIMUM LIABILITY 60 Section 10.21 Credit Support Document   63 SCHEDULES Schedule 1.01(A) Eurodollar Affiliates Schedule 1.01(P)   Permitted Encumbrances Schedule 4.01(i) Organization; Corporate Powers   Schedule 4.01(vii) Pending Actions, Suits, Proceedings, Governmental   Investigations or Arbitrations Schedule 4.01(ix) Payment of Taxes Schedule   4.01(xv) Patents, Trademarks, Permits, Etc. Schedule 4.01(xvii) ERISA   Schedule 4.01(xxi) Existing Insurance Policies, Programs and Claims Schedule   4.01(xxxi) Locations of Collateral Schedule 6.05 Insurance Policies and   Programs Schedule 7.01(iii) Permitted Existing Debt Schedule 7.03 Existing   Loans and Investments EXHIBIT Exhibit “A” KeyBank Assignment Agreement   Exhibit “B” Form of Notice of Borrowing [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










SECOND AMENDED   AND RESTATED REVOLVING CREDIT LOAN AGREEMENT THIS SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT (hereinafter, as it may be from time to time   amended, modified, extended. renewed, substituted, and/or supplemented,   referred to as this “Loan Agreement”), is made as of November 1 , 2017,   by and among WAYSIDE TECHNOLOGY GROUP, INC., a corporation duly   organized, validly existing and in good standing under the laws of the State   of Delaware, having its principal office located at 4 Industrial Way,   3rd Floor, Eatontown, New Jersey 07724 (hereinafter referred to as   “Wayside”), AND LIFEBOAT DISTRIBUTION, INC., a corporation duly   organized, validly existing and in good standing under the laws of the State   of Delaware, having its principal office located at 4 Industrial Way,   3rd Floor, Eatontown, New Jersey 07724 (hereinafter referred to as   “Lifeboat”), AND TECHXTEND, INC., a corporation duly organized, validly   existing and in good standing under the laws of the State of Delaware, having   its principal office located at 4 Industrial Way, 3rd Floor, Eatontown, New Jersey   07724 (hereinafter referred to as “Techxtend”), AND PROGRAMMER’S   PARADISE, INC., a corporation duly organized, validly existing and in   good standing under the laws of the State of Delaware, having its principal   office located at 4 Industrial Way, 3rd Floor, Eatontown, New Jersey   07724 (hereinafter referred to as “Programmer’s Paradise”), AND ISP   INTERNATIONAL SOFTWARE PARTNERS, INC., a corporation duly organized,   validly existing and in good standing under the laws of the State of Delaware,   having its principal office located at 4 Industrial Way, 3rd Floor,   Eatontown, New Jersey 07724 (hereinafter referred to as “1SP” and hereinafter   Wayside, Lifeboat, Techxtend, Programmer’s Paradise, and ISP shall be   collectively referred to as the “Co-Borrowers” and each individually as a   “Co-Borrower”), AND CITIBANK, N.A., a national banking association duly   organized and validly existing under the laws of the United States of   America, having an address located at 99 Wood Avenue South, 2nd   floor, Iselin, New Jersey 08830 (hereinafter referred to as the   “Lender”). WITNESSETH: WHEREAS, pursuant to the terms, conditions, and   provisions of that certain Business Loan Agreement dated as of   January 4, 2013 (hereinafter referred to as the “Original Loan   Agreement”), executed by and among Wayside, Lifeboat, Techxtend, Programmer’s   Paradise, and the Lender, the Lender made available to Wayside, Lifeboat,   Techxtend, and Programmer’s Paradise a secured electronic line of credit loan   facility in the maximum principal amount of up to $10,000,000.00 for the   purposes of providing working capital and for general corporate purposes; and   1 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










WHEREAS,   pursuant to the terms, conditions, and provisions of that certain Joinder and   Amendment Agreement dated as of March 29, 2013 (hereinafter referred to   as the “Joinder and Amendment Agreement dated executed by and among, inter   alia, the Co-Borrowers and the Lender, the parties thereto agreed to amend   and modify, inter alia, the Original Loan Agreement for the purposes more   particularly set forth therein (hereinafter the Original Loan Agreement, as   amended by the Joinder and Amendment Agreement, shall be referred to as the   “Existing Loan Agreement”); and WHEREAS, the Co-Borrowers and the Lender have   agreed to enter into this Loan Agreement for the purpose of amending and   restating all of the terms, conditions, and provisions of the Existing Loan   Agreement. NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND THE MUTUAL   REPRESENTATIONS, COVENANTS AND AGREEMENTS OF THE CO- BORROWERS AND THE   LENDER, EACH PARTY BINDING ITSELF AND ITS SUCCESSORS AND/OR ASSIGNS, HEREBY   PROMISES, COVENANTS AND AGREES TO AMEND, MODIFY AND RESTATE THE EXISTING LOAN   AGREEMENT WITH ALL OF THE TERMS, CONDITIONS, AND PROVISIONS SET FORTH   HEREINBELOW AND ALL OF THE TERMS, CONDITIONS, AND PROVISIONS OF THE EXISTING   LOAN AGREEMENT ARE HEREBY DEEMED AMENDED, MODIFIED, SUPERSEDED, SUBSTITUTED,   AND REPLACED BY THE FOLLOWING: ARTICLE I DEFINITIONS; RULES OF   INTERPRETATION AND CONSTRUCTION; AND ACCOUNTING Section 1.01   Definitions. The following terms, as used in this Loan Agreement, shall have   the following meanings, unless the context expressly indicates and requires   otherwise: “Accounts” or “Account Receivable” or “Accounts Receivable” shall   mean any “account”, as such term is defined in Section 9-102 of the   Uniform Commercial Code of each State where applicable (or any successor   section of the Uniform Commercial Code), whether now owned or hereafter acquired   by the Co-Borrowers and, in any event, includes, without limitation, all   accounts and other forms of obligations now or hereafter arising out of or   acquired in the course of or in connection with any business of the   Co-Borrowers, together with any and all liens, guaranties, securities,   rights, remedies and privileges pertaining to any of the foregoing, whether   now existing or hereafter created or arising, and all rights with respect to   returned and repossessed items of Inventory. “Affiliate” shall mean, with   respect to a specified Person, another Person which or who directly or   indirectly through one or more intermediaries, controls or is controlled by,   or is under common control with the Person specified; provided, however,   natural persons and minority partners or owners of any said Person shall not   be deemed to be an Affiliate for purposes of this definition. For the   purposes of the preceding sentence, “controls” (including, with correlative   meanings, the terms “controlling”, “controlled by” and “under common control   with”), as used with respect to any Person, shall mean the possession,   directly or indirectly, of the power to direct or cause the direction of the   management and policies of such Person, whether through the ownership of   voting securities or by contract or otherwise, and in any case shall include   direct or indirect ownership (beneficially or of record) of, or direct or   indirect power to vote, ten percent (10%) or more of the outstanding shares   of any class of capital stock of such Person (or in the case of a Person that   is not a corporation, ten percent (10%) or more of any class of equity   interest). 2 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Anti-Terrorism   I saws” shall mean any Laws relating to terrorism or money laundering,   including Executive Order No. 13224, the USA Patriot Act, the Laws   comprising or implementing the Bank Secrecy Act, and the Laws administered by   the United States Treasury Department’s Office of Foreign Asset Control (as   any of the foregoing Laws may from time to time be amended, renewed,   extended, or replaced). “Authorized Officer” shall mean, with respect to any   Co-Borrower, those corporate officers of such Co-Borrower whose signatures   and incumbency shall have been certified to the Lender pursuant to an   Officer’s Certificate delivered on the Closing Date or any other form of   resolution or certification delivered to and approved by the Lender after the   Closing Date. “Bankruptcy Code” shall mean Title 11 of the United States Bankruptcy   Code (11 U.S.C. Section 101 et seq.), as amended and/or modified from   time to time, or any successor statute. “Benefit Plan” shall mean a defined   benefit plan as defined in Section 3(35) of ERISA (other than a   Multiemployer Plan) in respect of which any of the Co-Borrowers or an ERISA   Affiliate is, or within the immediately preceding six (6) years was, an   “employer” as defined in Section 3(5) of ERISA. “Blocked Person”   shall have the meaning assigned and ascribed to such term as set forth in   Section 4.01(xxxv) of this Loan Agreement. “Borrowing” shall mean a   borrowing or borrowings consisting of Loans of the same type made on the same   day by the Lender. “Borrowing Date” shall mean with respect to any Loan, any   Business Day specified in any Notice of Borrowing delivered to the Lender by   the Co-Borrowers in accordance with the terms, conditions, and provisions of   Section 2.01( i i) of this Loan Agreement, as the date upon which the   Co-Borrowers request the Lender to make available a Loan hereunder and upon   which such Loan is made. “Business Day” shall mean (a) any day other   than a Saturday or Sunday or a legal holiday on which commercial banks are   authorized or required to be closed for business in New York, New York,   and/or (b) if the applicable Business Day relates to the Loan Facility   at any time while the Loan Facility is bearing interest based upon the LIBOR   Rate, such day must also be a day on which dealings are carried on in the   London interbank market and banks are open for business in London. “Capital   Expenditures” shall mean, for any test period, the aggregate of all   expenditures (whether paid in cash or accrued as liabilities during such test   period) of the Co-Borrowers which would be properly classified as capital   expenditures in accordance with Generally Accepted Accounting Principles   (including, without limitation, expenditures for maintenance and repairs   which are capitalized, and Capitalized Leases to the extent an asset is   recorded or should be recorded in connection therewith in accordance with   Generally Accepted Accounting Principles). “Capitalized Lease” and   “Capitalized Leases” shall mean at any time any lease which is, or is   required under Generally Accepted Accounting Principles to be, capitalized on   the balance sheet of the lessee at such time. “Capitalized Lease Obligations”   shall mean all monetary obligations of any Person to pay rent or other   amounts under any lease (or similar arrangement conveying the right to use)   of real or personal property, or a combination thereof, which obligations are   required to be classified and accounted for as Capitalized Leases, in   accordance with Generally Accepted Accounting Principles. 3 [SECOND AMENDED   AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Cash and Cash   Equivalents” shall mean all unencumbered and unrestricted (i) cash and   cash equivalents and (ii) any of the following: (a) marketable   direct obligations issued or unconditionally guaranteed by the United States   Government or issued by an agency thereof and backed by the full faith and   credit of the United States, in each case maturing within one (1) year   after the date of acquisition thereof; (b) marketable direct obligations   issued by any state of the United States of America or any political   subdivision of any such state or any public instrumentality thereof maturing   within one (1) year after the date of acquisition thereof and, at the   time of acquisition, having one of the two highest ratings obtainable from   any two (2) of Standard & Poor’s Corporation, Moody’s Investors   Service, Inc., Duff and Phelps or Fitch Investors (or, if at any time no   two of the foregoing shall be rating such obligations, then from such other   nationally recognized rating services as may be acceptable to the Lender) and   not listed for possible down-grade in Credit Watch published by   Standard & Poor’s Corporation; (c) commercial paper of a   corporation having a net worth of not less than $500,000,000.00, other than   commercial paper issued by either Co-Borrower, maturing no more than two   hundred seventy (270) days after the date of creation thereof and, at the   time of acquisition, having a rating of at least A-1 or P-1 from either   Standard & Poor’s Corporation or Moody’s Investors   Service, Inc.; (d) domestic certificates of deposit or domestic   time deposits or repurchase agreements maturing within one (1) year   after the date of acquisition thereof issued by any commercial bank organized   under the laws of the United States of America or any state thereof or the   District of Columbia having combined capital and surplus of not less than   $1,000,000,000.00, which commercial bank has a rating of at least A-1 or P-1   from either Standard & Poor’s Corporation or Moody’s Investors   Service, Inc.; (e) any funds deposited or invested by either Co-   Borrower in accounts maintained with the Lender; and (f) money market   funds having assets under management in excess of $2,000,000,000.00. “Cash   Management Agreement” shall mean a collective reference to (i) that   certain Master Cash Management Service Agreement dated June 2, 2017,   executed by and among Wayside, Lifeboat, Techxtend, and Programmer’s Paradise   and the Lender, as it may have been from time to time amended, modified,   extended, renewed, substituted and/or supplemented, (ii) that certain   Supplement to Master Cash Management Service Agreement CitiBusiness   Commercial Loan Sweep dated June 2, 2017, executed by and among Wayside,   Lifeboat, Techxtend, and Programmer’s Paradise and the Lender, as it may have   been from time to time amended, modified, extended, renewed, substituted   and/or supplemented, and (iii) the CitiBusiness Online Agreement, as any   of the foregoing may be from time to time amended, modified, extended,   renewed, substituted, and/or supplemented. “Change in Law” shall mean the   occurrence, after the Closing Date, of any of the following: (i) the   adoption or taking effect of any law, rule, regulation or treaty,   (ii) any change in any law, rule, regulation or treaty or in the   administration, interpretation, implementation or application thereof by any   Governmental Authority or (iii) 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 any term, condition, or   provision of this definition to the contrary, (a) the Dodd-Frank Wall   Street Reform and Consumer Protection Act and all requests, rules, guidelines   or directives thereunder or issued in connection therewith and (b) 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. “Claim” or   “Claims” shall mean any claim or demand, by any Person, of any kind or   nature, for any alleged Liabilities and Costs, based on a dispute and whether   based in contract, tort, implied or express warranty, strict liability,   criminal or civil statute, permit, ordinance or regulation, common law or   otherwise. 4 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Closing Date”   shall mean the date upon which this Loan Agreement is executed by the Lender   and the Co-Borrowers, and the conditions set forth in Section 3.01 of   this Loan Agreement have been completed and fulfilled to the satisfaction of   the Lender. “Co-Borrowers” and “Co-Borrower” shall have the meaning ascribed   and assigned to such term as set forth in the preamble of this Loan   Agreement. “Code” shall mean a collective reference to the Internal Revenue   Code of 1986, as amended, any successor statute of similar import, and any   and all regulations promulgated thereunder, in each case as in effect from   time to time. References to sections of the Code shall be construed also to   refer to any successor sections and to such sections as they may be amended   from time to time. “Col lateral” shall mean all property, assets, contracts,   interests, and/or rights on or in which a Lien is or has been granted to the   Lender pursuant to this Loan Agreement, the Security Agreement, and/or any   other Collateral Documents provided for herein or therein or delivered or to   be delivered hereunder or thereunder, as any such Collateral Documents may be   amended, extended, renewed, substituted, supplemented, restated, or otherwise   modified from time to time in accordance with the provisions hereof or   thereof. “Collateral Coverage Ratio” shall mean, as of any date of   determination thereof, the ratio of (i) Accounts Receivable from account   debtors located in the United States of America which have not remained   unpaid for more than ninety (90) days from and after their invoice date —to-   (ii) the outstanding principal balance of the Loan Facility. “Collateral   Documents” shall mean the collective reference to the Security Agreement, the   Pledge Agreement, and any other security agreements, collateral assignments,   instruments, documents, certificates, or agreements executed and delivered   by, or on behalf of, the Co-Borrowers to the Lender, at any time pursuant to   or in connection with the Loan Facility to create, continue, or evidence   Liens to secure the Obligations. “Connection Income Taxes” shall mean Other   Connection Taxes that are imposed on or measured by net income (however   denominated) or that are franchise Taxes or branch profits Taxes.   “Contractual Obligation” shall mean with respect to any Person, any provision   of any Securities issued by said Person or any indenture, mortgage, deed of   trust, contract, undertaking, document, instrument or other agreement or   instrument to which said Person is a party or by which it or any of its   properties is bound, or to which it or any of its properties is subject (including,   without limitation, any restrictive covenant affecting said Person or any of   its properties). “Customary Permitted Lions” shall mean (i) Liens (other than   Environmental Liens and any Lien imposed under ERISA) for taxes, assessments   or charges of any Governmental Authority or claims not yet due or which are   being contested in good faith by appropriate proceedings and with respect to   which adequate reserves or other appropriate provisions are being maintained   in accordance with Generally Accepted Accounting Principles; (ii) statutory   Liens of landlords and Liens of carriers, warehousemen, mechanics,   materialmen and other like Liens (other than any Lien imposed under ERISA)   imposed by Law, including, without limitation, Liens in favor of any Governmental   Authority securing progress payments made under government contracts created   in the ordinary course of business and for amounts not yet due 5 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










or which are   being contested in good faith by appropriate proceedings which are sufficient   to prevent imminent foreclosure of such Liens, are promptly instituted and   diligently conducted and with respect to which adequate reserves or other   appropriate provision are being maintained in accordance with Generally   Accepted Accounting Principles; (iii) Liens (other than any Lien imposed   under ERISA) incurred or deposits made in the ordinary course of business   (including, without limitation, surety bonds and appeal bonds) in connection   with workers’ compensation, unemployment insurance and other types of social   security benefits or to secure the performance of tenders, bids, leases,   contracts, statutory obligations and other similar obligations or arising as   a result of progress payments or deposits under government contracts   (including foreign government contracts); (iv) Liens arising out of and with   respect to customer deposits made in the ordinary course of the Co-Borrowers’   business; (v) Liens arising as a result of the filing of any financing   statement under any applicable state uniform commercial code or comparable   Law of any jurisdiction covering consigned or leased goods which do not   constitute assets of the Co-Borrowers and which is not intended as security;   and (vi) extensions, renewals or replacements of any Lien referred to in   clauses ( i) through (v) above; provided that (a) in the case of   clauses (i) through (v_) above, the principal amount of the obligation   secured thereby is not increased and (b) any such extension, renewal or   replacement is limited to the property originally encumbered thereby;   provided, however, to the extent that the amount of obligations of the   Co-Borrowers arising from claims being contested in good faith secured by   such Liens in clauses (i) and (ii) above exceeds $25,000.00 in the   aggregate, the Co-Borrowers shall have set aside full cash reserves in the   amount of such obligations. “Debt” shall mean with respect to any Person the   aggregate sum of the following items as such items appear on a balance sheet   of such Person in accordance with Generally Accepted Accounting Principles:   (i) the unpaid principal balance of all indebtedness or liability for   money borrowed or owed by such Person from time to time (including any   renewals, extensions and refinancings thereof), whether or not the   indebtedness was heretofore or hereafter created, issued, incurred, assumed   or guarantied; (ii) the unpaid principal balance of all indebtedness or   liability for the deferred purchase price of property or services incurred   (including all trade obligations incurred in the ordinary course of   business); (iii) all obligations as lessee under leases which have been   or should be recorded as Capitalized Lease Obligations; (iv) all current   obligations in respect of any unfunded vested benefits under any Plan covered   by Title IV of ERISA; (v) all obligations, contingent or otherwise   relative to the face amount of all letters of credit issued for such Person’s   account, whether or not drawn; (vi) all obligations arising under bankers   acceptances or letters of credit created or issued for the account of such   Person; (vii) all guarantees, endorsements and other contingent   obligations to purchase, to provide funds for payments, to supply funds to   invest in such Person or otherwise to assure a creditor against loss;   (viii) all obligations secured by any mortgage, lien, pledge, or   security interest or other charge or encumbrance on property, whether or not   the obligations have been assumed; and (ix) all other liabilities shown   on such Person’s balance sheet as “liabilities” in accordance with Generally   Accepted Accounting Principles. “Debt Service Cove Ratio” shall mean, with   respect to the Co-Borrowers, as of any date of determination thereof, the   ratio of (i) the difference between (a) EBITDA for the period of   four (4) consecutive fiscal quarters immediately preceding said date of   determination taken together as one accounting period, minus (b) all   Capital Expenditures incurred by the Co-Borrowers during said test period   which Capital Expenditures were not funded out of incremental equity or long   term Debt, minus 6 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










(c) all   cash charges against income of the Co-Borrowers for foreign, Federal, state   and local taxes during such test period; minus (d) all cash   distributions made by the Co-Borrowers to or for the benefit of their   shareholders during said test period (which, for the purposes of clarity,   shall not be deemed to include payments made upon repurchase of issued and   outstanding capital stock of Wayside from the stockholders of Wayside), which   cash distributions shall be net of any capital contributions made by such   shareholders to the Co-Borrowers -to- (ii) the sum of (a) the   current portion of all long term Debt of the Co-Borrowers (excluding; any   amounts outstanding on the Loan Facility as of any date of determination)   plus (b) the current portion of Capitalized Lease Obligations as of any   date of determination plus (c) cash interest expense on all Debt of the   Co-Borrowers for said test period, all as calculated in accordance with   Generally Accepted Accounting Principles. “Debtor Relief Laws” shall have the   meaning assigned and ascribed to such term as set forth in Section l   0,20( iv) hereof. “Default Rate” shall mean a rate of interest equal to four   percent (4.0%) above the Prime Rate then in effect, such rate of interest to   adjust automatically as and when the Prime Rate changes. “DOL” shall mean the   United States Department of Labor and any successor department or agency.   “Dollar”, “Dollars” and the symbol “$” shall mean lawful money of the United   States of America. “ER !TIM” shall mean, as of any date of determination   thereof, for the period of four (4) consecutive fiscal quarters   immediately preceding said date of determination taken together as one   accounting period, an amount equal to the sum of (i) the Net Income for   the Co-Borrowers for such test period, plus (ii) all gross interest   expense on all Debt of the Co-Borrowers for such test period, plus   (iii) all charges against income of the Co-Borrowers for foreign,   Federal, state, and local income taxes for such test period, plus   (iv) all depreciation expense for the Co-Borrowers for such test period,   plus (v) all amortization expense for the Co-Borrowers for such test   period, plus (vi) non-cash stock based compensation paid to or for the   benefit of the shareholders of the Co-Borrowers during said test period;   provided, however, that any calculation of EBITDA shall exclude therefrom   certain items, all as approved by the Lender in its sole and absolute   discretion, which items may include, without limitation, any   (a) extraordinary items, (b) gains and losses from the sale of   assets in connection with any sale/leaseback transaction or arrangement, and   (c) the results of discontinued operations, all as determined in   accordance with Generally Accepted Accounting Principles, and all to the   extent not previously eliminated in the calculation of Net Income.   “Environment” shall mean all air, surface water, water, vapor, groundwater,   drinking water supply or land, including land surface or subsurface, and   includes all fish, wildlife, biota and all other natural resources.   “Environmental Approval” shall mean any Governmental Action pursuant to or   required under any Environmental Law. “Environmental Concern Materials” shall   mean (i) any flammable substance, explosive, radioactive material,   hazardous material, hazardous waste, toxic substance, solid waste, pollution,   contaminate or any related material, raw material, substance, product or   by-product of any substance specified in or regulated or otherwise affected   by any Environmental Law (including but not limited to any “hazardous   substance” as defined in any Environmental Law), (ii) any toxic chemical   or other substance from or related to industrial, commercial or institutional   activities, (iii) asbestos, gasoline, 7 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










diesel fuel,   motor oil, waste and used oil, heating oil and other petroleum products or   compounds, polychlorinated biphenyls, radon gas and urea-formaldehyde, and   (iv) all other substances or waste of any nature regulated pursuant to   any Environmental Law. “Environmental Law” and “Environmental Laws” shall   mean any Law, whether now existing or subsequently enacted or amended,   relating to (i) pollution or protection of the Environment,   (ii) exposure of Persons, including but not limited to employees, to   Environmental Concern Materials, (iii) protection of the public health   or welfare from the effects of products, by-products, wastes, emissions,   discharges or releases of Environmental Concern Materials, or   (iv) regulation of the manufacture, generation, use or introduction into   commerce of Environmental Concern Materials including their manufacture,   formulation, packaging, labeling, distribution, treatment, transportation,   handling, storage or disposal. Without limitation, “Environmental Law” shall   include (a) any Environmental Approval and the terms and conditions   thereof, (b) any and all federal, state or local environmental Laws   including, but not limited to, the following statutes: the Clean Air Act (42   U.S.C. §7401 et seq.); the Comprehensive Environmental Response Compensation   and Liability Act of 1980 (42 U.S.C. §9601 et seq.); the Federal Water   Pollution Control Act (33 U.S.C. §1251 et seq.); the Hazardous Material   Transportation Act (49 U.S.C. §1801 et seq.); the Federal Insecticide,   Fungicide and Rodenticide Act (7 U.S.C. §136 et seq.); the Resource   Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.) (including   the Hazardous and Solid Waste Amendments of 1984), the Toxic Substance   Control Act (15 U.S.C. § 2601 et seq.); the Federal Occupational   Safety & Health Act of 1970 (29 U.S.C. §651 et seq.) (including   §3101 of the Omnibus Reconciliation Act of 1990), and the regulations   promulgated thereunder and all as amended from time to time, and (c) any   common law doctrine (including, without limitation, injunctive relief and   tort, such as negligence, nuisance, trespass and strict liability) that may   impose obligations or liabilities for personal injury or property damage due   to, or threatened as a result of, the presence of or exposure to   Environmental Concern Materials. “Environmental Lien” shall mean a Lien in   favor of any Governmental Authority for (i) any liability under any   Environmental Laws or (ii) damages arising from, or costs incurred by   such Governmental Authority in response to, a Release or threatened Release   of any Environmental Concern Materials into the Environment. “Equipment”   shall mean and include all of the Co-Borrowers’ now owned and hereafter   acquired (i) machinery, (ii) manufacturing, distribution, selling,   data processing and office equipment and (iii) furniture, furnishings,   appliances, fixtures and trade fixtures, tools, toolings, molds, dies,   vehicles, vessels, aircraft and all other goods of every type and description   (other than Inventory). “ERISA” shall mean the Employee Retirement Income   Security Act of 1974, as amended from time to time, and any successor statute   of similar import, together with the regulations promulgated thereunder by   the United States Treasury Department, the DOL and/or the PBGC. “ERISA   Affiliate” shall mean each trade or business (whether or not incorporated)   which together with each of the Co-Borrowers, is treated as a “single   employer” under Sections 414(b), (c), (m) or (o) of the Code or   would be deemed to be a “single employer” within the meaning of   Section 4001 of ERISA. “Eurodollar Affiliate” shall mean with respect to   the Lender, the Affiliate of the Lender, if any, set forth on Schedule   1.01(E) attached to this Loan Agreement. “Event of Default” or “Events   of Default” shall mean any of the events of default set forth and defined and   described in Section 9.01 of this Loan Agreement. 8 [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Excluded   Taxes” ,shall mean any of the following Taxes imposed on or with respect to   the Lender or required to be withheld or deducted from a payment to the   Lender: (i) Taxes imposed on or measured by net income (however   denominated), franchise Taxes, and branch profits Taxes, in each case,   (a) imposed as a result of the Lender being organized under the Laws of,   or having its principal office or its applicable lending office located in,   the jurisdiction imposing such Tax (or any political subdivision thereof) or   (b) that are Other Connection Taxes; (ii) U.S. federal withholding   Taxes imposed on amounts payable to or for the account of the Lender with   respect to its interest in the Loans pursuant to a Law in effect on the date   on which (a) the Lender acquires such interest in the Loans or   (b) the Lender changes its lending office; and (iii) any U.S.   federal withholding Taxes imposed under FATCA. “Existing Loan Agreement”   shall have the meaning set forth and described in the second 2nd recital to   this Loan Agreement. “Fair Labor Standards Act” shall mean the Fair Labor   Standards Act (29 U.S.C. § 215 et seq.), as it may be from time to time   amended, modified and/or substituted. “FATCA” shall mean Sections 1471   through 1474 of the Code, as of the date of this Loan Agreement (or any   amended or successor version that is substantively comparable and not   materially more onerous to comply with), any current or future regulations or   official interpretations thereof and any agreement entered into pursuant to   Section 1471(b)(1) of the Code. “FDIC” shall mean the Federal   Deposit Insurance Corporation or any successor thereto. “Federal Reserve   Board” shall mean the Board of Governors of the Federal Reserve System or any   governmental authority succeeding to its functions. “Financial Provisions”   shall have the meaning assigned and ascribed to such term as set forth in   Section I .03(iv) of this Loan Agreement. “Fiscal Quarter” shall   mean the following three month periods of each Fiscal Year: January 1 —   March 31 April 1 — June 30 July 1 September 30   October 1 December 31 “Fiscal Year” shall mean that period   commencing on January 1 and ending on December 31 of each year or   such other period as the Co-Borrowers may designate and the Lender may   approve in writing, which approval shall not be unreasonably withheld.   “Funded indebtedness” shall mean, as of any date of determination, all Debt   of the Co- Borrowers, determined on a consolidated basis in accordance with   Generally Accepted Accounting Principles, which by its terms matures more   than one (1) year after the date of determination, and any such Debt   maturing within one (1) year from such date of determination which is   renewable or extendable at the option of the obligor to a date more than one   (1) year from such date including, without limitation, the Loan   Facility. “Generally Accepted Accounting Principles” shall mean generally   accepted accounting principles, consistently applied, in the United States of   America, as in effect from time to time, as developed, modified and set forth   in the opinions and pronouncements of the Accounting Principles Board, the   American Institute of Certified Public Accountants and the Financial   Accounting Standards 9 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










Board, which   are applicable to the circumstances as of the date of determination, subject   to the terms of Section 1.03 of this Loan Agreement. “Governmental Action”   or “Governmental Approvals” shall mean any approval, order, consent,   authorization, certificate, license, permit or validation of, or exemption or   other action by, or filing, recording or registration with or notice to, any   Governmental Authority. “Governmental Authority” shall mean the government of   the United States of America, any other nation or any political subdivision   thereof, or any agency, authority, bureau, central bank, commission,   department or instrumentality of either, or any court, tribunal, grand jury   or arbitrator, in each case whether foreign or domestic. “Hedging Agreement”   shall mean any interest rate protection agreement, foreign currency exchange   agreement, commodity price protection agreement or other interest or currency   exchange rate or commodity price hedging agreement. The term “Hedging   Agreement,” as used herein, shall extend to and include, without limitation,   any Swap Transaction. “Indemnified Party” and “Indemnified Parties” shall   mean the Lender, any Eurodollar Affiliate, any Affiliate or Subsidiary of the   Lender, and the directors, officers, trustees, employees, agents, attorneys   and controlling shareholders of the Lender, any Eurodollar Affiliate, and/or   any Affiliate or Subsidiary of the Lender. “Indemnified Taxes” shall mean   (i) Taxes, other than Excluded Taxes, imposed on or with respect to any   payment made by or on account of any Obligation of the Co-Borrowers under any   Loan Document and (ii) to the extent not otherwise described in this   clause 0) above, Other Taxes. “independent Certified Public Accountant” shall   mean any independent certified public accounting firm selected by the   Co-Borrowers which accounting firm is satisfactory to the Lender. “Inventory”   shall mean all “inventory”, as such term is defined in the Uniform Commercial   Code for each State in the United States in which any of the Co-Borrowers may   now or hereafter have such inventory located, whether now owned and hereafter   acquired by any of the Co-Borrowers, and shall also mean and include all   inventory, wherever located (whether in possession of any of the Co-Borrowers   or of a bailee or other Person), now owned or hereafter acquired by any of   the Co-Borrowers or in which any of the Co-Borrowers has or hereafter may   acquire any rights, title or interests including, without limitation, all   goods, materials, supplies, merchandise and other personal property furnished   under any contract of service or intended for sale or lease, including,   without limitation, all raw materials, work in process, finished goods and   materials, parts and supplies of any kind, nature or description which are   used or consumed in such Person’s business, all returned or repossessed goods   now, or at any time or times hereafter, in the possession or under the   control of such Person, and all documents of title or documents representing   the same (but excluding all goods not owned by such Person which have been   sold on consignment by such Person to the extent included in the foregoing)   and specifically including all proceeds and products of the foregoing. “IRS”   shall mean the Internal Revenue Service and any Person succeeding to the   functions thereof. “ISP” shall have the meaning ascribed and assigned to such   term as set forth in the preamble of this Loan Agreement. 10 [SECOND AMENDED   AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Joinder and   Amendment Agreement.” shall have the meaning ascribed and assigned to such   term as set forth in the second (2”) recital to this Loan Agreement. “KEY”   shall mean a collective reference to (i) Key Equipment Finance, a   division of KeyBank National Association and (ii) Key Government   Finance, Inc., a Colorado corporation. “KeyBank Assignment Agreement”   shall mean that certain Master Assignment Agreement dated September 5,   2017, executed by and among (i) Wayside, (ii) Key Equipment   Finance, a Division of KeyBank National Association, and (iii) Key   Government Finance, Inc., a true, correct, and complete copy of which is   attached hereto as Exhibit “A”. “Law” or “Laws” shall mean any law   (including common law), constitution, statute, treaty, convention,   regulation, rule, ordinance, code, order, injunction, writ, decree or award   of any Governmental Authority. “Lender” shall have the meaning ascribed and   assigned to such term as set forth in the preamble of this Loan Agreement.   “Leverage Ratio” shall mean, as of any date of determination thereof, the   ratio of (i) Funded Indebtedness for the period of four   (4) consecutive fiscal quarters immediately preceding said date of   determination taken together as one accounting period —to- (ii) EBITDA   for the period of four (4) consecutive fiscal quarters immediately   preceding said date of determination taken together as one accounting period.   “Liabilities and Costs” shall mean all liabilities, obligations, responsibilities,   losses, damages, punitive damages, consequential damages, treble damages,   costs and expenses (including, without limitation, attorneys’, experts’ and   consulting fees and costs of investigation and feasibility studies), fines,   penalties and monetary sanctions, interest, direct or indirect, known or   unknown, absolute or contingent, past, present or future, arising out of or   relating to any action, suit, proceeding or resolution or settlement thereof.   “LIBOR Rate” shall mean the rate of interest per annum (based on a year of   360 days and actual days elapsed) determined by the Lender for each Business   Day at approximately 11:00 a.m. London time two (2) Business Days   prior to the date in question in accordance with its customary procedures and   utilizing such electronic or other quotation sources as it considers   appropriate to be the prevailing rate per annum at which deposits in Dollars   in an amount approximately equal to the then outstanding principal amount of   the applicable Loan Facility are offered to the Lender by first class banks   in the London interbank market, and ending on the numerically corresponding   date one (1) month later, as adjusted from time to time in the Lender’s   sole discretion for reserve requirements, deposit insurance assessment rates   and other regulatory costs, it being understood that such rate is a reference   rate, which serves as the basis upon which effective interest rates are   calculated for loans making reference thereto; provided however if such rate   is less than zero, such rate shall be deemed to be zero. “LIBOR Rate Loans”   shall mean those Loans outstanding while bearing interest at a fluctuating   interest rate per annum equal to (a) the LIBOR Rate, as adjusted each   Business Day to reflect day-to-day changes in the LIBOR Rate, plus   (b) one hundred fifty basis points (1.50%). “Lien” and “Liens” shall   mean with respect to any asset, any mortgage, deed of trust, pledge,   hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory   or other) or preference, priority, security interest or other security   agreement of any kind or nature whatsoever (including any conditional sale or   other title retention agreement, any financing lease involving substantially   the same 11 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










economic effect   as any of the foregoing and the filing of any financing statement under the   Uniform Commercial Code or comparable Law of any jurisdiction). “Lifeboat”   shall have the meaning ascribed and assigned to such term as set forth in the   preamble of this Loan Agreement. “Loan” and “Loans” shall have the meaning   assigned and ascribed to such term as set forth in   Section 2.01(i)(a) hereof. “Loan Account” shall have the meaning   ascribed to such term in Section 2.05(v) hereof. “Loan Agreement”   shall have the meaning ascribed and assigned to such term as set forth in the   preamble of this Loan Agreement. “Loan Documents” shall mean any and all   agreements, documents, certificates and instruments executed by the Co-Borrowers   and/or any other Person and delivered by them to the Lender pursuant to and   in connection with the Loan Facility, including, without limitation, this   Loan Agreement, the Note, the Collateral Documents, and any Hedging   Agreement, in each case as amended, modified, extended, restated, refinanced   and/or supplemented from time to time in accordance with the provisions   hereof or thereof. “Loan Facility” shall mean that certain electronic line of   credit loan facility in the maximum principal amount of up to $20,000,000.00,   hereinafter, as it may be from time to time amended, modified, extended,   renewed, substituted, and/or supplemented. “Loan Period” shall mean the   period commencing on the Closing Date and ending on the day immediately   preceding the Termination Date. “Loan Sweep Services” shall mean the   CitiBusiness Commercial Loan Sweep Services set forth and described in the   Cash Management Agreement. “Margin Stock” shall have the meaning ascribed and   assigned to such term in Regulation U. “Material Adverse Effect” shall mean a   material adverse effect upon (i) the Collateral, the business, assets,   condition (financial or otherwise), performance, prospects, properties or   operations of any of the Co-Borrowers taken as a whole, (ii) the ability   of the Co-Borrowers to perform their respective obligations and duties under   the Loan Documents, or (iii) the rights of or benefits available to the   Lender under the Loan Documents. The phrase “has a Material Adverse Effect”   or “will result in a Material Adverse Effect” or words substantially similar   thereto shall in all cases be intended to mean “has resulted, or will or   could reasonably be anticipated to result, in a Material Adverse Effect”, and   the phrase “has no (or does not have a) Material Adverse Effect” or “will not   result in a Material Adverse Effect” or words substantially similar thereto   shall in all cases be intended to mean “does not or will not or could not   reasonably be anticipated to result in a Material Adverse Effect. “Maturity   Date” shall mean the earlier to occur of (i) August 31, 2020 or   (ii) the date of termination of the Loan Facility pursuant to   Section 9.02 of this Loan Agreement. “Maximum Amount of the Loan   Facility shall mean, as of any date of determination, the maximum principal   amount of the Loan Facility, as said maximum principal amount may be from   time to time reduced in accordance with the requirements of Section 2.0   1(vi) of this Loan Agreement. As of the Closing Date, the Maximum Amount   of the Loan Facility is $20,000,000.00. 12 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Multieniplover   Plan” shall mean an employee benefit plan defined in   Section 4001(a)(3) of ERISA which is, or within the immediately   preceding six (6) years was, contributed to by any of the Co- Borrowers   or an ERISA Affiliate. “Net Income” shall mean, with respect to any Person,   for any test period, all amounts which would be included under net income on   an income statement of such Person for such test period, all in accordance   with Generally Accepted Accounting Principles. “Note” shall mean that certain   Second Amended and Restated Revolving Credit Loan Note dated of even date   herewith, executed by the Co-Borrowers, on a joint and several basis, as   makers, in favor of the Lender, as payee, as it may be from time to time   amended, modified, extended, renewed, substituted, and/or supplemented.   “Notice of Borrowing” shall mean, with respect to a proposed Borrowing   pursuant to Section 2.01(ii) of this Loan Agreement, a written loan   authorization and certificate duly executed by an Authorized Officer of the   Co-Borrowers and delivered to the Lender in the form of Exhibit “B”   attached hereto and made a part thereof. “Obligations” shall mean all present   and future Debt and other liabilities of any of the Co- Borrowers due and   owing to the Lender, any Affiliate or Subsidiary of the Lender, or any Person   entitled to indemnification pursuant to Section 10.02 hereof, or any of   their respective successors, transferees or assigns, of every type and description,   whether or not evidenced by any note, guaranty or other instrument, whether   arising under or in connection with this Loan Agreement or any other Loan   Document or otherwise, whether or not for the payment of money, 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, including, without limitation, all interest, charges,   expenses, fees, attorneys’ fees and disbursements (further including, without   limitation, post judgment collection costs and expenses) and any other sum   chargeable to any of the Co-Borrowers under this Loan Agreement or any other   Loan Document, any Debt arising out of relating to any deposit accounts of   any of the Co- Borrowers maintained with the Lender or any Affiliate of the   Lender, or any cash management services or other products or services   provided by the Lender, or any Affiliate or Subsidiary of the Lender,   including, without limitation, merchant card and ACH transfer services,   together with interest accruing thereon, including any interest on   pre-petition Debt accruing after bankruptcy, and all existing and future   obligations under any Hedging Agreement or foreign exchange transaction or   any other bank product. The term includes, without limitation, all interest,   charges, expenses, fees, attorneys’ fees and disbursements (further   including, without limitation, post-judgment collection costs and expenses)   and any other sum chargeable to either of the Co-Borrowers under this Loan   Agreement or any other Loan Document. “Officer’s Certificate” shall mean a   certificate with respect to any of the Co-Borrowers executed by any of the   Authorized Officers of such Co-Borrower, including, without limitation, the   president, any vice-president or the chief financial officer, in form and   substance reasonably acceptable to the Lender. “Online Agreement” shall mean   a collective reference to the CitiBusiness Online Agreement, as it may be   from time to time amended, modified, extended, renewed, substituted, and/or   supplemented. “Operating Lease” and “Operating Leases” shall mean, as applied   to any Person, any lease of any property (other than real property) by that   Person as lessee which is not a Capitalized Lease. “Original Loan Agreement”   shall have the meaning ascribed and assigned to such term as set forth in the   first (1st) recital to this Loan Agreement. 13 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Other Connect   ion Taxes” shall mean, with respect to the Lender, Taxes imposed as a result   of a present or former connection between the Lender and the jurisdiction   imposing such Tax (other than connections arising solely from the Lender   having executed, delivered, becoming a party to, performed its obligations   under, received payments under, received or perfected a security interest   under, engaged in any other transaction pursuant to or enforced any Loan   Document, or sold or assigned an interest in any Loans or Loan Document).   “Other Taxes” shall mean 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 by the   Lender of its interests in the Loans. “PBGC” shall mean the Pension Benefit   Guaranty Corporation referred to and defined in ERISA and any Person   succeeding to any or all of its functions and duties under ERISA. “Pension   Plan” shall mean any “employee pension benefit plan” within the meaning of   Section 3(2) of ERISA (other than a Multiemployer Plan) covered by   Title IV of ERISA by reason of Section 4021 of ERISA, of which the   Co-Borrowers or any ERISA Affiliate is or has been within the preceding five   (5) years a “contributing sponsor” within the meaning of   Section 4001(a)(13) of ERISA, or which is or has been within the   preceding five (5) years maintained for employees of the Co-Borrowers or   any ERISA Affiliate. “Permits” shall mean any permit, approval,   authorization, license, variance, or permission required from a Governmental   Authority under any applicable Requirement of Law. “Permitted Encumbrances”   shall mean a collective reference to (i) any Customary Permitted Liens,   (ii) any Liens created or contemplated by the Loan Documents, and   (iii) any Liens existing on the Closing Date as described on Schedule   1.01(P) attached hereto and made a part hereto (which scheduled Liens   are reasonably acceptable to the Lender). “Person” or “Persons” shall mean   any natural person, employee, general partnership, limited partnership,   limited liability partnership, limited liability company, corporation   (including a business trust), joint stock company, trust, unincorporated   association, joint venture, company, trust, bank or other organization,   whether or not a legal entity or any other non-governmental entity, or any   Governmental Authority. “Plan” shall mean any employee benefit plan within   the meaning of Section 3(3) of ERISA (other than a Multiemployer   Plan) of which any of the Co-Borrowers or any ERISA Affiliate are, or within   the preceding five (5) years were, an “employer” as that term is defined   in Section 3(5) of ERISA. “Plant Closing Law” shall mean the Worker   Adjustment and Retraining Notification Act of 1988 (29 U.S.C.A. §2101 et   seq.), or any similar federal, state or local Law in effect from time to   time. “Pledge Agreement” shall mean that certain Second Amended and Restated   Pledge and Security Agreement dated of even date herewith, executed by   Wayside in favor of the Lender pursuant to which Wayside has granted the   Lender (i) a first priority security interest in and to sixty-five   percent (65%) of the Equity Interests in and to Wayside Technology   (Canada), Inc. and (ii) a first priority security interest in and   to sixty-five percent (65%) of the Equity Interests in and to Wayside Technology   Group Europe BV, as said Pledge and Security Agreement may be from time to   time amended, modified, extended, renewed, substituted, and/or supplemented.   14 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 









 



“Potential   Event of Default” shall mean an event, condition or situation which with the   giving of any required notice and/or the passage of any required grace or   cure periods, or any combination of the foregoing, would constitute an Event   of Default. “Prime Rate” shall mean, for any day, a fluctuating per annum   rate of interest equal to the highest of (i) the variable per annum rate   of interest so designated from time to time by the Lender at its principal   office as its “prime commercial lending rate”, or (ii) the LIBOR Rate   plus two hundred basis points (2.00%). The Prime Rate is a reference rate and   does not necessarily represent the lowest or best rate being charged by the   Lender to any customer. Changes in the rate of interest resulting from changes   in the “prime rate” shall take place immediately without notice or demand of   any kind. “Prime Rate Loans” shall mean those outstanding Loans which bear   interest at the Prime Rate. “Proceeds” shall have the meaning assigned to it   under the New Jersey Uniform Commercial Code and, in any event, shall   include, but not be limited to, (i) any and all proceeds of any   insurance, indemnity, warranty or guaranty payable to any of the   Co-Borrowers, from time to time with respect to any of the Collateral, (ii) any   and all payments (in any form whatsoever) made or due and payable to any of   the Co-Borrowers, from time to time in connection with any requisition,   confiscation, condemnation, seizure or forfeiture of all or any part of the   Collateral by any Governmental Authority or any other Person (whether or not   acting under color of governmental authority), and (iii) any and all   other amounts from time to time paid or payable under or in connection with   any of the Collateral. “Programmer’s Paradise” shall have the meaning   ascribed and assigned to such term as set forth in the preamble of this Loan   Agreement. “Property” or “Properties” shall mean any real or personal   property, plant, building, facility, structure, underground storage tank,   equipment or unit, or other asset owned, leased or operated by any of the   Co-Borrowers. “Regulation D” shall mean Regulation D of the Federal Reserve   Board, or any successor statute or regulation thereto, as in effect from time   to time. “Regulation T” shall mean Regulation T of the Federal Reserve Board,   or any successor statute or regulation thereto, as in effect from time to   time. “Regulation U” shall mean Regulation U of the Federal Reserve Board, or   any successor statute or regulation thereto, as in effect from time to time.   “Regulation X” shall mean Regulation X of the Federal Reserve Board, or any   successor statute or regulation thereto, as in effect from time to time.   “Release” shall mean release, spill, emission, leaking, pumping, injection,   deposit, disposal, discharge, dispersal, leaching or migration into the   indoor or outdoor Environment or into or out of any Property, including the   movement of Environmental Concern Materials through or in the air, soil,   surface water, groundwater or Property. “Remedial Action” shall mean actions required   to (i) clean up, remove, treat or in any other way address Environmental   Concern Materials in the indoor or outdoor environment, (ii) prevent the   Release or threat of Release or minimize the further Release of Environmental   Concern Materials so they do not migrate or endanger or threaten to endanger   public health or welfare or the indoor or outdoor 15 [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










environment, or   (iii) perform pre-remedial studies and investigations and post-remedial   monitoring and care. “Reportable Event” shall have the meaning ascribed to,   such term in Section 4043 of ERISA or regulations promulgated   thereunder. “Requirements of Law” shall mean, as to any Person, the charter   and by-laws or other organization or governing documents of such Person, and   any law, rule or regulation, Permit, or determination of an arbitrator   or a court or other Governmental Authority, in each case applicable to or   binding upon such Person or any of its property or to which such Person or   any of its property is subject, including, without limitation, the Securities   Act, the Securities Exchange Act, Regulations U and X, and any certificate of   occupancy, zoning ordinance, building, environmental or land use requirement   or Permit or occupational safety or health law, rule or regulation.   “Securities” shall mean any stock, shares, voting trust certificates, bonds,   debentures, notes or other evidences of indebtedness, secured or unsecured,   convertible, subordinated or otherwise, or in general any instruments   commonly known as “securities”, or any certificates of interest, shares, or   participation in temporary or interim certificates for the purchase or   acquisition of, or any right to subscribe to, purchase or acquire any of the   foregoing, but shall not include any evidence of the Obligations. “Securities   Act” shall mean the Securities Act of 1933, as amended to the date hereof and   from time to time hereafter, and any successor statute. “Securities Exchange   Act” shall mean the Securities Exchange Act of 1934, as amended to the date   hereof from time to time hereafter, and any successor statute. “Security   Agreement” shall mean that certain Second Amended and Restated Security   Agreement dated of even date herewith, executed by the Co-Borrowers in favor   of the Lender pursuant to which the Co-Borrowers have granted the Lender a   first priority security interest in and to the Collateral, as said Security   Agreement may be from time to time amended, modified, extended, renewed,   substituted, and/or supplemented. “Single Employer Plan” shall mean any Plan   which is not a Multiemployer Plan under Title IV of ERISA. “Solvent” shall   mean, when used with respect to any Person, that at the time of   determination: (i) the fair value of its assets (at fair valuation) is not   less than the total amount of its Debts, including, without limitation,   contingent liabilities; (ii) it is then able to pay its Debts as they mature;   (iii) it owns property having a value (at fair valuation) in excess of the   total amount required to pay its Debts; and (iv) it has capital sufficient to   carry on its business. “Subsidiary” or “Subsidiaries” shall mean with respect   to any Person at any date of determination (i) a corporation a majority   of whose capital stock with voting power, under ordinary circumstances, to   elect a majority of directors is at the time, directly or indirectly is owned   by said Person, (ii) any other 16 [SECOND AMENDED AND RESTATED REVOLVING   CREDIT LOAN AGREEMENT]


    




 










Person (other   than a corporation) in which said Person, directly or indirectly, at the date   of determination thereof has at least majority ownership interest, and/or   (iii) any entity whose net earnings (losses) or portions thereof would   be properly included and consolidated with the net earnings of said Person;   provided, however, that the term Subsidiary shall not include any entity that   is not reflected on the balance sheet of said Person due to inactivity and   lack of material assets and liabilities. “Swap Transaction” shall mean any   agreement, contract or transaction between the Co-Borrowers and the Lender   that constitutes a “swap” within the meaning of section 1 a(47) of the   Commodity Exchange Act, including without limitation, any foreign exchange   forward or swap transaction and any transaction pursuant to which the   Co-Borrowers hedge all or a portion of the floating interest rate payable to   the Lender under the Loan Facility. “Taxes” means all present or future   taxes, levies, imposts, duties, deductions, withholdings, (including backup   withholdings), assessments, fees or other charges imposed by any Governmental   Authority, including any interest, additions to tax or penalties applicable   thereto. “Techxtend” shall have the meaning ascribed and assigned to such   term as set forth in the preamble of this Loan Agreement. “Termination Date”   shall mean the earlier to occur of (i) the day immediately preceding the   Maturity Date or (ii) the date of termination of the Loan Facility   pursuant to Section 9.02 of this Loan Agreement. “Termination Event”   shall mean (i) any Reportable Event with respect to any Benefit Plan   described in Section 4043 of ERISA and the regulations issued thereunder   for which the notice requirements have not been waived by the PBGC,   (ii) the withdrawal of any of the Co-Borrowers or an ERISA Affiliate   from a Benefit Plan during a plan year in which it was a “substantial   employer” as defined in Section 4001 (a)(2) of ERISA,   (iii) the occurrence of an obligation arising under Section 4041 of   ERISA of any of the Co-Borrowers or an ERISA Affiliate to provide affected   parties with a written notice of an intent to terminate a Benefit Plan in a   distress termination described in Section 4041 (c) of ERISA,   (iv) the institution by the PBGC of proceedings to terminate any Benefit   Plan, (v) any event or condition which constitutes grounds under   Section 4042 of ERISA for the appointment of a trustee to administer a   Benefit Plan, or (vi) the partial or complete withdrawal of any of the   Co-Borrowers or any ERISA Affiliate from a Multiemployer Plan. “UFCA” shall   have the meaning assigned and ascribed to such term as set forth in   Section I 0.20(iv) hereof. “UFTA” shall have the meaning assigned   and ascribed to such term as set forth in Section 10.200 v hereof “USA   Patriot Act” shall mean the Uniting and Strengthening America by Providing   Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,   Public Law 107-56, as the same has been, or shall hereafter be, renewed,   extended, amended or replaced. “Wayside” shall have the meaning ascribed and   assigned to such term as set forth in the preamble of this Loan Agreement.   “Wayside Canada” shall have the meaning assigned and ascribed to such term as   set forth in Section 4.0 I(iii)(a) of this Loan Agreement. 17 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










“Wayside   Europe” shall have the meaning assigned and ascribed to such term as set   forth in Section 4,01(i ii)(a) of this Loan Agreement.   Section 1.02 Rules of Interpretation and Construction. In this Loan   Agreement unless the context otherwise clearly requires: (i) Articles and   Sections mentioned by number only are the respective Articles and Sections of   this Loan Agreement as so numbered; (ii) Words importing a particular gender   mean and include every other gender, and words importing the singular number   mean and include the plural number and vice versa; (iii) Words importing   persons mean and include firms, associations, partnerships (including limited   partnerships), societies, trusts, corporations, limited liability companies   or other legal entities, including public or governmental bodies and the   Co-Borrowers’ Subsidiaries, as well as natural persons; (iv) Any headings   preceding the texts of the several Articles and Sections of this Loan Agreement,   and any table of contents or marginal notes appended to copies hereof, shall   be solely for convenience of reference and shall not affect or control the   meaning, construction or interpretation of this Loan Agreement; (v) If any   clause, provision or section of this Loan Agreement shall be ruled invalid or   unenforceable by any court of competent jurisdiction, such holding shall not   invalidate or render unenforceable any of the remaining provisions thereof,   unless not invalidating or rendering unenforceable the remaining provisions   shall be inequitable; (vi) The terms “herein”, “hereunder”, “hereby”,   “hereto”, “hereof’ and any similar terms as used in this Loan Agreement refer   to this Loan Agreement as a whole and not to any particular provision of this   Loan Agreement; the term “heretofore” means before the date of execution of   this Loan Agreement; and the term “hereafter” means on or after the date of   execution of this Loan Agreement; (vii) This Loan Agreement and all matters   relating hereto shall be governed by and construed and interpreted in   accordance with the laws of the State of New Jersey; (viii) If any clause,   provision or section of this Loan Agreement shall be determined to be   apparently contrary to or conflicting with any other clause, provision or   section of this Loan Agreement, then the clause, provision or section   containing the more specific provisions shall control and govern with respect   to such apparent conflict; (ix) References in this Loan Agreement to   “determination” (and similar terms) by the Lender include good faith and   reasonable estimates by the Lender (in the case of quantitative   determinations) and good faith and reasonable beliefs by the Lender (in the   case of qualitative determinations); and (x) The word “and” when used from time   to time herein shall mean “or” or “and/or” if such meaning is expansive of   the rights or interests of the Lender in the given context. 18 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 1.03   Accounting Principles. (i) As used in this Loan Agreement, Generally Accepted   Accounting Principles shall be established on the date a relevant computation   or determination is to be made or the date of relevant financial statements   as the case may be. (ii) Except as otherwise provided in this Loan Agreement,   all computations and determinations as to accounting or financial matters   shall be made, and all financial statements to be delivered pursuant to this   Loan Agreement shall be prepared, in accordance with Generally Accepted   Accounting Principles (including principles of consolidation where   appropriate), and all accounting or financial terms shall have the meanings   ascribed to such terms by Generally Accepted Accounting Principles. (iii) If   any change in Generally Accepted Accounting Principles after the date of this   Loan Agreement is or shall be required to be applied to transactions then or   thereafter in existence, and a violation of one or more provisions of this   Loan Agreement shall have occurred or in the opinion of the Co-Borrowers   would likely occur which would not have occurred or be likely to occur if no   change in accounting principles had taken place, (a) the Co-Borrowers   and the Lender agree that such violation shall not be considered to   constitute an Event of Default or a Potential Event of Default for a period   of thirty (30) days from the date a Co-Borrower notifies the Lender of the   applicability of this Section 1.03( iii); (b) the Co-Borrowers and   the Lender agree in such event to negotiate in good faith an amendment to   this Loan Agreement which shall approximate to the extent possible the   economic effect of the original financial covenants after taking into account   such change in Generally Accepted Accounting Principles; and (c) if the   Co-Borrowers and the Lender are unable to negotiate such an amendment within   the thirty (30) day period described in clause (a) above, the   Co-Borrowers shall have the option of (1) prepaying and terminating the   Loan Facility (pursuant to all applicable provisions hereof) or (2) submitting   the draft of such an amendment to a firm of independent certified public   accountants acceptable to the Co- Borrowers and the Lender (each acting   reasonably), which shall complete its draft of such amendment within thirty   (30) days of submission and which amendment shall be promptly executed by the   Co- Borrowers and the Lender and made effective; if the Co-Borrowers and the   Lender cannot agree, the firm shall be selected by binding arbitration in   Iselin, New Jersey in accordance with the rules then in effect of the   American Arbitration Association and the amendment drafted by such firm shall   thereafter be executed by the Co-Borrowers and the Lender and made effective.   If the Co-Borrowers do not exercise either such option within said period, then   as used in this Loan Agreement, Generally Accepted Accounting Principles   shall mean generally accepted accounting principles in effect at the relevant   date. The Co-Borrowers and the Lender agree that if the Co-Borrowers elect   the option in clause (2) above, until such firm has been selected and   such amendment has been executed and made effective, no such violation shall   constitute an Event of Default or a Potential Event of Default. (iv) If any   change in Generally Accepted Accounting Principles after the date of this   Loan Agreement is required to be applied to transactions or conditions then   or thereafter in existence, and the Lender shall assert that the effect of   such change is or shall likely be to distort materially the effect of any of   the definitions of financial terms in Article I of this Loan Agreement   or any of the covenants of the Co-Borrowers in Article VIII of this Loan   Agreement (hereinafter collectively referred to as the “Financial   Provisions”), so that the intended economic effect of any of the Financial   Provisions will not in fact be accomplished, then (a) the Lender shall notify   the Co-Borrowers of such assertion, specifying the change in Generally   Accepted Accounting Principles which is objected to, and until otherwise   determined as provided below, the specified change in Generally Accepted   Accounting Principles shall 19 [SECOND AMENDED AND RESTATED REVOLVING CREDIT   LOAN AGREEMENT]


    




 










not be made by   the Co-Borrowers in its financial statements for the purpose of applying the   Financial Provisions; and (b) the Lender and the Co-Borrowers shall follow   the procedures set forth in subsection ( iii)(b) above and the first   sentence of subsection ONO above. If the Co-Borrowers and the Lender are   unable to agree on an amendment as provided in said subsection ( i   )(b) and if the Co- Borrowers do not exercise either option set forth in   the first sentence of said subsection ( iii)(c) within the specified   period, then as used in this Loan Agreement, Generally Accepted Accounting   Principles shall mean generally accepted accounting principles in effect at   the relevant date, except that the specified change in Generally Accepted   Accounting Principles which is objected to by the Lender shall not be made in   applying the Financial Provisions. The Co-Borrowers and the Lender agree that   if the Co- Borrowers elect the option in clause (2) of the first   sentence of said subsection (iii)(c), until such independent accounting firm   has been selected and such amendment has been executed and made effective,   the specified change in Generally Accepted Accounting Principles shall not be   made in applying the Financial Provisions. (v) All expenses of compliance   with this Section 1.03 shall be paid for by the Co- Borrowers, except   the Co-Borrowers and the Lender shall be responsible for their own costs and   expenses associated with proceedings under subsection 1.03011Cc) hereof other   than the cost and expense payable to the American Arbitration Association and   any such accounting firm which shall be divided equally between the Lender on   the one hand and the Co-Borrowers on the other. Section 1.04   Interpretation and Construction of Exceptions/Carveouts to Article Vii   Negative Covenants. In connection with the exceptions/carveouts to the   negative covenants set forth and described in Article VII of this Loan   Agreement, each such exception/carveout shall be available as described   therein independent of, and separate, distinct, and apart from, any other   such exceptions/carveouts, including, without limitation, any other   exceptions/carveouts expressly set forth and described within the same   section of said Article VII. Any and all such exceptions/carveouts which   make reference to an aggregate dollar amount (i.e., a “basket”) shall be   deemed to refer to the aggregate dollar amount which the Lender will permit   the Co-Borrowers to incur and to permit to remain outstanding subsequent to   the Closing Date which aggregate dollar amount shall be deemed to be   inclusive oft and not in addition to, the aggregate dollar amount of such   items which may be currently outstanding as of the Closing Date.   ARTICLE II AMOUNT AND TERMS FOR THE LOAN FACILITY Section 2.01 Loan   Facility. (i) Availability (a) Subject to the terms, conditions, and   provisions set forth in this Loan Agreement (including, without limitation,   the terms, conditions, and provisions of Section 10.20 hereof) and   provided no Event of Default or Potential Event of Default shall have   occurred and be continuing, the Lender hereby agrees to make available to the   Co-Borrowers from time to time during the Loan Period, revolving credit loans   (hereinafter each individually referred to as a “Loan” and collectively   referred to as the “Loans”) in amounts which shall not exceed, in the   aggregate for all Loans at any time outstanding, the Maximum Amount of the   Loan Facility. If the outstanding amount of the Loans shall exceed the   Maximum Amount of the Loan Facility at any time, such excess amount shall be   (1) immediately due and payable by the Co-Borrowers to the Lender,   (2) secured by the Collateral, and (3) 20 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










subject to the   terms, conditions, and provisions of this Loan Agreement and all of the other   Loan Documents. The Loans shall be evidenced by the Note. (b) Loans may be   voluntarily prepaid pursuant to Section 2.04 hereof and, subject to the   provisions of this Loan Agreement, any amounts so prepaid may be reborrowed,   up to the amount available under this Section 2.01( at the time of such   Borrowing, during the Loan Period. The Lender’s commitment to make Loans   shall automatically expire, and each Loan then outstanding shall be repaid in   full by the Co-Borrowers, all no later than the Termination Date. (ii)   Requesting Advances. Whenever the Co-Borrowers desire to borrow under this   Section 2.01, the Co-Borrowers shall deliver to the Lender a Notice of   Borrowing no later than 1:00 P.M. (Iselin, New Jersey time) at least two   (2) Business Days in advance of the proposed Borrowing Date. The Notice   of Borrowing shall specify (1) the Borrowing Date (which shall be a   Business Day) in respect of the Loan and (2) the amount of the proposed   Borrowing, which shall not be less than $50,000.00 and in integral multiples   of $50,000.00 in excess thereof. In lieu of delivering the above-described   Notice of Borrowing, the Co-Borrowers may give the Lender telephonic notice   of any proposed Borrowing by the time required under this   Section 2.01(ii); provided, however, that such notice shall be confirmed   in writing by delivery to the Lender promptly (but in no event later than the   Borrowing Date of the requested Loan) of a Notice of Borrowing. Any Notice of   Borrowing (or telephonic notice in lieu thereof) pursuant to this   Section 2.01( i i) shall be irrevocable. Notwithstanding any term,   condition, or provision of this Section 2.01(ii) to the contrary, at any   time that the Co-Borrowers are availing themselves of the Lender’s electronic   line of credit services in connection with the Loan Facility in accordance   with the terms, conditions, and provisions of the Online Agreement, the   Co-Borrowers may request a Borrowing by use of the Lender’s online banking   system in accordance with the terms, conditions, and provisions of the Online   Agreement. (iii) Making of Loans. The Lender shall make the proceeds of each   such Loan available to the Co-Borrowers at the Lender’s office located in   Iselin, New Jersey no later than 5:00 P.M. (Iselin, New Jersey time) on   each such Borrowing Date and shall disburse such funds in Dollars and in   immediately available funds to an account of the Co-Borrowers maintained with   the Lender. (iv) Use of Proceeds of Loans. The proceeds of the Loans created   shall be used to provide working capital to the Co-Borrowers in the ordinary   course of the Co-Borrowers’ business and for general corporate purposes of   the Co-Borrowers. (v) No Amortization of the Loan Facility. During the term   of the Loan Facility, provided no Event of Default or Potential Event of   Default shall have occurred and be continuing, there shall be no required   principal amortization payments due and owing to the Lender on the Loan   Facility. The full and final payment of all principal, unpaid accrued   interest, fees, costs and expenses, if any, owing to the Lender on the Loan   Facility shall be made by the Co-Borrowers to the Lender on the Maturity   Date. The Lender agrees that no “annual clean-up” of the Loan Facility shall   be required. (vi) Reduction of Loan Facility; Revolving Credit Termination   Date/Maturity Date. (a) The Co-Borrowers shall have the right, at any time   and from time to time, to terminate in whole or permanently reduce in part,   the Loan Facility in an amount up to (1) the Maximum Amount of the Loan   Facility minus (2) the aggregate principal amount of all Loans then   outstanding. Any such prepayment may be made by the Co-Borrowers without   premium or fee. 21 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










(b) The Loan   Facility shall automatically expire on the Termination Date without further   action on the part of the Lender, and all outstanding Loans shall be repaid   in full on the Maturity Date, unless otherwise extended in writing by the   Lender. Section 2.02 interest on the Loan Facility. (i) Rates of   interest. (a) All Loans shall bear interest computed daily on the outstanding   principal balance thereof from the date when made until paid in full, at a   fluctuating interest rate per annum equal to the sum of (1) the LIBOR   Rate, as adjusted each Business Day to reflect day-to-day changes in the   LIBOR Rate plus (2) one hundred fifty basis points (1.50%). (b)   Notwithstanding subsection (a) above and Section 2.02(ii) below,   all agreements between the Co-Borrowers and the Lender are hereby expressly   limited so that in no contingency or event whatsoever (whether by reason of   acceleration of the maturity dates of the Loan Facility evidenced hereby or   otherwise), shall the amount paid or agreed to be paid to the Lender for the   use or the forbearance of the indebtedness evidenced hereby exceed the   maximum rate permitted by Applicable Law. As used in this   Section 2.02(0( b), the term “Applicable Law” shall mean the Law in   effect as of the Closing Date; provided, however, that in the event there is   a change in the Law which results in a higher permissible rate of interest, then   this provision shall be governed by such new Law as of its effective date. In   this regard, it is expressly agreed that it is the intent of the Co-Borrowers   and the Lender in the execution, delivery and acceptance of this Loan   Agreement, the Note, and the other Loan Documents to contract in strict   compliance with the Laws of the State of New Jersey from time to time in   effect. If, under or from any circumstances whatsoever, fulfillment of any   provision hereof or of any of the other Loan Documents at the time of   performance of such provision shall be due, shall involve transcending the   limit of such validity prescribed by applicable Law, then the obligation to   be fulfilled shall automatically be reduced to the limits of such validity   and if under or from circumstances whatsoever the Lender should ever receive   as interest in connection with the Loan Facility an amount which would exceed   the highest lawful rate, such amount which would be excessive interest shall   be applied to the reduction of the outstanding principal balance of the Loan   Facility, and not to the payment of interest. This provision shall control   every other provision of this Loan Agreement and the other Loan Documents.   (ii) interest Payments. Subject to the terms, conditions and provisions of   Section 2.02(i ii and Section 2.04 below, interest accrued and unpaid on   all Loans then outstanding shall be payable by the Co-Borrowers in arrears   (a) on the first Business Day of each month during the term of this Loan   Agreement, commencing on the first Business Day of the first month next   following the making of each such Loan, (b) upon prepayment thereof,   whether in full or in part, and (c) at maturity. (iii) Default Interest.   Notwithstanding the rates of interest specified in Section 2.02(i) hereof   and the payment dates specified in Section 2.02(ii) hereof, effective   immediately upon the occurrence of any Event of Default under   Section 9.01 of this Loan Agreement (whether or not the Lender has   accelerated payment of the outstanding principal balance of the Loan   Facility) and for as long thereafter as any such Event of Default shall be   continuing, the outstanding principal balance of all Loans then outstanding   and, to the extent permitted by applicable Law, any interest payments on all   Loans not paid when due, shall bear interest at the Default Rate. The   Co-Borrowers hereby acknowledge that: (a) such Default Rate is a   material inducement to the Lender to make the Loan Facility available to the   Co- Borrowers, (b) the Lender would not have made the Loan Facility available   to the Co-Borrowers in the absence of the agreement of the Co-Borrowers to   pay such Default Rate, (c) such Default Rate represents compensation for   increased risk to the Lender that the Loan Facility will not be repaid and   (d) such 22 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










Default Rate is   not a penalty and represents a reasonable estimate of (1) the cost to   the Lender in allocating its resources (both personnel and financial) to the   on-going review, monitoring, administration and collection of the Loan   Facility and (2) compensation to the Lender for losses that are   difficult to ascertain. (iv) Computation of interest. Interest on all   outstanding Loans shall be computed on the basis of the actual number of days   elapsed in the period during which interest accrues and a year of 360 days.   In computing interest on any Loan, the date of the making of the Loan shall   be included and the date of payment shall be excluded; provided, however,   that if a Loan is repaid on the same day on which it is made, one   (1) day’s interest shall be paid on that Loan. (v) Changes: Legal   Restrictions. In the event that after the date hereof (a) the adoption   of any Law or the occurrence of any Change in Law or (b) the compliance   by the Lender with any request or directive (whether or not having the force   of Law and whether or not the failure to comply therewith would be unlawful)   from any central bank or other Governmental Authority or quasi- governmental   authority: (1) does or may impose, modify, or hold applicable, in the   reasonable determination of the Lender, any reserve, special deposit,   compulsory loan, FDIC insurance, capital allocation or similar requirement   against assets held by, or deposits or other liabilities in or for the   account of, advances or loans by, commitments made, or other credit extended   by, or any other acquisition of funds by, the Lender or any applicable   lending office of the Lender (except, with respect to Loans bearing interest   at the “Prime Rate”, to the extent that the reserve and FDIC insurance   requirements are reflected in the definition of “Prime Rate”); or (2) does or   is reasonably likely to impose on the Lender any other condition materially   more burdensome in nature, extent or consequence than those in existence as   of the Closing Date; or (3) imposes on the Lender or the London interbank   market any other condition, cost, or expense affecting this Loan Agreement or   LIBOR Rate Loans made by the Lender; or (4) subjects the Lender to any taxes   on its loans, loan principal, letters of credit, commitments, or other   obligations, or its deposits, reserves, other liabilities or capital   attributable thereto, and the result of any of the foregoing is to increase   the cost to the Lender of making, renewing or maintaining the Loans or to   reduce any amount receivable thereunder, then, in any such case, the Co-   Borrowers shall promptly pay to the Lender, upon demand, such amount or   amounts (based upon an allocation thereof by the Lender to the financing   transactions contemplated by this Loan Agreement and effected by this   Section 2.02(v] and provided that such additional amounts are also   required to be paid by the Lender’s other similarly situated customers) as   may be necessary to compensate the Lender for any such additional cost   incurred or reduced amount received. The Lender shall deliver to the   Co-Borrowers a written statement of the costs or reductions claimed and the   basis therefor, and the allocation made by the Lender of such costs and   reductions shall be conclusive, absent manifest error, if made in good faith.   If the Lender subsequently recovers any amount previously paid by the   Co-Borrowers pursuant to this Section 2.02( v ), the Lender shall,   promptly after receipt of such refund and to the extent permitted by   applicable Law, pay to the Co-Borrowers the amount of any such recovery. 23   [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 2.03   Fees. (i) No Renewal/Loan Fee. The Co-Borrowers shall not pay a renewal fee   in connection with the amendment and restatement of the Loan Facility. (ii)   Unused Commitment Fee. The Co-Borrowers shall pay to the Lender an unused   commitment fee equal to (a) the product of (1) with respect to the   first (1st) year of the Loan Facility only, seven basis points (0.07%) per   annum and (2) with respect to the second (2nd) year of the Loan Facility   and each year of the Loan Facility thereafter, ten basis points (0.10%) per   annum multiplied by (b) the actual daily amount by which the Maximum   Amount of the Loan Facility exceeds the outstanding principal balance of all   Loans. The unused commitment fee shall accrue at all times during the Loan   Period, including at any time during which one or more of the conditions in   Section 3.02 hereof is not met, and shall be due and payable in   quarterly installments in arrears on the last Business Day of each March,   June, September and December, commencing with the first such date to   occur after the Closing Date, and on the last day of the Loan Period. (iii) Late   Charge Fee. In the event that the entire amount of any payment, including,   without limitation, interest and/or principal, required to be made by the   Co-Borrowers under the Note, this Loan Agreement or any of the other Loan   Documents shall not be received by the Lender when due, the Lender may   charge, and if so charged, the Co-Borrowers shall pay, a late charge of   ($0.05) for each dollar ($1.00) of each delinquent payment for the purpose of   defraying the expense incident to the handling of such delinquent payment.   (iv) Payment of Fees. The fees described in this Section 2.03 represent   compensation for services rendered and to be rendered separate and apart from   the lending of money or the provision of credit, and the obligation of the   Co-Borrowers to pay each fee described herein shall be in addition to, and   not in lieu of, the obligation of the Co-Borrowers to pay interest and other   fees and expenses otherwise described in this Loan Agreement. Fees shall be   payable when due at the office of the Lender in Iselin, New Jersey in   immediately available funds. All fees shall be non-refundable when paid. All   fees described in this Section 2.03 which are expressed as a per annum   charge shall be calculated on the basis of the actual number of days elapsed   in a 360-day year. Section 2.04 Prepayments. The Co-Borrowers may from   time to time voluntarily prepay the Loan Facility, in whole or in part,   without premium or fee, upon at least three (3) Business Days’ prior   express written notice to the Lender. Notwithstanding the foregoing to the   contrary, in the event that any prepayments are made in connection with the   termination of this Loan Agreement such prepayments (a) shall be made   only upon fifteen (15) Business Days’ prior written notice to the Lender,   (b) shall be applied in the inverse order of maturity, and   (c) shall be accompanied by the payment of all accrued and unpaid   interest and other fees, express or sums, if any, due on the Loan or Loans   being prepaid and at any time that the Co-Borrowers are availing themselves of   the Loan Sweep Services with respect to the Loan Facility, the Loan Facility   may be voluntarily prepaid in accordance with the Cash Management Agreement.   Section 2.05 Payments; Collection of Accounts. (i) Collection of   Accounts. The Co-Borrowers are authorized to collect the Accounts and any   other Proceeds of Collateral, at the Co-Borrowers’ expense, but such   authority shall automatically terminate upon the occurrence of an Event of   Default. The Lender may modify or terminate such authority at any time upon   the occurrence of an Event of Default and directly collect the Accounts and   other monetary obligations included in the Collateral. (ii) Manner and Time   of Payment. Each payment to be made by the Co-Borrowers hereunder in respect   of principal, interest and fees payable to the Lender, including, without   limitation, all 24 24 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










payments in   connection with all Loans, shall be made without condition or reservation or   right, in Dollars and in immediately available funds, delivered to the Lender   not later than 1:00 P.M. (Iselin, New Jersey time) on the date due, to   such account of the Lender in Iselin, New Jersey, as the Lender may   designate, or such other place as the Lender may from time to time specify in   writing. All payments shall be made by Co-Borrowers to the Lender at the   Lender’s office address stated above or such other place as the Lender may   from time to time specify in writing in lawful currency of the United States of   America in immediately available funds, without counterclaim or setoff and   free and clear of, and without any deduction or withholding for, any taxes or   other payments. The Lender shall send a monthly invoice to the Co-Borrowers   reflecting the accrued interest due and owing and all fees due and owing   hereunder. The Co-Borrowers hereby agree that on the Business Day that any   payment of principal, interest and fees are due, the Lender shall   automatically charge the Co-Borrowers’ demand deposit account with the   Lender, account number 759535537, which account shall be maintained with the   Lender at all times throughout the term of the Loan Facility. The   Co-Borrowers’ authorization of the Lender to charge such account having   sufficient funds on deposit shall constitute payment of the amount so   authorized notwithstanding the Lender’s failure to charge said account. Any   failure or delay by the Lender in submitting invoices for interest and fee   payments shall not discharge or relieve the Co-Borrowers of the obligation to   make such payments into the demand deposit account. (iii) Apportionment of   Payments. So long as there does not exist an Event of Default, all payments   shall be applied first to the payment of all fees, expenses and other amounts   due to the Lender (excluding principal and interest), then to accrued   interest, and the balance on account of outstanding principal; provided,   however, that after the occurrence and during the continuance of an Event of   Default, the Lender shall apply all payments remitted to the Lender in   accordance with the terms, conditions and provisions of Section 9.03 of   this Loan Agreement. (iv) Payments on Non-13usiness Days. Whenever any   payment to be made by the Co- Borrowers hereunder shall be stated to be due   on a day which is not a Business Day, payments shall be made on the next   succeeding Business Day and such extension of time shall be included in the   computation of the payment of interest hereunder and of any of the fees   specified in Sect ion 2.03 hereof, as the case may be. (v) Lender’s   Accounting. The Lender shall maintain a loan account (hereinafter referred to   as the “Loan Account”) on its books in which shall be recorded (a) the   principal amount of all Loans owing to the Lender from time to time;   (b) all other appropriate debits and credits as provided in this Loan   Agreement, including, without limitation, all interest, fees, expenses,   charges and other Obligations; and (c) all payments of Obligations made   by the Co-Borrowers or for the Co-Borrowers’ account. All entries in the Loan   Account shall be made in accordance with the Lender’s customary accounting   practices as in effect from time to time. The Lender will render a statement   of the Loan Account upon the request of the Co-Borrowers. Each and every such   statement shall be deemed final, binding and conclusive upon the Co-Borrowers   in all respects as to all matters reflected therein (absent manifest error),   unless the Co-Borrowers, within ten (10) days after the date such   statement is rendered, delivers to the Lender written notice of any objection   which the Co-Borrowers may have to any such statement. In that event, only   those items expressly objected to in such notice shall be deemed to be   disputed by the Co-Borrowers. Notwithstanding the foregoing to the contrary,   the Lender’s entries in the Loan Account evidencing Loans and other financial   accommodations made from time to time shall be final, binding and conclusive   upon the Co-Borrowers (absent manifest error) as to the existence and amount   of the Obligations recorded in the Loan Account. The Lender, in its   discretion, may charge any or all interest, fees and expenses incurred by the   Co-Borrowers hereunder to the Loan Account. Section 2.06 Special   Provisions Governing LIBOR Rate Loans. Notwithstanding other provisions of   this Loan Agreement to the contrary, if any, if on any date on which the   LIBOR Rate would 25 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










otherwise be   determined, the Lender shall have determined (which determination shall be   conclusive absent manifest error) that: (i) adequate and reasonable means do   not exist for ascertaining the LIBOR Rate, or (ii) a contingency has occurred   which materially and adversely affects the London interbank eurodollar market   relating to the LIBOR Rate; or (iii) the making, maintaining, or funding of a   Loan at the LIBOR Rate has been made impracticable or unlawful by compliance   by the Lender in good faith with any Law or any interpretation or application   thereof by any Governmental Authority or with any request or directive of any   such Governmental Authority (whether or not having the force of Law); or (iv)   the LIBOR Rate will not adequately and fairly reflect the cost to the Lender   of the establishment or maintenance of a Loan at the LIBOR Rate; or (v) after   making all reasonable efforts, deposits of the relevant amount in Dollars for   any portion of the Loan to which the LIBOR Rate applies are not available to   the Lender with respect to such portion of the Loan, or to banks generally,   in the London interbank eurodollar market, then the Lender shall promptly so   notify the Co-Borrowers thereof. Upon such date as shall be specified in any   such notice (which shall not be earlier than the date such notice is given),   the obligation of the Lender to maintain the Loans at the LIBOR Rate shall be   suspended at which time the entire outstanding principal balance of the Loans   shall automatically convert to Prime Rate Loans. Section 2.07 Increased   Capital: Increased Costs Generally. (i) If either (a) a Change in   Law occurs or (b) compliance by the Lender with any guideline or request   from any central bank or other Governmental Authority (whether or not having   the force of law and whether or not the failure to comply therewith would be   unlawful) affects or would affect the amount of capital required or expected   to be maintained by the Lender or any corporation controlling the Lender and   the Lender reasonably determines that the amount of such capital is increased   by or based upon the existence of the Lender’s commitment to make the Loan   Facility and other commitments of this type, then, upon demand by the Lender,   the Co- Borrowers shall immediately pay to the Lender, from time to time as   specified by the Lender, additional amounts sufficient to compensate the Lender   in the light of such circumstances (provided such additional amounts are also   required to be paid by the Lender’s other similarly situated customers), to   the extent that the Lender reasonably determines in good faith that such   increase in capital to be allocable to the existence of the Lender’s   commitment to fund the Loan Facility. A certificate as to such amounts   submitted to the Co-Borrowers by the Lender (which shall include a reasonable   explanation of the basis therefor), shall, in the absence of manifest error,   be conclusive and binding for all purposes. (ii) If any Change in Law shall:   (a) 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, the Lender (except any reserve requirement reflected in the LIBOR Rate);   or (b) subject the Lender to any Taxes (other than (1) Indemnified   Taxes, (2) Taxes described in clauses ( ii) through (iii) of the   definition of Excluded Taxes and (3) Connection Income Taxes) on its   loans, loan principal, letters of credit, commitments, or other obligations,   or its deposits, reserves, other liabilities or capital attributable thereto;   or 26 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(c) impose on   the Lender or the London interbank market, any other condition, cost or   expense (other than Taxes) affecting this Loan Agreement or the Loans made by   the Lender, and the result of any of the foregoing shall be to increase the   cost to the Lender of making, converting to, continuing or maintaining any   Loans or of maintaining its obligation to make any such Loans, or to increase   the cost to the Lender, or to reduce the amount of any sum received or   receivable by the Lender (whether of principal, interest or any other amount)   then, upon the written request of the Lender (which shall include a   reasonable explanation of the basis for such request), the Co-Borrowers shall   promptly pay to the Lender such additional amount or amounts that will   compensate the Lender for such additional costs incurred or reduction   suffered. Section 2.08 Authorized Officers of the Co-Borrowers. Each of   the Co-Borrowers shall notify the Lender in writing of the names of the   officers and employees authorized to request Loans and shall provide the   Lender with a specimen signature of each such Authorized Officer. The Lender   shall be entitled to rely conclusively on such officer’s or employee’s   authority to request such Loans until the Lender receives written notice to   the contrary. The Lender shall have no duty to verify the identity of any   Person representing himself as one of the officers or employees authorized to   make such request on behalf of any Co-Borrower provided that the Person   making the request is on such Co-Borrower’s authorized list. The Lender shall   not incur any liability to the Co-Borrowers in acting upon any telephonic   notice referred to above which the Lender believes in good faith to have been   given by a duly Authorized Officer or other Person authorized to borrow on   behalf of a Co-Borrower or for otherwise acting in good faith under this   Section 2.08. Section 2.09 Taxes. (i) Payments Net of Taxes, All   payments made by the Co-Borrowers under this Loan Agreement or any other Loan   Document shall be made free and clear of, and without reduction or   withholding for or on account of, any Indemnified Taxes. If any Indemnified   Taxes are required to be withheld or deducted from any amounts payable to the   Lender under this Loan Agreement or any other Loan Document, the Co-Borrowers   shall pay the relevant amount of such Taxes and the amounts so payable to the   Lender shall be increased to the extent necessary to yield to the Lender   (after payment of all Indemnified Taxes) interest or any such other amounts   payable hereunder at the rates or in the amounts specified in this Loan   Agreement and the other Loan Documents. Whenever any Indemnified Taxes are   paid by the Co-Borrowers with respect to payments made in connection with   this Loan Agreement or any other Loan Document, as promptly as possible   thereafter, the Co-Borrowers shall send to the Lender for its own account a   certified copy of an original official receipt received by the Co-Borrowers   showing payment thereof. (ii) Indemnity. The Co-Borrowers hereby indemnify   the Lender for the full amount of all Indemnified Taxes attributable to   payments by or on behalf of the Co-Borrowers hereunder or under any of the   other Loan Documents, any Indemnified Taxes paid by the Lender attributable   to payments by or on behalf of the Co-Borrowers hereunder or under any of the   other Loan Documents and any present or future claims, liabilities or losses   with respect to or resulting from any omission to pay or delay in paying any   Indemnified Taxes attributable to payments by or on behalf of the   Co-Borrowers hereunder or under any of the other Loan Documents (including   any incremental Taxes, interest or penalties that may become payable by the   Lender as a result of any failure to pay such Indemnified Taxes), whether or   not such Indemnified Taxes were correctly or legally asserted. Such   indemnification shall be made within thirty (30) days from the date the   Lender makes written demand therefor. 27 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 2.10   Security for the Loan Facility. As security for the due and punctual payment   and performance of the Obligations of the Co-Borrowers under the Loan   Documents, the Co-Borrowers shall execute, or cause to be executed, and   deliver to the Lender the Collateral Documents. Section 2.11 Cash   Management Services. The Lender and the Co-Borrowers hereby acknowledge that   the Co-Borrowers and the Lender have executed that certain Cash Management   Agreement pursuant to which, inter alia, the Co-Borrowers have availed   themselves of the Loan Sweep Services in connection with the Loan Facility.   Notwithstanding any term, condition, or provision of this Loan Agreement to   the contrary, including, without limitation, the terms, conditions, and   provisions of Article II and Article III hereof, the terms,   conditions, and provisions of the Cash Management Agreement shall govern to   the extent that the terms and conditions of this Loan Agreement are actually   inconsistent with the Cash Management Agreement. ARTICLE III CONDITIONS   PRECEDENT Section 3.01 Conditions Precedent to the Effectiveness ()I’   this Loan Agreement. This Loan Agreement shall become effective on the   Closing Date when the following conditions precedent have been satisfied   (unless waived by the Lender or unless the deadline for delivery has been   extended by the Lender): (i) Certain Documents. The Lender shall have   received on or before the Closing Date all of the following, all of which,   except as otherwise specifically described below, shall be in form and   substance satisfactory to the Lender: (a) this Loan Agreement, together with   all Exhibits and Schedules attached hereto; (b) the Note; (c) the Security   Agreement; (d) the Pledge Agreement (e) the opinions of counsel to the   Co-Borrowers in form and substance acceptable to the Lender; (f) a   certificate of the Secretary or Assistant Secretary of the respective Co-   Borrowers, each dated the Closing Date certifying (1) the names and true   signatures of the incumbent officers and/or authorized members of the   respective Co-Borrowers authorized to sign this Loan Agreement and all other   Loan Documents executed by the Co-Borrowers in connection with the Loan   Facility, (2) the By-Laws of the Co-Borrowers as in effect on the date   of such certification, and (3) the resolutions of the respective   Co-Borrower’s Board of Directors approving and authorizing the execution,   delivery and performance of this Loan Agreement and all other Loan Documents;   (g) Good Standing Certificate(s) certified by the appropriate   Secretaries of State (or similar offices) relating to the Co-Borrowers for   each of the states in which the Co-Borrowers are qualified to conduct   business (other than Lifeboat with respect to the State of New Jersey); 28   [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(h) evidence of   the insurance required by the terms of the Collateral Documents, containing   the endorsements, if any, required by such Collateral Documents and this Loan   Agreement; (i) a contemporaneous search of UCC, tax, judgment and litigation   dockets and records and other appropriate registers shall have revealed no   filings or recordings in effect with respect to the Collateral purported to   be covered by the Collateral Documents and the Co-Borrowers, except such   filings or recordings as are reasonably acceptable to the Lender, and the   Lender shall have received a copy of the search reports received as a result   of the search; such additional documentation as the Lender may reasonably require.   (ii) Fees and Expenses Paid. The Co-Borrowers shall have paid to the Lender,   for its own account, all fees and expenses due and payable under this Loan   Agreement on or before the Closing Date. (iii) Representations and   Warranties. All of the representations and warranties of the Co-Borrowers   contained in Section 4.01 hereof and in any other Loan Document (other   than for changes permitted or contemplated by this Loan Agreement and as   qualified by the schedules attached hereto and made a part hereof and in the   other Loan Documents) shall be true and correct in all material respects on   and as of the Closing Date as though made on and as of that date (except any   such representations and warranties stated to be given on a specific date   other than the Closing Date). (iv) No Default. No Event of Default or   Potential Event of Default hereunder or under the other Loan Documents shall   have occurred and be continuing on the Closing Date. (v) No Injunction. No   Requirements of Law shall prohibit, and no order, judgment or decree of any   Governmental Authority shall and, except as set forth on Schedule 4,01(   (vii) hereto, no litigation shall be pending or, to the Co-Borrowers’   knowledge, threatened which, in the judgment of the Lender, could reasonably   be expected to enjoin, prohibit, restrain, impose, or result in the   imposition of any material adverse condition upon the consummation of the   transactions contemplated hereby. (vi) Collateral Information. The Lender   shall have received complete and accurate information from the Co-Borrowers   with respect to the name and the location of the principal place of business   and chief executive office of the Co-Borrowers and the physical location of   all of the Collateral. (vii) Consents. The Co-Borrowers shall have received   all consents and authorizations of, and effected all notices to and filings   with, any Governmental Authority, in each case, as may be necessary to allow   them lawfully (a) to execute, deliver and perform, in all material   respects, their respective obligations under this Loan Agreement and the   other Loan Documents and (b) to create and perfect or continue the   perfection of the Liens on the Collateral to be owned by them in the manner   and for the purpose contemplated by the Collateral Documents. (viii) No Material   Adverse Change. No adverse change deemed material by the Lender, in its sole   and commercially reasonable opinion, shall have occurred since the date of   the most recent annual audited financial report of the Co-Borrowers delivered   to the Lender through the Closing Date, as to the condition (financial or   otherwise), operations, performance or properties of the Co- Borrowers. 29   [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 3.02   Conditions Precedent to All Loans. The obligation of the Lender to make any   Loan requested to be made by it on any Borrowing Date is subject to the   following conditions precedent as of such date: (i) Notice of Borrowing. The   Lender shall have received, in connection with a request for Loans, in   accordance with the provisions of Section 2.01( ii) hereof on or before   any Borrowing Date, an original Notice of Borrowing duly executed by an   Authorized Officer of the respective Co-Borrowers. (ii) Additional Matters.   As of the Borrowing Date: (a) Representations and Warranties. All of the   representations and warranties of the Co-Borrowers contained in   Section 4.01 hereof and in any other Loan Document (other than   representations and warranties which expressly speak only of a different date   and other than for changes permitted or contemplated by this Loan Agreement,   and as qualified by the schedules attached hereto and made a part hereof and   in the other Loan Documents) shall be true and correct in all material   respects; (b) No Default. No Event of Default or Potential Event of Default   shall have occurred and be continuing or would result from the making of the   requested Loan; (c) No Injunction. No law or regulations shall prohibit, and   no order, judgment or decree of any Governmental Authority shall, and, except   as set forth on Schedule 4.01(vi i) hereto, no litigation shall be pending   or, to the Co-Borrowers’ knowledge, threatened which in the reasonable   judgment of the Lender would, enjoin, prohibit, restrain, impose or result in   the imposition of any material adverse condition upon the Lender from making   the Loan requested to be made on the Borrowing Date; (d) No Material Adverse   Change. No adverse change deemed material by the Lender, in its sole but   commercially reasonable opinion, shall have occurred after the Closing Date   as to the condition (financial or otherwise), operations, performance or   properties of the Co-Borrowers, each individually or all together taken as a   whole; and Each submission by the Co-Borrowers to the Lender of a Notice of Borrowing   with respect to any Loan, if required in accordance with the terms,   conditions, and provisions of Section 2.01(h) hereof, each request   for a Loan submitted by the Co-Borrowers by use of the Lender’s online   banking system in accordance with the terms, conditions, and provisions of   the Cash Management Agreement, and/or the acceptance by the Co-Borrowers of   the proceeds of each such Loan shall constitute a representation and warranty   by the Co-Borrowers as of the Borrowing Date in respect of such Loan that all   the conditions contained in this Section 3.02 have been satisfied.   ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.01   Representations and Warranties on the Closing Date. In order to induce the   Lender to enter into this Loan Agreement, the Co-Borrowers hereby represent   and warrant to the Lender that the following statements are true, correct and   complete on and as of the Closing Date: 30 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










(i)   Organization: Corporate Powers. Except as otherwise set forth on Schedule   4.01(i) attached hereto and made a part hereof, each of the Co-Borrowers   (a) is a corporation duly organized, validly existing and is in good   standing under the Laws of the State of Delaware, (b) is duly qualified   to conduct business as a foreign corporation and is in good standing under   the Laws of each jurisdiction in which it owns or leases real property or in   which the nature of its business requires it to be so qualified, other than   in a jurisdiction in which the failure to so qualify would not have a   Material Adverse Effect and (c) has all requisite power and authority to   own, operate and encumber its property and assets and to conduct its business   as presently conducted and as proposed to be conducted in connection with and   following the consummation of the actions contemplated by the Loan Documents.   (ii) Authority. (a) Each of the Co-Borrowers has the requisite corporate   power and authority (1) to execute, deliver and perform each of the Loan   Documents executed by it or to be executed by it and (2) to file the   Loan Documents filed by it or to be filed by it with any appropriate   Governmental Authority. (b) The execution, delivery and performance (or   filing, as the case may be) of each of the Loan Documents to which any of the   Co-Borrowers is a party and the consummation of the transactions contemplated   thereby, have been duly authorized by the appropriate Board of Directors of   the applicable Co-Borrowers and no further corporate proceedings on the part of   the Co-Borrowers are necessary to consummate such transactions. (c) Each of   the Loan Documents to which any of the Co-Borrowers is a party have been duly   executed and delivered (or filed, as the case may be) by the applicable Co-   Borrowers and constitutes their legal, valid and binding obligation,   enforceable against them in accordance with its terms, except to the extent   that the enforceability thereof may be limited by bankruptcy, insolvency, or   other similar laws or equitable principles affecting the enforcement of   creditor’s rights generally. (iii) Subsidiaries and Ownership of Capital   Stock. (a) As of the Closing Date, Wayside has seven (7) Subsidiaries:   Lifeboat; Techxtend; Programmer’s Paradise; ISP; Wayside Technology Group   (Canada), Inc. (hereinafter referred to as “Wayside Canada”), Wayside   Technology Group Europe BV (hereinafter referred to as “Wayside Europe”), and   Programmersparadise.com Inc., a Delaware corporation. Other than equity   incentive awards issued to the officers, directors, employees, and/or   consultants of the Co-Borrowers, no capital stock (or any securities,   instruments, warrants, option or purchase rights, conversion or exchange   rights, calls, commitments or claims of any character convertible into or   exercisable for capital stock) of Wayside is subject to issuance under any   security, instrument, warrant, option or purchase rights, conversion or   exchange rights, call, commitment or claim of any right, title or interest   therein or thereto. The outstanding capital stock of Wayside is duly   authorized, validly issued, fully paid and nonassessable and is not Margin   Stock. (b) As of the Closing Date, Lifeboat has no Subsidiaries. No capital   stock (or any securities, instruments, warrants, option or purchase rights,   conversion or exchange rights, calls, commitments or claims of any character   convertible into or exercisable for capital stock) of Lifeboat is subject to   issuance under any security, instrument, warrant, option or purchase rights,   conversion or exchange rights, call, commitment or claim of any right, title   or interest therein or thereto. The outstanding capital stock of Lifeboat is   duly authorized, validly issued, fully paid and nonassessable and is not   Margin Stock. 31 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 









 



(c) As of the   Closing Date, Techxtend has no Subsidiaries. No capital stock (or any   securities, instruments, warrants, option or purchase rights, conversion or   exchange rights, calls, commitments or claims of any character convertible   into or exercisable for capital stock) of Techxtend is subject to issuance   under any security, instrument, warrant, option or purchase rights,   conversion or exchange rights, call, commitment or claim of any right, title   or interest therein or thereto. The outstanding capital stock of Techxtend is   duly authorized, validly issued, fully paid andce and is not Margin Stock.   (d) As of the Closing Date, Programmer’s Paradise has no Subsidiaries. No   capital stock (or any securities, instruments, warrants, option or purchase   rights, conversion or exchange rights, calls, commitments or claims of any   character convertible into or exercisable for capital stock) of Programmer’s   Paradise is subject to issuance under any security, instrument, warrant,   option or purchase rights, conversion or exchange rights, call, commitment or   claim of any right, title or interest therein or thereto. The outstanding   capital stock of Programmer’s Paradise is duly authorized, validly issued,   fully paid and nonassessable and is not Margin Stock. (e) As of the Closing   Date, ISP has no Subsidiaries. No capital stock (or any securities,   instruments, warrants, option or purchase rights, conversion or exchange   rights, calls, commitments or claims of any character convertible into or   exercisable for capital stock) of ISP is subject to issuance under any   security, instrument, warrant, option or purchase rights, conversion or   exchange rights, call, commitment or claim of any right, title or interest   therein or thereto. The outstanding capital stock of ISP is duly authorized, validly   issued, fully paid and nonassessable and is not Margin Stock. (f) As of the   Closing Date, Wayside Canada has no Subsidiaries. No capital stock (or any   securities, instruments, warrants, option or purchase rights, conversion or   exchange rights, calls, commitments or claims of any character convertible   into or exercisable for capital stock) of Wayside Canada is subject to   issuance under any security, instrument, warrant, option or purchase rights,   conversion or exchange rights, call, commitment or claim of any right, title   or interest therein or thereto. The outstanding capital stock of Wayside   Canada is duly authorized, validly issued, fully paid and nonassessable and   is not Margin Stock. (g) As of the Closing Date, Wayside Europe has one   (1) Subsidiary: Lifeboat Distribution EMEA BV. No capital stock (or any   securities, instruments, warrants, option or purchase rights, conversion or   exchange rights, calls, commitments or claims of any character convertible   into or exercisable for capital stock) of Wayside Europe is subject to   issuance under any security, instrument, warrant, option or purchase rights,   conversion or exchange rights, call, commitment or claim of any right, title   or interest therein or thereto. The outstanding capital stock of Wayside Europe   is duly authorized, validly issued, fully paid and nonassessable and is not   Margin Stock. (h) As of the Closing Date, Lifeboat Distribution EMEA BV has   no Subsidiaries. No capital stock (or any securities, instruments, warrants,   option or purchase rights, conversion or exchange rights, calls, commitments   or claims of any character convertible into or exercisable for capital stock)   of Lifeboat Distribution EMEA BV is subject to issuance under any security,   instrument, warrant, option or purchase rights, conversion or exchange   rights, call, commitment or claim of any right, title or interest therein or   thereto. The outstanding capital stock of Lifeboat Distribution EMEA BV is   duly authorized, validly issued, fully paid and nonassessable and is not   Margin Stock. (iv) No Conflict. The execution and delivery by each   Co-Borrower of each Loan Document to which it is a party and the performance   of each of the transactions contemplated thereby do not and will not   (a) constitute a tortious interference with any Contractual Obligation   of such Co- 32 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










Borrower, or   (b) conflict with or violate such Co-Borrower’s Certificate of   Incorporation or By-Laws, or (c) conflict with, result in a breach of or   constitute (with or without notice or lapse of time or both) a default under   any Requirement of Law or, subject to clause (a) above, Contractual   Obligation of such Co- Borrower, or require termination of any Contractual   Obligation, the consequences of which conflict or default or termination   would have or is reasonably likely to result in a Material Adverse Effect, or   (d) result in or require the creation or imposition of any Lien   whatsoever upon any of the Properties or assets of such Co-Borrower (other   than Liens permitted pursuant to Section 7.02{ii ) hereof), or   (e) require any approval of any shareholders. (v) Governmental Consents.   The execution, delivery and performance of each Loan Document (and the   transactions contemplated thereby) do not and will not require any   registration with, consent or approval of, or notice to, or other action to,   with or by any Governmental Authority, except filings, consents or notices   which have been, or will in due course, be made, obtained or given. (vi) Governmental   Regulation. The execution, delivery and performance of each Loan Document   (and the transactions contemplated thereby) do not and will not require any   registration with, consent or approval of, or notice to, or other action to,   with or by any Governmental Authority, except filings, consents or notices   which have been, or will in due course, be made, obtained or given. (vii)   Litigation; Adverse Effects. (a) There is no action, suit, proceeding,   governmental investigation or arbitration, at law or in equity, or before or   by any Governmental Authority, pending, or to the knowledge of the   Co-Borrowers, threatened against any of the Co- Borrowers or any Property of   any of the Co-Borrowers which is reasonably likely to (1) result in any   Material Adverse Effect, (2) materially and adversely affect the ability   of the Co-Borrowers to perform their respective obligations, including,   without limitation, the Obligations, under the Law, under any Contractual   Obligation and/or under the Loan Documents or (3) materially and   adversely affect the ability of the Co-Borrowers to perform their respective   obligations, including, without limitation, the Obligations, or the Lender’s   ability to enforce such obligations. (b) No Co-Borrower is (1) in   violation of any applicable Law which violation has or is reasonably likely   to have a Material Adverse Effect, or (2) subject to or in default with   respect to any final judgment, writ, injunction, decree, rule or   regulation of any court or Governmental Authority which has or is reasonably   likely to have a Material Adverse Effect. Except as set forth in Schedule   4.01(v ii) attached hereto, there is no action, suit, proceeding or   investigation pending or, to the knowledge of the Co-Borrowers, threatened   against or affecting any of the Co-Borrowers challenging the validity or the   enforceability of any of the Loan Documents. (viii) No Material Adverse   Change. Since December 31, 2016, no material adverse change in, the   condition (financial or otherwise), operations or performance of the Co-Borrowers   or the ability of the Co-Borrowers to perform their respective obligations,   including, without limitation, the Obligations, under the Loan Documents to   which it is a party and the transactions contemplated thereby has occurred.   (ix) Payment of Taxes. Except as otherwise set forth on Schedule 4.0 l   (ix) attached hereto and made a part hereof, all returns and reports of   the Co-Borrowers required to be filed within the previous three   (3) years, have been timely filed (or appropriate extensions of time for   the filing of same have been timely requested), and all taxes, assessments,   fees and other governmental charges thereupon and upon their respective   Properties, assets, income and franchises which are shown on such returns as   being due and payable, have been paid when due and payable, except such   taxes, if any, that are reserved against in accordance with Generally   Accepted Accounting Principles, such taxes as are being contested in good   faith by appropriate proceedings or such taxes the failure to make payment of   which when due 33 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










and payable   would not result, in the aggregate, in a Material Adverse Effect. No   Co-Borrower has knowledge of any proposed tax assessment against any   Co-Borrower that is reasonably likely to result in a Material Adverse Effect,   which is not being actively contested in good faith by the applicable Co-   Borrowers and which has not been disclosed in writing to the Lender. (x)   Material Adverse Agreements. No Co-Borrower is a party to or subject to any   Contractual Obligation or other restriction contained in its charter, By-Laws   or similar governing document which has or is reasonably likely to result in   a Material Adverse Effect. (xi) Performance. The Co-Borrowers are not in   default in the performance, observance or fulfillment of any of the   obligations, covenants or conditions contained in any Contractual Obligation   applicable to them, and no condition exists which, with the giving of notice   or the lapse of time or both, would constitute a default under such   Contractual Obligation in, each case, except where the consequences, direct   or indirect, of such default or defaults, if any, would not have or are not   reasonably likely to result in a Material Adverse Effect. (xii) Securities   Activities. No Co-Borrower is engaged principally in the business of   extending credit for the purpose of purchasing or carrying any Margin Stock.   (xiii) Accurate and Complete Disclosure. The representations and warranties of   the Co-Borrowers or any other Person contained in the Loan Documents, and all   certificates and other documents delivered to the Lender, in connection   herewith and therewith, do not contain any untrue statement of a material   fact or omit to state a material fact necessary in order to make the   statements contained herein or therein, in light of the circumstances under   which they were made, not misleading. (xiv) Requirements of Law. The   Co-Borrowers have no actual knowledge of any noncompliance with respect to   all Requirements of Law (including, without limitation, the Plant Closing Law   and/or the Fair Labor Standards Act) applicable to the Co-Borrowers and their   business which noncompliance could reasonably be expected to result in a   Material Adverse Effect. (xv) Patents, Trademarks, Permits, Etc. The   Co-Borrowers own, are licensed or otherwise have the lawful right to use, or   have all permits and other governmental approvals, patents, trademarks, trade   names, copyrights, technology, know-how and processes used in or necessary   for the conduct of their business as currently conducted which are material   to their condition (financial or otherwise), operations and performance,   taken as a whole. To the knowledge of the Co-Borrowers, the use of such   permits and other governmental approvals, patents, trademarks, trade names,   copyrights, technology, know-how and processes by the Co-Borrowers does not   infringe on the rights of any Person, subject to such claims and   infringements and do not, in the aggregate, give rise to any liability on the   part of the Co-Borrowers which has or is reasonably likely to result in a   Material Adverse Effect. Except as otherwise set forth on Schedule 4.01 ( xv)   attached hereto and made a part hereof, the Co-Borrowers have no copyrights   registered in the United State Copyright Office and no patents, tradenames   and/or trademarks registered in the United States Patent and Trademark   Office. (xvi) Environmental Matters. The Co-Borrowers are not engaged in a   business which involves the handling, storage, generation, treatment,   discharge and other disposal of, and reporting regarding, Environmental   Concern Materials, and are otherwise in compliance with all applicable   Environmental Laws. (xvii) ERISA. The Co-Borrowers and any ERISA Affiliate do   not maintain or contribute to any Plan other than those Plans listed on   Schedule 4.01 ( xvi i) attached hereto. Except as otherwise provided on   Schedule 4.0 I(xvii ), each Plan which is intended to be a qualified plan has   been 34 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










determined by   the IRS to be qualified under Section 401(a), and each trust related to   any such Plan has been so determined to be exempt from Federal income tax   under Section 501(a) of the Code prior to its amendment by the Tax   Reform Act of 1986, and such Plan and trust are being operated in all   material respects in compliance with and will be timely amended in accordance   with the Tax Reform Act of 1986 and the Omnibus Budget Reconciliation Act of   1987 as interpreted by the regulations promulgated thereunder. Except as   otherwise provided on Schedule 4,01(xvii) attached hereto, the   Co-Borrowers and any ERISA Affiliate do not maintain or contribute to any   employee welfare benefit plan within the meaning of Section 3(1) of   ERISA which provides lifetime benefits to retirees other than as may be   required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as   amended and interpreted by regulations promulgated thereunder. The   Co-Borrowers and all of their respective ERISA Affiliates are in compliance   in all material respects with the responsibilities, obligations or duties   imposed on them by ERISA or regulations promulgated thereunder with respect   to all Plans. No material accumulated funding deficiency (as defined in   Section 302(a)(2) of ERISA and Section 412(a) of the   Code) exists in respect to any Benefit Plan. The Co-Borrowers, any ERISA   Affiliate and any fiduciary of any Plan (a) have not engaged in a   nonexempt “prohibited transaction” described in Section 406 of ERISA or   Section 4975 of the Code or (b) have not taken any action which   would constitute or result in a Termination Event with respect to any Plan   such that actions under clause (a) or clause (b) above, or both, would   result in a material obligation to pay money. The Co-Borrowers and any ERISA   Affiliate have not incurred any material liability to the PBGC which remains   outstanding other than the liability to pay the PBGC insurance premiums for   the current year. Schedule B to the most recent annual report filed with the   IRS with respect to each Benefit Plan (which has been furnished to the   Lender) is complete and accurate in all material respects. Except as provided   on Schedule 4.0 I ( xvi i) attached hereto, since the date of each such Schedule   B, there has been no material adverse change in the funding status or   financial condition of the Benefit Plan relating to such Schedule B. The   Co-Borrowers and any ERISA Affiliate have not failed to make a required   installment under subsection (m) of Section 412 of the Code or any   other payment required under Section 412 of the Code on or before the   due date for such installment or other payment which would in the aggregate   have a Material Adverse Effect. The Co-Borrowers and any ERISA Affiliate are   not required to provide security to a Plan under Section 401(a)(29) of   the Code due to a Plan amendment that results in an increase in current   liability for the plan year. The Co-Borrowers and any ERISA Affiliate are not   contributing and have not ever contributed to or been obligated to contribute   to any Multiemployer Plan, and no employees or former employees of the   Co-Borrowers or any ERISA Affiliate have been covered by any Multiemployer   Plan in respect of their employment by the Co- Borrowers or any ERISA Affiliate,   and, accordingly, the representations and warranties in this Section 4.0 1 (   xvi i) do not apply to Multiemployer Plans. (xviii) Solvency. Each of the   Co-Borrowers is Solvent after giving effect to the transactions contemplated   by this Loan Agreement and the other Loan Documents, the payment and accrual   of all costs payable on the Closing Date with respect to any of the   foregoing, and all obligations, if any, under any Plan or the equivalent for   unfunded past service liability and any other unfunded medical (including   post-retirement) and death benefits. (xix) Qualification of Note. To the best   of the Co-Borrowers’ knowledge, as of the Closing Date, the offering and   issuance of Note is exempt from registration under Section 5 of the   Securities Act or have been registered pursuant to one or more registration   statements filed pursuant to the Securities Act and, if so registered, are   qualified under the Trust Indenture Act of 1939, as amended. (xx) Assets and   Properties. Substantially all of the assets and properties owned by, leased   to or used by the respective Co-Borrowers in their business (a) are in   good operating condition and repair, (ordinary wear and tear excepted),   (b) are free and clear of any known defects (except such defects as do   not substantially interfere with the continued use thereof in the conduct of   normal operations) and (c) are able to serve the function for which they   are currently being used, in each case where the failure of 35 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










such asset to   meet such requirements would not have or is not reasonably likely to result   in a Material Adverse Effect. (xxi) Insurance. The Co-Borrowers maintain with   financially sound and reputable insurers not related to or affiliated with   any of the Co-Borrowers insurance with respect to its Properties and   businesses, insured against such liabilities, casualties and contingencies   and in such types and amounts as is customary in the case of corporations   engaged in the same or a similar business or having similar properties   similarly situated. Schedule 4.01(xxi) attached hereto sets forth a list   of all insurance currently maintained by or in respect of the respective   Co-Borrowers setting forth the identity of the insurance carrier, the type of   coverage, the amount of coverage and the deductible. There are no claims,   actions, suits, proceedings against, arising under or based upon any of such   insurance policies except as set forth in Schedule 4.01(xxl) attached hereto.   (xxii) Title to Properly. Each of the Co-Borrowers has good and marketable   title in fee simple to all Property owned or purported to be owned by it,   including, without limitation, all property reflected in the most recent   audited balance sheet referred to in Section 4.01(xxiv) hereof or   submitted pursuant to Article V hereof (except as sold or otherwise   disposed of in the ordinary course of business after the date of such balance   sheet), in each case free and clear of all Liens, other than Customary   Permitted Liens. (xxiii) Audited Financial Statements. Each of the   Co-Borrowers, either individually or on a consolidated basis, have heretofore   furnished to the Lender its audited balance sheet dated as of   December 31, 2016, and the related statements of income, cash flows and   changes in stockholders’/members’ equity for the Fiscal Year then ended, as   examined and reported on by its Independent Certified Public Accountant. Such   financial statements (including the notes thereto) and schedule present   fairly the financial condition of the Co-Borrowers on a consolidated basis as   of the end of such Fiscal Year and the results of its operations and its cash   flows for the Fiscal Year then ended, all in conformity with Generally   Accepted Accounting Principles. (xxiv) Interim Financial Statements. Each of   the Co-Borrowers, either individually or on a consolidated basis, have   heretofore furnished to the Lender an interim financial statement dated as of   June 30, 2017, and the related statements of income, cash flows and   changes in stockholders’/members’ equity for the period commencing   January 1, 2017 and ending on June 30, 2017, as certified by the   chief accounting officer of each such Co-Borrower. Such financial statements   present fairly the financial position of the respective Co-Borrowers on a   consolidated basis as of the end of such dates and fiscal periods and the   results of its operations and the changes in its financial position and cash   flows for such fiscal periods, in conformity with Generally Accepted   Accounting Principles (except that such statements may not contain all   footnotes required by Generally Accepted Accounting Principles), subject to   normal and recurring year-end audit adjustments. (xxv) Accounts Receivable.   The most recent list of Accounts Receivable of the respective Co-Borrowers   delivered to the Lender is complete and contains an accurate aging thereof.   The Accounts Receivable of the respective Co-Borrowers have arisen in the   ordinary course of their respective business and reflect bona fide   obligations for the payment of goods or services provided by the respective   Co-Borrowers. All Accounts Receivable are collectible in the ordinary course   of the respective Co- Borrowers’ business; are subject to no counter-claims   or setoffs or any nature whatsoever (other than those arising out of customer   deposits); and require no further act on the respective Co-Borrowers’ part to   make such Accounts owing by the Account debtors. None of the Accounts   Receivable include consignments or sales on any basis other than that of   absolute sale in the ordinary and usual course of business, except as   otherwise set forth on said list. No agreement has been made under which any   36 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










deductions or   discounts may be claimed as to any such account except regular discounts in   the usual course of business. (xxvi) Absence of Undisclosed Liabilities. No   Co-Borrower has any liability or obligation of any nature whatever (whether   absolute, accrued, contingent or otherwise, whether or not due), forward or   long-term commitments or unrealized or anticipated losses from unfavorable   commitments, except (a) as disclosed in the financial statements   referred to in Sections 4.01(xxiv) and (xxv) hereof,   (b) matters that, individually or in the aggregate could not result in a   Material Adverse Effect and (c) Contractual Obligations incurred in the   ordinary course of each Co-Borrower’s business. (xxvii) Margin Regulations.   No part of the proceeds of the Loan Facility will be used, in whole or in   part, for the purpose of buying or carrying any Margin Stock, as such term is   used in Regulation U of the Federal Reserve Board, as amended from time to   time, or to extend credit to others for the purpose of buying or carrying any   Margin Stock. No Co-Borrower is engaged in the business of extending credit   to others for the purpose of buying or carrying Margin Stock. Neither the   making of any Loan nor any use of proceeds of any such Loan will violate or   conflict with the provisions of Regulation T, U or X of the Federal Reserve   Board, as amended from time to time. (xxviii) Labor Matters. No Co-Borrower   is party to any labor union or collective bargaining agreements. Each of the   Co-Borrowers is in compliance with all applicable Laws respecting employment   and employment practices, including, without limitation, laws, regulations,   and judicial and administrative decisions relating to wages, hours, conditions   of work, collective bargaining, health and safety, payment of social   security, payroll, withholding and other taxes, worker’s compensation,   insurance requirements, as well as requirements of ERISA and the Consolidated   Omnibus Budget Reconciliation Act. There is no (a) unfair labor practice   complaint pending or, to the knowledge of the Co-Borrowers, threatened   against any of the Co-Borrowers before the National Labor Relations Board or   any court nor any pending or, to the knowledge of the Co-Borrowers,   threatened sexual harassment, or wrongful discharge claim, (b) labor   strike, dispute, slowdown, or stoppage pending or, to the knowledge of   the Co-Borrowers, threatened against any of the Co-Borrowers, or   (c) representation petition, respecting the employees of any of the   Co-Borrowers filed or threatened to be filed with the National Labor   Relations Board. (xxix) Brokerage Commissions. No Person is entitled to   receive from the Co- Borrowers any brokerage commission, finder’s fee or   similar fee or payment in connection with the consummation of the   transactions contemplated by this Loan Agreement. No brokerage or other fee,   commission or compensation is to be paid by the Lender by reason of any act,   alleged act or omission of the Co-Borrowers with respect to the transactions   contemplated hereby. (xxx) Books and Records. Each of the Co-Borrowers   maintains its books and records relative to its assets, properties and   business transactions at the Co-Borrowers’ principal corporate offices   located at 4 Industrial Way, 3rd Floor, Eatontown, New Jersey 07724.   (xxxi) Location of Collateral. None of the Collateral pledged to the Lender   as collateral security pursuant to the Collateral Documents is located in, at   or on any location or property other than as set forth on Schedule   4.01(xxxi) (except Inventory temporarily in transit). During the six   (6) month period immediately preceding the Closing Date, none of the   Collateral was located in, at or on any location or property other than those   sites listed on Schedule 4.0 (xxxi) attached hereto and in the Security   Agreement (except Inventory temporarily in transit). (xxxii) Business Names.   37 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(a) The only   names by which Wayside is currently known or under which Wayside is currently   conducting its business is “Wayside Technology Group, Inc.”. (b) The   only names by which Lifeboat is currently known or under which Lifeboat is   currently conducting its business is “Lifeboat Distribution, Inc.”. (c)   The only names by which Techxtend is currently known or under which Techxtend   is currently conducting its business is “Techxtend, Inc.”. (d) The only   names by which Programmer’s Paradise is currently known or under which   Programmer’s Paradise is currently conducting its business is “Programmer’s   Paradise, Inc.”. (e) The only names by which ISP is currently known or   under which is currently conducting its business is “ISP International   Software Partners, Inc.”. (xxxiii) Pledge of Collateral. Each of the   Co-Borrowers has good and marketable title to its Collateral and all such   Collateral is free and clear of all Liens except for (a) Permitted   Encumbrances and (b) as specifically permitted or contemplated by the   terms and provisions of this Loan Agreement and the Collateral Documents   relating to such Collateral. (xxxiv) Anti-Terrorism Laws — General. None of   the Co-Borrowers or any Affiliate of the Co-Borrowers is in violation of any   Anti-Terrorism Law or engages in or conspires to engage in any transaction   that evades or avoids, or has the purpose of evading or avoiding, or attempts   to violate, any of the prohibitions set forth in any Anti-Terrorism Law.   (xxxv) Executive Order No. 13224. None of the Co-Borrowers or any   Affiliate of the Co-Borrowers, or their respective agents acting or   benefiting in any capacity in connection with the Loans or other transactions   hereunder, is any of the following (hereinafter each referred to as a   “Blocked Person”): (a) a Person that is listed in the annex to, or is   otherwise subject to the provisions of, the Executive Order No. 13224;   (b) a Person owned or controlled by, or acting for or on behalf of, any   Person that is listed in the annex to, or is otherwise subject to the   provisions of, the Executive Order No. 13224; (c) a Person with which   any lender is prohibited from dealing or otherwise engaging in any   transaction by any Anti-Terrorism Law; (d) a Person that commits, threatens   or conspires to commit or supports “terrorism” as defined in the Executive   Order No. 13224; (e) a Person that is named as a “specially designated   national” on the most current list published by the U.S. Treasury Department   Office of Foreign Asset Control at its official website or any replacement   website or other replacement official publication of such list, or (0 a   Person who is affiliated or associated with a Person listed above. 38 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










None of the   Co-Borrowers or, to the knowledge of the Co-Borrowers, none of its agents acting   in any capacity in connection with Loan or other transactions hereunder   (i) conducts any business or engages in making or receiving any   contribution of funds, goods or services to or for the benefit of any Blocked   Person, or (ii) deals in, or otherwise engages in any transaction   relating to, any property or interests in property blocked pursuant to the   Executive Order No. 13224. Section 4.02 Subsequent Funding   Representations and Warranties. In order to induce the Lender to enter into   this Loan Agreement and to make Loans, the Co-Borrowers hereby represent and   warrant to the Lender that the statements set forth in subsections   (i) through (xxxv) of Section 4.01 hereof and Article XI   hereof (except (i) to the extent that such statements are made expressly   only as of the Closing Date or another specified date, or (ii) for   changes permitted or contemplated by this Loan Agreement), are true, correct   and complete in all material respects after the Closing Date, on and as of   the Borrowing Date in respect of each Borrowing. ARTICLE V REPORTING   COVENANTS On and after the Closing Date and so long as the Co-Borrowers shall   have any Obligation hereunder, unless the Lender shall give its prior express   written consent to the effect otherwise, then: Section 5.01 Statement of   Accounting. Each of the Co-Borrowers shall (i) make and keep books,   records and accounts which, in reasonable detail, accurately and fairly   reflect its transactions and dispositions of its assets and   (ii) maintain a system of internal accounting controls sufficient to   provide reasonable assurances that (a) transactions are executed in   accordance with management’s general or specific authorization,   (b) transactions are recorded as necessary (1) to permit   preparation of financial statements in conformity with Generally Accepted   Accounting Principles and any other accounting principles applicable thereto   and (2) to maintain accountability for assets and (c) the recorded   accountability for assets is compared with the existing assets at reasonable   intervals and appropriate action is taken with respect to any differences.   Section 5.02 Reporting and Information Requirements. . The Co-Borrowers   shall deliver or cause to be delivered to the Lender the following financial   statements, data, reports and information, at the Co-Borrowers’ own cost and   expense: (i) Annual -Audited” Financial Statements of the Co-Borrowers. As   soon as available, but in any event within one-hundred twenty (120) days   after the close of each Fiscal Year of the Co-Borrowers, “audited” consolidated   statements of income, cash flows and stockholders’ equity for each of the   Co-Borrowers for such Fiscal Year and a balance sheet for each of the   Co-Borrowers as of the close of such Fiscal Year, together with the   accompanying footnotes (which footnotes shall include a statement by the   Independent Certified Public Accountant that prepared such audited   consolidated statements of income, cash flows and stockholders’ equity   stating in substance that such accountant reviewed this Loan Agreement and   that such accountant did not become aware of any Event of Default or   Potential Event of Default hereunder, or if such accountant did become so   aware, such footnotes shall state the nature and period of existence   thereof), all in reasonable detail, setting forth in comparative form the   corresponding figures for the preceding Fiscal Year. Such financial   statements shall be accompanied by an opinion of the Independent Certified   Public Accountant, which opinion shall be signed by such Independent   Certified Public Accountant. The opinion of such accountants shall be free of   exceptions or qualifications not acceptable to the Lender, and in any event   shall be free of any exception or qualification which is of “going concern”   or like nature or which relates to a more limited scope of examination. Such   39 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










opinion shall   in any event contain a written statement of such accountants substantially to   the effect that (a) such accountants examined the financial statements   in accordance with generally accepted auditing standards and accordingly made   such tests of accounting records and such other auditing procedures as such   accountants considered necessary under the circumstances and (b) in the   opinion of such accountants such financial statements present fairly the   financial position of the respective Co-Borrowers as of the end of such   Fiscal Year, and the results of the respective Co-Borrowers’ operations and   cash flows for such Fiscal Year, in conformity with Generally Accepted   Accounting Principles applied on a basis consistent with that of the   preceding Fiscal Year. Notwithstanding the terms, conditions, and provisions   of this Section 5.02(i) to the contrary, the Co-Borrowers may satisfy the   reporting requirements set forth above by providing the Lender with a copy of   its most recent 10-K as filed with the Securities and Exchange Commission of   the United States of America on an annual basis. (ii) Quarterly   “Management-Prepared” Financial Statements of the Co-Borrowers. As soon as   available, but in any event within forty-five (45) days after the close of   the first, second, and third Fiscal Quarters of each Fiscal Year of the   Co-Borrowers, “unaudited” management prepared consolidated statements of   income, cash flows and stockholders’ equity for the respective Co-Borrowers   for such Fiscal Quarter and for the period from the beginning of such Fiscal   Year to the end of such Fiscal Quarter, and an “unaudited” management   prepared consolidated balance sheet of the Co-Borrowers as of the close of   such Fiscal Quarter, setting forth in comparative form the corresponding figures   for the corresponding dates and periods during the preceding Fiscal Year. The   above-described financial statements shall be certified by an Authorized   Officer, as presenting fairly the financial position of the respective   Co-Borrowers as of the end of such dates and fiscal periods and the results   of its operations and the changes in its financial position and cash flows   for such fiscal periods, in conformity with Generally Accepted Accounting   Principles applied in a manner consistent with that of the most recent   audited financial statements furnished to the Lender (except that such   statements may not contain all footnotes required by Generally Accepted   Accounting Principles), subject to normal and recurring year-end audit   adjustments. Notwithstanding the terms, conditions, and provisions of this   Section 5.02(i to the contrary, the Co-Borrowers may satisfy the   reporting requirements set forth above by providing the Lender with a copy of   its most recent 10-Q as filed with the Securities and Exchange Commission of   the United States of America on a quarterly basis. (iii) Compliance   Certificates. Together with each delivery of any financial statement pursuant   to this Section 5.02(i) and Section 5.02(ii above, an   Officer’s Certificate of the Co-Borrowers substantially in form and substance   reasonably acceptable to the Lender, (a) stating that the officer   signatory thereto in his capacity as an Authorized Officer has reviewed the   terms of this Loan Agreement and the principal Loan Documents, and has made,   or caused to be made under his supervision, a review in reasonable detail of   the transactions and condition of the Co-Borrowers, taken as a whole, during   the accounting period covered by such financial statements, and that such   review has not disclosed the existence during or at the end of such   accounting period, and that the signer does not have knowledge of the   existence as at the date of the Officer’s Certificate, of any condition or   event which constitutes an Event of Default or Potential Event of Default,   or, if any such condition or event existed or exists, specifying the nature   and period of existence thereof and what action the Co-Borrowers have taken,   are taking, and propose to take with respect thereto and   (b) demonstrating, in reasonable detail, compliance during and at the   end of such accounting periods with the financial covenants contained in   Article VIII of this Loan Agreement. (iv) Monthly Accounts Receivable   and Notes Receivable Ailing Reports. As soon as available, but in any event   within twenty (20) days after the close of the preceding month (or more   frequently as the Lender may reasonably request from time to time), a   detailed monthly aging report, setting forth, in such form as the Lender   shall reasonably require, the amount or amounts due and owing 40 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










on, and aging   of, the accounts receivable and the notes receivable of the Co-Borrowers,   which report shall be signed by an Authorized Officer of the Co-Borrowers.   (v) Accountant’s Certificate. Each set of annual financial statements   delivered pursuant to Section 5.02(ij above shall be accompanied by a   certificate or report dated the date of such financial statements by the   Independent Certified Public Accountant who certified such financial   statements stating in substance that they have reviewed this Loan Agreement   and that in making the examination necessary for their certification of such   financial statements they did not become aware of any Event of Default or   Potential Event of Default, or if they did become so aware, such certificate   or report shall state the nature and period of existence thereof (vi) Other   Reports and Information. Promptly upon their becoming available to the   Co-Borrowers, a copy of (a) all reports, financial statements and other   information distributed generally by the Co-Borrowers to their stockholders,   members, bondholders, or the financial community, (b) all accountants’   management letters pertaining to, all other reports submitted by accountants   in connection with any audit of, and all other material reports from outside   accountants with respect to, the Co- Borrowers, and (c) all reports   submitted to Governmental Authorities and/or with respect to Plans under   ERISA, except as prepared in the normal course of the Co-Borrowers’ business   and where no material adverse action with respect thereto would result. (vii)   Further Information. The Co-Borrowers shall promptly furnish to the Lender   any business, financial or other information concerning the Co-Borrowers   and/or the Collateral which the Lender may reasonably request from time to   time in a form acceptable to the Lender. (viii) Notice of Event of Default.   Promptly upon becoming aware of any Event of Default or Potential Event of   Default, the Co-Borrowers shall give the Lender written notice thereof,   together with a written statement of an Authorized Officer of the   Co-Borrowers in his or her capacity as an Authorized Officer setting forth   the details thereof and any action with respect thereto taken or contemplated   to be taken by the Co-Borrowers. (ix) Notice of Material Adverse Change.   Promptly upon becoming aware thereof, the Co-Borrowers shall give the Lender   written notice concerning any material adverse change in the business,   assets, operations or financial condition of the Co-Borrowers, individually   or taken as a whole, including, without limitation, any loss from casualty or   theft in excess of $25,000.00 if not insured, affecting any Property, setting   forth the details thereof and any action with respect thereto taken or   contemplated to be taken by the Co-Borrowers. (x) Notice of Material   Proceedings. Promptly upon becoming aware thereof, the Co- Borrowers shall   give the Lender written notice of the commencement, existence or threat of   any action, suit, proceeding, governmental investigation or arbitration   against or affecting the Co-Borrowers including without limitation,   litigation, arbitration or administration proceedings which, if adversely   decided, would result in a Material Adverse Effect on the business, assets,   operations or financial condition of the Co-Borrowers taken as a whole, or on   the ability of the Co-Borrowers to perform their respective obligations under   this Loan Agreement or the other Loan Documents. (xi) Notice of Pension-Related   Events. The Co-Borrowers shall give the Lender the following: (a) As soon as   possible, and in any event within ten (10) days after the Co- Borrowers   or an ERISA Affiliate knows or has reason to know that a Termination Event   has occurred, a written statement of the Chief Financial Officer of the   Co-Borrowers describing such Termination Event 41 [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










and the action,   if any, which the Co-Borrowers or an ERISA Affiliate has taken, is taking or   proposes to take with respect thereto, and when known, any action taken or   threatened by the IRS, the DOL or PBGC with respect thereto; (b) As soon as   possible, and in any event within fifteen (15) days, after the Co-Borrowers   or an ERISA Affiliate knows or has reason to know that a non-exempt   prohibited transaction (as defined in Section 406 of ERISA and   Section 4975 of the Code) has occurred, a statement of the Chief   Financial Officer of the Co-Borrowers describing such transaction; (c) Within   ten (10) days after the filing thereof with the DOL, IRS or PBGC,   copies of each annual report, filed with respect to each Benefit Plan; (d)   Within ten (10) days after the filing thereof with the IRS, a copy of   each funding waiver request filed with respect to any Benefit Plan and all   communications received by the Co- Borrowers or an ERISA Affiliate with   respect to such request; (e) Within thirty (30) days after the occurrence of   (1) the first to occur of (A) an amendment of any existing Benefit   Plan which will result in a material increase in the benefits under such   Benefit Plan or (B) a notification of any such increase, (2) the   establishment of any new Plan, or (3) the commencement of contributions   to any Plan to which the Co-Borrowers or an ERISA Affiliate was not   previously contributing in a material amount, written notice of such   occurrence; (f) Promptly upon, and in any event within fifteen (15) Business   Days after, receipt by the Co-Borrowers or an ERISA Affiliate of the PBGC’s   intention to terminate a Benefit Plan or to have a trustee appointed to   administer a Benefit Plan, copies of each such notice; (g) Promptly upon, and   in any event within ten (10) Business Days after, receipt by the   Co-Borrowers or an ERISA Affiliate of an unfavorable determination letter   from the IRS regarding the qualification of a Plan under Section 401   (a) of the Code, copies of each such letter; (h) Promptly upon, and in   any event within fifteen (15) Business Days after, receipt by the   Co-Borrowers or an ERISA Affiliate of a notice from a Multiemployer Plan   regarding the imposition of withdrawal liability, copies of each such notice;   (i) Promptly upon, and in any event within fifteen (15) Business Days after,   the Co-Borrowers or any ERISA Affiliate fails to make a required installment   under subsection (m) of Section 412 of the Code or any other   payment required under Section 412 of the Internal Revenue Code on or   before the due date for such installment or payment, a notification of such   failure provided that such installment payment is an amount which is   material; and Within thirty (30) days prior to the establishment of any   Benefit Plan, Multiemployer Plan, Pension Plan, Plan or Single Employer Plan,   written notice of such establishment including, without limitation, the   pertinent details of such Benefit Plan, Multiemployer Plan, Pension Plan,   Plan and/or Single Employer Plan. (xii) Notice of Other Material Defaults.   Promptly upon becoming aware of any material default by the Co-Borrowers   under any Contractual Obligation to which they or by which they or their   Properties may be bound (the result of which could reasonably be expected to   have a Material Adverse Effect), the Co-Borrowers shall give the Lender   written notice thereof, together with a written statement of an Authorized   Officer of the Co-Borrowers setting forth the details thereof and any action   with respect thereto taken or contemplated to be taken by the Co-Borrowers.   42 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(xiii) Notice   of Material Claims. The Co-Borrowers shall promptly notify the Lender of all   written claims, complaints, orders, citations or notices, whether formal or   informal, received by the Co-Borrowers from a Governmental Authority or other   Person relating to any Law, including, without limitation, any Environmental   Law or health and safety law, which could reasonably be expected to result in   a Material Adverse Effect. Such notices shall include, among other   information, the name of the party who filed the claim, the potential amount   of the claim, and the nature of the claim. Section 5.03 Environmental   Notices. The Co-Borrowers shall notify the Lender, in writing, promptly, and   in any event within five (5) days after obtaining knowledge, of any: (i) notice   or claim to the effect that the any of the Co-Borrowers are or may be liable   to any Person as a result of the Release or threatened Release of any   Environmental Concern Material into the Environment; (ii) notice that   any of the Co-Borrowers are under investigation by any Governmental Authority   evaluating whether any Remedial Action is needed to respond to the Release or   threatened Release of any Environmental Concern Material into the   Environment; (iii) notice that any Property of any of the Co-Borrowers is   subject to an Environmental Lien which could reasonably be expected to result   in a Material Adverse Effect; (iv) notice of violation to any of the   Co-Borrowers or awareness by any of the Co-Borrowers of a condition which   might reasonably result in a notice of violation of any environmental, health   or safety Requirements of Law, which could result in a Material Adverse   Effect; (v) commencement or threat of any judicial or administrative   proceeding alleging a violation of any environmental, health or safety Requirements   of Law; (vi) new or proposed changes to any existing environmental,   health or safety Requirements of Law that could reasonably be expected to   result in a Material Adverse Effect on the operations of any of the   Co-Borrowers; or (vii) any proposed acquisition of stock, assets, real   estate, or leasing of property, or any other action by any of the   Co-Borrowers that could reasonably be expected to subject any such   Co-Borrower to environmental, health or safety Liabilities and Costs that   could result in a Material Adverse Effect. Section 5.04 Notice of Name   Changes and Location Changes. The Co-Borrowers shall (i) immediately   notify the Lender if any Co-Borrower is known by or conducting business under   any names other than the name described in Section 4.01(xxxii) hereof,   (ii) notify the Lender within fifteen (15) days if any Co-Borrower is   conducting any of its business or operations at or out of offices or   locations other than those described in Section 4.01(xxxi) hereof,   and (iii) notify the Lender at least fifteen (15) days prior to the date   upon which any Co-Borrower intends to change the location of its chief   executive offices, principal place of business, or a location of the   Collateral from those locations set forth on Schedule 4.01(xxxi) attached   hereto. Section 5.05 Tax Shelter Provisions. Promptly after the   Co-Borrowers determine that they intend to treat the Loan Facility or related   transactions as being a “reportable transaction” as provided in   Section 7.13 below, the Co-Borrowers shall provide to the Lender   (i) a written notice of such intention and (ii) a duly completed   copy of IRS Form 8886 or any successor form. ARTICLE VI AFFIRMATIVE   COVENANTS The Co-Borrowers hereby covenant and agrees that, on and after the   Closing Date and until payment in full of all of the Obligations, unless the   Lender shall give its prior express written consent to the effect otherwise,   then: Section 6.01 Corporate Existence, etc. Each of the   Co-Borrowers shall do or cause to be done all things necessary (i) to   maintain its status as a corporation duly organized, validly existing and in   43 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










good standing   under the laws of its jurisdiction of formation, (ii) to maintain its   status as a corporation duly qualified and in good standing under the laws of   the states in which it is currently qualified to do business (or, with   respect to Lifeboat, to cause to become, in accordance with the terms,   conditions, and provisions of Section 6.14 attached hereto and made a   part hereof, a corporation duly qualified and in good standing under the laws   of the State of New Jersey), and (iii) to preserve and to keep in full   force and effect its rights and franchises unless the failure to maintain   such rights and franchises would not result in a Material Adverse Effect. The   Co-Borrowers shall promptly provide the Lender with a complete up-to-date   list of all Subsidiaries of the Co-Borrowers following the formation of any   subsidiary. Section 6.02 Corporate Powers, etc. Each of the   Co-Borrowers shall do or cause to be done all things necessary to qualify and   remain qualified to conduct business in each jurisdiction in which the nature   of its business or the ownership of its properties or both requires it to be   so qualified, except for any such jurisdictions in which the failure to so   qualify would not have a Material Adverse Effect. Each of the Co-Borrowers   shall do or cause to be done all things necessary to transact business in its   own names and shall invoice all accounts in its own name. Section 6.03   Compliance with Laws, etc. Each of the Co-Borrowers shall   (i) comply with all Requirements of Law, and all restrictive covenants   affecting it or its business, properties, assets or operations and (ii) to   obtain as needed all Permits necessary for its operations and maintain such   Permits in good standing, except to the extent non-compliance with this   Section 6.03 would not result in a Material Adverse Effect and provided   that Lifeboat’s compliance with the terms, conditions, and provisions of   Section 6.14 of this Agreement shall be deemed to satisfy the   requirements of this Section 6.03 with respect to the subject matter   expressly set forth and described in Section 6.14 of this Agreement.   Section 6.04 Payment or Taxes and Claims; Other Debts. Each of the   Co-Borrowers shall pay or cause to be paid (i) all taxes, assessments   and other governmental charges imposed upon it or on any of its properties or   assets or in respect of any of its franchises, business, income or property   before any penalty or interest accrues thereon, and (ii) all Claims   (including, without limitation, claims for labor, services, materials and   supplies) for sums material in the aggregate to such Co-Borrower which have   become due and payable and which by Law have or may become a Lien (other than   a Customary Permitted Lien) upon its Property, prior to time when any penalty   or fine shall be incurred with respect thereto; provided, however, that no   such taxes, assessments and governmental charges referred to in clause   (i) above or Claims referred to in clause (ii) above need be paid   if being contested in good faith by appropriate proceedings promptly   instituted and conducted in a commercially reasonable manner and if adequate   reserves shall have been set aside therefor in accordance with Generally   Accepted Accounting Principles. Each of the Co-Borrowers shall pay or cause   to be paid all other Debts of such Co-Borrower when and as they become due in   accordance with customary business practices. Section 6.05 Maintenance   of Properties; insurance. Each of the Co-Borrowers shall maintain or cause to   be maintained in good repair, working order and condition, excepting ordinary   wear and tear, all of its Properties material to its operations and will make   or cause to be made all appropriate repairs, renewals and replacements   thereof, consistent with past practice. Each of the Co-Borrowers shall   maintain or cause to be maintained with financially sound and reputable   insurers reasonably acceptable to the Lender, the insurance policies and   programs listed on Schedule 6.05 attached hereto or substantially similar   programs or policies and amounts or other programs, policies and amounts   reasonably acceptable to the Lender. Not later than thirty (30) days later   than the renewal, replacement or material modification of any policy or   program, the Co-Borrowers shall deliver or cause to be delivered to the   Lender a certificate of insurance, showing the Lender as “additional insured”   and “lender loss payee”, setting forth for each such policy or program:   (i) the amount of such policy, (ii) the risks insured against by   such 44 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










policy,   (iii) the name of the insurer and each insured party under such policy,   and (iv) the policy number of such policy. Section 6.06 Inspection   of Property; Books and Records; Disclosure. The Co-Borrowers shall permit the   Lender or any authorized representative(s) designated by the Lender to   visit, audit or to otherwise inspect any of the Co-Borrowers’ Properties,   including its financial and accounting records, and to make copies and take   extracts therefrom, and to discuss the Co-Borrowers’ affairs, finances and   accounts with the Lender’s officers, representatives, or independent   certified public accountants, upon reasonable notice and during normal   business hours. Except in cases of emergency and except at any time while an   Event of Default exists, such inspections shall be conducted only upon   reasonable prior notice to the Co-Borrowers and shall be conducted in a   manner so as to minimize the disruption of the Co-Borrowers’ business. All   information furnished to the Lender shall be received and maintained by the   Lender in strict confidence and in accordance with applicable Law, and the   Lender shall not disseminate said information to any Person, except where   required by and in accordance with applicable Law (in which case the Lender   may disclose only that portion of such information as is legally required) or   where contemplated by the Loan Documents. The Lender agrees that it shall not   take any action or omit to take any action which would cause or result in the   violation of Law (including without limitation, any export control law) by   the Co-Borrowers. Section 6.07 Litigation, Claims, etc. The   Co-Borrowers shall provide the Lender with (i) promptly after the close of   each Fiscal Quarter, a litigation status report, in a form reasonably   satisfactory to the Lender, with respect to any new litigation (whether at   law or in equity) which is asserted against any of the Co-Borrowers involving   potential claims in excess of $25,000.00 which is not fully covered by   appropriate insurance and which is not being defended by the applicable   insurance company; (ii) notice of any suit at law or in equity or claim   brought or asserted against any of the Co-Borrowers, promptly after learning   thereof with respect to any suit or claim involving money or property valued   in excess of $25,000.00 or any such suits or claims which in the aggregate   involve money or property valued in excess of $25,000.00, in either case,   which is not fully covered by appropriate insurance and which is not being   defended by the applicable insurance company; and (iii) prompt notice of   any investigation or proceeding before or by any Governmental Authority, the   effect of which is reasonably likely to result in a Material Adverse Effect.   Section 6.08 Labor Disputes. Each of the Co-Borrowers shall notify the Lender   in writing, promptly, but in any event within two (2) Business Days   after learning thereof, of (i) any material labor dispute to which the   Co-Borrowers and/or any Affiliate, is reasonably likely to become a party,   and any strikes or walkouts relating to any of their Properties and   (ii) the expiration of any labor contract to which they are a party or   by which they are bound. Section 6.09 Maintenance of Licenses,   Permits, etc. Each of the Co-Borrowers shall (i) maintain in full   force and effect all licenses, permits, governmental approvals, franchises,   authorizations or other rights necessary for the operation of its business,   except where the failure to obtain any of the foregoing would not result in   or is not reasonably likely to result in a Material Adverse Effect and   (ii) to notify the Lender in writing, promptly after learning thereof,   of the suspension, cancellation, revocation or discontinuance of or of any   pending or threatened action or proceeding seeking to suspend, cancel, revoke   or discontinue any Permit where the result thereof could reasonably be   expected to result in a Material Adverse Effect and provided that Lifeboat’s   compliance with the terms, conditions, and provisions of Section 6.14 of   this Agreement shall be deemed to satisfy the requirements of this   Section 6.09 with respect to the subject matter expressly set forth and   described in Section 6.14 of this Agreement. 45 [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 6.10   Use of Proceeds. The Co-Borrowers shall not use the proceeds of any Loans   made hereunder, directly or indirectly, for any unlawful purpose, in any   manner inconsistent with Section 2.01(iv) hereof, as applicable, or   inconsistent with any other provision of any other Loan Document.   Section 6.11 Continuation of or Change in Business. Each of the   Co-Borrowers shall continue to engage in its business substantially as   conducted and operated during the present and preceding Fiscal Year, and none   of the Co-Borrowers shall engage in any other business without the prior   express written consent of the Lender, which consent shall not be   unreasonably withheld, delayed, or conditioned. Section 6.12 Bank of   Account. The Co-Borrowers shall maintain their primary disbursement account,   operating accounts, and cash management relationship with the Lender.   Section 6.13 Addition of Future Co-Borrowers. Upon request of the   Lender, each Co- Borrower shall promptly (i) cause its domestic   Subsidiaries and/or Affiliates formed or acquired after the Closing Date to   be joined as a co-borrower in connection with the Loan Facility and shall   cause each such Subsidiary and/or Affiliate to execute such documentation as   may be reasonably required by the Lender to cause any such Subsidiary and/or   Affiliate to be joined as a co-borrower in connection with the Loan Facility   and to secure its obligations in connection with the Loan Facility and   (ii) execute a pledge of sixty-five percent (65%) of the Equity   Interests in and to its respective foreign Subsidiaries formed or acquired   after the Closing Date, and shall execute such documentation as may be   reasonably required by the Lender to perfect such pledge. Section 6.14   Post-Closing Undertakings. The Co-Borrowers hereby agree that they shall, on   or prior to January 114 , 2018. deliver to the Lender the following, all of   which shall be acceptable to the Lender in its reasonable discretion:   (i) a Short Form Standing Certificate issued by the Office of the   New Jersey Department of the Treasury, Division of Revenue and Enterprise   Services with respect to Lifeboat and (ii) evidence of the dissolution   of Programmersparadise.com Inc., a Delaware corporation. ARTICLE VII   NEGATIVE COVENANTS The Co-Borrowers hereby covenant and agree that, on and   after the Closing Date and until payment in full of all of the Obligations,   unless the Lender shall give its prior written consent to the effect   otherwise, then: Section 7.01 Debt. The Co-Borrowers shall not create,   incur, assume or otherwise become or remain directly or indirectly liable with   respect to, any Debt, except for: (i) the Obligations; (ii) accounts payable   owing to trade creditors arising from current liabilities for goods and   services purchased in the normal course of the Co-Borrowers’ respective   businesses; (iii) the permitted existing Debt as described on Schedule   7.0I(iiij attached hereto, and any extensions, renewals, replacements and   refinancing thereof not exceeding the principal amount outstanding on the   date of such extension, renewal, replacement or refinancing, provided that   the terms are no less advantageous to the Co-Borrowers than the original   obligation; 46 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(iv) any Debt   in connection with purchase money liens permitted by Section 7.02(   ii)(e) hereof; and (v) any Debt in respect of loans, advances, or   guarantees permitted by Section 7.03 hereof. Section 7.02 Sale ()I’   Assets; Additional Liens. (i) Sales. The Co-Borrowers shall not sell, assign,   transfer, lease, convey, abandon or otherwise dispose of, voluntarily or   involuntarily, any Properties, whether now owned or hereafter acquired, or   any income or profits therefrom, without the prior express written consent of   the Lender except: (a) The Co-Borrowers may sell Inventory and its other   Properties in the ordinary course of its business; and (b) The Co-Borrowers   may dispose of Properties which are obsolete or no longer useful in the   business of the Co-Borrowers; provided that such disposition shall not result   in a Material Adverse Effect and the Co-Borrowers shall promptly report any   disposition of Properties, singularly or in aggregate, to the Lender, where   net cash proceeds are equal to or greater than $50,000.00; and (c) The   Co-Borrowers may sell, assign, and transfer “Interests” (as such term is   defined under the KeyBank Assignment Agreement) to KEY in strict accordance   with the terms, conditions, and provisions of the KeyBank Assignment   Agreement and any other documents executed in connection therewith, and any   such Interests shall be free and clear of the Lender’s lien pursuant to the   terms, conditions, and provisions of the Security Agreement and the other   Loan Documents. In connection with the sale, assignment, and/or transfer of   Interests to KEY in accordance with the terms, conditions, and provisions of   the KeyBank Assignment Agreement, the Co-Borrowers shall promptly provide to   the Lender true, correct, and complete copies of any documents to be   delivered to KEY in connection with the Interests which are to be sold,   assigned, or transferred to KEY in accordance with the terms, conditions, and   provisions of the KeyBank Assignment Agreement; and (d) The Co-Borrowers may   sell, assign, and transfer extended payment receivables to any other Person   acceptable to the Lender in its reasonable discretion in strict accordance   with the terms, conditions, and provisions of a written assignment agreement   and such other documentation as may be acceptable to the Lender in its   reasonable discretion; provided that no Co- Borrower may enter into any such   arrangement without having obtained the prior express written consent of the   Lender, which consent shall not be unreasonably withheld, conditioned, or   delayed, and any such transferred extended payment receivables shall be free   and clear of the Lender’s lien pursuant to the terms, conditions, and   provisions of the Security Agreement and the other Loan Documents. (ii)   Additional Liens. The Co-Borrowers shall not directly or indirectly create,   incur, assume or permit to exist any Lien on or with respect to any   Properties without the prior express written consent of the Lender except:   (a) Liens securing the Obligations; (b) any interest or title of a lessor or   secured by a lessor’s interest under any lease permitted by this Loan   Agreement; 47 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(d) Customary   Permitted Liens; and (e) purchase money Liens securing Debt (including the   interest of a lessee under a Capitalized Lease). Section 7.03 Loans,   Advances and Investments. Without the prior express written consent of the   Lender, the Co-Borrowers shall not make or suffer to exist or remain   outstanding, any loans, advances and/or investments, including, without   limitation, any loan or advance to purchase, acquire or own (beneficially or   of record) any stock, bonds, notes or securities of, or any partnership   interest (whether general or limited) in, or any other interest in, or make   any capital contribution to or other investment in, any other Person, or   agree, become or remain liable (contingent or otherwise) to do any of the   foregoing, except: (I) Loans and investments existing on the date hereof and   listed in Schedule 7.03 attached hereto; and (ii) Accounts Receivable owing   to the Co-Borrowers in the ordinary course of business and loans and advances   extended by the Co-Borrowers to subcontractors or suppliers under usual and   customary terms in the ordinary course of business; and (iii) Investments in   Cash and Cash Equivalents; and (iv) Investments made or entered into in the ordinary   course of the Co-Borrowers’ respective business; provided that an Event of   Default shall not exist or shall result from the making of any such   investment. Section 7.04 Restriction on Fundamental Changes. (i) No   Co-Borrower shall (a) enter into any merger, acquisition or   consolidation except for mergers, acquisitions, and/or consolidations in the   ordinary course of said Co-Borrower’s business of entities engaged in   substantially the same type of business as such Co-Borrower and, with respect   to mergers or consolidations, where the applicable Co-Borrower is the   surviving entity and provided that, in any event, the Co-Borrowers are   otherwise in compliance with the terms, conditions, and provisions of this   Loan Agreement and the other Loan Documents, (b) liquidate, windup or   dissolve (or suffer any liquidation or dissolution), or (c) convey,   lease, sell, transfer or otherwise dispose of, in one transaction or series   of transactions, all or any of its business, Properties or assets, whether   now or hereafter acquired, without the prior express written consent of the   Lender, except as permitted by Section 7.02(i) hereof. (ii)   Following the occurrence and continuance of an Event of Default, none of the   Co-Borrowers may (a) acquire by purchase or otherwise all or   substantially all of the business property or assets of, or stock or other   evidence of legal or beneficial ownership of any Person or (b) create   any Subsidiary. (iii) Without the Lender’s prior express written consent, no   Co-Borrower shall (a) change their respective corporate structure or   (b) alter the nature or character of their respective businesses as   presently conducted. 48 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   AGREEMENT]


    




 










Section 7.05   ERISA. The Co-Borrowers shall not, and shall not permit any ERISA Affiliate   to, do any of the following to the extent that such act or failure to act   would result in the aggregate, after taking into account any other such acts   or failure to act, in an obligation to pay a sum of money that is material to   the business of the Co-Borrowers: (i) Engage, or permit an ERISA Affiliate to   engage, in any prohibited transaction described in Section 406 of ERISA   or Section 4975 of the Code for which a class exemption is not available   or a private exemption has not been obtained from the DOL; (ii) Permit to   exist any accumulated funding deficiency (as defined in Section 302 of   ERISA and Section 412 of the Code), whether or not waived; (iii) Fail,   or permit an ERISA Affiliate to fail, to pay timely required contributions or   annual installments due with respect to any waived funding deficiency to any   Plan; (iv) Terminate, or permit an ERISA Affiliate to terminate, any Benefit   Plan which would result in any liability of the Co-Borrowers or any ERISA Affiliate   under Title IV of ERISA; or (v) Fail, or permit any ERISA Affiliate to fail,   to pay any required installment under section (m) of Section 412 of   the Code or any other payment required under Section 412 of the Code on   or before the due date for such installment or other payment.   Section 7.06 Amendment of Corporate Documents. The Co-Borrowers shall   not amend, modify or supplement its certificate of incorporation and/or its   bylaws unless the Co-Borrowers shall provide to the Lender fully executed   (and/or adopted, as applicable) written copies of any such amendment,   modification, or supplement within ten (10) Business Days of its full   execution (and/or adoption, as applicable). Section 7.07 Margin   Regulations. The Co-Borrowers shall not permit any portion of the proceeds of   any Loans extended under this Loan Agreement to be used in any manner which   might cause the extension of credit or the application of such proceeds to   violate Regulation U or Regulation X or any other regulation of the Federal   Reserve Board or to violate the Securities Exchange Act or the Securities   Act, in each case as in effect on the date or dates of such Borrowing, such   use of proceeds, such creation or such issuance. Section 7.08   Cancellation of Debt. The Co-Borrowers shall not cancel any Claim or Debt,   except for adequate consideration (as determined in the applicable   Co-Borrower’s commercially reasonable discretion) and in the ordinary course   of its business. Section 7.09 Environmental Liabilities. The   Co-Borrowers shall not become subject to any Liabilities and Costs which the   Lender reasonably deems has or is likely to have a Material Adverse Effect   arising out of or related to (i) the Release or threatened Release at   any location of any Environmental Concern Material into the Environment, or   any Remedial Action in response thereto, or (ii) any violation of any   Environmental Law, or any health or safety Requirement of Law.   Section 7.10 Guaranties. No Co-Borrower shall assume, guaranty, endorse   or otherwise be or become directly or contingently responsible or liable, for   obligations or liabilities of any Person, without the prior express written   consent of the Lender, except for: (i) guaranties existing on the Closing   Date as described on Schedule 7.10(1) attached hereto; and 49 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(ii) guaranties   by endorsement of negotiable instruments for deposit or collection or similar   transactions in the ordinary course of business. Section 7.11 operating   and Capitalized Leases. The Co-Borrowers shall not during any Fiscal Year   become liable in any way, whether directly or by assignment, for the   obligations of a lessee under any Operating Leases or Capitalized Leases   unless, immediately after giving effect to the incurrence of liability with   respect to such Operating Lease or Capitalized Lease, as applicable, the   aggregate amount of all basic rental payments, other base payments, or   accruals for such Fiscal Year under all Operating Leases and Capitalized   Leases shall not exceed $1,500,000.00 in the aggregate, without taking into   account any customary reimbursement for taxes, insurance or maintenance   expenses. Section 7.12 Anti-Terrorism Laws. The Co-Borrowers and agents   shall not (i) conduct any business or engage in any transaction or   dealing with any Blocked Person, including the making or receiving any   contribution of funds, goods or services to or for the benefit of any Blocked   Person, (ii) deal in, or otherwise engage in any transaction relating   to, any property or interests in property blocked pursuant to the Executive   Order No. 13224; or (iii) engage in or conspire to engage in any   transaction that evades or avoids, or has the purpose of evading or avoiding,   or attempts to violate, any of the prohibitions set forth in the Executive   Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law.   The Co-Borrowers shall deliver to the Lender any certification or other   evidence requested from time to time by the Lender, in its sole and absolute   discretion, confirming the Co-Borrowers’ compliance with this   Section 7.13. Section 7.13 Tax Shelter Regulations. The   Co-Borrowers shall not treat the Loan Facility and/or related transactions as   being a “reportable transaction” (within the meaning of Treasury Regulation   Section 1.6011-4). In the event the Co-Borrowers determine to take any   action inconsistent with such intention, the Co-Borrowers shall promptly   (i) notify the Lender thereof and (ii) deliver to the Lender a duly   completed copy of IRS Form 8886 or any successor form, and no such   action shall constitute an Event of Default hereunder. If the Co-Borrowers so   notify the Lender, the Co-Borrowers hereby acknowledge that the Lender may   treat the Loan Facility as part of a transaction that is subject to Treasury   Regulation Section 301.6112-1, and the Lender shall maintain the lists   and other records required by such Treasury Regulation. Section 7.14   Transactions with Shareholders, Subsidiaries and Affiliates. Other than with   respect to (i) the repurchase of the issued and outstanding capital   stock of Wayside from the stockholders of Wayside or (ii) the   declaration and payment of dividends to the stockholders of any of the Co-   Borrowers, the Co-Borrowers shall not enter into or permit to exist, directly   or indirectly, any transaction (including, without limitation, the purchase,   sale, lease or exchange of any Property or the rendering of any service) with   any shareholder, director, member, officer, Subsidiary and/or Affiliate of   the Co- Borrowers on terms that are less favorable to the Co-Borrowers than   those that might be obtained in an arm’s length transaction at the time from   unrelated Persons who are not such a shareholder, director, member, officer,   Subsidiary and/or Affiliate. Nothing contained in this Section 7.14 shall   prohibit any transaction which is otherwise expressly permitted by   Section 7.03 hereof. Section 7.15 Fiscal Years. No Co-Borrower   shall change its Fiscal Year without the prior express written consent of the   Lender, which consent shall not be unreasonably withheld. Section 7.16   KeyBank Assignment Agreement, etc. The Co-Borrowers shall not amend,   modify, extend, renew, substitute, supplement, or terminate the KeyBank   Assignment Agreement or any document executed in connection therewith without   the prior express written consent of the Lender, which shall not be   unreasonably withheld, conditioned, or delayed. 50 [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 









 



ARTICLE VIII   FINANCIAL COVENANTS The Co-Borrowers hereby covenant and agree that on and   after the Closing Date and until payment in full of all the Obligations,   unless the Lender shall give its prior express written consent to the effect   otherwise, then: Section 8.01 Minimum Debt Service Coverage Ratio. The   Co-Borrowers shall maintain at all times during the term of the Loan Facility   (which covenant shall be tested at the end of the periods covered by the   quarterly and the annual financial statements which are to be provided to the   Lender pursuant to Section 5.02 of this Loan Agreement), a minimum Debt   Service Coverage Ratio of not less than 2.00 —to- 1.0. Section 8.02   Maximum Leverage Ratio. The Co-Borrowers shall maintain at all times during   the term of the Loan Facility (which covenant shall be tested at the end of   the periods covered by the quarterly and the annual financial statements   which are to be provided to the Lender pursuant to Section 5.02 of this   Loan Agreement), a maximum Leverage Ratio of at least 2.50 —to- 1.0.   Section 8.03 Minimum Collateral Coverage Ratio. The Co-Borrowers shall   maintain at all times during the term of the Loan Facility (which covenant   shall be tested at the end of the periods covered by the quarterly and the annual   financial statements which are to be provided to the Lender pursuant to   Section 5.02 of this Loan Agreement), a minimum Collateral Coverage   Ratio of not less than 1.50 —to- 1.0. ARTICLE IX EVENTS OF DEFAULT;   RIGHTS AND REMEDIES Section 9.01 Events of Default. The occurrence of   any of the following events with the passing of any applicable notice and   cure periods shall constitute an “Event of Default” under this Loan Agreement   (hereinafter referred to as an “Event of Default”): (i) Any representation,   warranty, certificate or financial statement made or submitted by any of the   Co-Borrowers or any other Person in or in connection with any of the Loan   Documents furnished in connection with the Loan Facility, shall prove to have   been false, incorrect or misleading in any substantial and material respect   on the date as of which made; (ii) The Co-Borrowers shall have failed to make   any payment of any installment of interest on the Note or under this Loan   Agreement on their respective due dates; (iii) The Co-Borrowers shall have   failed to make any payment of principal on the Note or under this Loan   Agreement on their respective due dates; (iv) Any of the Co-Borrowers shall   have failed to duly observe or perform any covenant, condition or agreement   with respect to the payment of moneys on their part which is to be observed   or performed pursuant to the terms of the Loan Documents, other than the   payment of principal and interest which shall be governed by clauses ( ii)   and (iii) above, and such default shall have remained uncured for a   period of ten (10) Business Days; 51 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










(v) Any of the   Co-Borrowers shall have failed to duly observe or perform any covenant,   condition or agreement on the part of any such Co-Borrowers to be observed or   performed pursuant to the terms of the Loan Documents other than the payment   of moneys which shall be governed by clauses (ii). (iii) and ( iv)   above, and such default shall have remained uncured for a period of thirty   (30) days after written notice thereof to the Co-Borrowers by the Lender;   provided, however, that if any such Co-Borrower is diligently proceeding to   cure such default and said default by its nature and character cannot be   cured within said thirty (30) day period, then any such Co-Borrower shall   have an additional thirty (30) days within which to cure such default; (vi)   Any of the Co-Borrowers shall have failed (a) to duly observe or perform   any of the financial covenants set forth in Article VIII of this Loan   Agreement as of any date of determination and/or (b) to comply with the   terms, conditions, and provisions of Section 6.14 hereof; (vii) Any of   the Co-Borrowers shall have applied for or consented to the appointment of a   custodian, receiver, or liquidation of all or substantially all of their   respective assets; a custodian shall have been appointed with or without   consent of any of the Co-Borrowers; any of the Co-Borrowers shall generally   not be paying their respective Debts as they become due; any of the   Co-Borrowers shall have made a general assignment for the benefit of their   respective creditors; any of the Co-Borrowers shall have filed a voluntary   petition in bankruptcy, or a petition or an answer seeking reorganization or   an arrangement with their respective creditors, or shall have taken advantage   of any insolvency law, or shall have filed an answer admitting the material   allegations of a petition in bankruptcy, reorganization or insolvency   proceeding; a petition in bankruptcy shall have been filed against any of the   Co-Borrowers and shall not have been dismissed for a period of sixty (60)   consecutive days, or an Order for Relief shall have been entered against any   of the Co-Borrowers under the Bankruptcy Code; or an order, judgment or decree   shall have been entered without the application, approval or consent of any   of the Co-Borrowers by any court of competent jurisdiction appointing a   receiver, trustee, custodian or liquidator of any of the Co-Borrowers of a   substantial part of their respective assets and such order, judgment or   decree shall have continued unstayed and in effect for any period of sixty   (60) consecutive days; (viii) A writ of execution or attachment or any   similar process shall be issued or levied against all or any part of or   interest in any of the Properties of any of the Co-Borrowers or any judgment   involving monetary damages shall be entered against any of the Co-Borrowers   which shall become a lien on any such Co-Borrower’s Properties or any portion   thereof or interest therein and such execution, attachment or similar process   is not released, bonded, satisfied, vacated or stayed within thirty (30) days   after its entry or levy; (ix) Seizure or foreclosure of any of the Properties   of any of the Co-Borrowers pursuant to process of law or by respect of legal   self-help unless said seizure or foreclosure is stayed or bonded within   thirty (30) days after the occurrence of same; (x) The voluntary permanent   closing of business or ceasing of operations of the any of the Co-Borrowers (it   being hereby acknowledged that Programmer’s Paradise does not, as of the   Closing Date, have current operations and, if Programmer’s Paradise resumes   operations subsequent to the Closing Date and then ceases operations, it   shall constitute an Event of Default hereunder); (xi) Default by any of the   Co-Borrowers in any material respect of any of the terms, conditions or   provisions of any agreement (excluding the Loan Documents) covering the   payment of the Obligations or otherwise for borrowed money from the Lender,   any Affiliate or Subsidiary of the Lender, and/or any other creditor; 52   [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(xii) The   occurrence of any event or circumstance which has or could reasonably be   expected to have a Material Adverse Effect; (xiii) The occurrence of a   Reportable Event with respect to any of the Co-Borrowers; (xiv) Other than   repurchases of the issued and outstanding capital stock of Wayside from the   stockholders of Wayside and/or equity incentive awards issued to the   officers, directors, employees, and consultants of the Co-Borrowers, the   sale, transfer, or other disposition of any of the authorized, issued and   outstanding voting capital stock of any of the Co-Borrowers to any Person   other than in connection with the sale of such stock on a   nationally-recognized stock exchange, without the prior express written   consent of the Lender; and (xv) The occurrence of any default, and the   expiration of any applicable grace or cure period, under any surety or other   bond required to be posted and maintained by any of the Co-Borrowers in   connection with the operation of its business or the failure of the   Co-Borrowers to maintain any of the minimum bonding requirements of any   Governmental Authority having jurisdiction over any such Co- Borrower’s   business. Section 9.02 Rights and Remedies. (i) Acceleration. Upon the   occurrence and during the continuance of any Event of Default described in   the foregoing Section 9.01(vii) hereof, the Loan Facility shall automatically   and immediately terminate and the unpaid principal amount of and any and all   accrued interest and due fees on the Loans shall automatically become   immediately due and payable, with all additional interest from time to time   accrued thereon and without presentment, demand, or protest or other   requirements of any kind (including, without limitation, valuation and   appraisement, diligence, presentment, notice of intent to demand or   accelerate and of acceleration), all of which are hereby expressly waived by   the Co-Borrowers, and the obligation of the Lender to make any additional   Loans hereunder shall thereupon terminate. Upon the occurrence and during the   continuance of any other Event of Default described in Section 9.0]   above, the Lender may by written notice to the Co-Borrowers, (a) declare   that the Loan Facility is terminated, whereupon the obligation of the Lender   to make any Loans hereunder shall immediately terminate, and/or   (b) declare the unpaid principal amount of and any and all accrued and   unpaid interest on the Loans to be, and the same shall thereupon be,   immediately due and payable with all additional interest from time to time   accrued thereon and without presentment, demand, or protest or other   requirements of any kind (including, without limitation, valuation and   appraisement, diligence, presentment, notice of intent to demand or   accelerate and of acceleration), all of which are hereby expressly waived by   the Co-Borrowers. (ii) Rights Under Loan Documents. Upon the occurrence and   during the continuance of any Event of Default, the Lender may (a) take   any lawful action against the Co-Borrower to collect the payments then due   and thereafter to become due under the Loan Documents and (b) exercise   any and all rights granted to the Lender under and/or pursuant to the Loan   Documents, including, without limitation, the Collateral Documents. (iii)   Other Rights. Upon the occurrence and during the continuance of any Event of   Default, the Lender may take any other action which may be available to the   Lender, whether at law or in equity. Section 9.03 Application or   Proceeds. All payments and proceeds received by the Lender under   Section 9.02 of this Loan Agreement shall be applied as determined by   the Lender, in its sole and absolute discretion. In the event sufficient   funds are not available to fund all payments to be made in 53 [SECOND AMENDED   AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










respect of the   Obligations owing by the Co-Borrowers, the Co-Borrowers shall remain and be jointly   and severally liable for any such deficiency. Section 9.04 No Notices.   In order to entitle the Lender to exercise any remedy available to it under   Section 9.02 of this Loan Agreement, it shall not be necessary for the   Lender to give any notice, other than such notice as may be required   expressly in this Loan Agreement or by applicable law. Section 9.05   Agreement to Pay Attorneys’ Fees and Expenses. Upon the occurrence and during   the continuance of an Event of Default, as a result of which the Lender shall   require and employ attorneys or incur other expenses for the collection of   payments due or to become due or the enforcement or performance or observance   of any obligation or agreement on the part of the Co-Borrowers contained   herein, the Co-Borrowers shall, on demand, pay to the Lender, the reasonable   fees of such attorneys and such other reasonable expenses so incurred by   them, including, without limitation, post-judgment collection costs and   expenses. Section 9.06 No Additional Waiver Implied by One Waiver. In   the event any agreement contained in this Loan Agreement should be breached   by any party and thereafter waived by the other parties, such waiver shall be   limited to the particular breach so waived and shall not be deemed to waive   any other breach hereunder. Section 9.07 Failure to Exercise Rights.   Nothing herein contained shall impose upon the Lender any obligation to   enforce any terms, covenants or conditions contained in this Loan Agreement   and the other Loan Documents. Failure of the Lender, in any one or more   instances, to insist upon strict performance by the Co-Borrowers of any   terms, covenants or conditions of this Loan Agreement and the other Loan   Documents, shall not be considered or taken as a waiver or relinquishment by   the Lender of its right to insist upon and to enforce in the future, by   injunction or other appropriate legal or equitable remedy, strict compliance   by the Co-Borrowers with all the terms, covenants and conditions of this Loan   Agreement and the other Loan Documents. The consent of the Lender to any act   or omission by the Co- Borrowers shall not be construed to be a consent to   any other or subsequent act or omission or to waive the requirement for the   Lender’s consent to be obtained in any future or other instance. Section 9.08   WAIVER OF JURY TRIAL. THE CO-BORROWERS AND THE LENDER MUTUALLY HEREBY   KNOWINGLY, VOLUNTARILY AND INTENTIONALLY (i) WAIVE ANY AND ALL RIGHTS   THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES   OF AMERICA OR ANY STATE THEREOF TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM   BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LOAN AGREEMENT   OR ANY OF THE OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION   HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER   VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT   LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS   OF THE LENDER RELATING TO THE ADMINISTRATION OF THE LOAN FACILITY OR   ENFORCEMENT OF THE LOAN DOCUMENTS, AND (ii) AGREE THAT NEITHER THE   CO-BORROWERS NOR THE LENDER WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY   OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT   AS PROHIBITED BY APPLICABLE LAW, EACH OF THE CO-BORROWERS AND THE LENDER   HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT   MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY,   PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION   TO, ACTUAL DAMAGES. EACH OF THE CO-BORROWERS AND THE LENDER HEREBY CERTIFIES   THAT NO 54 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










REPRESENTATIVE,   AGENT OR ATTORNEY OF THE OTHER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT   THE OTHER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE   FOREGOING WAIVERS. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE   LENDER TO MAKE THE LOAN FACILITIES AVAILABLE TO THE CO-BORROWERS AND TO   ACCEPT THE LOAN DOCUMENTS. IT IS INTENDED THAT SAID WAIVERS SHALL APPLY TO   ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR   PROCEEDING. THE CO-BORROWERS AND THE LENDER RECOGNIZE THAT ANY DISPUTE   ARISING IN CONNECTION WITH THE LOAN FACILITY IS LIKELY TO BE COMPLEX AND   CONSEQUENTLY THEY WISH TO STREAMLINE AND MINIMIZE THE COST OF THE DISPUTE   RESOLUTION PROCESS BY AGREEING TO WAIVE THEIR RIGHTS TO A JURY TRIAL.   Section 9.09 Remedies Cumulative. No remedy herein conferred upon or   reserved to the Lender is intended to be exclusive of any other remedy or remedies;   but each and every such remedy shall be cumulative, and shall be in addition   to every other remedy given hereunder, or now or hereafter existing at law or   in equity or by statute. No express or implied waiver by the Lender of any   Event of Default hereunder shall in any way be, or construed to be, a waiver   of any future or subsequent Event of Default. No delay or omission to   exercise any right or power accruing upon any Event of Default continuing as   aforesaid, shall impair any such right or power or shall be construed to be a   waiver of any such Event of Default, or acquiescence therein; and every such   right and power may be exercised from time to time and as often as may be   deemed expedient. ARTICLE X MISCELLANEOUS Section 10.01 Expenses.   The Co-Borrowers shall pay on demand all reasonable expenses of the Lender in   connection with the preparation, administration, default, collection, waiver   or amendment of loan terms, or in connection with the Lender’s exercise,   preservation or enforcement of any of their respective rights, remedies or   options hereunder, including, without limitation, reasonable fees of outside   legal counsel or the reasonable allocated costs of in-house legal counsel,   accounting, consulting, brokerage or other similar professional fees or expenses,   and any reasonable fees or expenses associated with travel or other costs   relating to any appraisals or examinations conducted in connection with the   Loan Facilities or any Collateral therefor, and the amount of all such   expenses shall, until paid, bear interest at the rate applicable to principal   hereunder (including any Default Rate) and be an obligation secured by any   Collateral. Section 10.02 Indemnity. Each of the Co-Borrowers hereby   further covenants and agrees to defend, protect, indemnify, and hold harmless   the Indemnified Parties from and against any and all liabilities,   obligations, losses, damages, penalties, actions, judgments, suits, claims,   costs, expenses and disbursements of any kind or nature whatsoever   (including, without limitation, the reasonable fees and disbursements of   counsel for the Indemnified Parties in connection with any investigative,   administrative or judicial proceeding, whether or not the Indemnified Parties   shall be designated a party thereto), imposed on, incurred by, or asserted   against the Indemnified Parties (whether direct, indirect or consequential   and whether based on any Federal or state Laws or other statutory   regulations, including, without limitation, securities and commercial laws   and regulations, under common law or at equitable cause, or on contract or   otherwise, including any liability and costs under Federal, state or local   environmental, health or safety laws, regulations, or common law principles,   arising from or in connection with the past, present or future environmental   condition of any Property or the Release or 55 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










threatened   Release of any Environmental Concern Material into the Environment from any   Property and whether arising from the simple negligence of any of the   Indemnified Parties) in any manner relating to or arising out of this Loan   Agreement or the other Loan Documents, or any act, event or transaction   related or attendant thereto, the making of and participation in the Loan   Facility and the management of the Loans or the use or intended use of the   proceeds of the Loan Facility hereunder (hereinafter collectively referred to   as the “Indemnified Matters”); provided, however, that none of the   Co-Borrowers shall have any obligation to an Indemnified Party hereunder with   respect to (a) Indemnified Matters for which such Indemnified Party has   been compensated (including through insurance recovery) pursuant to, or for   which an exemption is provided in, this Loan Agreement, (b) Indemnified   Matters caused by or resulting from the willful misconduct or gross   negligence of that Indemnified Party, as determined by a court of competent   jurisdiction, (c) Indemnified Matters caused by or resulting from the   Lender’s violation or breach of its responsibilities, obligations or other   duties under the Loan Documents, as determined by a court of competent   jurisdiction or (d) Indemnified Matters caused by or resulting from any   action, suit or proceeding brought by any of the Co-Borrowers (in a direct   action and not in any derivative action) against the Lender in which the   Lender is found to be liable to any of the Co-Borrowers as determined by a   court of competent jurisdiction. To the extent that the undertaking to   indemnify, pay and hold harmless set forth in the preceding sentence may be   unenforceable because it is violative of any law or public policy, the   Co-Borrowers shall contribute the maximum portion which they are permitted to   pay and satisfy under applicable Law, to the payment and satisfaction of all   Indemnified Matters incurred by the Indemnified Parties. The obligations of   the Co-Borrowers pursuant to this Section 10.02 shall survive the   repayment and termination of the Loan Facilities. Section 10.03   Amendments and Waivers. No amendment or modification of any provision of this   Loan Agreement shall be effective without the written agreement of the Lender   and the Co- Borrowers, and no termination or waiver of any provision of this   Loan Agreement, or consent to any departure by the Co-Borrowers therefrom,   shall in any event be effective without the written concurrence of the   Lender, which the Lender shall have the right to grant or withhold at its   sole discretion (subject to, in any event, the terms, conditions, and   provisions of the Loan Documents). Section 10.04 Independence or   Covenants. All covenants hereunder shall be given independent effect so that   if a particular action or condition is not permitted by any of such   covenants, the fact that it would be permitted by an exception to, or be   otherwise within the limitations of, another covenant shall not avoid the   occurrence of an Event of Default or Potential Event of Default if such   action is taken or condition exists. Section 10.05 Notices. Unless   otherwise specifically provided therein, any notice or other communication   herein required or permitted to be given shall be in writing and may be   personally served, or sent by confirmed telecopy transmission, nationally   recognized overnight courier service or United States mail and shall be   deemed to have been given when delivered in person or by said courier   service, or upon receipt of a confirmed telecopy transmission during normal   business hours or three (3) Business Days after deposit in the United   States mail (registered or certified, with postage prepaid and properly   addressed). Notices to the Lender pursuant to Article II hereof shall   not be effective until received by the Lender. For the purposes hereof, the   addresses of the parties hereto (until notice of a change thereof is   delivered as provided in this Section 10.05) shall be as set forth below   each party’s name on the signature pages hereof, or, as to each party,   at such other address as may be designated by such party in a written notice   to the other party, agreements, representations and warranties made herein   shall survive the execution and delivery of this Loan Agreement and the other   Loan Documents and the making and repayment of the Loans hereunder. A failure   to send the requisite copies does not invalidate an otherwise properly sent   notice to the Co-Borrowers and/or the Lender. 56 [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 10.06   Survival of Warranties and Agreements. All agreements, representations and   warranties made herein shall survive the execution and delivery of this Loan   Agreement and the other Loan Documents, all in accordance with   Section 4.02 hereof. Section 10.07 Marshaling; Recourse to   Security; Payments Set Aside. The Lender shall not be under any obligation to   marshal any assets in favor of the Co-Borrowers or any other Person or   against or in payment of any or all of the Obligations. Recourse to the   Collateral shall not be required at any time. To the extent that the   Co-Borrowers make a payment or payments to the Lender, or the Lender enforces   its rights and remedies under the Loan Documents or exercises its right of   setoff, and such payment or payments or the proceeds of such enforcement or   setoff or any part thereof are subsequently invalidated, declared to be   fraudulent or preferential, set aside and/or required to be repaid to a   trustee, receiver or any other party under any bankruptcy law, state or   federal law, common law or equitable cause, then to the extent of such   recovery, the obligation or part thereof originally intended to be satisfied,   and all Liens, right and remedies therefor (to the extent permissible and   practicable under the law and the circumstances), shall be revived and   continued in full force and effect as if such payment had not been made or   such enforcement or setoff and not occurred. Section 10.08   Severatillity. In case any provision in or obligation under this Loan   Agreement or the other Loan Documents shall be held to be invalid, illegal or   unenforceable in any jurisdiction, the validity, legality and enforceability   of the remaining provisions or obligations under the Loan Agreement or the   other Loan Documents, shall not in any way be affected or impaired thereby.   The invalidating, illegality or unenforceability of a particular provision in   a particular jurisdiction shall not render such provision invalid, illegal or   unenforceable in any other jurisdiction. Section 10.09 Governing Law.   This Loan Agreement and the rights and obligations of the parties hereunder   shall be construed, interpreted, enforced and governed by the laws of the   State of New Jersey, excluding the laws applicable to conflicts and choice of   laws. Section 10.10 Successors and Assigns. This Loan Agreement and the   other Loan Documents shall be binding upon the parties hereto and their   respective successors and assigns. The Co-Borrowers’ Obligations hereunder,   may not be assigned to any Person without the prior express written consent   of the Lender. The Lender may assign, transfer, sell, participate or convey   all or any part of the Loan Facility to any Person without the consent of the   Co-Borrowers. The Lender agrees to promptly notify the Co- Borrowers in   writing of any sale or participation by the Lender of all or any part of the   Loan Facility. Section 10.11 CONSENT TO JURISDICTION AND SERVICE OF   PROCESS. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE CO-BORROWERS   WITH RESPECT TO THIS LOAN AGREEMENT AND THE NOTE MAY BE BROUGHT IN ANY   STATE COURT OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW JERSEY,   AND BY EXECUTION AND DELIVERY OF THIS LOAN AGREEMENT, EACH OF THE   CO-BORROWERS ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,   GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID   COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED   THEREBY IN CONNECTION WITH THIS LOAN AGREEMENT AND THE NOTE FROM WHICH NO   APPEAL HAS BEEN TAKEN OR IS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED UNDER   LAW, THE CO- BORROWERS IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY   OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING   OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS   NOTICE ADDRESS SPECIFIED ON THE SIGNATURE PAGES HEREOF, SUCH SERVICE TO   BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. THE 57 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










CO-BORROWERS   AND THE LENDER IRREVOCABLY WAIVE ANY OBJECTION (INCLUDING WITHOUT LIMITATION,   ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON   CONVENIENT) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY   SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER   LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN SHALL   AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.   Section 10.12 Counterparts; Effectiveness; Inconsistencies. This Loan   Agreement and any amendments, waivers, consents, or supplements may be   executed in counterparts, each of which when so executed and delivered shall   be deemed an original, but all such counterparts together shall constitute   but one and the same instrument. This Loan Agreement and each of the other   Loan Documents shall be construed to the extent reasonable to be consistent   one with the other, but to the extent that the terms and conditions of this   Loan Agreement are actually inconsistent with the terms and conditions of any   other Loan Documents, this Loan Agreement shall govern. Section 10.13   Construction. The parties acknowledge that each party and its counsel have   reviewed and revised this Loan Agreement and that the normal rule of   construction to the effect that any ambiguities are to be resolved against   the drafting party shall not be employed in the interpretation of this Loan   Agreement or any amendments or exhibits hereto. Section 10.14 Entire   Agreement/Integration Clause. This Loan Agreement, taken together with all of   the other Loan Documents and all certificates and other documents delivered   by the Co- Borrowers or any other Person to the Lender in connection with the   Loan Facility, is intended by the parties as the final, complete and   exclusive statement of the transactions evidenced by this Loan Agreement and   the other Loan Documents. All prior or contemporaneous promises, agreements   and understandings, whether oral or written, are deemed to be superseded by   this Loan Agreement and the other Loan Documents, and no party is relying on   any promise, agreement or understanding not set forth in this Loan Agreement   or in the other Loan Documents. Section 10.15 Lender’s Right to Pledge   and/or Assign Loan Documents to Federal Reserve Banks. The Lender may at any   time pledge or assign all or any portion of its rights under the Loan   Documents, including any portion of the Note, to any of the twelve (12)   Federal Reserve Banks organized under Section 4 of the Federal Reserve   Act, 12 U.S.C. §341. No such pledge or assignment or enforcement thereof   shall release the Lender from its obligations under any of the Loan   Documents. Section 10.16 Right to Sell a Portion of the Loans to a Third   Party; Right to Sell a Portion of the Loans to a Prospective Participant.   (i) The Lender shall have the unrestricted right at any time and from   time to time, and without the consent of or notice to the Co-Borrowers, to   grant to one or more lenders or other financial institutions participating   interests in such Lender’s obligation to lend hereunder and to any and all of   the Loans held by the Lender hereunder or under the other Loan Documents. In   the event of any such grant by the Lender of a participating interest to any   such participating lender or financial institution, whether or not upon   notice to the Co-Borrowers, the Lender shall remain responsible for the   performance of its obligations hereunder, and the Co-Borrowers shall continue   to deal directly with the Lender in connection with the Lender’s rights and   obligations hereunder and under the other Loan Documents. The Lender may   furnish any information concerning the Co-Borrowers and any collateral in its   possession from time to time to prospective participating lenders or other   financial institutions; provided that the Lender shall require any such   prospective participating lender or financial institution to agree in writing   to maintain the confidentiality of such information pursuant to the terms,   conditions, and provisions of this Loan Agreement. 58 [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(ii) The Lender   shall further have the unrestricted right at any time or from time to time,   and without the consent of or notice to the Co-Borrowers, to assign all or   any portion of its respective rights and obligations hereunder to one or more   lenders or other financial institutions (hereinafter each referred to as an   “Assignee”), and the Co-Borrowers hereby further agrees that it shall   execute, or cause to be executed, such documents, including without   limitation, amendments to this Loan Agreement and to any other documents,   instruments and agreements executed in connection herewith as the Lender   shall deem reasonably necessary to effect the foregoing. In addition, at the   request of the Lender and any such Assignee, the Co-Borrowers shall issue one   or more new promissory notes, as applicable, to any such Assignee and, if the   Lender has retained any of its rights and obligations hereunder following   such assignment, to the Lender, which new promissory notes shall be issued in   replacement of, but not in discharge of, the liability evidenced by the   promissory note held by the Lender prior to such assignment and shall reflect   the amount of the respective Loans held by such Assignee and the Lender after   giving effect to such assignment. Upon the execution and delivery of   appropriate assignment documentation, amendments and any other documentation   required by the Lender in connection with such assignment, and the payment by   Assignee of the purchase price agreed to by the Lender, and such Assignee,   such Assignee shall be a party to this Loan Agreement and shall have all of   the rights and obligations of the Lender hereunder (and under any and all   other guaranties, documents, instruments and agreements executed in   connection herewith) to the extent that such rights and obligations have been   assigned by the Lender pursuant to the assignment documentation between the   Lender and such Assignee, and the Lender shall be released from its   obligations hereunder and thereunder to a corresponding extent. The Lender   may furnish any information concerning the Co-Borrowers in its possession   from time to time to prospective Assignees; provided that the Lender shall   require any such prospective Assignees to agree in writing to maintain the   confidentiality of such information pursuant to the terms, conditions, and   provisions of this Loan Agreement. Section 10.17 Replacement of Lost   Promissory Note or Collateral Documents. Upon receipt of a sworn affidavit of   an authorized officer of the Lender as to the loss, theft, destruction or mutilation   of the Note and/or the Collateral Documents which is not of public record,   and, in the case of such loss, theft, destruction or mutilation, upon   cancellation of such Note and/or Collateral Documents, the Co-Borrowers shall   issue for the benefit of the Lender, in lieu thereof; a replacement Note   and/or Collateral Document in the same principal amount thereof and otherwise   of like tenor. In the event that any original Note and/or Collateral Document   is found subsequent to the execution and delivery of any replacement Note   and/or Collateral Document pursuant to the terms, conditions and provisions   of this Section 10.17, the Co-Borrowers and the Lender hereby agree that   such original Note and/or Collateral Document shall be destroyed and that   such replacement Note and/or Collateral Document shall remain as the document   which governs and controls; provided that no such destruction of the original   Note and/or Collateral Document shall in any way impact, lessen, cancel or   otherwise affect the validity of the replacement of such Note and/or   Collateral Document. Section 10.18 Rialit of Setoff (Conditional). The   Co-Borrowers hereby grant to the Lender, a continuing lien, security interest   and right of setoff as security for all Obligations owed to the Lender,   whether now existing or hereafter arising, upon and against all Collateral   now or hereafter in the possession, custody, safekeeping or control of the   Lender or any entity under the control of Citibank, N.A. and its successors   and assigns, or in transit to any of them. At any time after the occurrence   and during the continuance of an Event of Default, without demand or notice   (any such notice being hereby expressly waived by each of the Co-Borrowers),   the Lender may setoff the same or any part thereof and apply the same to any   Obligation of the Co-Borrowers even though unmatured and regardless of the   adequacy of any other Collateral securing the Loan Facility. ANY AND ALL   RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT   TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN FACILITIES, PRIOR TO   EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS, 59   [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










COLLATERAL OR   OTHER PROPERTY OF THE CO-BORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND   INTENTIONALLY IRREVOCABLY WAIVED. Section 10.19 Status of Parties. The   relationship between the Lender and the Co-Borrowers is solely that of lender   and borrowers. The Lender has no fiduciary or other special relationship with   or duty to the Co-Borrowers and none is created by the Loan Documents.   Nothing contained in the Loan Documents, and no action taken or omitted   pursuant to the Loan Documents, is intended or shall be construed to create   any partnership, joint venture, association, or special relationship between   the Co- Borrowers and the Lender or in any way make the Lender a co-principal   with the Co-Borrowers. In no event shall the Lender’s rights and interests   under the Loan Documents be construed to give the Lender the right to   control, or be deemed to indicate that the Lender is in control of, the   business, properties, management or operations of the Co-Borrowers.   Section 10.20 JOINT AND SEVERAL OBLIGATIONS; MAXIMUM LIABILITY. THE   CO-BORROWERS HEREBY COVENANT AND AGREE THAT: (i) they are jointly and   severally liable for all of the Obligations and each Co- Borrower expressly   understands, agrees, and acknowledges that (a) the Co-Borrowers are   affiliates by common direct or indirect ownership, (b) each Co-Borrower   desires to have the availability of one common credit facility instead of   separate credit facilities, (c) each Co-Borrower has requested that the   Lender extend such a common credit facility on the terms provided in this   Loan Agreement and in the other Loan Documents, (d) the Lender will be   lending against, and relying on a lien upon, all of the Collateral even   though all of the proceeds of the Loan may not be advanced directly to a   particular Co- Borrower, (e) each Co-Borrower will nonetheless benefit   by the advance of all of the proceeds of the Loan Facility by the Lender and   the availability of a single credit facility of a size greater than each   could independently warrant, and (f) no Co-Borrower would be able to   obtain the credit provided by the Lender hereunder without the financial   support provided by the other Co-Borrowers; and (ii) each of the   Co-Borrower’s obligations hereunder shall be unconditional irrespective of:   (a) the validity or enforceability of the Obligations of any other   Co-Borrower under this Loan Agreement or any of the other Loan Documents;   (b) the absence of any attempt to collect the Obligations from any other   Co-Borrower, or any other security therefor, or the absence of any other   action to enforce same; (c) the waiver, consent, extension, forbearance,   or granting of any indulgence by the Lender with respect to any of the terms,   conditions, or provisions of this Loan Agreement or any of the other Loan   Documents as against any other Co-Borrower; (d) the failure by the   Lender to take any steps to perfect and maintain its security interest in, or   to preserve its rights to, any Collateral for the Obligations with respect to   any other Co-Borrower; (e) the Lender’s election in any proceeding   instituted under the Bankruptcy Code of the application of   Section 111(b)(2) of the Bankruptcy Code; (f) any borrowing or   grant of a security interest by any other Co-Borrower, as   debtor-in-possession under Section 364 of the Bankruptcy Code;   (g) the disallowance of all or any portion of the Lender’s claim(s) for   the repayment of the Obligations from any other Co-Borrower under   Section 502 of the Bankruptcy Code; or (h) any other circumstances   that might constitute a legal or equitable discharge or defense of any other   Co-Borrower (other than the actual indefeasible payment in full in cash of   the Obligations); and (iii) with respect to any Co-Borrower’s Obligations   arising as a result of the joint and several liability of the Co-Borrowers   for the Loan under the Note with respect to all advances or other extensions   of credit made to any of the other Co-Borrowers hereunder, each of the   Co-Borrowers hereby waives, until the Obligations shall have been   indefeasibly repaid in full and this Loan Agreement and the other Loan   Documents shall have been cancelled and terminated, any right to enforce any   right of subrogation or any remedy that the Lender now has or may hereafter   have against any other Co-Borrower or any endorser of all or any portion of   the Obligations, and any benefit of, and right to participate in, any 60   [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










security or   collateral given to the Lender to secure the repayment of the Obligations or   any other liability or obligation of any Co-Borrower to the Lender. Upon the   occurrence and during the continuance of any Event of Default, the Lender may   proceed directly and immediately, without notice, against any Co- Borrower to   collect and recover the full amount, or any portion of, the Obligations   without first proceeding against any other Co-Borrower or any other Person or   against any security or collateral for the Obligations, each Co-Borrower   hereby agreeing that the Lender shall be under no obligation to marshal any   assets in favor of any Co-Borrower or against or in payment of any or all of   the Obligations; and (iv) it is intended by the Co-Borrowers and the Lender   that the terms, conditions, and provisions of this Loan Agreement are   severable, and that the joint and several nature of the liability of each   Co-Borrower for the Obligations not constitute a fraudulent conveyance under   the Uniform Fraudulent Transfer Act, as in effect from time to time   (hereinafter referred to as the “UFTA”), the Uniform Fraudulent Conveyance   Act, as in effect from time to time (hereinafter referred to as the “UFCA”),   or Section 548 of the Bankruptcy Code, or as a fraudulent conveyance or   fraudulent transfer under the applicable provisions of any other state or   Federal bankruptcy, insolvency, fraudulent transfer or conveyance, liquidation,   conservatorship, moratorium, rearrangement, receivership, reorganization,   debtor relief, or other law affecting the rights of creditors generally   (hereinafter collectively referred to as “Debtor Relief Laws”) and that, in   any action or proceeding involving any Debtor Relief Laws: (a) if any clause   or provision of this Loan Agreement shall be held invalid or unenforceable in   whole or in part in any jurisdiction, then such invalidity or   unenforceability shall affect only such clause or provision, or part thereof,   in such jurisdiction and shall not in any manner affect such clause or   provision in any other jurisdiction, or any other clause or provision in this   Loan Agreement in any jurisdiction; and (b) if all or any portion of   (1) the Obligations or (2) any security interest in any Collateral   granted by any Co-Borrower in favor or for the benefit of the Lender in   connection with the Obligations is held or determined to be void, invalid, or   unenforceable against any Co-Borrower as a fraudulent conveyance or fraudulent   transfer on account of or as a result of the amount of such Co- Borrower’s   aggregate liability under the Loan, then, notwithstanding any other term,   condition, or provision of this Loan Agreement or any other Loan Document to   the contrary, the aggregate amount of such liability shall be, without any   further action by the Lender, the Co-Borrowers, or any other Person,   automatically limited and reduced to the highest amount which is valid and   enforceable against such Co- Borrower as determined in such action or   proceeding to not constitute such a fraudulent conveyance or fraudulent   transfer, which amount (without limiting the generality of the foregoing) may   be an amount which is not greater than the greatest of: (A) the fair   consideration actually received by such Co-Borrower under the terms of and as   a result of the Loan, including, without limiting the generality of the   foregoing, and to the extent not inconsistent with applicable Federal and   state law affecting the enforceability of notes generally, distributions or   advances made to one or more of the Co- Borrowers with the proceeds of the   credit extended hereunder in exchange for its execution and delivery of this   Loan Agreement and the other Loan Documents; or (B) the excess of   (x) the amount of the fair saleable value of the assets of such   Co-Borrower as of the date of this Loan Agreement as determined in accordance   with applicable Federal and state law governing determinations of the   insolvency of debtors as in effect on the date thereof over (y) the amount   of all liabilities of such Co-Borrower as of the date of this Loan Agreement,   also as determined on the basis of applicable Federal and state law governing   the insolvency of debtors as in effect on the date thereof; or 61 [SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










(C) the maximum   amount of liability under the Loan which could be asserted against such   Co-Borrower hereunder without (x) rendering such Co-Borrower “insolvent”   within the meaning of Section 101(31) of the Bankruptcy Code,   Section 2 of the UFTA, or Section 2 of the UFCA, (y) leaving   such Co-Borrower with unreasonably small capital or assets, within the   meaning of Section 548 of the Federal Bankruptcy Code, Section 4 of   the UFTA, or Section 5 of the UFCA, or (z) leaving such Co-Borrower   unable to pay its debts as they become due within the meaning of   Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or   Section 5 of the UFCA. (v) if (a) any court of competent jurisdiction   holds that the Co-Borrowers are guarantors and not jointly and severally   liable for the Loan or (b) bankruptcy or reorganization proceedings at   any time are instituted by or against any Co-Borrower under any Debtor Relief   Laws, each Co-Borrower hereby: (1) until indefeasible payment in full in   cash of the Obligations, hereby expressly and irrevocably waives, to the   fullest extent possible, on behalf of such Co-Borrower, any and all rights at   law or in equity to subrogation, to reimbursement, to exoneration, to   contribution, to indemnification, to set off or to any other rights that   could accrue to a surety against a principal, to a guarantor against a maker   or obligor, to an accommodation party against the party accommodated, to a   holder or transferee against a maker, or to the holder of a claim against any   Person, and that such Co-Borrower may have or hereafter acquire against any   Person in connection with or as a result of such Co-Borrower’s execution,   delivery, and/or performance of this Loan Agreement or any of the other Loan Documents   to which such Co-Borrower is a party or otherwise; (2) expressly and   irrevocably waives any “claim” (as such term is defined in the Bankruptcy   Code) of any kind against any other Co-Borrower, and further agrees that it   shall not have or assert any such rights against any Person (including any   surety), either directly or as an attempted set off to any action commenced   against such Co-Borrower by the Lender or any other Person; and   (3) acknowledges and agrees (A) that this waiver is intended to   benefit the Lender and shall not limit or otherwise affect such Co-Borrower’s   liability hereunder or the enforceability of this Loan Agreement or any of   the other Loan Documents, and (B) that the Lender and their successors   and assigns are intended beneficiaries of this waiver, and the agreements set   forth in this Section 10.20 and their rights under this   Section 10.20 shall survive payment in full of the Obligations; and (vi)   in the event the obligations of any Co-Borrower in connection with the Loan   or any of the other Loan Documents are held or determined to be void,   invalid, or unenforceable, in whole or in part, such holding or determination   shall not impair or affect (a) the validity and enforceability of this   Loan Agreement or any of the other Loan Documents or the Obligations against   any other Co-Borrower or obligor, which validity and enforceability shall   continue in full force and effect in accordance with the terms hereof; or   (b) the validity and enforceability of any clause or provision not so held   to be void, invalid or unenforceable as against the Co-Borrowers; and (vii)   to the extent that any payment to, or realization by, the Lender on the   Obligations exceeds the limitations of this Section 10.20 and is   otherwise subject to avoidance and recovery in any such proceeding, the   amount subject to avoidance shall in all events be limited to the amount by   which such actual payment or realization exceeds such limitation, and this   Loan Agreement and the other Loan Documents as limited shall in all events   remain in full force and effect and be fully enforceable against each   Co-Borrower. This Section 10.20 is intended solely to reserve the rights   of the Lender hereunder against each Co-Borrower, in such proceeding to the   maximum extent permitted by applicable Debtor Relief Laws and/or other   applicable laws and none of the Co-Borrowers, any guarantor of the   Obligations, or any other Person shall have any right, claim, or defense   under this Section 10.20 that would not otherwise be available under   applicable Debtor Relief Laws and/or other applicable laws in such   proceeding. 62 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]


    




 










Section 10.21   Credit Support Document. This Loan Agreement is intended to act (i) as a   “Credit Support Document” (as such term is defined in the Hedging Agreement),   with respect to the Co- Borrowers and is hereby made a part of the “Schedule”   (as such term is defined in the Hedging Agreement) of the Hedging Agreement,   which such Hedging Agreement includes the Schedules thereto and all   “Confirmations” (as such term is defined in the Hedging Agreement) exchanged   between the parties confirming transactions thereunder, and (ii) as a   “transfer” under a swap agreement made by or to a swap participant, in   connection with a swap agreement, within the meaning of   Section 546(g) of the Bankruptcy Code. [REMAINDER OF PAGE   INTENTIONALLY LEFT BLANK] 63 [SECOND AMENDED AND RESTATED REVOLVING CREDIT   LOAN AGREEMENT]


    




 










IN WITNESS   WHEREOF, the parties hereto have caused this Loan Agreement to be executed   and delivered by their proper and duly authorized corporate officers as   appropriate all on the day and year first hereinabove written. CO-BORROWERS: WAYSIDE   TECHNOLOGY GROUP, INC., a Delaware corporation BY: Michael Vesey Chief   Financial Officer LIFEBOAT DISTRIBUTION, INC., a Delaware corporation BY: Michael   Vesey Chief Financial Officer TECHXTEND, INC., a Delaware corporation BY: Michael   Vesey Chief Financial Officer PROGRAMMER'S PARADISE, INC., a Delaware corporation   BY: Michael Vesey Chief Financial Officer ISP INTERNATIONAL SOFTWARE PARTNERS   INC., a Delaware corporation BY: Michael Vesey Chief Financial Officer Co-Borrowers'   Notice Address: Wayside Technology Group, Inc. 4 Industrial Way, 3rd Floor Eatontown,   New Jersey 07724 Attention: Mr. Michael Vesey Chief Financial Officer Telecopy   No.: (732) 389-1207] With a copy to: McCarter & English, LLP Two Tower   Center Boulevard, 24th Floor East Brunswick, New Jersey 08816 Attention:   David J. Sorin, Esq. Telecopy No.: (732) 352-7751


    




 










LENDER: Lender's   Notice Address: Citibank, N.A. 99 Wood Avenue South, 2nd Floor Iselin, New   Jersey 08830 Attention: Mr. Craig Heal Senior Vice President Telecopy No.:   (732) 650-3622 With a copy to: Reed Smith LLP Princeton Forrestal Village 136   Main Street, Suite 250 Princeton, New Jersey 08540 Attention: Nicholas J.   Valvanis, Esq. Telecopy No.: (609) 951-0824 CITIBANK, N.A. BY: Craig Heal Senior   Vice President


    




 










SCHEDULE   1.01(E) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP,INC., LTFEBOAT DISTRIBUTION, INC., TECHXTEND,INC., PROGRAMMER'S   PARADISE,INC., AND ISP INTERNATIONAL SOFTWARE PARTNERS, INC., AS THE   CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER, DATED NOVEMBER 15, 2017 Eurodollar   Affiliates None


    




 










SCHEDULE   1.01(P) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP,INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC., PROGRAMMER'S   PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE PARTNERS, INC., AS THE   CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER, DATED NOVEMBER 15, 2017 Permitted   Encumbrances None


    




 










SCHEDULE   4.01(i) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP,INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC., PROGRAMMER' S   PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE PARTNERS,INC., AS THE   CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER, DATED NOVEMBER 15 ,2017 Organization:   Corporate Powers 1. Lifeboat Distribution, Inc. is unable to obtain a   certificate of good standing from the State of New Jersey, but is in the   process of obtaining a tax clearance certificate from the State of New Jersey   which will permit it to obtain a certificate of good standing from the State   of New Jersey. 2. None of the Co-Borrowers are qualified to do business as a   foreign corporation in the States of Arizona, Florida, and Texas.


    




 










SCHEDULE   4.01(vii) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP,INC., LIFEBOAT DISTRIBUTION, NC., TECHXTEND, INC., PROGRAMMER'S   PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE PARTNERS, INC., AS THE   CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER, DATED NOVEMBER 15 ,2017 Pending   Actions, Suits, Proceedings, Governmental Investigations or Arbitrations None


    




 










SCHEDULE   4.01(ix) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER 15, 2017 Payment of Taxes In October 2017, Lifeboat   Distribution, Inc. filed its past due annual reports with the State of   New Jersey.


    




 










SCHEDULE   4.01(xv) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER 15, 2017 Patents, Trademarks, Permits, Etc. See attached


    




 










U.S. Trademark   Applications Filing Date Serial No. 5/5/2017 87/438,267 PROG0780US TECHXTEND   and Design File No. Mark U.S. Trademark Registrations File No. Mark Issue   Date Reg. No. PROG0750US DOING IT DIFFERENTLY 7/18/2017 5,247,866 PROG0690US   FOLLOW THE WIRE 9/5/2017 5,282,177 PROG0270US LIFEBOAT 12/29/1998 2,214,071   PROG0720US LIFEBOAT Stylized (Color) 11/29/2016 5,091,252 PROG0590US LIFEBOAT   DISTRIBUTION and Design 3/27/2007 3,222,088 PROG0700US LIFEBOAT DISTRIBUTION   Stylized (Color) 12/13/2016 5,100,454 PROG0710US LIFEBOAT DISTRIBUTION   Stylized (Monochrome) 12/13/2016 5,100,455 PROG0730US LIFEBOAT Stylized   (Monochrome) 11/29/2016 5,091,253 PROG0003US Man on Island Design 12/12/1989   1,571,423 PROG0002US PROGRAMMER’S PARADISE 12/26/1989 1,574,038 PROG0490US   RIDING THE CREST 9/18/2001 2,490,460 PROG0580US TECHXTEND 6/24/2008 3,455,456   PROG0680US TECHXTEND and Design 2/18/2014 4,484,752 PROG0600US WAYSIDE   TECHNOLOGY GROUP 2/26/2008 3,390,077 PROG0620US WAYSIDE TECHNOLOGY GROUP and   design 12/16/2008 3,548,356 PROG0740US WE LOVE WHAT WE DO 5/30/2017 5,213,012   Foreign Trademark Applications File No. Mark State Filing Date Serial No.   PROG0780CA TECHXTEND and Design Canada 5/17/2017 1,838,048 PROG0760JP   LIFEBOAT (in Katakana) Japan 3/30/2017 2017-43296 Foreign Trademark   Registrations File No. Mark State Issue Date Reg. No. PROG0550CA   HARDWAREPARADISE.CA Canada 11/1/2005 TMA651,990 PROG0270CA LIFEBOAT Canada   10/23/2000 TMA535,396 PROG0660EC LIFEBOAT DISTRIBUTION European 7/5/2010   8,814,171 Union PROG0590CA LIFEBOAT DISTRIBUTION and Design Canada 10/2/2007   TMA697,963


    




 










PROG0030IL Man   on Island Design Israel 9/29/1997 115,100 PROG0002CA PROGRAMMER’S PARADISE   Canada 11/28/1996 TMA466,530 PROG0020IL PROGRAMMER’S PARADISE Israel 9/29/1997   115,099 PROG0580CA TECHXTEND Canada 3/3/2009 TMA735,570 PROG0680CA TECHXTEND   and Design Canada 4/23/2015 TMA901,806 PROG0610CA TECHXTEND (stylized) Canada   6/3/2009 TMA741,380 PROG0600CA WAYSIDE TECHNOLOGY GROUP Canada 4/27/2009   TMA738,853 PROG0620CA WAYSIDE TECHNOLOGY GROUP and design Canada 4/28/2009   TMA738,934


    




 










SCHEDULE   4.0l(xvii) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED   AND RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER IS 15, 2017 ERISA Wayside Technology Group, Inc.   401(k) Plan


    




 










SCHEDULE 4.01(xxi)   ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, NA., AS THE LENDER,   DATED NOVEMBER 15, 2017 Existing Insurance Policies, Programs and Claims   See attached.


    




 










 



(1) Coverage   (2) Limit (3) Policy # (4) Policy Period (5) Premium Package Transportation   Insurance Company — C.N.A Loc #1 - 284 Old Deal Road, I Eatontown, NJ   Business Personal Property $3,010,000 Business Income! Extra Expense$100,000   Loc #2 - 116 & 118 Westwind Terrace/6402 E. Superstition Springs Blvd.   Mesa, AZ Business Personal Property $100,000 Business Income/ Extra Expense   $100,000 Loc# 4 — 4 Industrial Way, Eatontown. NJ 07724 Business Personal   Property $3,100,000 Business Income/ Extra Expense $3,000,000 6014041044   06/2312017-18 $23,212 Page 1


    




 











(1) Coverage   (2) Limit (3) Policy # (4) Policy Period (5) Premium General Liability   Coverage Transportation Insurance Company — CAA Each Occurrence: $1,000,000   General Aggregate: $2,000.000 Products and Completed Operations: $2,000,000   Personal and Advertising Injury: $1,000,000 Damage to Premises Rented to You:   $1,000,000 Fire Legal: $1,000.000 Medical Expense: $15,000 Additional   Coverages Employee Benefits Limit Per Occ/Claim $1,000.000 Limit Aggregate   $2,000,000 Ded. per Occ/Claim $1,000 6014041044 06/23/2017-18 Included   Business Auto Transportation Insurance Company — C.N.A Liability Limb   $1,000,000 Uninsured Liability $1,000,000 2014 Maserati ZAM45VLA5E0078930   6014041027 06/23/2017-18 $3.376 Workers Compensation Transportation Insurance   Company — CNA Bodily Injury by Accident: $1,000,000 Bodily Injury by Disease-   policy limit $1,000,000 Bodily Injury by Disease — each employee: $1,000,000   WC614041030 06/23/2017-18 $25,364 Umbrella Coverage Each Occurrence:   $10,000,000 6014041013 06/23/2017-18 $7,070 Transportation Insurance Company   — Annual Aggregate: $10,000,000 C.N.A Crisis Management Expense: $300,000 Key   Employment Replacement Expense: $100,000 Self-Insured Retention: $10.000 Page   2


    




 











(1) (2)   Coverage Limit (3) Policy # (4) Policy Period (5) Premium Commercial Foreign   Coverages Continental Insurance Company Loc #: 1 - 3330 Ridgeway Drive. Unit   10, Mississauga Toronto ON M5C2W5 Business Personal Property: $350,000   Business Income: $50,000 Flood Sublimit: $100,000 Earthquake Sublimit:   $100,000 Loc#: 2 – Lifeboat Distribution Europe Hoogoorddreef 9, 1101 BA,   Amsterdam, Netherlands Business Personal Property: $50,000 Business Income:   $50,000 PST613775569 06/23/2017-18 $4,294 General Liability Coverage   (Foreign) Continental Insurance Company Each Occurrence: $1,000,000 General   Aggregate: $2,000,000 Products and Completed Operations: $2,000,000 Personal   and Advertising Injury: $1,000,000 Damage to Premises Rented By You:   $1,000,000 Fire Legal: $1,000,000 Medical Expense: $10,000 Additional   Coverages: Medical Expenses - Any One Accident $50,000 Employee Benefits   Liability: $1,000,000 PST613775569 06/2312017-18 Included Errors &   Omissions Coverage Navigators Specialty Insurance Company Aggregate:   $1,000,000 Each Claim: $1,000,000 Deductible: $5,000 COVERAGE FOR LIFEBOAT   ENTITY ONLY NY15MPL0510981C 06123/2017-18 53.218 Page 3


    




 











(1) (2)   Coverage Limit (31 (4) Policy # Policy Period (5) Premium Errors & Omissions   Coverage Axis Insurance Company Aggregate: $5,000,000 Each Claim: $1,000,000   Deductible: $5,000 COVERAGE FOR techXtend ENTITY ONLY MCN000242421701   4/15/17-18 $2,176 Directors & Officers Liability Coverage National Union   Fire Ins Co Pittsburgh Aggregate Limit: $10.000,00 Securities Retention:   $250,000 Employment Practices/ All other Losses Retention: $100,000   Continuity Date- Coverage D: 07/18/98 015653096 06123/2017-18 $68,790   Fiduciary Liability Coverage National Union Fire Ins Co Pittsburgh Limit-Each   Loss: $1,000,000 015653095 06/23/2017-18 $4,024 (r)Crime Coverage Zurich   American Insurance Company Aggregate $2,000,000 Employee Theft $2,000,000   Money Orders & Counterfeit Currency $2,000,000 Credit Card Forgery   $2,000,000 Investigative Expenses $25,000 Electronic Data or Computer   Programs Restoration Cost $100,000 Social Engineering $500,000 FID913397008   06/23/2017-18 $5,013 Cyber Liability Coverage National Union Fire Ins Co   Pittsburgh Each Limit-Each Loss $1,000,000 Security and Privacy Liability   $1,000,000 Reputation Guard $50,000 Regulatory Action Sublimit $1,000,000   Network Interruption $1,000,000 Cyber Extortion $1,000,000 015714327   06/23/2017-18 516,952 Excess Side A D&O Coverage Lloyds of London   Aggregate $5,000.000 FINMW1701397 9/8/17 — 6/23/18 $14,203 plus taxes Page 4


    




 









 



SCHEDULE   4.01(xxxi) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED   AND RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER 15 , 2017 Locations of Collateral 1. 4 Industrial Way, 3rd   Floor, Eatontown, New Jersey 07724 2. 284 Old Deal Road, Eatontown, New   Jersey 07724 3. 6402 East Superstition Springs Boulevard, Suite 116/118,   Mesa, Arizona 85206


    




 










SCHEDULE 6.05   ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER 15, 2017 Insurance Policies and Programs See Schedule   4.01(xxi).


    




 










SCHEDULE   7.01(iii) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER 15 , 2017 Permitted Existing Debt None


    




 










SCHEDULE 7.03 ATTACHED   TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED REVOLVING   CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY GROUP, INC.,   LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC., PROGRAMMER’S   PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE PARTNERS, INC., AS   THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER, DATED NOVEMBER 15 , 2017   Existing Loans and Investments I. Wayside holds approximately 14% of the   outstanding capital stock of Lunchnet Netherland BV (“Lunchnet”). 2. In   January 2017, M&R Holding BV, the majority shareholder of Lunchet,   issued a promissory note to Wayside in the initial principal amount of   $110,000 (the “Lunchnet Nile”). The Lunchnet Note is repayable over a three   year term and accrues interest at a rate of 5%.


    




 










SCHEDULE   7.10(i) ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER 15 , 2017 List of Existing Guaranties None


    




 










EXHIBIT “A”   ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY   GROUP, INC., LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC.,   PROGRAMMER’S PARADISE, INC., AND ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., AS THE CO-BORROWERS, AND CITIBANK, N.A., AS THE LENDER,   DATED NOVEMBER 15 , 2017 KeyBank Assignment Agreement See attached.


    




 










MASTER   ASSIGNMENT AGREEMENT This Master Assignment Agreement (as amended and   supplemented from time to time, together with all Exhibits and any Riders   attached hereto, the “Agreement”) is made to be effective as of September 5,   2017 (“Effective Date”) by and among KEY EQUIPMENT FINANCE, A DIVISION OF   KEYBANK NATIONAL ASSOCIATION (“KEF”), a national banking association, KEY   GOVERNMENT FINANCE, INC. (“KGF”), a Colorado corporation, and WAYSIDE   TECHNOLOGY GROUP, INC. (“Vendor”), a Delaware corporation. Unless   otherwise expressly designated, the term “KEY” shall mean KEF and KGF   collectively. Vendor may enter into tax leases, installment purchases, loans   or other types of financings (“Financings”) with state and local government   entities, 501(c)(3) nonprofit entities and commercial entities (each a   “Customer”) pursuant to which Vendor will finance the acquisition in the United   States of equipment and other personal property (“Equipment”), licenses to   use software and related proprietary information and related documentation   (“Software Licenses”) and certain related maintenance and other related   services purchased from third parties (the “Services”). The Equipment,   Software Licenses and Services are collectively called “Products”. If Vendor   wishes to have a Financing subject to this Agreement, Vendor will document   and originate Financings in its own name at its sole risk and expense on the   approved documents, the form of which are attached hereto as Exhibit 3.   After execution, delivery and commencement of a Financing, Vendor may wish   from time to time to sell, assign and transfer to KEY all right, title and   interest of Vendor in and to the Interests (as defined in   Section 1(b) below and set forth in a Specification of Interests)   pursuant to the terms and conditions of a Specification of Interests   (“Specification”), in the form of Exhibit 1 attached hereto. Financings   (a) in which the underlying user of the Product(s) is the federal   government or an agency or instrumentality of the federal government or   (b) involving a three party structure with a conduit issuer shall not be   assigned under this Agreement. In consideration of the mutual covenants set   forth herein, the parties agree as follows. 1. Conveyance; Consideration;   Interests. (a) In exchange for KEY’s payment of the consideration set forth   in the applicable Specification (“Consideration”), without the need for a   bill of sale unless expressly required in a Specification, effective as of   the transfer date set forth in the Specification (“Transfer Date”), Vendor   hereby sells, assigns, and transfers to KEY, on a non-recourse basis except   as otherwise provided herein, all of Vendor’s right, title and interest in   and to the Interests but none of Vendor’s obligations in and under the   Interests other than the obligation not to disturb the Customer’s quiet   enjoyment. KEY hereby accepts such sale, assignment, and transfer and KEY   shall be entitled to exercise all right, title and interest in and to the   Interests including, without limitation, billing, collecting and servicing   the account. Except as provided herein, KEY acknowledges and agrees that it   shall have no recourse against the Vendor (and Vendor shall have no liability   to KEY) if any Customer fails to make any payments under the Financing   Documents, and Vendor acknowledges that it may not prohibit an assignment,   pledge, sale, transfer or exchange of Key’s rights in the Interests (in compliance   with the terms of this Agreement). Nothing herein or otherwise arising shall   obligate KEY to purchase any Financings. If KEY has approved a Customer   credit application, the approval shall be effective for 90 days unless the   approval provides otherwise and shall be subject to no material adverse   change in the business, status, operations, financial condition or prospects   of the Vendor or Obligor (“MAC”). An “Obligor” means the Customer and any   guarantor with respect to a Financing. (b) The term “Interests” shall mean   all of Vendor’s right, title and interest in and to the Financing and all   Products financed thereby as described in the Specification, together with   all proceeds (cash and noncash) thereof arising from and after the Transfer   Date including, without limitation, (i) the Financing Documents (as   defined below) together with the right to receive any and all sums due and to   become due thereunder or recoverable in connection therewith including,   without limitation, insurance proceeds, condemnation proceeds, any residual   or reversionary interest in the Equipment or Software Licenses, and the right   to initiate and conclude claims and proceedings in connection therewith;   (ii) the Equipment and Software Licenses described in such Financing Documents;   (iii) any guaranty or other credit enhancement executed in connection   with the Financing Documents to the extent it relates to the Interests (each   a “Credit Enhancement”) including, without limitation, the right to receive   sums recoverable in connection therewith; and (iv) certain agreements   including,


    




 










without   limitation, bills of sale with the Product vendors, together with all   manufacturers’, suppliers’ and, if applicable, Vendor’s warranties with   respect to Equipment and Software Licenses (each a “Supplier Agreement”). The   term “Financing Documents” shall include the Financing, any Credit   Enhancement and such additional documentation executed or delivered in   connection with the Financing described in the Specification. The term “Transaction   Documents” shall mean the Financing Documents and related Supplier   Agreements. (c) The parties intend for each assignment of Interests to be a   complete sale to KEY, except as otherwise provided herein on a non-recourse   basis, of 100% of the Interests subject thereto and not a loan or extension   of credit by KEY to Vendor. If any assignment is found by a court of   competent authority to be other than a sale, in order to secure the   obligations of Vendor to KEY, (i) Vendor hereby grants to KEY a continuing   first priority security interest in all right, title and interest of Vendor   in and to the Interests, (ii) the Specification shall be deemed to be a   security agreement, and (iii) KEY shall have the rights and remedies of   a secured party under the Uniform Commercial Code (“UCC”) and other   applicable law. KEY shall be entitled to file UCC financing statements naming   Vendor as debtor/assignor and KEY as secured party/assignee with respect to   the Interests, and Vendor shall cooperate with KEY in perfecting and   foreclosing this security interest against Vendor and competing creditors   including, without limitation, in obtaining any required signatures, lien   searches, waivers and subordination agreements. (d) KEY may at all reasonable   times, after giving Vendor 10 days prior written notice, inspect and audit   such of Vendor’s books and records as are directly relevant to the   Interests,; provided that Vendor shall not be obligated under this   Section 1.1(d) to provide any information the disclosure of which   would adversely affect the attorney- client privilege between Vendor and its   counsel. All confidential information provided pursuant to this Agreement   shall be subject to the confidentiality agreement dated July 5, 2017   between the parties. 2. Delivery of Documents. (a) For each   Specification, Vendor shall deliver to KEY on or before the Transfer Date,   the Specification, the Transaction Documents set forth in the Specification   including, but not limited to, the following: (i) The executed chattel paper   original of the Financing; (ii) Certified true, correct and complete copies   of the other Financing Documents including, without limitation, a certificate   of delivery and acceptance, and all other Transaction Documents set forth in   the Specification; (iii) If requested by KEY, a copy Vendor’s or the   supplier’s invoice correctly showing all applicable Products and the cost   thereof and a bill of sale; (iv) A Notice of Assignment (“Notice”) duly   executed by Vendor in the forms similar to the samples attached hereto as Exhibit 2;   (v) Satisfactory evidence that UCC-1 financing statements have been timely   and property filed against the Customer; (vi) A UCC-3 financing statement   executed by Vendor as secured party or a notation on the UCC-1 financing   statement in either case naming KEY as assignee, assigning to KEY all   financing statements filed in favor of Vendor with respect to the to   Financing; (vii) Such documents and instruments as are reasonably required to   assign to KEY any warranties under the Supplier Agreements solely to the   extent applicable to the Equipment; and (viii) Such other documents and   instruments as are reasonably required by KEY. (b) If KEY receives a   certified copy of an original document and is required to produce the   original of any such document to exercise any rights or remedies or to   protect its interests, Vendor shall, within 5 business days of a written   request by KEY, provide KEY with the original of such document. 3.   Representations, Warranties and Covenants of Vendor as to the Transaction   Documents. (a) With respect to each Specification that Vendor executes   and presents to KEY, Vendor represents, warrants and covenants, effective on   the date on which Vendor executes such Specification and on the Transfer   Date, as follows: (i) Each of the Transaction Documents to which the Vendor   is a party has been duly and validly authorized, executed and delivered by   Vendor, is in full force and effect, and constitutes legal, valid and binding   obligations of Vendor enforceable against Vendor in accordance with their   terms, except as limited by applicable bankruptcy, insolvency,   reorganization, moratorium or similar laws affecting the enforcement of   creditors’ rights generally or as limited by laws relating to the   availability of specific performance, injunctive relief, or other equitable   remedies (“Enforceability Exception”).


    




 










(ii) Vendor Is   not in default of its obligations under the Financing Documents and Vendor   has no knowledge that any default or event that, with or without the giving   of notice or lapse of time or both, would become a default, has occurred   under the Financing Documents. (iii) The information set forth in the   Specification is true, correct and complete, the Transaction Documents   described in such Specification are all of the documents executed or   delivered to or by Vendor in connection with the Financing; there are no side   letters or agreements and the Transaction Documents constitute the entire   agreement of the parties thereto. (iv) Vendor has not encumbered, assigned or   pledged the Interests. (v) As to the parties to the Transaction Documents   other than the Vendor, the Transaction Documents (A) have been duly and   validly authorized, executed and delivered by such parties thereto;   (B) are in full force and effect with respect to such parties and   (C) constitute legal, valid and binding obligations of such parties,   subject to in the cases of subclause (B) and (C), the Enforceability   Exception; provided that if Vendor obtains an incumbency certificate on the   certificate with the Customer, this representation shall only be made to the   knowledge of Vendor. (vi) The Customer has executed only 1 original of the   Financing Documents and that sole original of the Financing Documents was   delivered to Vendor. (vii) Except as set forth in the Specification, no   security deposit or prepayment of scheduled periodic payments has been paid   to Vendor in connection with the Financing Documents; Vendor has not granted   and will not grant to any Obligor any allowance, credit memo or adjustment   and Vendor has not entered and will not enter into any settlement,   modification or amendment of the Financing Documents or any agreement   incorporated therein or relating thereto. (viii) The purchase price for the   Products has been paid in full or will be paid in full according to regular   credit terms with the supplier , and all required taxes and fees have been   paid in full or are being billed to the Customer or, if the Products are   located in a state in which the sale of a financing transaction triggers an   obligation to pay all taxes and fees at the time of the sale, the state taxes   and fees were not paid in full upon acquisition of the Products, but are   instead being billed to and paid by the Customer. (ix) Vendor has no   knowledge of any fact or circumstance that would give rise to a right to a   refund, set off, reduction, deduction, claim, counterclaim, defense or other   right a Customer or other Obligor may have against Vendor or KEY or any other   party with respect to the Financing Documents. (x) Vendor has no knowledge   that any of the Equipment or any Software Licenses (A) has not been   delivered to and accepted by Customer or is not in good working order and   suitable for Customer’s stated purpose in all material respects;   (B) with respect to the Equipment, is not in Customer’s possession and,   as to Software Licenses, available for Customer’s use at the location   specified in the Financing Documents; (C) with respect to any Software   license, is not available for Customer’s stated use and (D) has suffered   any casualty loss. (xi) Each Financing which incorporates the terms of a   master agreement is separate and severable from each other schedule executed   pursuant to the same master agreement and KEY may take enforcement action   independently of the owners or pledgees of schedules not assigned to KEY and   independently of the owners of equipment not covered .by the Specification.   (xii) No Obligor is affiliated with or related to Vendor. (xiii) Vendor has   no knowledge that any Obligor has suffered a MAC including, without limitation,   made any assignment for the benefit of creditors, has ceased to do business   as a going concern, has filed or had filed against it a petition under the   United States Bankruptcy Code or for appointment of a receiver, or has died,   dissolved or been disenfranchised. (xiv) Vendor either has title to the   Equipment or a first priority perfected security interest In the Equipment,   as applicable, free and clear of all claims, liens, charges and encumbrances   (“liens”) and Vendor has title to or the right to license all other   Interests, all of which are free and clear of all Liens (other than the   interest of the Customer under the Financing Documents). (xv) Vendor has   conveyed to KEY all Vendor’s right, title and interest in the Interests free   and clear of all Liens and Vendor has not knowingly taken any action, or to   the Vendors knowledge, failed to take any action and has no knowledge of any   existing fact, event, condition or circumstance that would prohibit or   prevent KEY from holding the Interests and enjoying the benefits thereof.   (xvi) To the extent Vendor Is a supplier or licensor of the Products, the   Products conform and will continue to conform to Vendor’s standard printed   warranty as defined in the terms and conditions of sale and any warranty   actually made to the Customer by Vendor; to the Vendor’s knowledge, conform   and will continue to conform to applicable law and, to the Vendor’s   knowledge, are and will continue to be free from material defects in   material, workmanship and design.


    




 










(xvii) Vendor   has complied and will continue to comply with and perform its obligations to   the Customer in connection with the Financing Documents, all written   specifications given connection with the Financing Documents and applicable   law. (xviii) To the extent, and only if the Vendor is obligated to provide   any Services to the Customer, during the term of each Financing,   (A) Vendor has and will provide Services at the times required in   accordance with its standard procedures for preventive and remedial   maintenance and support services, the terms of the Transaction Documents and   any other agreements with the Customer, good commercial practice in its   industry and applicable law; or (B) Vendor shall have caused or will   cause Services to be provided by its duly authorized representatives in   compliance with the standards set forth above and Vendor shall be responsible   for the performance of any such Services. (xix) To the extent Vendor is a   supplier or licensor of the Products, the Products and other Interests are,   to the knowledge of Vendor, free and clear of any claim that any part thereof   infringes a United States patent, registered design, trademark or copyright.   (xx) Except as expressly provided otherwise in a Specification, after the Transfer   Date of the Specification, as between KEY and Vendor, KEY shall be   responsible for billing, collecting and receiving all amounts payable under   the Financing Documents relative to the Interests. (xxi) It is acknowledged   and agreed that Vendor does not provide any Services and that all Services   are purchased from a third party service provider on a non-refundable and   non-cancelable basis. If a Customer defaults under or terminates the   Financing for any reason under which such Services have been financed by KEY   but not yet provided , Vendor shall rebate to KEY the unearned portion of the   Consideration for such Services together with Vendor’s calculation of the   rebate which shall be satisfactory to KEY, if and only to the extent that   Vendor receives any such amounts from the third party service provider. For   purposes of clarity, Vendor shall not be obligated to seek any refunds,   rebates or credits from such third party service provider and it shall not be   a breach of this Agreement, if it does not provide a rebate to KEY as   described in this Section 3(a)(xxi) because Vendor has not received   any amounts from such third party service provider. (xxii) So long as KEY   does not incur new obligations on behalf of the Vendor and to enable KEY to   realize the benefits associated with the Interests sold under a   Specification, Vendor authorizes KEY and irrevocably appoints KEY as Vendor’s   attorney-in-fact, with full power of substitution, to (A) bill, collect   and service the Financings in Vendor’s name including, without limitation,   making filings, registrations, amendments, releases, terminations, insurance   claims and other claims under the Financings, and (B) endorse, without   recourse, and collect in Vendor’s name all checks, drafts, other payment   orders and instruments representing or included in the Interests or   representing any payment relating to any Interests whether or not payable in   Vendor’s name. Nevertheless, KEY may at any time in its sole discretion act   in KEY’s own name and for KEY’s own account. 4. Representations, Warranties   and Covenants of Vendor as to Authority. (a) Vendor hereby warrants and   represents that, effective on the date on which Vendor executes this   Agreement, on the date on which Vendor executes each Specification and on   each Transfer Date as follows: (i) Vendor is duly organized and validly   existing with the power to execute and deliver this Agreement and each   Specification and to consummate the contemplated transactions. (ii) The   execution and performance of this Agreement, the Specification and the   Transaction Documents to which the Vendor is a party are in the ordinary   course of Vendor’s business and within the scope of its existing   organizational authority. (iii) Vendor has received no notice of any action,   suit or proceeding which might reasonably be expected to impair or brings   into question the validity or enforceability of this Agreement, the   Specification or any of the Transaction Documents to which the Vendor is a   party. (iv) No approval or consent from any governmental authority is required   for the execution, delivery or performance by Vendor of this Agreement, the   Specification or any of the Transaction Documents to which the Vendor is a   party or, if such approval is required, it has been obtained. (v) The   execution, delivery and performance by Vendor of this Agreement, the   Specification and the Transaction Documents to which the Vendor is a party do   not: (A) contravene any provision of law; (B) conflict with the   provisions of any agreement or instrument to which Vendor is a party or by   which it is bound; (C) result in the creation of any Liens upon the   Equipment, the Software Licenses or the Transaction Documents to which the   Vendor is a party; or (D) constitute a violation of the charter or   by-laws or other organizational documents of Vendor. (vi) This Agreement, the   Specification and each Transaction Document to which Vendor is a party   constitutes the legal, valid and binding obligation of Vendor enforceable   against Vendor in accordance with their terms, except as limited by the Enforceability   Exception.


    




 










(vii) For   purposes of Article 9 of the UCC, Vendor’s exact legal name,   organizational identification number, state of organization are as specified   in the introductory paragraph of this Agreement or in the Vendor’s signature   block below. (b) With respect to each Customer, Vendor further represents,   warrants and covenants to KEY that (i) Vendor has obtained all required   consents to access and furnish to KEY credit information on the Obligor;   (ii) Vendor has obtained all necessary consents authorizing KEY to fully   investigate the Obligor and to search out, obtain and share personal credit   bureau reports and other consumer and credit information from all sources,   public and private, during the continuation of the Obligor’s business   dealings with KEY; (HI) each individual identified as an Obligor is a   voluntary participant in the transaction and has given all required consents   as described in this Section 4(b) and (iv) Vendor has been in   compliance with all applicable laws and regulations with respect to the   actions described in this Section 4(b) including, but not limited   to, the Equal Credit Opportunity Act. (c) Vendor’s representations and   warranties shall survive the assignment of the Interests to KEY and   termination of this Agreement as to any Interests assigned on or before the   termination. 5. Vendor Indemnity. (a) Except as provided in a Specification   and except to the extent Vendor breaches any representation, warranty or   covenant herein or in a Specification, each assignment evidenced by a   Specification is without recourse to Vendor. (b) Notwithstanding any other   provision of this Agreement, Vendor will, at its own expense, indemnify and   defend KEY from and against, and will hold KEY harmless from any third party claims   and suits for any loss, cost, damage or expense, including, without   limitation, settlement payments, court costs and reasonable attorneys’ fees   (“Claims”), whether such Claims arise under a contract, tort or strict   liability theory or otherwise, resulting or arising from (I) the   installation, design, manufacture, warranty, possession, operation, use,   maintenance, repair or malfunction of the Products sold or assigned hereunder   but only to the extent Vendor is a manufacturer, supplier or licensor, (ii) any   terms or conditions contained in Financing Documents which are in error,   incomplete, illegal, unenforceable, or were not approved by KEY in advance,   (Hi) any undisclosed side agreements between Vendor and a Customer concerning   the Products or the Financing, and (iv) any Customer claims of express   or implied agency between Vendor and KEY arising out of Vendor’s   representations, documentation, acts or failures to act. Vendor shall keep   KEY informed of all related developments during the pendency of any action.   No settlement by Vendor shall be made of any Claim without provision for the   unconditional release of KEY from any Claim. Without affecting any of   Vendor’s liabilities or obligations hereunder or under any Specification, KEY   may agree with any Customer as to any modification, alteration, release,   compromise, extension, waiver, consent or other similar or dissimilar   indulgence of or with respect to any Financing, provided that KEY may not   settle any Claim or impose any liability or obligation on the Vendor without   the Vendor’s written consent. 6. Warranties and Representations of KEY as to   Authorization. Effective the date on which KEY executes this Agreement, on   the date on which KEY executes a Specification and on each Transfer Date, KEY   hereby warrants and represents as follows: (a) It is duly organized and   validly existing with the power to execute and deliver and to perform all of   its obligations under this Agreement, the Specification and each other   agreement executed and delivered to Vendor in connection herewith. (b) Its   execution of this Agreement, the Specification and each other agreement   executed and delivered to Vendor in connection herewith and therewith and its   consummation of the transactions contemplated hereunder and thereunder are in   the ordinary course of KEY’s business and within the scope of its existing   organizational authority. (c) It has received no written notice of any   action, suit or proceeding against it which might impair or bring into   question the validity of this Agreement or the Specification or any other   agreement executed and delivered to Vendor in connection herewith and   therewith. (d) No approval of, or consent from, any governmental authority is   required for the execution, delivery or performance by it of this Agreement   or the Specification or any other agreement executed and delivered in   connection herewith or therewith or, if such consent is required, it has been   obtained.


    




 










(e) The   execution, delivery and performance by it of this Agreement and the   Specification and any other agreement executed and delivered to Vendor in   connection herewith or therewith do not (i) contravene any provision of   law applicable to It; (ii) conflict with the provisions of any agreement   or instrument to which it is a party or by which it is bound; or   (iii) constitute a violation of its charter or by-laws or other   organizational documents. (f) This Agreement and the Specification and any   other agreement executed and delivered to Vendor in connection herewith or   therewith constitute the legal, valid and binding obligation of KEY   enforceable against KEY in accordance with their terms except as limited by   the Enforceability Exception. (g) It understands the Interest are being   offered and sold without registration under any securities laws and it is   acquiring the Interest solely for its own account and not with a view to   resale. (h) It is an “Accredited Investor” as defined in Rule 501 of   Regulation D of the Securities Exchange Act of 1933; it has independently and   without reliance upon Vendor conducted its own credit evaluation, reviewed   such information as it has deemed adequate and appropriate and made its own   analysis of the Transaction Documents; it has not relied upon any   investigation or analysis conducted by, advice or communication from, or any   warranty or representation by, Vendor or any agent or employee of Vendor,   express or implied, concerning the Financing, including, without limitation,   the financial condition of any Obligor or any of the Equipment or the value   thereof, or the tax or economic benefits of an investment in the Interests;   it has had (or acknowledges by its execution of any Specification, that it   will prior thereto have had) access to all financial and other information it   deems necessary to evaluate the merits and risks of an investment in the   Interests including the opportunity to ask questions, receive answers and   obtain additional information from Vendor and the Obligors necessary to   verify the accuracy of information provided. (i) It acknowledges that Vendor   takes no responsibility for and makes no representation or warranty regarding   any financial information regarding any Obligor furnished to KEY by Vendor.   (j) It or its authorized representatives acting on its behalf have such   knowledge and experience in business and financial matters necessary to   evaluate the merits and risks of a purchase of the Interests; it is   experienced in making investments in loan and lease transactions similar to   the Interests and it is financially able to undertake the risks involved in   such transactions. (k) It is not acquiring the Interests with the assets of   any “employee benefit plan” as defined in Section 3(3) of the   Employee Retirement Income Security Act of 1974, as amended, or any “plan”   within the meaning of Section 4975(e)(1) of the Internal Revenue   Code. KEY’s representations and warranties contained in subsections   (a) through (f) of this Section 6 shall survive the assignment   of the Interests to KEY and a termination of this Agreement as to any   Interests assigned on or before the termination. 7. Covenants of Vendor and   KEY. (a) Each party shall hold in trust and promptly remit to the other party   payments incorrectly received by such party and to which the other party is   entitled, and shall promptly remit to the other party all notices incorrectly   received by such party. (b) No party shall take any action that may   reasonably be anticipated to impair the rights of the other party (or its   permitted assignee or successor); provided, however, that the foregoing   covenant shall not require either party to obtain the consent of the other   prior to exercising any of its rights and remedies under any Transaction   Document then owned by such party unless such action would have a material   adverse effect on the rights and remedies of the other party. (c) Vendor will   not, without KEY’s prior written consent, solicit or accept collection of any   sums due under any of the Financing Documents, repossess or consent to the   return of the Equipment or Software Licenses, modify, amend or terminate any   Financing Document constituting an Interest or any master agreement as it   applies to any Financing Document constituting an Interest or waive any of   KEY’s rights thereunder.


    




 










(d) From and   after the Transfer Date for each Specification; KEY shall pay when due all   sales, use, property or other taxes (to the extent attributable to or   assessed with respect to the period from and after the applicable Transfer   Date) unless the Customer is responsible therefor. (e) Upon request by KEY,   Vendor shall use its reasonable efforts to (i) assist KEY in the   resolution of disputes involving the transfer of the Interests from Vendor to   KEY and (ii) obtain possession of the Equipment upon the expiration or   early termination of a Financing, and refurbish and remarket the Equipment   under terms and conditions agreed to by the parties. 8: Governing Law, Waiver   of Jury Trial and Attorneys’ Fees and Costs. This Agreement and each   Specification shall be governed by and construed in accordance with the laws   of New York, except for conflict of law rules or where pre-empted by   federal banking law. No convention of the United Nations, including the   Convention on Contracts for the International Sale of Goods, shall apply.   EACH PARTY KNOWINGLY AND VOLUNTARILY EXPRESSLY WAIVES ALL RIGHT AND CLAIM TO   A TRIAL BY JURY IN ANY DISPUTE RELATING TO THIS AGREEMENT OR THE RELATIONSHIP   OF THE PARTIES. In any legal action to enforce or construe any provision of   this Agreement, the non-prevailing party shall pay the prevailing party the   reasonable costs and expenses (including reasonable attorneys’ fees) incurred   by such prevailing party. The term “prevailing party” as used herein will be   interpreted on a claim-by-claim basis (including counterclaims) and shall   mean a party who brings or defends an action, suit, or judicial or   administrative proceeding involving an alleged breach or default under this   Agreement or a Specification to construe any provision of this Agreement or a   Specification and, if the plaintiff, obtains substantially the relief sought   (whether by award or judgment) with respect to such claim or counterclaim,   or, if the defendant, the plaintiff fails to substantially obtain the relief   sought. If no party can be considered the prevailing party, the judge will   have the discretion to equitably apportion the costs and expenses. 9.   Miscellaneous. (a) No party shall sell, convey, assign, transfer, pledge, or   otherwise dispose of all or any portion of its rights or interests, or   delegate its duties under, this Agreement or a Specification by operation of   law or otherwise without the prior written consent of the other party;   provided, however, all or a portion of KEY’s rights in a Specification may be   assigned by KEY to any third-party in connection with a further assignment by   KEY of all or part of its interests any Financing Documents and the related   Interests. Any assignee shall be entitled to the rights and benefits of KEY   hereunder. In connection with any such prospective assignment, KEY shall have   the right to disclose and share with such prospective assignees the financial   and other information regarding the Vendor, this Agreement and the applicable   Specification so long as such disclosure complies with the confidentiality   agreement dated July 5, 2017 between the parties hereto. This Agreement   and the applicable Specification inure to the benefit of, and are binding   upon, the successors and assigns of the parties hereto. (b) Notices required   under this Agreement and any Specification shall be given in writing by hand   delivery, nationally recognized overnight courier, certified mail postage   prepaid return receipt requested, or facsimile and directed to the address or   number (i) specified in this Agreement or (ii) in writing from time   to time by the applicable party. Notice shall be effective from upon receipt   when delivered by hand, upon receipt or refusal when delivered by certified   mail, the next business day after delivery to the courier when sent by   overnight courier and upon receipt when sent by facsimile. (c) This Agreement   shall have an initial term of 3 years from the Effective Date. If no party   notifies the others of its intention to terminate this Agreement with written   notice given at least 90 days prior to the end of such initial term or any   renewal term, the term of this Agreement shall be automatically renewed for   successive 1 year renewal terms. The rights, duties and obligations of the   parties with respect to Interests purchased by KEY prior to the expiration of   the term or any earlier termination thereof shall survive such ‘expiration or   termination. (d) No party has, directly or indirectly, employed any broker,   finder, financial advisor or intermediary (each a “Broker”) in connection   with the transactions contemplated by this Agreement. If a party has engaged   a Broker in violation of the covenant, the party who entered into such   agreement or arrangement shall be solely responsible for any fees or expenses   due in connection therewith. (e) This Agreement and each Specification   constitutes the entire agreement between the parties with respect to the   subject matter hereof and thereof and shall not be amended or altered in any   manner except by a document in writing executed by both parties. If any   provision is held to be invalid or unenforceable, the validity and   enforceability of the remaining provisions shall not in any way be affected   or impaired.


    




 










(f)   Section titles are for convenience of reference only and shall not be of   any legal effect. (g) Vendor and KEY shall perform all acts and execute and   deliver any and all further documents as may be reasonably necessary or   reasonably desirable to carry out the intent and provisions of this Agreement   and each Specification. (h) Each of Vendor and KEY shall bear and be   responsible for its own costs and expenses incurred in connection with the   negotiation, preparation, execution and delivery of this Agreement, each   Specification and any other agreements, documents, certificates and   instruments relating hereto, and no party shall have any right of   reimbursement or indemnity for such costs and expenses as against the other   parties. (i) This Agreement, any Specification and any of the other documents   to be delivered pursuant to this Agreement or a Specification may be executed   in any number of counterparts, all of which when taken together shall   constitute one agreement binding on all parties, notwithstanding that all   parties are not signatories to the same counterpart. (j) All rights and   remedies of the parties under this Agreement shall be cumulative and   non-exclusive of any rights or remedies which the parties may have under any   other agreement or at law or in equity. No failure or delay in the exercise   of 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. The   failure of a party to exercise any right provided for herein or in a   Specification shall not be deemed a waiver of any right hereunder. All   waivers must be in writing. 10. Additional Terms and Conditions. Additional   terms and conditions to this Agreement are set forth in the following Riders   attached hereto and incorporated herein. If there is a conflict between the   terms and conditions of this Agreement and the terms and conditions in any   Rider, the terms and conditions of the Rider shall prevail. If there is a   conflict between the terms and conditions of this Agreement, a Rider and the   terms and conditions of any Specification, the terms and conditions of the   Specification shall prevail.


    




 










The parties   hereto have caused this Agreement to be executed by their duly authorized   representatives. KEY EQUIPMENT FINANCE, KEY GOVERNMENT FINANCE, INC. WAYSIDE   TECHNOLOGY GROUP, INC. A DIVISION OF KEYBANK NATIONAL ASSOCIATION  By: By: By:    Title: MICHAEL O’HERN Title: MICHAEL O’HERN Title: CFO Senior Vice   President Senior Vice President Date: 7/5/17 Date: 2/3/17 Date: 8-31-17  Address: Address: Address:  Key Equipment Finance  4 Industrial Way West, Suite 300  1000 South McCaslin Blvd. 1000 South   McCaslin Blvd. Superior, Colorado 80027 Superior, Colorado 80027 Eatontown,   NJ 07724 Attention: SVP, Originations Attention: Director of Operations Attention:   Fax: 720-304-1470 Fax: 720-304-1479 Fax:


    




 










EXHIBITS TO   MASTER ASSIGNMENT AGREEMENT Exhibit 1 Form of Specification of   Interests Schedule A to Specification of Interests Exhibit 2A   Form of Notice and Acknowledgment of Assignment (no Guarantor)   Exhibit 2B Form of Notice and Acknowledgment of Assignment   (including Guarantor) Exhibit 2C Form of Notice of Assignment (no   Guarantor) Exhibit 2D Form of Notice of Assignment (including   Guarantor) Exhibit 3 Approved Financing Forms


    




 









 



EXHIBIT I TO   MASTER ASSIGNMENT AGREEMENT FORM OF SPECIFICATION OF INTERESTS This   specification is executed pursuant to the (as Master Assignment Agreement   with an Effective Date of [Date] amended and supplemented from time to time,   together with any Riders attached thereto, the "Agreement"), by-   and between the undersigned Vendor and KEF or KGF. Capitalized terms used   herein but not otherwise defined shall have the meanings assigned to them in   the Agreement, This Specification is dated and effective as of the Transfer   Date set forth below and incorporates the terms and conditions of the   Agreement. 1. Transfer Date: , 20 2. Customer 3. Date of Financing: 20 4.   Schedule No(s), if any: 5. Remaining scheduled periodic payments due under   Financing Document [No. ] ( ) monthly/quarterly payments, in advance/arrears,   each in the amount of $ , commencing on . Security Deposit $ 6. Credit   Enhancement: dated as of , 20 , by 7. The Products. See the Product Schedule   attached hereto and made a part hereof. 8. Total invoice Cost $ 9.   Consideration: $ 10. The list of Financing Documents set forth in attached   Schedule A and incorporated herein by this reference contains all of the   documents executed or delivered to or by Vendor .connection with the   Financing. 11. A Notice is required for each Financing and is being delivered   to KEY in connection with this Specification. Specify KGF or KEF By: Title:   Date: [VENDOR] By: Title: Date: Attachment: Schedule A


    




 










SCHEDULE A TO   SPECIFICATION OF INTERESTS This Schedule A is attached to and made a part of   Specification of interests dated _,20-. The Financing Documents (as defined   in Section 1 of the Agreement) are as follows: 1. Master Agreement dated and   Schedule No.: OR Financing No, dated 2. Certificate of Acceptance 3. lf the   Customer is claiming a tax exempt status, copies of any applicable valid tax   exemption certificates 4. Terms and Conditions of Sale 5. lf the interest   payable on the Financing is intended to be exempt from federal income   taxation, a Form 8038, Form-G, or Form-GC, as applicable, and a validity and   tax opinion of counsel acceptable to KGF. 6. CONTINUE THE NUMBERED LIST WITH   ALL TRANSACTION DOCUMENTS (AS DEFINED IN SECTION 1 OF THE AGREEMENT) EXECUTED   AND/OR DELIVERED IN CONNECTION WITH THE UNDERLYING FINANCING


    




 










EXHIBIT 2A TO   MASTER ASSIGNMENT AGREEMENT FORM OF NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT   (No Guarantor) [VENDOR] LETTERHEAD DATE NAME OF CUSTOMER ADDRESS OF CUSTOMER   Re: That certain dated as of [and Schedule No. thereto dated as of and   related documents (collectively, “Financing Documents” by and between   [Vendor] (“Vendor”) and (“Customer”). Vendor hereby gives Customer notice,   and Customer hereby acknowledges receipt of notice, that Vendor has assigned   or will be assigning to ("KEY"), whose offices are at 1000 South   McCaslin Blvd., Superior, Colorado 80027, all right, title, interest but none   of the obligations (other than the obligation not to disturb the Customer's   quiet enjoyment) of Vendor in and to the Financing Documents. From and after   the date of this Notice and Acknowledgment, all payments of scheduled   periodic payments and other sums now or hereafter becoming due pursuant to   the Financing Documents or with respect to the equipment, software licenses   and services provided by third parties subject thereunder (collectively, the   "Product") shall be paid directly to KEY as KEY shall direct. In   recognition of KEY's reliance upon this Notice and Acknowledgment, Customer   certifies, confirms and agrees as follows: 1. Each of the Financing Documents   has been duly authorized, executed and delivered by Customer; constitutes the   legal, valid and binding obligation of Customer and is enforceable against   Customer in accordance with its terms except as limited by applicable   bankruptcy, insolvency, reorganization, moratorium or similar laws affecting   the enforcement of creditors' rights generally, and by applicable laws and   judicial decisions which may affect the remedies provided therein; is in full   force and effect on the date of execution of this Notice and Acknowledgment   by such party; is free from any refund, set off, reduction, deduction, claim,   counterclaim, defense or other right a Customer may have against Vendor, KEY,   KEY's affiliates or any other party with respect to the Financing; and no   default or event which, with the passage of time or the giving of notice, or   both, would constitute a default under the Financing Documents has occurred.   2. There are no modifications, amendments or supplements to the Financing Documents;   no future modification, termination, amendment or supplement to the Financing   Documents shall be effective without KEY's prior written approval; and no   settlement of amounts due under the Financing Documents shall be effective   without KEY's prior written consent. 3. The Product has been delivered to and   accepted by Customer and is in good working order and suitable for Customer's   purposes in all respects. The Product is in Customer's possession and is   located at the location specified in the Financing Documents. 4. There has   been no prepayment of scheduled periodic payments or other sums payable under   the Financing Documents and no casualty has occurred with respect to the   Product. The Financing Documents


    




 










are current in   all respects, including, but not limited to, the payment of any applicable   sales, use and personal property taxes. As of , 20 , remaining scheduled   periodic payments due under the Financing Documents are as follows: ( )   monthly/quarterly payments, in advance/arrears, each in the amount of $ . 5.   Customer acknowledges and agrees that (a) Vendor shall have no interest or   authority of any nature regarding the Product or the Financing Documents   other than to satisfy its obligations with respect thereto, (b) unless otherwise   instructed in writing by KEY, Customer will deal exclusively with respect to   the Financing Documents with KEY and the Vendor, and Customer will deliver   all payments and copies of all notices and other communications given or made   by Customer to KEY at the address listed above. (c) if the Financing   Documents consist of a schedule incorporating the terms of a master   agreement, then such Financing Document is separate and severable from each   other schedule to the same master agreement, and KEY may take enforcement   action independently of the owners or pledgees of such other schedules and   independently of the owners or pledgees of equipment not covered by the   Financing Documents, and (d) Customer will execute such other instruments and   take such actions as KEY reasonably may require to further confirm KEY's   rights under the Financing Documents and ownership of the Product. 6.   Customer has not received notice of a prior sale, transfer, assignment,   hypothecation or pledge of the Financing Documents or the scheduled periodic   payments reserved thereunder or the Product. 7. Customer will keep the   Financing Documents and the Product free and clear of all liens and   encumbrances (other than the interest of Vendor, KEY or parties claiming by,   through or under them). 8. All representations and duties of Vendor intended   to induce Customer to enter into the Financing Documents, whether required by   the Financing Documents or otherwise, have been fulfilled. 9. Customer has   executed only 1 original set of the Financing Documents and of its   incorporated master agreement, if any, (which was delivered to Vendor), and   has no original in its possession. 10. At the request of KEY, Customer will   deliver to KEY evidence satisfactory to KEY that KEY is an additional insured   and loss payee under the insurance required to be maintained by the Financing   Documents.


    




 










Please execute   where indicated below and return to the address specified above [Vendor] By: Name:   Title: Accepted and agreed to on this day of , 20 . Customer By: Name: Title:   


    




 










EXHIBIT 2B TO   MASTER ASSIGNMENT AGREEMENT FORM OF NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT   (Including Guarantor) [VENDOR] LETTERHEAD DATE NAME OF CUSTOMER ADDRESS OF   CUSTOMER NAME OF GUARANTOR ADDRESS OF GUARANTOR Re: That certain dated as of   , [and Schedule No. thereto dated as of: and related documentation   (collectively, "Financing' Documents") by and between [Vendor]   ("Vendor") and ("Customer") and that certain related   guaranty ("Guaranty") given by ("Guarantor"). Vendor   hereby notifies Customer and Guarantor, and Customer and Guarantor hereby   acknowledge receipt of notice, that Vendor has assigned or will be assigning   to ("KEY"), whose offices are at 1000 South McCaslin Blvd.,   Superior, Colorado 80027, all right, title, interest but none of the   obligations (other than the obligation not to disturb the Customer's quiet   enjoyment) of Vendor in and to (i) the Financing Documents, and (ii) solely   to the extent related to the Financing Documents, the Guaranty, From and   after the date of this Notice and Acknowledgment, all payments of scheduled   periodic payments and other sums now or hereafter becoming due pursuant to   the Financing Documents or with respect to the equipment, software licenses   and services provided by third parties subject thereunder (collectively, the   "Product") shall be paid directly to KEY as KEY shall direct and   Guarantor agrees to make payment of any and all monies due or to become due   Vendor under the Guaranty (solely to the extent related to the Financing   Documents) to KEY as directed in writing by KEY. In recognition of KEY's   reliance upon this Notice and Acknowledgment, Customer and Guarantor certify,   confirm and agree as follows: 1. The Financing Documents and the Guaranty   have been duly authorized, executed and delivered by Customer or Guarantor,   as applicable; constitute the legal, valid and binding obligation of Customer   or Guarantor, as applicable, are enforceable against such party in accordance   with the terms thereof except as limited by applicable bankruptcy,   insolvency, reorganization, moratorium or similar laws affecting the   enforcement of creditors' rights generally, and by applicable laws and   judicial decisions which may affect the remedies provided therein; are in   full force and effect on the date of execution of this Notice by such party;   are free from any refund, set off, reduction, deduction, claim, counterclaim,   defense or other right a Customer may have against Vendor, KEY, KEY's   affiliates or any other party with respect to the Financing; and no default   or event which, with the passage of time or the giving of notice, or both,   would constitute a default under the Financing Documents or the Guaranty has   occurred. 2. There are no modifications, amendments or supplements to the Guaranty   or to the Financing Documents; no future modification, termination, amendment   or supplement to the Guaranty or to the Financing Documents shall be   effective without KEY's prior written consent; and no settlement of amounts   due under the Guaranty or the Financing Documents shall be effective without   KEY's prior written consent.


    




 










3. The Product   has been delivered to and accepted by Customer and is in good working order   and suitable for Customer's purposes in all respects. The Product is in   Customer's possession and is located at the location specified in the   Financing Documents. 4. There has been no prepayment of scheduled periodic   payments or other sums payable under the Financing Documents and no casualty   has occurred with respect to the Product. The Financing Documents are current   in all respects, including, but not limited to, the payment of any applicable   sales, use and personal property taxes. As of , 20, remaining scheduled   periodic payments due under the Financing Documents are as follows: ( )   monthly/quarterly payments, in advance/arrears, each in the amount of $ . 5.   Customer and Guarantor acknowledge and agree that (a) Vendor shall have no   interest or authority of any nature regarding the Product or the Financing   Documents other than to satisfy its obligations with respect thereto, (b)   unless otherwise instructed in writing by KEY, Customer will deal exclusively   with respect to the Financing Documents with KEY and the Vendor, and Customer   and Guarantor will deliver all payments and copies of all notices and other   communications given or made by Customer and Guarantor to KEY at the address   listed above, (c) if the Financing Documents consist of a schedule   incorporating the terms of a master agreement, then such Financing Document   is separate and severable from each other schedule to the same master   agreement, and KEY may take enforcement action independently of the owners or   pledgees of such other schedules and independently of the owners or pledgees   of Product not covered by the Financing Document, and (d) Customer and   Guarantor will execute such other instruments and take such actions as KEY   reasonably may require to further confirm KEY's rights under the Financing   Documents and any Credit Enhancement and KEY's ownership of the Product. 6.   Neither Customer nor Guarantor has received notice of a prior sale, transfer,   assignment, hypothecation or pledge of the Financing Documents or the   scheduled periodic payments reserved thereunder or the Product. 7. Customer   will keep .the Financing Documents and the Product free and clear of all   liens and encumbrances (other than the interest of Vendor, KEY or parties   claiming by, through or under them). 8. All representations and duties of   Vendor intended to induce Customer to enter into the Financing Documents,   whether required by the Financing Documents or otherwise, have been   fulfilled. Any representations or duties of Customer or Vendor intended to   induce the Guarantor to enter into the Guaranty, whether required by   Financing or otherwise, have been fulfilled. 9. Customer has executed only 1   original set of the Financing Documents and of its incorporated master   agreement, if any, (which was delivered to Vendor), and currently neither the   Customer nor the Guarantor has an original in its possession. 10. At the   request of KEY, Customer will deliver to KEY evidence satisfactory to KEY   that KEY is an additional insured and loss payee under the insurance required   to be maintained by the Financing Documents. 11. Guarantor acknowledges and   agrees that the Guaranty remains in full force and effect notwithstanding the   assignment to KEY. Guarantor also acknowledges and agrees that: (a) the term   "Obligations" as used in the Guaranty includes all of Customer's   present and future obligations and liabilities to KEY under the Financing   Documents and (b) the Guaranty may be enforced by KEY against Guarantor with   respect to all present and future obligations and liabilities of Customer to   KEY under the Financing Documents as if the Guaranty was addressed directly   to, and issued for the benefit of, KEY.


    




 










Please execute   where indicated below and return to the address specified above. [Vendor] By:   Name: Title; Accepted and agreed to on this day of , 20 Customer By: Name:   Title: Accepted and agreed to on this day of , 20 Guarantor By: Name: Title:


    




 










EXHIBIT 2C TO   MASTER ASSIGNMENT AGREEMENT FORM OF NOTICE OF ASSIGNMENT [VENDOR] LETTERHEAD   DATE NAME OF CUSTOMER ADDRESS OF CUSTOMER Re: That certain dated as of , [and   Schedule No. thereto dated as of and related documentation (collectively,   "Financing Documents") by and between [Vendor] ("Vendor) and   ("Customer). Vendor hereby gives Customer notice that Vendor has   assigned or will be assigning to ("KEY"), whose offices are at 1000   South McCaslin Boulevard, Superior, Colorado 80027, all right, title,   interest but none of the obligations of Vendor in and to the Financing   Documents and the equipment and other personal property subject thereto. From   and after the date of this notice, all payments of scheduled periodic   payments and other sums now or hereafter becoming due pursuant to the   Financing Documents or with respect to the equipment, software licenses and   services provided by third parties subject thereunder shall be paid directly   to KEY. Vendor has not assigned any of its obligations (other than the   obligation not to disturb the Customer's quiet enjoyment) under the Financing   Document and remains liable for the performance thereof. You are instructed   make all payments now due or to become due directly to KEY, at the address   set forth above or to such other address as KEY may direct. Please contact at   with any questions. Sincerely, [Vendor] By: Name: Title:


    




 










EXHIBIT 2D TO   MASTER ASSIGNMENT AGREEMENT FORM OF NOTICE OF ASSIGNMENT [VENDOR] LETTERHEAD   DATE NAME OF CUSTOMER ADDRESS OF CUSTOMER NAME OF GUARANTOR ADDRESS OF   GUARANTOR Re: That certain dated as of , [and Schedule No. thereto dated as   of and related documentation (collectively, “Financing Documents”) by and   between [Vendor] (“Vendor”) and (“Customer”) and that certain related   guaranty (“Guaranty”) given by (“Guarantor”). Vendor hereby gives Customer   and Guarantor notice that Vendor has assigned or will be assigning to   (“KEY”), whose offices are at 1000 South McCaslin Boulevard, Superior,   Colorado 80027, all right, title, interest but none of the obligations of   Vendor in and to the Financing Documents and with respect to the equipment   and other personal property subject thereto. From and after the date of this   notice, all payments of scheduled periodic payments and other sums now or   hereafter becoming due pursuant to the Financing Documents or with respect to   the equipment, software licenses and services provided by third parties   subject thereunder or with respect to the Guaranty shall be paid directly to   KEY. Vendor has not assigned any of its obligations (other than the   obligation not to disturb the Customer’s quiet enjoyment) under the Financing   Document and remains liable for the performance thereof You are instructed   make all payments now due or to become due directly to KEY, at the address   set forth above or to such other address as KEY may direct, Please contact at   with any questions. Sincerely, [Vendor] By: Name: Title:


    




 










EXHIBIT 3 TO   MASTER ASSIGNMENT AGREEMENT APPROVED FINANCING FORMS


    




 










TRADEMARK   LICENSE RIDER (Vendor as Licensor) to MASTER ASSIGNMENT AGREEMENT DATED among   KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, KEY   GOVERNMENT FINANCE, INC. and WAYSIDE TECHNOLOGY GROUP, INC. Capitalized terms   used and not defined herein shall have the meanings given to them in the   above named Agreement. The Agreement, as amended by this Rider, is ratified   and affirmed and remains in full force and effect. To enable KEY to include   the name and logo of Vendor on Financing Documents prepared by KEY in support   of the Agreement, Vendor grants to KEY the rights set forth herein subject to   the terms and conditions of this Rider. 1. Grant of Non-Exclusive License.   Vendor hereby grants to KEY a nonexclusive, royalty-free, nontransferable,   non-sublicensable, license to use the name “ ” and service marks, trademarks,   trade names and logos of Vendor set forth in Section 10 below (each a   “Permitted Mark” and, collectively, the “Permitted Marks”) under the terms   and conditions set forth in this Rider. Vendor reserves all rights not   expressly granted herein. 2. Use of the Permitted Marks. KEY shall use the   Permitted Marks only in connection with affixing the name and logo of Vendor   on Financing Documents prepared by KEY as agent for Vendor in support of the   Agreement and for no other purpose, KEY shall comply with the rules and   quality standards established by Vendor for use of the Permitted Marks,   provided that KEY is provided such rules and standards in writing. 3.   Ownership of the Permitted Marks. Vendor owns the Permitted Marks and all   associated goodwill, and KEY’s use will Inure to the benefit of Vendor. KEY   shall not adopt, use, or register any corporate name, trade name, domain   name, trademark, service mark, or certification mark, or other designation   similar to, or containing in whole or in part, the Permitted Marks. Vendor   shall have the sole right to and in its sole discretion may commence,   prosecute or defend, and control any action concerning the Permitted Marks.   4. Assignment of License. The license to use the Permitted Marks set forth   herein may not be assigned, transferred, or sublicensed by KEY without the   written consent of Vendor. Any unauthorized transfer of the Permitted Marks   shall be null and void. 5. KEY Indemnity. KEY will, at its own expense,   indemnify and defend Vendor from and against and will hold Vendor harmless   from any Claims resulting from, arising out of or related to KEY’s use of the   Vendor Permitted Marks in breach of this Rider provided such Claims are not   caused by the breach by Vendor of this Rider. 6. Vendor Indemnity. Vendor   will, at its own expense, indemnify and defend KEY from arid against and will   hold KEY harmless from any Claims resulting from, arising out of or related   to any claims of trademark or other infringement relating to the Vendor   Permitted Marks provided such Claims are not caused by KEY’s breach of this   Rider, 7. Limitation of Damages. EXCEPT AS PART OF A THIRD PARTY DAMAGE CLAIM   FOR WHICH ONE OF THE PARTIES IS OBLIGATED TO INDEMNIFY THE OTHER, FRAUD OR   INTENTIONAL MISCONDUCT, NONE OF THE PARTIES SHALL BE LIABLE FOR ANY   CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING   LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO THE GRANT OF THE LICENSE   AND THE USE OF THE PERMITTED MARKS, REGARDLESS OF WHETHER SUCH LIABILITY IS   BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES,   INFRINGEMENT OF INTELLECTUAL PROPERTY, FAILURE OF ESSENTIAL PURPOSE OR   OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT   (OTHER THAN CLAIMS OF FRAUD OR INTENTIONAL MISCONDUCT) SHALL A PARTY BE   LIABLE FOR ANY DAMAGES FOR THE OTHER’S USE OF THE PERMITTED MARKS IN   VIOLATION OF THE TERMS AND CONDITIONS OF THIS SECTION. 8. Duration of the   License. The license to use the Permitted Marks shall terminate upon the   earlier of (a) the termination of the Agreement or (b) the termination of   this Rider by one party giving the other 60 days’ prior written notice. Upon   termination of the license, KEY shall immediately cease and desist from all   use of the Permitted Marks.


    




 










9. Injunctive   Relief. The parties agree that a material breach of the license to use the   Permitted Marks is likely to cause irreparable harm such that, upon an   adequate showing of such breach and without further proof of irreparable harm   other than this acknowledgement, the non-breaching party shall be entitled to   seek preliminary injunctive relief. 10. Permitted Marks. TECHXTEND WAYSIDE   TECHNOLOGY GROUP LIFEBOAT DISTRIBUTION The parties hereto have caused this   Rider to be executed by their duly authorized representatives. KEY EQUIPMENT   FINANCE, A DIVISION OF KEY GOVERNMENT FINANCE, INC. KEYBANK NATIONAL ASSOCIATION   WAYSIDE TECHNOLOGY GROUP, Inc. By: By: By: Title: Title: Title: Date: Date:   Date: 8-3-17


    




 










EXHIBIT “B”   ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG WAYSIDE TECHNOLOGY GROUP, INC.,   LIFEBOAT DISTRIBUTION, INC., TECHXTEND, INC., PROGRAMMER’S PARADISE, INC.,   AND ISP INTERNATIONAL SOFTWARE PARTNERS, INC., AS THE CO-BORROWERS, AND   CITIBANK, N.A., AS THE LENDER, DATED NOVEMBER 15, 2017 Form of Notice of   Borrowing To: Citibank, N.A. (hereinafter referred to as the “Lender”) in its   capacity as the Lender under that certain Second Amended and Restated   Revolving Credit Loan Agreement dated November 15 , 2017 (hereinafter, as it   may be from time to time amended, modified, extended, renewed, substituted,   and/or supplemented, referred to as the “Loan Agreement”) entered into by and   among Wayside Technology Group, Inc., Lifeboat Distribution, Inc., Techxtend,   Inc., Programmer’s Paradise, Inc., and ISP International Software Partners,   Inc. (hereinafter collectively referred to as the “Co-Borrower”) and the   Lender. Defined terms used but not expressly defined herein shall have the   same meanings when used herein as set forth in the Loan Agreement. Pursuant   to Section 2.01(ii) of the Loan Agreement, this Notice of Borrowing in   respect of a Loan (hereinafter referred to as the “Notice”) represents the   request of the Co-Borrowers to borrow a Loan on , 20 (hereinafter referred to   as the “Borrowing, Date”) from the Lender in principal amount of $ with   respect to such Loan. Proceeds of such Loan to be deposited on the Borrowing   Date in the account maintained by the Co-Borrowers with the Lender, Account   No. , in immediately available funds [and immediately thereafter such   proceeds shall be wire-transferred to an account maintained with Account   Number: The Co-Borrowers hereby certify that (i) the representations and   warranties of the Borrower set forth in Sections 4.01 and Section 4.02 of the   Loan Agreement and in any other Loan Document (except (a) representations and   warranties which expressly speak only as of a different date and (b)   representations and warranties that are subject to change as permitted or   contemplated by the Loan Documents, and as qualified by the schedules   attached thereto and made a part thereof) are true and correct in all   material respects as of the Borrowing Date; (ii) no Event of Default or   Potential Event of Default has occurred and is continuing under the Loan   Agreement or any other Loan Document or will result from this proposed   Borrowing; and (iii) the Co-Borrowers shall have performed in all material   respects all agreements contained in, and shall satisfy all conditions under,   Section 3.02 of the Loan Agreement with respect to the requested Loan and the   other Loan Documents which are required to be performed by the Co-Borrowers   on or prior to such Borrowing Date. The Co-Borrowers hereby represent and   warrant and agree that the proceeds of the Loan requested by this Notice   shall be used for the purposes permitted under Section 2.01(iv) of the Loan   Agreement.


    




 










CO-BORROWERS:   Dated: , 20 WAYSIDE TECHNOLOGY GROUP, INC., a Delaware corporation By:   Michael Vesey Chief Financial Officer LIFEBOAT DISTRIBUTION, INC., a Delaware   corporation By: Michael Vesey Chief Financial Officer TECHXTEND, INC., a   Delaware corporation By: Michael Vesey Chief Financial Officer PROGRAMMER’S   PARADISE, INC., a Delaware corporation By: Michael Vesey Chief Financial   Officer ISP INTERNATIONAL SOFTWARE PARTNERS, INC., a Delaware corporation By:   Michael Vesey Chief Financial Officer