Exhibit
10.1


 


EXECUTION
VERSION





 


	



 


	



 


	



 


	






 








TERM
LOAN, GUARANTEE AND SECURITY AGREEMENT


 


DATED
AS OF JuLY 9, 2021


 


AMONG


 


EICF
AGENT LLC,


 


AS
AGENT FOR THE LENDERS SIGNATORY HERETO,


 


EVmo,
Inc.,


AS
BORROWER


 


AND


 


THE
OTHER CREDIT PARTIES SIGNATORY HERETO








 


	 
	






 





	 






	






 


CHAPMAN
AND CUTLER LLP

1270 Avenue of the Americas, 30th Floor


New
York, New York 10020


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	1.	AMOUNT
    AND TERMS OF CREDIT	1
	 	1.1	Term
    Loan.	1
	 	1.2	Term
    and Prepayment.	3
	 	1.3	Use
    of Proceeds.	4
	 	1.4	Single
    Loan.	5
	 	1.5	Interest.	5
	 	1.6	Fees.	5
	 	1.7	Receipt
    of Payments; Taxes.	6
	 	1.8	Application
    and Allocation of Payments.	6
	 	1.9	Accounting.	7
	 	1.10	Indemnity.	7
	 	1.11	[Intentionally
    Omitted].	7
	 	1.12	Joinder
    of New Subsidiaries as a Credit Party, Etc.	7
	 	1.13	Non-Funding
    Lenders.	8
	 	1.14	Substitution
    of Lenders.	8
	2.	CONDITIONS
    PRECEDENT	9
	 	2.1	Conditions
    to the Loan.	9
	3.	REPRESENTATIONS,
    WARRANTIES AND AFFIRMATIVE COVENANTS	13
	 	3.1	Corporate
    Existence; Compliance with Law.	13
	 	3.2	Executive
    Offices; Corporate or Other Names.	14
	 	3.3	Corporate
    Power; Authorization; Enforceable Obligations.	14
	 	3.4	Financial
    Statements; Books and Records.	14
	 	3.5	Material
    Adverse Change.	14
	 	3.6	Reserved.	14
	 	3.7	Subsidiaries.	14
	 	3.8	Government
    Regulation; Margin Regulations.	15
	 	3.9	Taxes;
    Charges.	15
	 	3.10	Payment
    of Obligations.	15
	 	3.11	ERISA.	15
	 	3.12	Litigation.	16
	 	3.13	Intellectual
    Property.	16
	 	3.14	Full
    Disclosure.	17
	 	3.15	Environmental
    Liabilities.	17
	 	3.16	Insurance.	17
	 	3.17	Solvency.	19
	 	3.18	Other
    Financings.	19
	 	3.19	Conduct
    of Business.	19
	 	3.20	Further
    Assurances.	19
	 	3.21	Collateral/Maintenance
    of Property.	19
	 	3.22	Anti-Terrorism
    and Anti-Money Laundering Compliance.	20
	 	3.23	Maintenance
    of Corporate Existence.	21
	 	3.24	Compliance
    with Laws, Etc.	21
	 	3.25	Landlord
    Agreements.	21
	 	3.26	Deposit
    Accounts; Cash Collateral Accounts.	22
	 	3.27	Reserved.	22
	 	3.28	After-acquired
    Property; Additional Collateral.	23
	 	3.29	Equity
    Interests and Subsidiaries.	24
	 	3.30	Security
    Documents.	24
	 	3.31	Reserved.	24
	 	3.32	Government
    Contracts.	25
	 	3.33	Customer
    and Trade Relations.	25
	 	3.34	Bonding;
    Licenses.	25
	 	3.35	Affiliate
    Transactions.	25
	 	3.36	Post-Closing
    Matters.	25


 










    	INDEX – PAGE i



    	 



    

 


TABLE
OF CONTENTS


 


	 	 	 	PAGE
	 	3.37	Investment
    Company Act.	25
	 	3.38	Notice
    of Change in Investment Company Status.	25
	 	3.39	Notice
    of Change in Ownership.	25
	 	3.40	Notice
    of Change in Organization Chart.	25
	 	3.41	Escrow
    Reserve for Litigation.	25
	4.	FINANCIAL
    MATTERS; REPORTS	26
	 	4.1	Reports
    and Notices.	26
	 	4.2	Financial
    Covenants.	27
	 	4.3	Other
    Reports and Information.	28
	 	4.4	Series
    B Preferred Stock Notices.	28
	 	4.5	Reserved.	28
	5.	NEGATIVE
    COVENANTS	28
	 	5.1	Indebtedness.	28
	 	5.2	Liens.	28
	 	5.3	Investments;
    Fundamental Changes.	28
	 	5.4	Asset
    Sales.	28
	 	5.5	Restricted
    Payments.	29
	 	5.6	Changes
    in Nature of Business.	29
	 	5.7	Transactions
    with Affiliates.	29
	 	5.8	Third-Party
    Restrictions on Indebtedness, Liens, Investments or Restricted Payments.	29
	 	5.9	Modification
    of Certain Documents.	29
	 	5.10	Accounting
    Changes; Fiscal Year.	29
	 	5.11	Changes
    to Name, Locations, Etc.	29
	 	5.12	Bank
    Accounts.	29
	 	5.13	Margin
    Regulations.	30
	 	5.14	Compliance
    with ERISA.	30
	 	5.15	Hazardous
    Materials.	30
	 	5.16	Modifications
    to Series B Preferred Stock.	30
	 	5.17	Reserved.	30
	 	5.18	Compliance
    with Anti-Terrorism Laws.	30
	 	5.19	Sale-Leasebacks.	30
	 	5.20	Leases.	30
	 	5.21	Compensation.	31
	6.	SECURITY
    INTEREST	31
	 	6.1	Grant
    of Security Interest.	31
	 	6.2	Agent’s
    Rights.	33
	 	6.3	Agent’s
    Appointment as Attorney-in-fact.	33
	 	6.4	Grant
    of License to Use Intellectual Property Collateral.	33
	 	6.5	Commercial
    Tort Claims.	33
	 	6.6	Duties
    of Agent.	33
	7.	EVENTS
    OF DEFAULT: RIGHTS AND REMEDIES	34
	 	7.1	Events
    of Default.	34
	 	7.2	Remedies.	35
	 	7.3	Waivers
    by Credit Parties.	36
	 	7.4	Proceeds.	36
	8.	SUCCESSORS
    AND ASSIGNS	37
	9.	AGENT	39
	 	9.1	Appointment
    and Duties.	39
	 	9.2	Binding
    Effect.	40
	 	9.3	Use
    of Discretion.	40
	 	9.4	Delegation
    of Rights and Duties.	40
	 	9.5	Reliance
    and Liability.	40
	 	9.6	Agent
    Individually.	41
	 	9.7	[Intentionally
    Omitted].	42


 










    	INDEX – PAGE ii



    	 



    

 


TABLE
OF CONTENTS


 


	 	 	 	PAGE
	 	9.8	Expenses;
    Indemnities.	42
	 	9.9	Resignation
    of Agent.	42
	 	9.10	Release
    of Collateral.	42
	10.	MISCELLANEOUS	43
	 	10.1	Complete
    Agreement; Modification of Agreement.	43
	 	10.2	Expenses.	44
	 	10.3	No
    Waiver.	44
	 	10.4	Severability;
    Section Titles.	44
	 	10.5	Authorized
    Signature.	45
	 	10.6	Notices	45
	 	10.7	Counterparts.	45
	 	10.8	Time
    of the Essence.	45
	 	10.9	Governing
    Law.	45
	 	10.10	Submission
    to Jurisdiction; Waiver of Jury Trial.	46
	 	10.11	Press
    Releases.	46
	 	10.12	Reinstatement.	46
	 	10.13	USA
    PATRIOT Act Notice and Customer Verification.	47
	 	10.14	Sharing
    of Payments, Etc.	47
	 	10.15	Reserved.	47
	 	10.16	Confidentiality
    Agreements.	47
	 	10.17	Effect
    of Benchmark Transition Event.	47
	 	10.18	Reserved.	50
	11.	GUARANTEE	50
	 	11.1	The
    Guarantee.	50
	 	11.2	Obligations
    Unconditional.	51
	 	11.3	Reinstatement.	51
	 	11.4	Subrogation;
    Subordination.	51
	 	11.5	Remedies.	52
	 	11.6	Instrument
    for the Payment of Money.	52
	 	11.7	Continuing
    Guarantee.	52
	 	11.8	General
    Limitation on Guarantee Obligations.	52
	 	11.9	Release
    of Guarantors.	52
	 	11.10	Right
    of Contribution.	52








 




    	INDEX – PAGE iii



    	 



    

 


INDEX
OF EXHIBITS AND SCHEDULES


 


	Schedule
    A	-	Definitions
	Schedule
    B	-	Schedule
    of Term Loan Commitments and Loan Principal Amortization
	Schedule
    C	-	Agent’s,
    Lenders’ and Credit Parties’ Addresses for Notices
	Schedule
    D	-	Closing
    Checklist
	Schedule
    E	-	Restricted
    Locations
	Schedule
    F	-	Post-Closing
    Matters
	Schedule
    G	-	Excluded
    Assets


 


	Disclosure
    Schedule (2.1(e)(iii))	-	Title
    Policies
	Disclosure
    Schedule (3.2)	-	Places
    of Business; Corporate Names
	Disclosure
    Schedule (3.7)	-	Subsidiaries
	Disclosure
    Schedule (3.9)	-	Taxes
	Disclosure
    Schedule (3.11)	-	ERISA
	Disclosure
    Schedule (3.12)	-	Litigation
	Disclosure
    Schedule (3.13)	-	Intellectual
    Property
	Disclosure
    Schedule (3.15)	-	Environmental
    Matters
	Disclosure
    Schedule (3.16)	-	Insurance
	Disclosure
    Schedule (3.18)	-	Existing
    Indebtedness
	Disclosure
    Schedule (3.26)	-	Controlled
    Accounts
	Disclosure
    Schedule (3.32)	-	Government
    Contracts
	Disclosure
    Schedule (3.34)	-	Bonding;
    Licensing
	Disclosure
    Schedule (3.35)	-	Affiliate
    Transactions
	Disclosure
    Schedule (5.21)	-	Employee
    Compensation
	Disclosure
    Schedule (6.1)	-	Actions
    to Perfect Liens


 


	Exhibit
    A	-	Form
    of Perfection Certificate
	Exhibit
    B	-	Form
    of Term Note
	Exhibit
    C	-	Form
    of Secretarial Certificate
	Exhibit
    D	-	Form
    of Power of Attorney
	Exhibit
    E	-	Form
    of Compliance Certificate
	Exhibit
    F	-	Form
    of Closing Certificate
	Exhibit
    G	-	Form
    of Solvency Certificate
	Exhibit
    H	-	Form
    of Joinder Agreement
	Exhibit
    I	-	Form
    of Perfection Certificate Supplement
	Exhibit
    J	-	Form
    of Assignment Agreement
	Exhibit
    K	-	Form
    of Delayed Draw Borrowing Request
	Exhibit
    L	-	Form
    of Liquidity Certificate
	Exhibit
    M	-	Monthly
    Operational Report


 










    	INDEX – PAGE iv



    	 



    

 


TERM
LOAN, GUARANTEE AND SECURITY AGREEMENT


 


This
TERM LOAN, GUARANTEE AND SECURITY AGREEMENT is dated as of July 9, 2021, and agreed to by and among EVmo, Inc., a Delaware corporation
(“Borrower”), the other Credit Parties from time to time party hereto, and EICF AGENT LLC, a Delaware limited liability
company, as agent (in such capacity, “Agent”) for the lenders set forth on Schedule B attached hereto and party
hereto (each herein referred to as a “Lender” and collectively, the “Lenders”).


 


RECITALS


 


A.
The Credit Parties desire that Borrower obtain the Term Loans described herein from the Lenders and the Lenders are willing to provide
the Term Loans all in accordance with and subject to the terms and conditions of this Agreement.


 


B.
Capitalized terms used herein shall have the meanings assigned to them in Schedule A and, for purposes of this Agreement and the
other Loan Documents, the rules of construction set forth in Schedule A shall govern. All schedules, attachments, addenda and
exhibits hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together with this Agreement,
constitute but a single agreement.


 


AGREEMENT


 


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


 


1.
AMOUNT AND TERMS OF CREDIT


 


1.1
Term Loan.


 


(a)


 


(a)
Closing Date Term Loan. Each Lender agrees severally, but not jointly, upon the terms and subject to the conditions of this Agreement,
to make to the Borrower an advance (each, a “Closing Date Term Loan”; collectively, the “Closing Date Term
Loans”) on the Closing Date in the principal amount equal to such Lender’s Closing Date Term Loan Commitment; provided,
that each Lender with a Closing Date Term Loan Commitment shall (unless otherwise directed by Agent in writing, including via e-mail)
disburse the proceeds of its Closing Date Term Loan made by such Lender to the Borrower directly (and not to the Agent for distribution
to the Borrower); provided further, that each Lender shall provide to Agent any information reasonably requested by Agent regarding the
Closing Date Term Loan made by such Lender. Each Lender’s Term Loan (whether a Closing Date Term Loan made under this Section
1.1(a) or a Delayed Draw Term Loan made under Section 1.1(b)) shall, if requested by such Lender at least two (2) Business
Days prior to funding of the applicable Term Loan, be evidenced by a promissory note (each a “Term Note”) duly executed
and delivered by the Borrower prior to the funding of such Term Loan in the form attached hereto as Exhibit B, and be repayable
in accordance with the terms of such Term Note and this Agreement. Borrower shall repay the outstanding balance of the Closing Date Term
Loan to the Agent for the pro rata benefit of the Lenders in consecutive monthly installments in the amounts set forth on Schedule
B, due and payable in arrears on the first day of each calendar month beginning with the first month indicated on Schedule B
(each such date, a “Payment Date”), and a payment of the entire outstanding balance due and payable on the Stated
Maturity Date. Once repaid, any amount borrowed under the Closing Date Term Loan Commitment of each Lender may not be re-borrowed. Subject
to Section 1.2, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date.
After the funding of the Closing Date Term Loan by a Lender, the Closing Date Term Loan Commitments of such Lender shall immediately
and automatically (without the necessity of further action) be reduced in the principal amount of the Closing Date Term Loan made by
such Lender.


 




    	 	1	 



    	 	 	 



    

 


(b)
Delayed Draw Term Loans.


 


(i)
Delayed Draw Term Loans Generally. Subject to the satisfaction of the conditions in this Section 1.1(b) and this Agreement,
upon not less than fifteen (15) Business Days (or such shorter period as Agent may agree in its absolute discretion) after delivery by
Borrower to Agent of a Delayed Draw Term Loan Borrowing Request by no later than 1:00 PM New York City time on such day, each Delayed
Draw Term Loan Lender, severally, agrees at any time prior to the Delayed Draw Term Loan Commitment Expiration Date, to lend to Borrower,
in one advance (each such advance, a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”,
and together with any Closing Date Term Loans, each, a “Term Loan”, and collectively, the “Term Loans”
or the “Loan”) in a principal amount not to exceed the Delayed Draw Term Loan Commitment of such Delayed Draw Term
Loan Lender; provided , that, notwithstanding anything to the contrary in the Loan Documents, each Delayed Draw Term Loan
Lender shall (unless otherwise directed by Agent in writing, including via e-mail) disburse the proceeds of each Delayed Draw Term Loan
made by such Delayed Draw Term Loan Lender to the Borrower directly (and not to the Agent for distribution to the Borrower), provided
that each Delayed Draw Term Loan Lender shall provide to Agent any information reasonably requested by Agent regarding any Delayed Draw
Term Loan made by a Delayed Draw Term Loan Lender. Borrower agrees that each Delayed Draw Term Loan Lender may satisfy any amounts owing
to such Lender under the Fee Letter or any expenses reimbursable by Borrower in accordance with the terms of this Agreement, by deducting
such amounts from the proceeds of any Delayed Draw Term Loan made by such Delayed Draw Term Loan Lender to Borrower. Any Delayed Draw
Term Loan Borrowing Request delivered by Borrower hereunder shall be irrevocable and binding on Borrower and shall obligate Borrower
to accept the Delayed Draw Term Loans requested from the Delayed Draw Term Loan Lenders on the proposed funding date. The Delayed Draw
Term Loan Commitments shall reduce to zero automatically on the Delayed Draw Term Loan Commitment Expiration Date and no Delayed Draw
Term Loan shall be made on or after the Delayed Draw Term Loan Commitment Expiration Date. After the funding of any Delayed Draw Term
Loan by a Delayed Draw Term Loan Lender, the Delayed Draw Term Loan Commitment of such Delayed Draw Term Loan Lender shall immediately
and automatically (without the necessity of further action) be reduced in the principal amount of the Delayed Draw Term Loan made by
such Delayed Draw Term Loan Lender. Borrower shall make payments on the Delayed Draw Term Loan in accordance with Section 1.1(c)
and the other applicable provisions of this Agreement. Once repaid, any amount borrowed under the Delayed Draw Term Loan Commitment of
each Lender may not be re-borrowed. Subject to Section 1.2, all amounts owed hereunder with respect to the Term Loans shall be
paid in full no later than the Maturity Date. Once repaid, any amount borrowed under the Delayed Draw Term Loan Commitment of each Lender
may not be re-borrowed.


 


(ii)
Conditions to Making of Delayed Draw Term Loans. The obligation of each Delayed Draw Term Loan Lender to make any Delayed Draw
Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before
and immediately after giving effect to the making of any Delayed Draw Term Loan:


 


(A)
Agent shall have received a Delayed Draw Term Loan Borrowing Request;


 


(B)
The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing
delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the
extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material
respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such
representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it
is true and correct in all respects);


 


(C)
no Default or Event of Default exists and is continuing or would result therefrom;


 


(D)
the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw
Term Loan Commitments;


 


(E)
the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s
Delayed Draw Term Loan Commitment;


 




    	 	2	 



    	 	 	 



    

 


(F)
Borrower shall certify to Agent in writing, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately
before and immediately after the making of the requested Delayed Draw Term Loan, (1) the Credit Parties are in compliance on a pro forma
basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period
then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial
covenants are tested under Section 4.2, for the period ending on such first date), (2) Borrower shall have raised cash equity
after the Closing Date in an amount equal to at least $10,000,000, and (3) Borrower shall have gross revenue of at least $4,000,000 for
each of the immediately three (3) previous Fiscal Months (including on a pro forma basis after giving effect to any losses in respect
of acquisitions made during such period) ; and


 


(G)
the proceeds of the Delayed Draw Term Loan shall only be used for growth capital purposes, working capital purposes and general corporate
purposes of the Credit Parties.


 


Each
Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder,
as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied.


 


(c)
Principal Repayments of the Delayed Draw Term Loan. Borrower shall make principal payments on the Delayed Draw Term Loan to the
Agent for the pro rata benefit of the Lenders in consecutive monthly installments on each Payment Date equal to (x) with respect to each
monthly Payment Date occurring from August 1, 2022 through July 1, 2023, 0.4166% of the aggregate principal amounts of all Delayed Draw
Term Loans that have been made prior to the applicable Payment Date and (y) with respect to each monthly Payment Date occurring from
August 1, 2023 through the Stated Maturity Date, 0.8333% of the aggregate principal amounts of all Delayed Draw Term Loans that have
been made prior to the applicable Payment Date. Borrower shall repay the entire outstanding balance of the Delayed Draw Term Loan on
the Stated Maturity Date. Amounts repaid or prepaid on any of the Term Loans may not be reborrowed.


 


1.2
Term and Prepayment.


 


(a)
Upon the Maturity Date of the Loan, Borrower shall pay to Agent for the pro rata benefit of the Lenders (i) all outstanding principal
and accrued but unpaid interest on the Loan and (ii) all other Obligations relating to the Loan then due to or incurred by Agent or the
Lenders.


 


(b)
On any Payment Date after the Closing Date, so long as no Default or Event of Default has occurred hereunder, Borrower shall have the
right upon thirty (30) calendar days’ prior written notice to Agent, to make a voluntary prepayment (a “Voluntary Prepayment”)
of all or part of principal amount of the Term Loans then outstanding, provided that any partial Voluntary Prepayment shall be in a minimum
amount of $500,000 or whole multiples of $100,000 in excess thereof. If the Borrower elects to prepay the Term Loans in full or in part
pursuant to this Section 1.2(b) or otherwise, or if the Term Loans are mandatorily prepaid in whole or in part pursuant to any
other clause of this Section 1.2 (each, a “Mandatory Prepayment” and together with any Voluntary Prepayment,
the “Prepayments”), the Borrower shall pay to the Agent for the benefit of the Lenders a prepayment fee as follows:
(i) in the case of any Prepayment (other than under Section 1.2(f) or in connection with a Casualty Event under Section 1.2(c))
made prior to the first anniversary of the Closing Date, 4% of the principal Loan amount being prepaid on the date of such Prepayment;
(ii) in the case of any Prepayment (other than under Section 1.2(f) or in connection with a Casualty Event under Section 1.2(c))
made on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, 3% of the principal
Loan amount being prepaid on the date of such Prepayment; and (iii) in the case of any Prepayment (other than under Section 1.2(f)
or in connection with a Casualty Event under Section 1.2(c)) made on or after the second anniversary of the Closing Date and
prior to the third anniversary of the Closing Date, 2% of the principal Loan amount being prepaid on the date of such Prepayment. Each
Lender shall have the right in its sole discretion to decline any Mandatory Prepayment in accordance with Section 1.2(i) below.


 


(c)
Asset Sales and Casualty Events. Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Asset
Sale or any Casualty Event by any Credit Party or any of its Subsidiaries, Credit Parties shall make Mandatory Prepayments of the Obligations
to be applied thereto in accordance with Section 1.8 in an aggregate amount equal to 100% of such Net Cash Proceeds.


 


(d)
Debt Issuance or Preferred Stock Issuance. Not later than one (1) Business Day following the receipt of any Net Cash Proceeds
of any Debt Issuance or Preferred Stock Issuance by Borrower or any of its Subsidiaries, at the election of Agent, Borrower shall make
Mandatory Prepayments of the Obligations to be applied thereto in accordance with Section 1.8 in an aggregate amount equal to
100% of such Net Cash Proceeds. The provisions of this Section 1.2(d) shall not be an implied consent to any such issuance otherwise
prohibited by the terms of this Agreement.


 




    	 	3	 



    	 	 	 



    

 


(e)
Reserved.


 


(f)
Prepayments from Excess Cash Flow. On the date that the Borrower’s financial statements are required to be delivered to
Agent under Section 4.1 for the periods ending December 31 of each calendar year, beginning with the financial statements for
the period ending December 31, 2022, the Borrower shall deliver a certificate (the “Excess Cash Flow Certificate”),
executed by a Responsible Officer of Borrower, to Agent and the Lenders which shall set forth the calculation of Excess Cash Flow for
such period and offer to prepay the Obligations in an amount equal to (x) (A) if the Total Leverage Ratio is greater than or equal to
2.50:1.00, fifty percent (50%) of Excess Cash Flow and (B) if the Total Leverage Ratio is less than 2.50:1.00, twenty-five percent (25%)
of Excess Cash Flow, less (y) all Voluntary Prepayments made during such calendar year on the Term Loans. The Borrower shall make
any Prepayment under this clause (f) on the date that is ten (10) Business Days after the date that Borrower’s financial statements
are required to be delivered to Agent under Section 4.1 for the period ending December 31 of each calendar year. Excess Cash Flow
for calendar year shall be calculated on the basis of the financial statements delivered to Agent pursuant to the Section 4.1
for period ending on the last day of such calendar year. Each Lender may accept or reject the offer to prepay the Obligations made pursuant
to this Section 1.2(f) by causing a written notice of such acceptance or rejection to be delivered to Agent on or before the second
day prior to the date the Prepayment is due. A failure by a Lender to respond to an offer to prepay made pursuant to this Section
1.2(f) on or before such date shall be deemed to constitute an acceptance of such offer. All such prepayments from Excess Cash Flow
shall be applied to the Obligations in accordance with Section 1.8.


 


(g)
Reserved.


 


(h)
Reserved.


 


(i)
Lender Option to Decline Prepayment. With respect to any Mandatory Prepayment required pursuant to this Section 1.2. except
for any Mandatory Prepayment that would result in the payment, in full, of the outstanding Obligations, any Lender, at its option, may
elect not to accept such prepayment as provided below. The Borrower shall use commercially reasonable efforts to notify the Agent of
any event giving rise to a prepayment under Section 1.2 at least five (5) Business Days prior to the date of such prepayment.
Each such notice shall specify the expected date of such prepayment and provide a reasonably detailed estimated calculation of the amount
of such prepayment that is required to be made under this Section 1.2 (the “Prepayment Amount”). The Agent
will promptly notify each Lender of the contents of any such prepayment notice so received from the Borrower, including the date on which
such prepayment is expected to be made by the Borrower (the “Prepayment Date”). Any Lender may decline to accept all
or any portion of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice
to the Agent no later than two (2) Business Days after the date of such Lender’s receipt of notice from the Agent regarding such
prepayment. If any Lender does not give a notice to the Agent on or prior to such second Business Day informing the Agent that it declines
to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount
equal to the Prepayment Amount including the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall
be paid to the Agent by the Borrower and applied by the Agent ratably to prepay the applicable Loan owing to Lenders (other than Declining
Lenders) in the manner described in Section 1.8 for such prepayment. The portion of such Prepayment Amount that was allocated
to any Declining Lender shall be applied pro rata to the Lenders who have not declined their share of such Prepayment Amount.


 


1.3
Use of Proceeds.


 


Borrower
shall use the proceeds of the Loan (i) for growth capital purposes, working capital purposes and other corporate purposes (ii) for the
refinancing of the Existing Indebtedness (not including subordinated Indebtedness, payments of which shall be permitted only in accordance
with the terms of the relevant subordination agreement made in favor of Agent for the benefit of the Lenders), and (iii) to pay any fees
associated with transactions contemplated under this Agreement and the other Loan Documents.


 




    	 	4	 



    	 	 	 



    

 


1.4
Single Loan.


 


The
Loan and all of the other Obligations shall constitute one general obligation of Borrower secured by all of the Collateral.


 


1.5
Interest.


 


(a)
Borrower shall pay interest to Agent for the pro rata benefit of the Lenders on the outstanding balance of the Loan at a per annum
rate equal to LIBOR plus the Applicable Margin. All computations of interest on the Loan shall be made by Agent on the basis of a
three hundred and sixty (360) day year, in each case for the actual number of days occurring in the period for which such interest is
payable. In no event will Agent charge interest at a rate that exceeds the highest rate of interest permissible under any law that a
court of competent jurisdiction shall, in a final determination, deem applicable.


 


(b)
Interest shall be payable on the balance of the Loan (i) monthly in arrears and shall be due on the first day of each Fiscal Month (ii)
on the Maturity Date of the Loan, and (iii) if any interest accrues or remains payable after the Maturity Date of the Loan, upon demand
by Agent.


 


(c)
Effective upon the occurrence of any Event of Default and for so long as any Event of Default shall be continuing, the interest rate
applicable to the Loan shall automatically be increased by two percent (2.0%) per annum (such increased rate, the “Default Rate”),
and all outstanding Obligations, including accrued but unpaid interest (to the extent permitted under applicable law), shall continue
to accrue interest from the date of such Event of Default until the earlier of (x) the date on which such Obligations are paid in full
and (y) the date on which such Event of Default ceases to be continuing, at the Default Rate applicable to such Obligations.


 


(d)
If any payment to the Agent or any Lender under this Agreement becomes due and payable on a day other than a Business Day, such Payment
Date shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such
extension.


 


(e)
Notwithstanding anything to the contrary set forth in this Section 1.5, if a court of competent jurisdiction determines in a final
order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful
Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal
to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is
less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the
total interest received by Agent for the pro rata benefit of the Lenders is equal to the total interest that would have been received
had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date
as otherwise provided in this Agreement. In no event shall the total interest received by Agent for the pro rata benefit of the Lenders
pursuant to the terms hereof exceed the amount that Agent could lawfully have received had the interest due hereunder been calculated
for the full term hereof at the Maximum Lawful Rate.


 


1.6
Fees.





 


Borrower
agrees to pay to Agent for the pro rata benefit of the Lenders:


 


(a)
the fees set forth in that certain Fee Letter, dated as of the Closing Date, by and among Agent and the Borrower (as amended, the “Fee
Letter”);


 


(b)
all fees, costs and expenses of closing due and owing and presented as of the Closing Date, including without limitation, those relating
to (i) Agent’s due diligence review and evaluation of the transaction, (ii) the preparation, negotiation, execution and delivery
of the Loan Documents, (iii) the closing of the Transactions, (iv) all appraisal, audit, environmental, title work, travel, inspection,
surveys, filing, search and registration fees, (v) any loan, escrow, recording and transfer fees and taxes (as applicable), and (vi)
Agent’s counsel fees and expenses relating to any of the foregoing, together with an estimate of post-closing fees and expenses.


 




    	 	5	 



    	 	 	 



    

 


The
Borrower agrees that any fees due and payable by the Borrower on the Closing Date, or on the funding date of any Delayed Draw Term Loan,
may be satisfied by the Agent, or the Delayed Draw Term Lenders making such Delayed Draw Term Loan, deducting or setting off the amount
of such fees from the proceeds of the Term Loan funded to the Borrower on the Closing Date, or on such funding date of a Delayed Draw
Term Loan, and by Agent paying such fees to the Persons to whom such fees are owed (or each Lender paying such fees to itself in the
case that the Lender funds a Term Loan to the Borrower directly, and not by first funding Agent before a Term Loan is funded to Borrower).


 


1.7
Receipt of Payments; Taxes.


 


(a)
Borrower shall make each payment under this Agreement (not otherwise made pursuant to Section 1.8) without set-off, counterclaim
or deduction and free and clear of all Taxes not later than 1:00 PM New York City time on the day when due in lawful money of the United
States of America in immediately available funds to an account specified by the Agent in writing, except as required by applicable law.
If a Withholding Agent shall be required by applicable law to deduct any Taxes from any payment to any Recipient under any Loan Document,
then the applicable Withholding Agent shall be entitled to make such deduction and shall timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable
by Borrower shall be increased so that, after making all required deductions (including such deductions applicable to additional sums
payable under this Section 1.7), the applicable Recipient receives an amount equal to that which it would have received had no
such deductions been made. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at
the option of Agent timely reimburse it for the payment of, any Other Taxes. As soon as practicable after any payment of Taxes by Borrower
to a Governmental Authority pursuant to this Section 1.7, Borrower shall deliver to Agent the original or a certified copy of
a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to Agent.


 


(b)
If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has
been indemnified pursuant to Section 1.7(a) or Section 1.10 (including by the payment of additional amounts pursuant to
Section 1.7(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section
1.7(b) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 1.7(b), in no event will the indemnified party be required to pay any
amount to an indemnifying party pursuant to this Section 1.7(b) the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise
to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This Section 1.7(b) shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


1.8
Application and Allocation of Payments.


 


Borrower
irrevocably agrees that Agent shall have the continuing and exclusive right to apply any and all payments against the then due and payable
Obligations in such order as Agent may deem advisable; provided, however, that unless Agent elects otherwise any and all
Mandatory Prepayments shall be applied against the then due and payable Obligations as follows: (a) first, against the remaining
principal installments of the Term Loan (including the final installment on the Maturity Date) in inverse order of maturity until the
principal on the Term Loans is paid in full; (b) second, to payment of all accrued unpaid cash interest on the Obligations; (c)
third, to payment of reasonable costs and expenses, including documented attorneys’ fees, of Agent payable or reimbursable
by Credit Parties under the Loan Documents; (d) fourth, to payment of any other amounts owing constituting Obligations; and (e)
fifth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. Each of Lenders or other
Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses
(a), (b), (d) and (e) above.


 




    	 	6	 



    	 	 	 



    

 


1.9
Accounting.


 


Each
Lender is authorized to record on its books and records the date and amount of the Loan and each payment of principal thereof and such
recordation shall constitute prima facie evidence of the accuracy of the information so recorded.


 


1.10
Indemnity.


 


Borrower
and each other Credit Party executing this Agreement jointly and severally agree to indemnify and hold each Recipient and their Affiliates,
and each of their respective employees, officers, attorneys, advisors and agents (each, an “Indemnified Person”),
harmless from and against any and all suits, actions, proceedings, claims, damages, demands, losses, liabilities and expenses of any
kind or nature whatsoever (including reasonable and documented attorneys’ fees and disbursements and other costs of investigation
or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified
Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with
respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to,
this Agreement and the other Loan Documents or any other documents or transactions contemplated by or referred to herein or therein and
any actions or failures to act with respect to any of the foregoing, including any and all product liabilities, Environmental Liabilities,
Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 1.7 or
Section 1.10) and reasonable legal costs and expenses arising out of or incurred in connection with disputes between or among
any parties to any of the Loan Documents (collectively, “Indemnified Liabilities”), except to the extent that any
such Indemnified Liability is finally determined by a non-appealable court order by a court of competent jurisdiction to have resulted
solely from such Indemnified Person’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE
TO ANY CREDIT PARTY, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH
PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY
BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS
A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.


 


1.11
[Intentionally Omitted].


 


1.12
Joinder of New Subsidiaries as a Credit Party, Etc.


 


As
soon as possible (and in any event upon the earlier of (a) ten (10) Business Days after formation or (b) the date on which such Subsidiary
owns any material assets) after the formation of any new Subsidiary of a Credit Party or simultaneously with the consummation of acquisition
of any new Subsidiary of a Credit Party, Borrower shall take such actions as required by Section 3.28 and cause such new Subsidiary
to become a Grantor and either a co-Borrower or Guarantor and under this Agreement by having the following documents delivered to the
Lenders: (i) a Secretarial Certificate, a Power of Attorney and a Joinder Agreement in the forms of Exhibits C, D and H
attached hereto, respectively, duly completed, executed and delivered by such new Subsidiary, (ii) security and other collateral
documents, filings and instruments with respect to such new Subsidiary of the types described on Schedule D attached hereto, (iii) an
opinion of counsel to such new Subsidiary, in form, substance and scope comparable to the legal opinion of Grantor’s counsel delivered
to Agent and Lenders on the Closing Date and (iv) an updated Disclosure Schedule (3.7).


 




    	 	7	 



    	 	 	 



    

 


1.13
Non-Funding Lenders.


 


Unless
Agent shall have received notice from any Lender prior to the date such Lender is required to make any payment hereunder with respect
to the Loan that such Lender will not make such payment (or any portion thereof) available to Agent, Agent may assume that such Lender
has made such payment available to Agent on the date such payment is required to be made in accordance with this Section 1 and
Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. Borrower agrees to repay
to Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available
to Borrower until the date such amount is repaid to Agent, at the interest rate applicable to the Obligation that would have been created
when Agent made available such amount to Borrower had such Lender made a corresponding payment available; provided, however,
that such payment shall not relieve such Lender of any obligation it may have to Borrower. In addition, any Lender that shall not have
made available to Agent any portion of any payment described above (any such Lender, a “Non-Funding Lender”) agrees
to pay such amount to Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrower
until the date such amount is repaid to Agent, at the interest rate applicable at the time to the Term Loan. Such repayment shall then
constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation.
The existence of any Non-Funding Lender shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender
shall be responsible for the failure of any Non-Funding Lender to make any payment required under any Loan Document.


 


1.14
Substitution of Lenders.


 


(a)
Substitution Right. In the event that any Lender that is not an Affiliate of Agent (an “Affected Lender”),
(i) becomes a Non-Funding Lender with respect to the Loan or (ii) does not consent to any amendment, waiver or consent to any Loan Document
for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, Borrower may either pay in full
such Affected Lender with respect to amounts due on the Term Loan of such Lender with the consent of Agent or substitute for such Affected
Lender any Lender or any Affiliate of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld
or delayed) to Agent (in each case, a “Substitute Lender”).


 


(b)
Procedure. To substitute such Affected Lender or pay in full the Obligations owed to such Affected Lender under such Lender’s
Term Loan, Borrower shall deliver a notice to Agent and such Affected Lender. The effectiveness of such payment or substitution shall
be subject to the delivery to Agent by Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of
(i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such
payment or substitution, all Obligations owing to such Affected Lender with respect to such Lender’s Term Loan (including those
that will be owed because of such payment and all Obligations that would be owed to such Lender as if it was solely a Lender hereunder),
and (ii) in the case of a substitution, (A) payment of the assignment fee set forth in Section 8(a) and (B) an assumption agreement
in form and substance satisfactory to Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of
the Loan Documents and assume the Term Loan Commitment of the Affected Lender.


 


(c)
Effectiveness. Upon satisfaction of the conditions set forth in clause (b) above, Agent shall record such substitution
or payment in the Register, whereupon (i) in the case of any payment in full of all Obligations owing to such Affected Lender, such Affected
Lender’s Term Loan Commitments shall be terminated and (ii) in the case of any substitution, (A) the Affected Lender shall sell
and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan
Documents with respect to such Lender’s Term Loan, except that the Affected Lender shall retain such rights expressly providing
that they survive the repayment of the Obligations and the termination of the Term Loan Commitments, (B) the Substitute Lender shall
become a “Lender” hereunder having a Term Loan Commitment in the amount of such Affected Lender’s Term Loan Commitment
and (C) the Affected Lender shall execute and deliver to Agent an Assignment Agreement to evidence such substitution and deliver any
Note in its possession with respect to its Term Loan; provided, however, that the failure of any Affected Lender to execute
any such Assignment Agreement or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid.


 






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2.
CONDITIONS PRECEDENT


 


2.1
Conditions to the Loan.


 


No
Lender shall be obligated to make a Term Loan on the Closing Date, unless and until all of the following conditions have been satisfied
in a manner satisfactory to Agent in its sole discretion, or waived in writing by Agent:


 


(a)
Closing Checklist. The documents and other items or actions set forth on the Closing Checklist (Schedule D) shall have
been duly executed and delivered, or completed by the appropriate parties, except where such Closing Checklist indicates that such document
item or action may be delivered or completed after the Closing Date;


 


(b)
Insurance. Agent shall have received evidence satisfactory to it that the insurance policies provided for in Section 3.16
are in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in
favor of Agent as required under such Section;


 


(c)
Opinions of Counsel. Agent shall have received opinions of counsel to the Credit Parties with respect to this Agreement, the Notes
and the other Loan Documents in form and substance satisfactory to Agent;


 


(d)
Fees. Borrower has paid the fees under the Fee Letter due and payable on the Closing Date to Agent for the pro rata benefit of
the Lenders and shall have reimbursed Agent for all reasonable and documented attorneys fees, and other costs and expenses of closing
due and owing and presented as of the Closing Date (together with any estimates of any post-closing costs and expenses related to post-closing
items, if any), each in immediately available funds, or authorized the Agent to deduct the Closing Fee and such other fees, costs and
expenses of closing from the amount of the Term Loan made on the Closing Date;


 


(e)
Real Property Requirements. The Agent shall have received, in each case:


 


(i)
a Mortgage encumbering each Real Property owned by any Credit Party in favor of the Agent, for the benefit of the Lenders, duly executed
and acknowledged by such Credit Party that is the owner of or holder of any fee interest in such Real Property, and otherwise in form
for recording or registration in the recording office or title office of each applicable political subdivision where each such Real Property
is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording
or filing thereof to create a Lien under applicable Requirements of Law, and such financing statements and any other instruments necessary
to grant a mortgage Lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory
to Agent;


 


(ii)
with respect to each Real Property owned by any Credit Party, such consents, approvals, amendments, supplements, estoppels, tenant subordination
agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Agent in
order for the owner or holder of the fee interest constituting such Real Property to grant the Lien contemplated by the Mortgage with
respect to such Real Property;


 


(iii)
with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of
title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein
in the amount equal to in the case of Mortgaged Property owned by a Credit Party, not less than 115% of the fair market value of such
Mortgaged Property and fixtures, which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be
issued by a title insurance company reasonably acceptable to the Agent, (B) to the extent necessary, include such reinsurance arrangements
(with provisions for direct access, if necessary) as shall be reasonably acceptable to the Agent, (C) contain a “tie-in”
or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location
or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or
where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to Agent)
as shall be reasonably requested by the Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning,
contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision,
mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions
to title other than exceptions acceptable to the Agent;


 




    	 	9	 



    	 	 	 



    

 


(iv)
with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification
(including a so-called “gap” indemnification) as shall be required to induce the title insurance company to issue the Title
Policy/ies and endorsements contemplated above;


 


(v)
evidence reasonably acceptable to the Agent of payment by Borrower of all Title Policy premiums, search and examination charges, escrow
charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages
and issuance of the Title Policies referred to above;


 


(vi)
with respect to each Real Property owned or leased by a Credit Party, copies of all leases in which Borrower or any Subsidiary holds
the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any
Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either
expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be acceptable to
the Agent;


 


(vii)
with respect to each Mortgaged Property, each Credit Party shall have made all notifications, registrations and filings, to the extent
required by, and in accordance with, all governmental real property disclosure requirements applicable to such Mortgaged Property;


 


(viii)
surveys sufficient to obtain a survey or equivalent endorsement with respect to each Mortgaged Property;


 


(ix)
a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and


 


(x)
environmental site assessment reports of Real Property owned, lease or operated by each Credit Party, the results of which shall be satisfactory
to Agent in its sole discretion.


 


(f)
Representations and Warranties. Any representation or warranty by any Credit Party contained herein or in any of the other Loan
Documents shall be true and correct (x) as stated as to representations and warranties which contain materiality limitations, and (y)
in all material respects as to all other representations and warranties; except to the extent that any such representation or warranty
is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as
of such earlier date (x) as stated as to representations and warranties which contain materiality limitations, and (y) in all material
respects as to all other representations and warranties;


 


(g)
Material Adverse Effect. No event or circumstance that has had or reasonably could be expected to have a Material Adverse Effect
has occurred;


 


(h)
Default. No Default has occurred or is continuing or would result after giving effect to the Loan;


 


(i)
Financings and Other Transactions, etc.


 


(i)
The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material
respects in accordance with the terms hereof and the terms of the Loan Documents, without the waiver or amendment of any such terms not
approved by the Agent.


 


(ii)
The management, capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure
of the Credit Parties (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in
connection with the Transactions shall be satisfactory to the Agent.


 




    	 	10	 



    	 	 	 



    

 


(iii)
The Agent shall have received evidence reasonably satisfactory to it that all Indebtedness of the Credit Parties existing prior to the
Closing Date and not permitted under Section 5.1 shall have been paid in full from Proceeds of the Loan, and that the commitment
by any prior lender to make extensions of credit to the Credit Parties has been terminated to the satisfaction of the Agent with all
liens in favor of such prior lenders being unconditionally released; the Agent shall have received a “pay-off” letter in
form and substance reasonably satisfactory to the Agent with respect to all such Indebtedness being paid in full from such Proceeds and
any such commitment to make extensions of credit terminated; and the Agent shall have received from any Person holding any Lien securing
any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security
interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Agent shall have reasonably
requested to release and terminate of record the Liens securing such debt.





 


(j)
Indebtedness and Minority Interests. After giving effect to the Transactions and the other transactions contemplated hereby, no
Credit Party shall have outstanding any Indebtedness or preferred stock other than (i) the Loans hereunder, (ii) the Indebtedness and
preferred stock listed on Disclosure Schedule (3.18), and (iii) any Indebtedness otherwise permitted under Section 5.1;


 


(k)
Requirements of Law. The Credit Parties and the Transactions shall be in full compliance with all material Requirements of Law,
including Regulations T, U and X of the Federal Reserve Board, and shall have received satisfactory evidence of such compliance reasonably
requested by them;


 


(l)
Consents. All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions, and there
shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood
of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby;


 


(m)
Litigation. There shall be no litigation, public or private, or administrative proceedings, governmental investigation or other
legal or regulatory developments, actual or threatened, that, singly or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or could materially and adversely affect the ability of the Credit Parties to fully and timely perform their
respective obligations under the Loan Documents or the ability of the parties to consummate the financings contemplated hereby or the
other Transactions;


 


(n)
Sources and Uses. The sources and uses of the Loan shall be as set forth in Section 1.3;


 


(o)
Personal Property Requirements. The Agent shall have received:


 


(i)
original stock certificates and instruments of transfer and stock powers undated and endorsed in blank, with respect to all Pledged Securities;


 


(ii)
all other certificates, agreements, or instruments necessary to perfect the Agent’s security interest in all Pledged Securities,
Chattel Paper, all Instruments, and all Investment Property of each Credit Party (to the extent required hereunder);


 


(iii)
UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office, United
States Copyright Office, and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate
or, in the opinion of the Agent, desirable to perfect the Liens created, or purported to be created, hereunder (including, in the case
of Collateral consisting of motor vehicles subject to certificate of title statutes in the United States, the Agent shall have received
the original title certificates for such motor vehicles);


 




    	 	11	 



    	 	 	 



    

 


(iv)
certified copies (to the extent applicable) of UCC, United States Patent and Trademark Office and United States Copyright Office, tax
and judgment lien searches, bankruptcy, execution and pending lawsuit searches or equivalent reports or searches, each of a recent date
listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed
in those Federal, provincial, state and county jurisdictions in which any Credit Party is organized or maintains its chief executive
office, principal place of business, property or assets with a value in excess of $50,000 and such other searches that are required by
the Perfection Certificate or that the Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended
to be covered hereunder (other than Permitted Liens or any other Liens acceptable to the Agent); and


 


(v)
evidence acceptable to the Agent of payment or arrangements for payment by the Credit Parties of all applicable recording taxes, fees,
charges, costs and expenses required for the recording of Liens.


 


(p)
USA PATRIOT Act. The Lenders and the Agent shall have timely received the information required under Section 10.13 and
background investigations of the Guarantors and the Borrower’s management and the results thereof shall be satisfactory to Agent
in its sole discretion;


 


(q)
Tax Analysis. Agent shall have completed a tax analysis of each Credit Party, the results of which shall be satisfactory to Agent
in its sole discretion;


 


(r)
Capitalization Information. Agent shall have received from the Borrower an accurate and complete capitalization table reflecting
all of the direct and indirect owners of the Borrower (including the applicable ownership percentages) as of: (i) the date immediately
prior to the Closing Date (the “Pre-Closing Cap Table”), and (ii) the date immediately following the Closing Date
(the “Post-Closing Cap Table”) (collectively, the “Cap Tables”);


 


(s)
Organization Chart. Agent shall have received from the Borrower an accurate and complete organization chart reflecting all of
the direct and indirect Subsidiaries and/or Affiliates of the Borrower (including the applicable ownership percentages) as of: (i) the
date immediately prior to the Closing Date (the “Pre-Closing Organization Chart”), and (ii) the date immediately following
the Closing Date (the “Post-Closing Organization Chart”) (collectively, the “Organization Charts”).
To the extent that the Pre-Closing Organization Chart is identical to the Post-Closing Organization Chart, the Borrower may certify to
Agent that the Post-Closing Organization Chart is identical to the Pre-Closing Organization Chart; and


 


(t)
Warrant Agreement. On the Closing Date, Borrower shall issue to Lenders warrants exercisable to purchase shares of common stock
of the Borrower equal (in the aggregate) to 450,000 shares of the outstanding common stock of Borrower (or a greater amount equal to
the equivalent thereof if there are further share or option issuances prior to the Closing Date) on a fully diluted basis at an exercise
price per share equal to the weighted average trading price of the Borrower’s common stock on the five (5) Business Days prior
to the Closing Date (the “Closing Date Warrants”). Simultaneously with the drawing of the Delayed Draw Term Loan,
the Borrower shall issue to Lenders additional warrants exercisable to purchase shares of common stock of the Borrower equal to 150,000
shares of the outstanding common stock of Borrower (or a greater amount equal to the equivalent thereof if there are further share or
option issuances prior to the drawing of the Delayed Draw Term Loan) (the “Delayed Draw Warrants”). If Borrower fails
to receive Net Cash Proceeds of an Equity Issuance in an amount of at least $9,000,000 within 90 days of the Closing Date, Borrower shall
issue to Lenders on such date additional warrants exercisable to purchase shares of common stock of the Borrower equal to 900,000 shares
of the outstanding common stock of Borrower (or a greater amount equal to the equivalent thereof if there are further share or option
issuances prior to such date) (the “Equity Issuance Warrants” and, together with the Closing Date Warrants and the
Delayed Draw Warrants, the “Warrants”). The Delayed Draw Warrants and the Equity Issuance Warrants (if any) shall
rank pari-passu with, and shall be issued with the same terms, conditions, and price per share as, the Closing Date Warrants, except
that the strike price per share shall be equal to the lesser of (i) the strike price per share of the Closing Date Warrants and (ii)
a strike price equal to the weighted average trading price of the Borrower’s common stock on the five (5) Business Days prior to
the date of issuance of such Warrants. The Warrants shall have an exercise period of five (5) years from the date of issuance. The Warrants
shall have weighted average anti-dilution protection against subsequent equity sales or distributions at less than the Warrant exercise
price.


 




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(u)
Delivery of SBA Documents. The Borrower shall have delivered the following documents in form and substance reasonably satisfactory
to Agent and each Lender that is an SBIC (and, as applicable, duly executed and dated as of the Closing Date or an earlier date satisfactory
to such SBIC):


 


(i)
a Note;


 


(ii)
the SBA Side Letter;


 


(iii)
each duly executed and completed SBA Form; and


 


(iv)
such other documents or instruments as reasonably requested by such SBIC to comply with the Act.


 


(v)
Financial Information. The Borrower shall have delivered the following documents in form and substance reasonably satisfactory
to Agent:


 


(i)
Background checks on certain officers and members of management of the Borrower as determined by Agent; and


 


(ii)
Evidence of the solvency of the Borrower, the Subsidiaries and the Guarantors on a consolidated basis, pursuant to a form of solvency
certificate in the form of Exhibit G hereto.


 


(w)
Exchange of Evergreen Convertible Note. The holders of the Evergreen Convertible Note shall have exchanged the Evergreen Convertible
Note for shares of Series B Preferred Stock pursuant to the Exchange Agreement.


 


3.
REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS


 


To
induce Agent and the Lenders to enter into this Agreement and to induce the Lenders to make the Loan, Borrower and each other Credit
Party executing this Agreement, jointly and severally, represent and warrant to Agent and each Lender (each of which representations
and warranties shall survive the execution and delivery of this Agreement), and promise to and agree with Agent and each Lender until
the Termination Date as follows:


 


3.1
Corporate Existence; Compliance with Law.


 


Each
Grantor: (a) is, as of the Closing Date, and will continue to be (i) (A) a corporation, limited liability company or limited partnership,
as applicable, duly organized, and validly existing and (B) in good standing under the laws of the jurisdiction of its incorporation
or organization, (ii) duly qualified to do business and in good standing in each other jurisdiction where its ownership or lease of property
or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected
to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent
failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and
(b) has and will continue to have (i) the requisite corporate power, or limited liability company power, as applicable, and authority
and the legal right to execute, deliver and perform its obligations under the Loan Documents, and to own, pledge, mortgage or otherwise
encumber and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore or
proposed to be conducted, and (ii) except as could not, individually, or in the aggregate, reasonably be expected to have a Material
Adverse Effect, all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities
having jurisdiction over such Grantor that are necessary or appropriate for the conduct of its business.


 




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3.2
Executive Offices; Corporate or Other Names.


 


(a)
Each Grantor’s name as it appears in official filings in the jurisdiction of its incorporation or organization, (b) the type of
entity of each Grantor, (c) the organizational identification number issued by each Grantor’s jurisdiction of incorporation or
organization or a statement that no such number has been issued, (d) each Grantor’s jurisdiction of organization or incorporation,
and (e) the location of each Grantor’s chief executive office and locations of Collateral when not in use by a customer of any
Grantor are as set forth in Disclosure Schedule (3.2) and, except as set forth in such Disclosure Schedule, such locations have
not changed during the preceding twelve (12) months. As of the Closing Date, during the prior five (5) years, except as set forth in
Disclosure Schedule (3.2), no Grantor has been known as or conducted business in any other name (including trade names) than the
name of such Grantor set forth on the signature page hereto. Borrower has only one jurisdiction of incorporation or organization.


 


3.3
Corporate Power; Authorization; Enforceable Obligations.


 


The
execution, delivery and performance by each Grantor of the Loan Documents to which it is a party, and the creation of all Liens provided
for herein and therein: (a) are and will continue to be within such Grantor’s power and authority; (b) have been and will continue
to be duly authorized by all necessary or proper action; (c) are not and will not be in violation of any Requirement of Law or Contractual
Obligation of such Grantor; (d) do not and will not result in the creation or imposition of any Lien (other than Permitted Liens) upon
any of the Collateral; and (e) do not and will not require the consent or approval of any Governmental Authority or any other Person.
As of the Closing Date, each Loan Document shall have been duly executed and delivered on behalf of each Grantor party thereto, and each
such Loan Document upon such execution and delivery shall be and will continue to be a legal, valid and binding obligation of such Grantor,
enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar
laws affecting creditors’ rights generally.


 


3.4
Financial Statements; Books and Records.


 


(a)
The annual, quarterly and monthly Financial Statements of the Grantors delivered pursuant to Section 4.1 present fairly in all
material respects the financial condition of such Grantors as of the date of each such Financial Statement in accordance with GAAP (subject
to normal year-end adjustments and to the absence of footnotes in the case of unaudited statements).


 


(b)
The Grantors shall keep proper Books and Records in which proper entries, reflecting all consolidated and consolidating financial transactions,
will be made in accordance with GAAP and all Requirements of Law in all material respects of all financial transactions and the assets
and business of each Grantor on a basis consistent with the Financial Statements.


 


(c)
Simultaneously with the delivery of the monthly Financial Statements pursuant to Section 4.1, Grantors shall deliver to the Agent
performance reports, in form and substance reasonably satisfactory to Agent.


 


3.5
Material Adverse Change.


 


Between
December 31, 2020 and the Closing Date, no events with respect to any Grantor have occurred that alone or in the aggregate has had or
could reasonably be expected to have a Material Adverse Effect. No Requirement of Law or Contractual Obligation of any Grantor has or
has had or could reasonably be expected to have a Material Adverse Effect. No Grantor is in default, and to such Grantor’s knowledge
no third party is in default, under or with respect to any of its Contractual Obligations, that alone or in the aggregate has had or
could reasonably be expected to have a Material Adverse Effect.


 


3.6
Reserved.


 


3.7
Subsidiaries.


 


Except
as set forth in Disclosure Schedule (3.7), as of the Closing Date, Borrower does not have any Subsidiaries. The issued and outstanding
Stock of Borrower (excluding all rights to purchase, options, warrants or similar rights or agreements pursuant to which Borrower may
be required to issue, sell, repurchase or redeem any of its Stock) as of the Closing Date is accurately reflected in the organizational
chart delivered pursuant to Section 3.29(c) and set forth on Schedule 10(a) to the Perfection Certificate or any Perfection
Certificate Supplement (whichever was most recently delivered to Agent).


 




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3.8
Government Regulation; Margin Regulations.


 


No
Grantor is subject to or regulated under any Federal or state statute, rule or regulation that restricts or limits such Person’s
ability to incur Indebtedness, pledge its assets, or to perform its obligations under the Loan Documents. The making of the Loan, the
application of the proceeds and repayment thereof, and the consummation of the transactions contemplated by the Loan Documents do not
and will not violate any Requirement of Law. No Grantor is engaged, nor will it engage, in the business of extending credit for the purpose
of “purchasing” or “carrying” any “margin security” as such terms are defined in Regulation U of
the Federal Reserve Board as now and hereafter in effect (such securities being referred to herein as “Margin Stock”).
No Grantor owns any Margin Stock, and none of the proceeds of the Loan or other extensions of credit under this Agreement will be used,
directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or reducing or retiring any Indebtedness that was
originally incurred to purchase or carry any Margin Stock. No Grantor will take or permit to be taken any action that might cause any
Loan Document to violate any regulation of the Federal Reserve Board.


 


3.9
Taxes; Charges.


 


Except
as disclosed in Disclosure Schedule (3.9), all tax returns, reports and statements required by any Governmental Authority to be
filed by Borrower or any other Grantor have, as of the Closing Date, been filed and will, until the Termination Date, be filed with the
appropriate Governmental Authority and no tax Lien has been filed against any Grantor or any Grantor’s property. Borrower and each
Grantor has paid all federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except (a) Taxes that are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse Effect. Disclosure Schedule (3.9) sets forth
as of the Closing Date those taxable years for which any Grantor’s tax returns are currently being audited by the IRS or any other
applicable Governmental Authority and any assessments or threatened assessments in connection with such audit, or otherwise currently
outstanding. As of the Closing Date, no Grantor has agreed or been requested to make any adjustment under Section 481(a) of the IRC,
by reason of a change in accounting method or otherwise, which could reasonably be expected to have a Material Adverse Effect.


 


3.10
Payment of Obligations.


 


Each
Grantor will pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all of its
material Charges and other obligations of whatever nature, except where the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such
Grantor and none of the Collateral is or could reasonably be expected to become subject to any Lien or forfeiture or loss as a result
of such contest.


 


3.11
ERISA.


 


(a)
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other existing ERISA Events, could
reasonably be expected to have a Material Adverse Effect. Except as disclosed in Disclosure Schedule (3.11), the present value
of all accumulated benefit obligations of the Grantors under each Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by more than $50,000 when aggregated with the potential Withdrawal Liability, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial
Account Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed the fair market
value of the assets of such underfunded Plans by more than $50,000 when aggregated with the potential Withdrawal Liability. No Grantor
or ERISA Affiliate has incurred or reasonably expects to incur any Withdrawal Liability in excess of $50,000.


 




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(b)
Each Grantor shall furnish to the Agent (x) as soon as possible after, and in any event within five (5) days after any Responsible Officer
of any Credit Party or any of its ERISA Affiliates knows or has reason to know that, any ERISA Event has occurred that, alone or together
with any other ERISA Event could reasonably be expected to result in liability of the Credit Parties or any of their ERISA Affiliates
in an aggregate amount exceeding $50,000 or the imposition of a Lien, a statement of a Responsible Officer of such Credit Party or such
ERISA Affiliate setting forth details as to such ERISA Event and the action, if any, that such Credit Party or such ERISA Affiliate proposes
to take with respect thereto; (y) upon request by the Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed by any Credit Party or any ERISA Affiliate with the IRS with respect to each Plan; (ii) the most recent actuarial
valuation report for each Plan; (iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor
or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any
Plan (or employee benefit plan sponsored or contributed to by any Credit Party) as the Agent shall reasonably request and (z) promptly
following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that any Credit Party or its ERISA Affiliate
may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that any Credit Party or
its ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if any Credit Party or its ERISA Affiliate
has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit
Party or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide
copies of such documents and notices promptly after receipt thereof.


 


3.12
Litigation.


 


Except
as specifically disclosed in Disclosure Schedule (3.12), there are no actions, suits, proceedings, claims or disputes pending,
or to the knowledge of each Credit Party, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority,
against any Credit Party or any of their respective Properties which:


 


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


 


(b)
would reasonably be expected to result in equitable relief or monetary judgment(s), individually or in the aggregate, in excess of $50,000.


 


No
injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery or performance of this Agreement, any other Loan Document, or directing that
the transactions provided for herein or therein not be consummated as herein or therein provided. As of the Closing Date, except with
respect to matters set forth on Disclosure Schedule (3.12), no Credit Party or any Subsidiary of any Credit Party is the subject
of an audit or, to each Credit Party’s knowledge, any review or investigation by any Governmental Authority (excluding the IRS
and other taxing authorities) concerning the violation or possible violation of any Requirement of Law. Each Grantor shall notify Agent
promptly in writing upon learning of the existence, threat or commencement of any such Litigation or any such order, investigation or
audit.


 


3.13
Intellectual Property.


 


The
Grantors own, or are licensed to use, all such Intellectual Property material to its business as currently conducted, except for such
Intellectual Property the failure of which to so own or be so licensed could not reasonably be expected to have a Material Adverse Effect.
Each Grantor will take all necessary steps to preserve its ownership and licenses in such Intellectual Property so as to permit Agent
to sell, transfer, rent, or use the Collateral upon the occurrence and during the continuation of an Event of Default. To permit Agent
to sell, transfer, rent, or use the Collateral upon the occurrence and during the continuation of an Event of Default, each Grantor hereby
grants to Agent an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such
Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired
by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all software and programs
used for the compilation or printout thereof. As of the Closing Date, the Grantors own or are licensed to use the Intellectual Property
as set forth in Disclosure Schedule (3.13). Each Grantor shall maintain the patenting and registration of all Intellectual Property
with the United States Patent and Trademark Office, the United States Copyright Office, or other appropriate Governmental Authority.
In the event that any Grantor becomes aware that any Intellectual Property material to the conduct of its business has been or is about
to be infringed, misappropriated or diluted by a third party in any material respect, such Grantor promptly shall notify the Agent and
shall take such actions as are appropriate under the circumstances to protect such Intellectual Property, including, if consistent with
good business judgment, promptly suing for infringement, misappropriation or dilution, and to recover any and all damages for such infringement,
misappropriation or dilution.


 




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3.14
Full Disclosure.


 


No
information contained in any Loan Document, the Financial Statements or any written statement furnished by or on behalf of any Grantor
under any Loan Document, or to induce Agent and the Lenders to execute the Loan Documents (as such information has been amended, supplemented
or superseded by any other information later delivered to the same parties receiving such information, provided that the delivery
of such amended, supplemented or superseding information shall not cure any Event of Default arising under Section 7.1(b) other
than with respect to this Section 3.14), contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained herein or therein not materially misleading in light of the circumstances under which they were made.


 


3.15
Environmental Liabilities.


 


Except
as set forth in Disclosure Schedule (3.15), as of the Closing Date, (a) no Grantor is subject to any Environmental Liabilities
or, to any Grantor’s knowledge, potential Environmental Liabilities, that could reasonably be expected to result in Environmental
Liabilities in excess of $50,000 in the aggregate and (b) no notice has been received by any Grantor identifying it as a “potentially
responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of any Grantor, there
are no facts, circumstances or conditions that may result in any Grantor being identified as a “potentially responsible party”
under CERCLA or analogous state statutes, in each such case if such circumstance could reasonably be expected to result in Environmental
Liabilities in excess of $50,000 in the aggregate. Each Grantor: (i) shall comply in all material respects with all applicable Environmental
Laws and environmental permits, (ii) shall notify Agent in writing within seven (7) days if and when it becomes aware of any Release,
on, at, in, under, above, to, from or about any real property owned, leased or occupied by a Grantor if such Release could reasonably
be expected to result in Environmental Liabilities in excess of $50,000 in the aggregate, (iii) shall notify Agent in writing within
seven (7) days if and when it becomes aware of any claims that could form the basis for any Environmental Liabilities that could reasonably
be expected to result in Environmental Liabilities in excess of $50,000 in the aggregate, and (iv) shall notify Agent in writing within
seven (7) days if and when it becomes aware of any occurrences of non-compliance with Environmental Laws or environmental permits. Without
limiting the foregoing, if an Event of Default is continuing or if Agent at any time has a reasonable basis to believe that there exist
violations of Environmental Laws by any Grantor or that there exist any Environmental Liabilities, in each case, that would have, in
the aggregate, a Material Adverse Effect, then each Grantor shall, promptly upon receipt of request from Agent, cause the performance
of, and allow Agent access to such real property for the purpose of conducting, such environmental audits and assessments, including
subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as Agent may from time to time reasonably
request. Such audits, assessments and reports, to the extent not conducted by Agent shall be conducted and prepared by reputable environmental
consulting firms reasonably acceptable to Agent and shall be in form and substance reasonably acceptable to Agent. Each Credit Party
has made available to Agent copies of all existing environmental reports, reviews and audits and all documents prepared since January
1, 2010 pertaining to actual or potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents
are in their possession, custody, control or otherwise available to the Credit Parties.


 


3.16
Insurance.


 


As
of the Closing Date, Disclosure Schedule (3.16) lists all insurance of any nature maintained by Borrower with respect to the Collateral
as well as all liability insurance maintained by the Grantors, as well as a summary of the terms of such insurance.


 


(a)
Coverage. Without limiting any of the other obligations or liabilities of the Grantors under this Agreement, the Grantors shall,
during the term of this Agreement, carry and maintain, at its own expense, at least the minimum insurance coverage set forth in this
Section 3.16. All insurance carried pursuant to this Section 3.16 shall be placed with such insurers having a minimum A.M.
Best rating of A-:VIII (or as may be otherwise reasonably acceptable to the Agent), be in such amounts as are customarily carried or
maintained by similarly situated entities engaged in similar businesses, and be in such form, with terms, conditions, limits and deductibles
as shall be reasonably acceptable to Agent. The insurance required to be carried and maintained by Grantors hereunder shall, in all events,
include, without limitation, the following:


 




    	 	17	 



    	 	 	 



    

 


(i)
[reserved]


 


(ii)
Commercial General Liability Insurance. The Grantors shall maintain comprehensive general liability insurance written on an occurrence
basis with a limit of not less than $1,000,000, which shall include property damage insurance coverage at all times in an amount of not
less than $150,000. Such coverage shall include, but not be limited to, premises/operations, broad form contractual liability, products/completed
operations, property damage and personal injury liability; and,


 


(iii)
Excess/Umbrella Liability Insurance. Subject to the requirements of Schedule F, the Grantors shall maintain excess and/or
umbrella liability insurance written on an occurrence basis in an amount not less than $20,000,000 providing coverage limits excess of
the insurance limits required under subsection (a)(ii). Such insurance shall follow the form of the primary insurances and drop
down in case of exhaustion of underlying limits and/or aggregates.


 


(b)
Endorsements. The Grantors shall cause all insurance policies carried and maintained in accordance with this Section 3.16
to be endorsed as follows:


 


(i)
Agent, on behalf of Lenders, shall be named as lender’s loss payee with respect to property policy described in subsection (a)(i).
Agent, on behalf of Lenders, shall be named as an additional insured with respect to liability policies described in subsections (a)(ii)
and, to the extent allowed by law, (a)(iii). It shall be understood that any obligation imposed upon the Grantors, including
but not limited to the obligation to pay premiums, shall be the sole obligation of the Grantors and not that of the Agent; and,


 


(ii)
With respect to property policy described in subsection (a)(i), the interests of the Agent shall not be invalidated by any action
or inaction of any Grantor or any other Person, and shall insure the Agent regardless of any breach or violation by any Grantor or any
other Person, of any warranties, declarations or conditions of such policies; and,


 


(iii)
If such insurance is canceled for any reason whatsoever, including nonpayment of premium, or any changes are initiated by the Grantors
or the carrier which affect the interests of the Agent, such cancellation or change shall not be effective as to the Agent until thirty
(30) days (or 10 days, in the case of a cancellation resulting from the non-payment of any insurance premiums) after receipt by Agent
of written notice from such insurer.


 


(c)
Certifications. On the Closing Date, and at each policy renewal, but not less than annually, the Grantors shall provide to the
Agent a certification from each insurer or by an authorized representative of each insurer. Such certification shall identify the underwriters,
the type of insurance, the limits, deductibles, and term thereof and shall specifically list the special provisions delineated in section
(b) above for such insurance required for this Section 3.16.


 


(d)
Reserved.


 


(e)
Notice to Agent. The Grantors shall notify the Agent immediately whenever any separate insurance concurrent in form or contributing
in the event of loss with that required to be maintained under this Section 3.16 is taken out by any Credit Party; and promptly
deliver to the Agent a copy of such policy or policies.


 


(f)
Flood Insurance. With respect to each Mortgaged Property (if any), the Grantors shall obtain flood insurance in such total amount
as the Agent or the Required Lenders may from time to time require, if at any time the area in which any improvements located on any
Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as amended from time to time and all legislation, and rules and regulations thereunder, administered
by the relevant local conservation authority with respect to flood plain management and other conservation matters.


 




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(g)
Mortgaged Properties. No Credit Party that is an owner of any Mortgaged Property shall take any action that is reasonably likely
to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Credit Party’s
respective Mortgage or that could be the basis for a defense to any claim under any insurance policy maintained in respect of the mortgaged
properties, and each Credit Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the mortgaged
properties; provided, however, that each Credit Party may, at its own expense and after written notice to the Agent, (i)
contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which
does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 3.16 or (ii)
cause the insurance policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of
this Section 3.16.


 


Borrower
shall direct all present and future insurers under its policies of insurance to pay all proceeds payable thereunder with respect to the
Collateral directly to Agent for application pursuant to Section 1.2(c). If any insurance proceeds are paid by check, draft or
other instrument payable to Borrower and Agent jointly, Agent may endorse Borrower’s name thereon and do such other things as Agent
may deem advisable to reduce the same to cash.


 


3.17
Solvency.


 


Both
before and after giving effect to (a) the Loan, the issuance of the Guarantees of the Obligations and the pledge of assets as security
therefor by all of the Grantors, (b) the disbursement of the proceeds of the Loan pursuant to the instructions of the Borrower, and (c)
the payment and accrual of all transaction costs in connection with the foregoing, the Borrower and its Subsidiaries taken as a whole
are Solvent.


 


3.18
Other Financings.


 


Except
as disclosed in Disclosure Schedule (3.18) attached hereto, none of the Credit Parties has outstanding as of the Closing Date
any Indebtedness.


 


3.19
Conduct of Business.


 


Each
Grantor (a) shall conduct its business substantially as now conducted or as otherwise permitted hereunder, and (b) shall at all times
maintain, preserve and protect all of the Collateral and keep the same in good repair, working order and condition and make, or cause
to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with manufacturer specifications and
industry practices.


 


3.20
Further Assurances.


 


At
any time and from time to time, upon the written request of Agent and at the sole expense of the Grantors, the Grantors shall promptly
and duly execute and deliver any and all such further instruments and documents and take such further action as Agent may reasonably
deem desirable (a) to obtain the full benefits of this Agreement and the other Loan Documents, (b) to protect, preserve and maintain
Agent’s rights in any Collateral and security interests or the equivalent under any foreign law, or (c) to enable Agent to exercise
all or any of the rights and powers herein granted.


 


3.21
Collateral/Maintenance of Property.


 


(a)
Each Grantor holds and will continue to hold good title to any of its property constituting the Collateral and none of such property
is or will be subject to any Liens except Permitted Liens.


 


(b)
Each Grantor shall (i) maintain and preserve in all material respects in good working order and condition the Collateral and all other
of its property necessary in the conduct of its business, and such Collateral shall be maintained in accordance with all manufacturer’s
suggested and recommended maintenance procedures, including preventive maintenance, (ii) obtain, maintain and preserve all material rights,
permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease,
sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings
with, and give all required notices to, Governmental Authorities, (iii) maintain the Collateral in compliance with all statutes, laws,
ordinances, regulations, standards, directives, orders, judgments and permits (including environmental) issued by any Governmental Authority,
and (iv) promptly after request by Agent to the extent the fair market value of such Collateral exceeds $50,000 at any time, note or
shall have noted Agent’s Lien on all certificates of title of such Collateral, to the extent such Collateral is located in the
United States and subject to motor vehicle registration requirements.


 




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(c)
Collateral shall not be located in, in transit to or used by a customer, in any country, state, nation, or territory (i) listed on the
Lists or otherwise under United States sanctions for conducting business or (ii) set forth on Schedule E hereto (as such Schedule
E may be amended by written notice from time to time by Agent to Borrower on a prospective basis) (each a “Restricted Location”).
Upon an amendment to Schedule E pursuant to the forgoing sentence such that Collateral is located in a Restricted Location that
was not located in a Restricted Location prior to such amendment, no Grantor shall extend or renew any rental agreements or enter into
any new rental agreements which would cause the Collateral to be located in, in transit to or in use in a Restricted Location by a customer
of such Grantor and such Grantor shall remove such Collateral from such Restricted Location within fifteen (15) days from the delivery
of such notice or, if such Collateral is subject to a rental agreement with a customer of such Grantor at such time, fifteen (15) days
from the end of the then current term of such rental agreement. When not in transit to or in use by a customer of any Grantor, the Collateral
will primarily be located at the Chief Executive Office or a Rental Office.


 


(d)
Real Property. Schedules 8(a) and 8(b) to the Perfection Certificate dated the Closing Date contain a true and complete
list of each interest in Real Property (i) owned by any Credit Party as of the Closing Date and describes the type of interest therein
held by such Credit Party and whether such owned Real Property is leased and if leased whether the underlying lease contains any option
to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale
of such Real Property or any portion thereof or interest therein and (ii) leased, subleased or otherwise occupied or utilized by any
Credit Party, as lessee, sublessee, franchisee or licensee, as of the Closing Date and describes the type of interest therein held by
such Credit Party and, in each of the cases described in clauses (i) and (ii) of this Section 3.21(d), whether any
lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions.


 


3.22
Anti-Terrorism and Anti-Money Laundering Compliance.


 


(a)
No Credit Party and, after making due inquiry, no Person who owns a controlling interest in or otherwise controls a Credit Party, and
no customer of a Credit Party, is (i) listed on the Specially Designated Nationals and Blocked Persons List (the “SDN List”)
maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or on any other similar
list (“Other Lists” and, collectively with the SDN List, the “Lists”) maintained by the OFAC pursuant
to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (ii) a Person
(a “Designated Person”) either (A) included within the term “designated national” as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224,
66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar
Executive Orders (collectively, the “Executive Orders”). The OFAC Laws and Regulations and the Executive Orders are
collectively referred to in this Agreement as the “Anti-Terrorism Laws”. Each of the Credit Parties represents and
warrants that it requires, and has taken reasonable measures to ensure compliance with the requirement, that no Person who owns any other
direct interest in a Credit Party is or shall be listed on any of the Lists or is or shall be a Designated Person. This Section 3.22
shall not apply to any Person to the extent that such Person’s interest in the Borrower is through a U.S. Publicly-Traded Entity.
As used in this Agreement, “U.S. Publicly-Traded Entity” means a Person (other than an individual) whose securities
are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary
of such a Person.


 




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(b)
Each Credit Party represents and warrants that it has taken reasonable measures appropriate to the circumstances (and in any event as
required by law), with respect to each holder of a direct or indirect interest in such Credit Party, to assure that funds invested by
such holders in the Credit Parties are derived from legal sources (“Anti-Money Laundering Measures”). The Anti-Money
Laundering Measures have been undertaken in accordance with the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq. (“BSA”),
and all applicable laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering
violations under 18 U.S.C. §§ 1956 and 1957 (collectively with the BSA, “Anti-Money Laundering Laws”).


 


(c)
Each Credit Party represents and warrants to Agent and each Lender, to its actual knowledge after making due inquiry, that no such Credit
Party or any holder of a direct or indirect interest in such Credit Party (i) is under investigation by any Governmental Authority for,
or has been charged with, or convicted of, money laundering under 18 U.S.C. §§ 1956 and 1957, drug trafficking, terrorist-related
activities or other money laundering predicate crimes, or any violation of the BSA, (ii) has been assessed civil penalties under any
Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.


 


(d)
Each Credit Party represents and warrants to Agent and each Lender that it has taken reasonable measures appropriate to the circumstances
(in any event as required by law), to ensure that such Credit Party is in compliance with all current and future Anti-Money Laundering
Laws and laws, regulations and government guidance for the prevention of terrorism, terrorist financing and drug trafficking.


 


(e)
Each Credit Party and its respective directors, officers and employees and, to the knowledge of the applicable Credit Party, the agents
of each Credit Party and their Subsidiaries, are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder (the “FCPA”) and any other applicable anti-corruption law, including without limitation
the UK Bribery Act, in all material respects. The Credit Parties and their Subsidiaries have instituted and maintained, and shall maintain,
policies and procedures designed to ensure continued compliance with the FCPA and any other applicable anti-corruption laws.


 


3.23
Maintenance of Corporate Existence.


 


Each
Credit Party shall preserve and maintain (a) its legal existence and good standing under the laws of the jurisdiction of its incorporation
or organization and (b) it rights (charter and statutory), privileges franchises and Permits necessary or desirable in the conduct of
its business, except, in the case of this clause (b), where the failure to do so would not, in the aggregate, have a Material
Adverse Effect.


 


3.24
Compliance with Laws, Etc.


 


Each
Credit Party shall comply with all applicable Requirements of Law, Contractual Obligations and Permits, except for such failures to comply
that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


3.25
Landlord Agreements.


 


Upon
the request of Agent, each Grantor shall (a) obtain a landlord waiver from the lessor of its Chief Executive Office (provided that such
landlord waiver shall not be required to be delivered until the date set forth on Schedule F) and (b) shall use commercially reasonable
efforts to obtain a landlord or mortgagee waiver, as applicable, from the lessor of each leased property or mortgagee of any owned property
with respect to each location where Collateral with an aggregate value in excess of $50,000 and/or Books and Records are stored or located,
which agreement shall be reasonably satisfactory in form and substance to Agent; provided, however, no Grantor shall be required to deliver
a landlord waiver from the lessor of any leased property that operates as a flexible or shared workspace.


 






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3.26
Deposit Accounts; Cash Collateral Accounts. Borrower and each Guarantor shall maintain a cash management system which is acceptable
to Agent (the “Cash Management System”), which shall operate as follows:


 


(a)
All Proceeds of Collateral held by Borrower or any other Credit Party (other than funds being collected pursuant to the provisions stated
below) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Disclosure Schedule (3.26)
or other accounts in form and substance reasonably satisfactory to Agent subject to the terms of this Agreement and the applicable
Control Agreements.


 


(b)
Borrower shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense controlled accounts
or lockboxes and related deposit accounts, which, on the Closing Date, shall consist of accounts and related lockboxes maintained by
the financial institutions as described on Disclosure Schedule (3.26) hereto (in each case, “Controlled Accounts”),
or with such other banks as are acceptable to Agent into which Borrower and Guarantors shall promptly deposit and direct their respective
Account Debtors to directly remit all payments on Accounts and all payments constituting Proceeds of Collateral in the identical form
in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of
the Credit Parties. Within fifteen (15) Business Days following the Closing Date, Borrower and Guarantors shall deliver, or cause to
be delivered, to Agent a Control Agreement, in form and substance reasonably satisfactory to Agent, duly authorized, executed and delivered
by each bank where a Controlled Account for the benefit of Borrower or any Guarantor is maintained. Borrower shall further execute and
deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Agent may require in connection with
such Controlled Accounts and such Control Agreements. Borrower and Guarantors shall not establish any deposit accounts after the Closing
Date into which Proceeds of Collateral are deposited, unless Borrower or such Guarantor has complied in full with the provisions of this
Section 3.26 with respect to such deposit accounts. Borrower and each Guarantor agrees that from and after the delivery of an
Activation Notice (as such term is defined in Section 3.26(d)) below all payments made to such Controlled Accounts or other funds
received and collected by Agent or any Lender, whether in respect of the Accounts or as Proceeds of Collateral shall be treated as payments
to Agent and the Lenders in respect of the Obligations and therefore shall constitute the property of Agent and the Lenders to the extent
of the then outstanding applicable Obligations.


 


(c)
Reserved.


 


(d)
The applicable bank at which any Controlled Accounts are maintained shall agree from and after the receipt of a notice (an “Activation
Notice”) from Agent (which Activation Notice may, or upon instruction of the applicable Required Lenders, shall, be given by
Agent at any time during an Event of Default) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Controlled
Account to the account designated as collection account (the “Collection Account”).


 


(e)
From and after the delivery of an Activation Notice, Agent shall apply all such funds in the Collection Account on a daily basis to the
repayment of the applicable Obligations in accordance with Section 7.4. Notwithstanding the foregoing sentence, after payment
in full has been made of the amounts required under Section 7.4, upon the applicable Credit Party’s request and as long
as no Default has occurred and is continuing and all other conditions precedent to a Borrowing have been satisfied, any additional funds
deposited in the Collection Account shall be released to such Credit Party.


 


(f)
Borrower, Guarantors and their directors, employees, agents and other Affiliates shall promptly deposit or cause the same to be deposited,
any monies, checks, notes, drafts or any other payment relating to and/or Proceeds of Collateral which come into their possession or
under their control in the applicable Controlled Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. Borrower
agrees to reimburse Agent on demand for any amounts owed or paid to any bank at which a Controlled Account is established or any other
bank or person involved in the transfer of funds to or from the Controlled Accounts arising out of Agent’s payments to or indemnification
of such bank or person.


 


3.27
Reserved.


 




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3.28
After-acquired Property; Additional Collateral.


 


Each
Grantor shall:


 


(a)
Subject to this Section 3.28, with respect to any property acquired after the Closing Date by any Credit Party that is intended
to be subject to the Lien created by any of the Loan Documents but is not so subject, promptly (and in any event within thirty (30) days
after the acquisition thereof) (i) execute and deliver to the Agent such other documents as the Agent shall deem necessary or advisable
to grant to the Agent for the benefit of the Lenders, a Lien on such property subject to no Liens other than Permitted Liens, and (ii)
take all actions necessary to cause such Lien to be duly perfected to the extent required hereunder in accordance with all applicable
Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Agent.
The Borrower shall otherwise take such actions and execute and/or deliver to the Agent such documents as the Agent shall require to confirm
the validity, perfection and priority of the Lien hereunder on such after-acquired properties.


 


(b)
As soon as possible (and in any event within the earlier of (x) ten (10) Business Days after formation or (y) the date on which such
Subsidiary owns any material assets) after the formation of any new Subsidiary (including any Foreign Subsidiary) of a Credit Party and
in any event prior to the transfer of any material assets to such new Subsidiary, or simultaneously with the consummation of acquisition
of any new Subsidiary of a Credit Party, (i) deliver to the Agent the original certificates, if any, representing all of the Equity Interests
of such Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by
a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Credit
Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Credit Party and (ii)
cause such new Subsidiary (A) to execute a Joinder Agreement in the form of Exhibit H or such comparable documentation to become
a Grantor and Guarantor under this Agreement, and (B) to take all actions necessary or advisable in the opinion of the Agent to cause
the Lien created hereunder to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements
of Law (including any applicable foreign laws), including the execution by Borrower or the applicable Credit Party of a Joinder Agreement
in the form of Exhibit H or such comparable documentation to the applicable Pledge Agreement and the filing of financing statements
(or foreign equivalents) in such jurisdictions as may be reasonably requested by the Agent and to the extent such new Subsidiary owns
Collateral subject to motor vehicle registration requirements which is located in the United States that has a fair market value in the
aggregate in excess of $50,000 and Agent has requested notation of its Lien on the applicable certificates of title, the noting or (having
noted) of the Agent’s Lien on all certificates of title of such Collateral (except where such notation is not permitted under the
laws of the applicable jurisdiction).


 


(c)
Promptly grant to the Agent, within thirty (30) days of the acquisition thereof, a security interest in and Mortgage on each Real Property
owned in fee by such Credit Party as is acquired by such Credit Party after the Closing Date and that, together with any improvements
thereon, individually has a fair market value of at least $50,000, as additional security for the Obligations (unless the subject property
is already mortgaged to a third party to the extent permitted by Section 5.2). Such Mortgages shall be granted pursuant to documentation
reasonably satisfactory in form and substance to the Agent and shall constitute valid and enforceable perfected Liens subject only to
Permitted Liens or other Liens acceptable to the Agent. The Mortgages or instruments related thereto shall be duly recorded or filed
in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Agent
required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid
in full. Such Credit Party shall otherwise take such actions and execute and/or deliver to the Agent such documents as the Agent shall
require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired
Real Property (including a Title Policy, a survey and local counsel opinion (in form and substance reasonably satisfactory to the Agent)
in respect of such Mortgage).


 




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3.29
Equity Interests and Subsidiaries.


 


(a)
Equity Interests. Schedules 1(a) and 10(a) to the Perfection Certificate dated the Closing Date set forth a list
of (i) all the Subsidiaries of Borrower and the other Credit Parties and their jurisdictions of organization as of the Closing Date and
(ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of shares
covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests
of each Credit Party are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Borrower,
are owned by Borrower, directly or indirectly through Wholly Owned Subsidiaries. Each Credit Party is the record and beneficial owner
of, and has good and marketable title to, the Equity Interests pledged by it hereunder, free of any and all Liens, rights or claims of
other persons, except the security interest created by the Loan Documents, and there are no outstanding warrants, options or other rights
to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or
that requires the issuance or sale of, any such Equity Interests.


 


(b)
No Consent of Third Parties Required. Other than the approval of the Board of Directors of the issuer of the Equity Interests,
no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder
or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the
creation, perfection or priority status of the security interest of the Agent in any Equity Interests pledged to the Agent for the benefit
of the Lenders hereunder or the exercise by the Agent of the voting or other rights provided for hereunder or the exercise of remedies
in respect thereof.


 


(c)
Organizational Chart. Schedule 10(a) to the Perfection Certificate or any Perfection Certificate Supplement (whichever
was most recently delivered to Agent) sets forth an accurate organizational chart, showing the ownership structure of Borrower and each
Subsidiary on the Closing Date, and after giving effect to the Transactions, is set forth on Schedule 10(a) to the Perfection
Certificate dated the Closing Date.


 


3.30
Security Documents.


 


(a)
Mortgages. Each Mortgage will upon execution and delivery thereof be effective to create, in favor of the Agent, for the benefit
of the Lenders, legal, valid and enforceable first priority Liens on, and security interests in, all of the Credit Parties’ right,
title and interest in and to the mortgaged properties thereunder and the proceeds thereof, subject only to Permitted Liens or other Liens
acceptable to the Agent, and when such Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate
dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions
of Sections 3.20 and 3.28, when such Mortgage is filed in the offices specified in the local counsel opinion delivered
with respect thereto in accordance with the provisions of Sections 3.20 and 3.28), such Mortgages shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the mortgaged properties thereunder
and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage.


 


(b)
Valid Liens. Each Loan Document, including any such document delivered pursuant to Sections 3.20 and 3.28 will,
upon execution and delivery thereof, be effective to create in favor of the Agent, for the benefit of the Lenders, legal, valid and enforceable
perfected Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral thereunder,
and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii)
upon the taking of possession or control by the Agent of such Collateral with respect to which a security interest may be perfected only
by possession or control (which possession or control shall be given to the Agent to the extent required hereunder), such Liens will
constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in such Collateral,
in each case subject to no Liens other than the applicable Permitted Liens.


 


3.31
Reserved.


 




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3.32
Government Contracts.


 


Except
as set forth in Disclosure Schedule (3.32), as of the Closing Date, no Credit Party is a party to any contract or agreement with
any Governmental Authority and no Credit Party’s Collateral is subject to the Federal Assignment of Claims Act (31 U.S.C. Section
3727) or any similar state or local law.


 


3.33
Customer and Trade Relations.


 


As
of the Closing Date, there exists no actual or, to the knowledge of any Credit Party, threatened termination or cancellation of, or any
material adverse modification or change in (a) the business relationship of any Credit Party with any customer or group of customers
whose purchases during the preceding twelve (12) calendar months caused them to be ranked among the ten (10) largest customers of such
Credit Party or (b) the business relationship of any Credit Party with any supplier essential to its operations.


 


3.34
Bonding; Licenses.


 


Except
as set forth in Disclosure Schedule (3.34), as of the Closing Date, no Credit Party is a party to or bound by any surety bond
agreement, indemnification agreement therefor or bonding requirement with respect to products or services sold by it.


 


3.35
Affiliate Transactions.


 


No
Credit Party is party to any transaction with any Affiliate of the Borrower or of any Subsidiary of the Borrower, except those permitted
by Section 5.7 hereof and those set forth on Disclosure Schedule (3.35).


 


3.36
Post-Closing Matters.


 


The
Credit Parties shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent, the items (or undertake the efforts)
described on Schedule F on or before the dates specified thereon.


 


3.37
Investment Company Act.


 


No
Credit Party is an “investment company” or a company “controlled” by an “investment company,” as
defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.


 


3.38
Notice of Change in Investment Company Status.


 


The
Borrower shall provide Agent with prompt written notice of any change with respect to its representation in Section 3.37 above,
but in no event later than fifteen (15) days following any such change.


 


3.39
Notice of Change in Ownership.


 


The
Borrower shall provide Agent with an updated Cap Table within seven (7) Business Days following a change in ownership of any Credit Party.


 


3.40
Notice of Change in Organization Chart.


 


The
Borrower shall provide Agent with an updated Organization Chart within seven (7) Business Days following a change in the organization
of any Credit Party.


 


3.41
Escrow Reserve for Litigation.


 


At
the request of Agent, Borrower shall deposit, within 10 Business Days of such request, $250,000 with an escrow agent satisfactory to
Agent pursuant to an escrow agreement in form and substance satisfactory to Agent as a litigation reserve to cover expenses of any Litigation
described on Disclosure Schedule (3.12).


 






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4.
FINANCIAL MATTERS; REPORTS


 


4.1
Reports and Notices.


 


The
Credit Parties shall furnish to the Agent and each Lender:


 


(a)
Monthly Reports. Within thirty (30) days after the last day of each Fiscal Month of the Credit Parties, the balance sheets of
the Credit Parties on a consolidated and consolidating basis as at the end of such Fiscal Month and as of the end of the preceding Fiscal
Year, and the related statements of operations, working capital reports, the related statements of profits and losses and related statements
of cash flows of the Credit Parties on a consolidated basis for such Fiscal Month and for the elapsed portion of the Fiscal Year ended
with the last day of such Fiscal Month, which shall set forth in comparative form such figures as at the end of and for such Fiscal Month
and appropriate prior period and shall be certified by the Chief Financial Officer of the Borrower to have been prepared in accordance
with GAAP and to present fairly in all material respects the financial position of the Credit Parties on a consolidated basis as at the
end of such period and the results of operations for such period, and for the elapsed portion of the Fiscal Year ended with the last
day of such period, subject only to normal year-end and audit adjustments and the absence of footnotes. Simultaneously with the delivery
of the monthly Financial Statements pursuant to this Section 4.1(a), the Credit Parties shall deliver a monthly operational report
in the form of an excel spreadsheet containing the information set forth in Exhibit M, as well as an updated Schedule G;


 


(b)
Quarterly Reports. Within forty-five (45) days after the last day of each of the Fiscal Quarters of each Fiscal Year of the Credit
Parties, the balance sheets of the Credit Parties on a consolidated and consolidating basis as at the end of such Fiscal Quarters and
as of the end of the preceding Fiscal Year, and the related statements of operations, the related statements of profits and losses and
the related statements of cash flows of the Credit Parties on a consolidated basis for such Fiscal Quarters and for the elapsed portion
of the Fiscal Year ended with the last day of such Fiscal Quarters, which shall set forth in comparative form such figures as at the
end of and for such Fiscal Quarters and appropriate prior period and shall be certified by the Chief Financial Officer of the Borrower
to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Credit Parties
on a consolidated basis as at the end of such period and the results of operations for such period, and for the elapsed portion of the
Fiscal Year ended with the last day of such period, subject only to normal year-end and audit adjustments and the absence of footnotes;


 


(c)
Annual Reports. Within one hundred twenty (120) days after the end of each Fiscal Year of the Credit Parties, the audited consolidated
balance sheet of the Credit Parties as of the end of such Fiscal Year and the related audited consolidated statements of operations for
such Fiscal Year and for the previous Fiscal Year, the related audited consolidated statements of profits and losses and the related
audited consolidated statements of cash flows and stockholders’ equity for such Fiscal Year and for the previous Fiscal Year, which
shall be accompanied by an opinion, without a going concern or similar qualification or an exception as to scope, prepared by an independent
certified public accountant of recognized national standing reasonably acceptable to Agent, together with a statement of such accountants
that in connection with their audit, nothing came to their attention that caused them to believe that the Borrower or any other Credit
Party was not in compliance with the financial covenants set forth in Section 4.2 below insofar as they relate to accounting matters;


 


(d)
Financial Officer’s Certificate. At the time the financial statements are furnished pursuant to Sections 4.1(a),
4.1(b) and 4.1(c), a Compliance Certificate in the form attached as Exhibit E executed by a Responsible Officer
of the Borrower as to the financial performance of the Credit Parties; provided, for the avoidance of doubt, that a certification regarding
the Credit Parties’ compliance with the financial covenants set forth in Section 4.2 shall only be required to be included
with the Compliance Certificates delivered for the applicable dates set forth in such Section 4.2 in connection with the quarterly
financial statements under Section 4.1(b) and the annual financial statements under Section 4.1(c) and not the monthly
financial statements delivered under Section 4.1(a);


 


(e)
Board Reports. Any materials, documents or reports distributed to any member of the Borrower’s Board of Directors, to the
extent such information is not protected by attorney-client privilege;


 


(f)
Liquidity. Within three (3) Business days after the end of each Fiscal Month, beginning with the Fiscal Month ending July 31,
2021, Borrower shall deliver a Liquidity Certificate in the form attached as Exhibit L reporting to Agent the Liquidity as of
the last day of the Fiscal Month just ended, which Liquidity Certificate shall be executed and certified by the Chief Financial Officer
as true and correct;


 


(g)
Responsible Officer’s Certificate Regarding Collateral. Concurrently with any delivery of Financial Statements under Section
4.1(a), a certificate of a Responsible Officer setting forth the information required pursuant to the Perfection Certificate Supplement
or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate
Supplement;


 




    	 	26	 



    	 	 	 



    

 


(h)
Public Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements
and other materials filed by any Credit Party with any provincial securities commission or the Securities and Exchange Commission, or
any Governmental Authority succeeding to any or all of the functions of said commissions, or with any national securities exchange, or
distributed to shareholders or holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or
any trustee, agent or other representative therefor), as the case may be;


 


(i)
Management Letters. Promptly after the receipt thereof by any Credit Party, a copy of any “management letter” received
by any such Person from its independent chartered accountants and the management’s responses thereto;


 


(j)
Budgets. Within two (2) Business Days following approval by the Borrower’s Board of Directors, but no later than February
15 of each Fiscal Year, a consolidated budget for Borrower in form reasonably satisfactory to the Agent, but to include balance sheets,
statements of income and sources and uses of cash, for (i) each month of such Fiscal Year prepared in detail and (ii) each Fiscal Year
thereafter, through and including the Fiscal Year in which the Termination Date occurs, prepared in summary form, in each case, with
appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement
of a Financial Officer of Borrower to the effect that each budget has been prepared in good faith and based on assumptions believed to
be reasonable and, promptly when available, any significant revisions of such budget;


 


(k)
Organization. Concurrently with any delivery of Financial Statements under Section 4.1(a), an accurate organizational chart
as required by Section 3.29(c), or confirmation that there are no changes to Schedule 10(a) to the Perfection Certificate
dated the Closing Date;


 


(l)
Organizational Documents. Promptly provide copies of any Organizational Documents that have been amended or modified in accordance
with the terms hereof and deliver a copy of any notice of default or “Triggering Event” given or received by any Credit Party
under any Organizational Document within five (5) days after such Credit Party gives or receives such notice;


 


(m)
Appraisals. At any time after the occurrence of a Default promptly upon the request of the Agent, an appraisal report performed
at the expense of Borrower by a another nationally recognized appraiser satisfactory to Agent, setting forth in reasonable detail the
orderly liquidation value of the Collateral; and


 


(n)
Other Information. Promptly, from time to time, such other reports and information regarding the Collateral, operations, business
affairs, financial condition, prospects or management of any Credit Party, or compliance with the terms of any Loan Document, as the
Agent or any Lender may reasonably request, all in reasonable detail.


 


4.2
Financial Covenants.


 


(a)
Net Leverage Ratio. Beginning with the Fiscal Quarter ending December 31, 2021, if Liquidity of the Credit Parties is less than
$3,500,000, as of the last day of any Fiscal Quarter, the Credit Parties shall not permit Net Leverage Ratio to exceed 3.00:1.00 for
the trailing four Fiscal Quarter period ending on such Fiscal Quarter and for any trailing four Fiscal Quarter period ending thereafter
until average Liquidity is greater than or equal to $3,500,000 for a period of thirty (30) consecutive days.


 


(b)
Minimum Liquidity. As of the last day of each Fiscal Month, beginning with the Fiscal Month ending July 31, 2021, Credit Parties
shall not permit Liquidity to be less than $2,500,000.


 




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4.3
Other Reports and Information.


 


The
Grantors shall advise Agent in reasonable detail promptly after becoming aware of: (a) any Lien, other than Permitted Liens, attaching
to or asserted against any of the Collateral or any occurrence causing a material loss or decline in value of any Collateral and the
estimated (or actual, if available) amount of such loss or decline; (b) any material change in the composition of the Collateral; and
(c) the occurrence of any Default or other event that has had or could reasonably be expected to have a Material Adverse Effect. The
Grantors shall, upon request of Agent, furnish to Agent such other reports and information in connection with the affairs, business,
financial condition, operations, prospects or management of Borrower or any other Grantor or the Collateral as Agent may reasonably request,
all in reasonable detail.


 


4.4
Series B Preferred Stock Notices.


 


The
Credit Parties shall provide to Agent promptly, but no later than five (5) Business Days after receipt thereof, (i) any notice from the
holders of the Borrower’s Series B Preferred Stock that a Triggering Event has occurred under and as defined in the Series B Certificate
of Designations and (ii) any other notice received by the Credit Parties from the holders of the Borrower’s Series B Preferred
Stock or under the Series B Certificate of Designations


 


4.5
Reserved.





 


5.
NEGATIVE COVENANTS


 


Borrower
and each Credit Party executing this Agreement covenants and agrees (for itself and each other Credit Party) that, without Agent’s
prior written consent, from the Closing Date until the Termination Date, neither Borrower nor any other Credit Party shall, directly
or indirectly, by operation of law or otherwise:


 


5.1
Indebtedness.


 


Create,
incur, assume or permit to exist any Indebtedness, except: (a) the Obligations, (b) the Existing Indebtedness, (c) by endorsement of
instruments or items of payment for deposit to the general account of such Credit Party, (d) for Guaranteed Indebtedness incurred for
the benefit of Borrower if the primary obligation is permitted by this Agreement, (e) for Purchase Money Obligations with respect to
the purchase of motor vehicles that are or will be included as Excluded Assets; provided, that immediately prior to and immediately after
the incurrence of any such Purchase Money Obligations, Borrower shall be in compliance on a pro forma basis with the financial covenants
set forth under Section 4.2; and (f) additional Indebtedness (including Purchase Money Obligations not included in clause (e))
incurred after the Closing Date in an aggregate outstanding amount for all such Credit Parties combined not exceeding $50,000.


 


5.2
Liens.


 


Incur,
maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired,
or assign any right to receive income or profits, except for Permitted Liens.


 


5.3
Investments; Fundamental Changes.


 


Except
as provided in Section 5.7 below, merge with, consolidate with, acquire all or substantially all of the assets or Stock of, or
otherwise combine with or make any investment in or make any loan or advance to, any Person; except, any Credit Party may form or acquire
any direct or indirect Subsidiary after the Closing Date so long as within ten (10) Business Days after such formation or acquisition,
such Subsidiary becomes a co-Borrower or Guarantor hereunder, as applicable, and grants to Agent a Lien in all of its rights, title and
interests in, to and under its Collateral to secure the Obligations for the benefit of the Lenders, all pursuant to written documentation
in form and substance reasonably satisfactory to Agent in accordance with Sections 1.12 and 3.28; provided, further,
that no Credit Party shall transfer any assets or property to a new Subsidiary until all requirements of Sections 1.12 and 3.28
have been met for such new Subsidiary.


 


5.4
Asset Sales.


 


Sell,
transfer, convey, assign, issue or otherwise dispose any of its assets or properties (including its accounts or any shares of its Stock)
or engage in any sale-leaseback, synthetic lease or similar transaction, including without limitation the Collateral or Loan proceeds;
provided, however, that (i) any Grantor may transfer any of its Collateral to any other Grantor provided such Collateral
remains subject to the Liens of Agent under this Agreement to secure the Obligations, (ii) any Grantor may sell inventory to its customers
in the ordinary course of business, and (iii) any Grantor may sell for fair market value assets or properties so long as the following
conditions are met: (1) the aggregate fair market value of all such asset sales do not exceed $300,000 in any Fiscal Year, (2) immediately
prior to and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing
or would result therefrom, (3) if required, the Borrower has applied any Net Cash Proceeds arising therefrom pursuant to Section 1.2(c)
and (4) the consideration received for such sale, transfer, lease, contribution or conveyance is received in cash.


 




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5.5
Restricted Payments.


 


Make
or permit any Restricted Payment.


 


5.6
Changes in Nature of Business.


 


Make
any changes in any of its business objectives, purposes, or operations that could reasonably be expected to adversely affect repayment
of the Obligations or could reasonably be expected to have a Material Adverse Effect, or engage in any business other than that presently
engaged in.


 


5.7
Transactions with Affiliates.


 


Enter
into any lending, borrowing or other commercial transaction with any of its employees, directors, Affiliates or any other Credit Party
(including upstreaming and downstreaming of cash and intercompany advances and payments by a Credit Party on behalf of another Credit
Party) other than (i) loans or advances to employees in the ordinary course of business in an aggregate outstanding amount not exceeding
$50,000 and (ii) those set forth on Disclosure Schedule (3.35).


 


5.8
Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments.


 


Incur
or otherwise suffer to exist or become effective or remain liable on or responsible for any Contractual Obligation limiting or restricting
the ability of (a) any Credit Party to make Restricted Payments to, or investments in, or repay Indebtedness of, or otherwise sell property
to, any Credit Party or (b) any Credit Party to incur or suffer to exist any Lien upon any property of any Credit Party, whether now
owned or hereafter acquired, securing any of its Obligations (including any such limitation or restriction in the form of any “equal
and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be
granted on such property or any other property), except, for each of clauses (a) and (b) above, (x) pursuant to the Loan
Documents, and (y) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvement
or construction is financed by Purchase Money Indebtedness in reliance upon Section 5.1(b) or (e) set forth in the Contractual
Obligations governing such Indebtedness with respect thereto.


 


5.9
Modification of Certain Documents.


 


Amend,
waive, or otherwise modify its charter or by-laws or other Organizational Documents.


 


5.10
Accounting Changes; Fiscal Year.


 


Change
its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law or (b) its Fiscal Year or its
method for determining Fiscal Quarters.


 


5.11
Changes to Name, Locations, Etc.


 


(a)
Change (i) its name, Chief Executive Office, corporate offices from those set forth on Disclosure Schedule (3.2), (ii) its warehouses
or other Collateral locations, or location of its records concerning the Collateral from those locations set forth on Disclosure Schedule
(3.2), (iii) the type of legal entity that it is, (iv) its organization identification number, if any, issued by its state of incorporation
or organization or (v) its state of incorporation or organization from that set forth on Disclosure Schedule (3.2) or (b) acquire,
lease or use any real estate after the Closing Date without such Person, in each instance, giving thirty (30) days’ prior written
notice thereof to Agent and taking all actions deemed necessary or appropriate by Agent to continuously protect and perfect Agent’s
Liens upon the Collateral.


 


5.12
Bank Accounts.


 


(a)
Establish any depository or other bank account of any kind with any financial institution (other than the accounts set forth on Disclosure
Schedule (3.26)), (b) except as provided in clause (d) below, close or permit to be closed any of the accounts listed on Disclosure
Schedule (3.26) in each case, without Agent’s prior written consent, and then only after such Credit Party has implemented
agreements with such bank or financial institution and Agent acceptable to Agent, (c) after the fifteenth (15th) Business Day following
the Closing Date, permit the aggregate balance of the BofA Accounts to exceed $100,000 or (d) after 60 days following the Closing Date,
maintain any of the BofA Accounts.


 




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5.13
Margin Regulations.


 


Use
all or any portion of the proceeds of any credit extended hereunder to purchase or carry Margin Stock in contravention of Regulation
U of the Federal Reserve Board.


 


5.14
Compliance with ERISA.


 


No
ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title
IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, reasonably be expected to result in liabilities
in excess of $50,000. No Credit Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect
to any Plan.


 


5.15
Hazardous Materials.


 


Cause
or suffer to exist any Release of any Hazardous Material at, to or from any Real Property owned, leased, subleased or otherwise operated
or occupied by any Credit Party that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise
adversely affect the value or marketability of any real property (whether or not owned by any Credit Party), other than such violations,
Environmental Liabilities and effects that would not, in the aggregate, have a Material Adverse Effect.


 


5.16
Modifications to Series B Preferred Stock.


 


Without
the prior written consent of the Agent, permit any changes, amendments or modifications to the Series B Certificated of Designations
or any other document governing or affecting the Series B Preferred Stock.


 


5.17
Reserved.


 


5.18
Compliance with Anti-Terrorism Laws.


 


(a)
Directly or indirectly, in connection with the Loans, knowingly (i) conduct any business or engage in making or receiving any contribution
of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to any Anti-Terrorism Law 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 any Anti-Terrorism Law.


 


(b)
Directly or indirectly, in connection with the Loans, knowingly cause or permit any of the funds of such Credit Party that are used to
repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Anti-Terrorism
Law.


 


(c)
Knowingly cause or permit (i) an Embargoed Person to have any direct or indirect interest in or benefit of any nature whatsoever in the
Credit Parties or (ii) any of the funds or properties of the Credit Parties that are used to repay the Loans to constitute property of,
or be beneficially owned directly or indirectly by, an Embargoed Person.


 


(d)
Deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming
the Credit Parties’ compliance with this Section 5.18.


 


5.19
Sale-Leasebacks.


 


Permit
any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or similar transaction involving any of its assets.


 


5.20
Leases.


 


Enter
as lessee into any lease arrangement for real or personal property if after giving effect thereto, aggregate annual rental payments for
all leased property would exceed $500,000 in any Fiscal Year.


 




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5.21
Compensation.


 


Except
as set forth on Disclosure Schedule (5.21), no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to,
pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit
Party or any Affiliate of any Credit Party except payment of reasonable compensation to officers and employees for actual services rendered
to the Credit Parties and their Subsidiaries in the ordinary course of business; provided, that at any time after the first anniversary
of the Closing Date no Credit Party and no Subsidiary of a Credit Party shall increase the direct or indirect aggregate compensation
(excluding Stock Equivalents) of the ten most highly compensated employees of the Credit Parties who have a beneficial interest in Stock
or Stock Equivalents of the Borrower or who are family members of such stockholders, by more than ten percent (10%) per annum in excess
of the current compensation levels for those employees, expressed as an aggregate dollar amount and set forth in Disclosure Schedule
(3.35).


 


6.
SECURITY INTEREST


 


6.1
Grant of Security Interest.


 


(a)
As collateral security for the prompt and complete payment and performance of the Obligations, each of Borrower and each other Credit
Party executing this Agreement hereby grants to Agent for the benefit of the Lenders a security interest in and Lien upon all of its
property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now
has or at any time in the future may acquire any right, title, or interest, including all of the following property in which it now has
or at any time in the future may acquire any right, title or interest:


 


(i)
all Accounts;


 


(ii)
all deposit accounts;


 


(iii)
all other bank accounts and all funds on deposit therein; all money, cash and cash equivalents;


 


(iv)
all investment property;


 


(v)
all Stock and all Distributions in respect thereof;


 


(vi)
all goods (including, without limitation, inventory, equipment, and fixtures);


 


(vii)
all chattel paper, documents and instruments;


 


(viii)
all Books and Records;


 


(ix)
all general intangibles (including, without limitation, all Intellectual Property, Intellectual Property applications, contract rights,
choses in action, payment intangibles, licenses, Permits, and software, and all rights and interests under any key man life insurance
policies);


 


(x)
all letter-of-credit rights;


 


(xi)
all commercial tort claims;


 


(xii)
all property, including all property of every description, in custody or in transit for any purpose, including safekeeping, collection
or pledge, for the account of Borrower or any Credit Party or to which Borrower or any Credit Party may have any right or power, including
but not limited to cash;


 


(xiii)
all other goods (including but not limited to fixtures) and personal property, whether tangible or intangible and wherever located;


 




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(xiv)
all supporting obligations and consents and agreements of any kind or nature that are material to the operation, management, maintenance
and conduct of any Credit Party;


 


(xv)
all Real Property of every kind and nature, including leases; and


 


(xvi)
to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payment not otherwise included
in the foregoing and products of all and any of the foregoing and all accessions to, substitutions and replacements for, and rents and
profits of, each of the foregoing (all of the foregoing, collectively, the “Collateral”).


 


Notwithstanding
anything to the contrary contained herein, the term Collateral shall not include any Excluded Assets; provided, that if and when
any property shall cease to be Excluded Assets, such property shall automatically be deemed to constitute Collateral and a security interest
in such property automatically shall be deemed granted therein. The Grantors shall
from time to time, promptly after reasonable request by the Agent, give written notice to the Agent identifying in reasonable detail
the Excluded Assets
(and stating in such notice that such assets fulfill the criteria to constitute Excluded
Assets under the definition thereof) and shall provide to the Agent such other information regarding
the Excluded Assets as the Agent may reasonably request.


 


(b)
Borrower, Agent, each Lender and each other Grantor agrees that this Agreement creates, and is intended to create, valid and continuing
Liens upon the Collateral in favor of Agent for the benefit of the Lenders. Each Grantor represents, warrants and promises to Agent and
each Lender that: (i) such Grantor has rights in and the power to transfer each item of the Collateral upon which it purports to grant
a Lien pursuant to this Agreement, free and clear of any and all Liens or claims of others, other than Permitted Liens; (ii) the security
interests granted pursuant to this Agreement, upon completion of the filings and other actions listed on Disclosure Schedule (6.1)
(which, in the case of all filings and other documents referred to in said Schedule, have been delivered to the Agent in duly executed
form) and the filing of UCC-1 financing statements with respect to the Collateral, will constitute valid perfected security interests
in all of the Collateral in favor of Agent for the benefit of the Lenders as security for the prompt and complete payment and performance
of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Grantor
and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens
that have priority by operation of law; and (iii) no effective security agreement, mortgage, deed of trust, financing statement, equivalent
security or Lien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in
any public office, except those relating to Permitted Liens. Each Grantor promises to defend the right, title and interest of Agent in
and to the Collateral against the claims and demands of all Persons.


 


(c)
Each Credit Party confirms that value has been given by the Agent to each such Credit Party, that each Credit Party has rights in the
Collateral (other than after-acquired property) and that each Credit Party and the Agent have not agreed to postpone the time for attachment
of the security interests created by this Agreement to any of the Collateral. The security interests created by this Agreement are intended
to attach to: (i) existing Collateral when each Credit Party executes this Agreement, and (ii) Collateral subsequently acquired by each
Credit Party immediately upon each such Credit Party acquiring any rights in such Collateral.


 


6.2
Agent’s Rights.


 


Each
Grantor, with respect to each property where any Collateral is located that is owned, leased or controlled by any Grantor, during normal
business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no
notice shall be required and Agent shall have access at any and all times): (i) provide access to such property to Agent and any of its
officers, employees and agents, as frequently as Agent determines to be appropriate, (ii) permit Agent to inspect, review, evaluate and
make physical verifications and appraisals of the Collateral in any manner and through any medium that Agent considers advisable, and
each Grantor agrees to render to Agent, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto, and (iii) permit Agent to inspect, audit and make extracts and copies (or take originals if reasonably
necessary) from all of such Grantor’s Books and Records.


 




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6.3
Agent’s Appointment as Attorney-in-fact.


 


On
the Closing Date, each Grantor shall execute and deliver a Power of Attorney in the form attached as Exhibit D. The power of attorney
granted pursuant to the Power of Attorney and all powers granted under any Loan Document are powers coupled with an interest and shall
be irrevocable until the Termination Date. The powers conferred on Agent under each Power of Attorney are solely to protect Agent’s
interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Agent agrees not to exercise any power
or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Grantor also hereby
(i) authorizes Agent to file any financing statements, continuation statements or amendments thereto that (x) cover the Collateral, and
(y) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any
financing statement, continuation statement or amendment and (ii) ratifies its authorization for Agent to have filed any such financing
statements, if filed prior to the date hereof. Each Grantor acknowledges that, until the Obligations have been repaid in full, it is
not authorized to file any financing statement or amendment or termination statement with respect to any such financing statement without
the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to such Grantor’s
rights under Section 9-509(d)(2) of the Code.


 


6.4
Grant of License to Use Intellectual Property Collateral.


 


Solely
for the purpose of enabling Agent to exercise rights and remedies under Section 7.2 hereof for the benefit of the Lenders (including,
without limiting the terms of Section 7.2 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for
sale, market for sale, sell or otherwise dispose of Collateral) upon the occurrence and during the continuation of an Event of Default,
each Grantor hereby grants to Agent an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance
of an Event of Default without payment of royalty or other compensation to such Grantor) to use, transfer, license or sublicense any
Intellectual Property relating to any of the Collateral now owned, licensed to, or hereafter acquired by such Grantor, and wherever the
same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and
to all computer software and programs used for the compilation or printout thereof, and represents, promises and agrees that any such
license or sublicense is not and will not be in conflict with the contractual or commercial rights of any third Person; provided,
that such license will terminate on the Termination Date.


 


6.5
Commercial Tort Claims.


 


As
of the Closing Date, each Credit Party hereby represents and warrants that it holds no commercial tort claims other than those listed
in Schedule 13 to the Perfection Certificate. If any Credit Party shall at any time hold or acquire a commercial tort claim, such
Credit Party shall immediately notify Agent in writing signed by such Credit Party of the brief details thereof and grant to Agent in
such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in
form and substance reasonably satisfactory to Agent. The requirement in the preceding sentence shall not apply to the extent that the
amount of such commercial tort claim, together with the amount of all other commercial tort claims held by any Credit Party in which
Agent does not have a security interest, does not exceed $50,000 in the aggregate for all Credit Parties.


 


6.6
Duties of Agent.


 


Agent’s
sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with
it in the same manner as Agent deals with similar property for its own account. The powers conferred on Agent hereunder are solely to
protect Agent’s interest in the Collateral and shall not impose any duty upon Agent to exercise any such powers. Agent shall be
accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons
shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct
as finally determined by a court of competent jurisdiction. In addition, Agent shall not be liable or responsible for any loss or damage
to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding
agency, consignee or other bailee if such Person has been selected by Agent in good faith.


 






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7.
EVENTS OF DEFAULT: RIGHTS AND REMEDIES


 


7.1
Events of Default.








 


The
occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default”
hereunder which shall be deemed to be continuing until waived in writing by Agent in accordance with Section 9.3 or cured in accordance
with the terms and conditions of this Agreement:


 


(a)
Borrower shall fail to pay the principal or interest in respect of the Loan when due and payable or declared due and payable in accordance
with the terms hereof; or the Borrower shall fail to pay any other Obligations within three (3) days after any such other Obligation
becomes due and payable in accordance with the terms hereof or any other Loan Document; or


 


(b)
any representation or warranty in this Agreement or any other Loan Document, or in any written statement pursuant hereto or thereto,
or in any report, financial statement or certificate made or delivered to Agent by Borrower or any other Credit Party shall be untrue
or incorrect in any material respect as of the date when made or deemed made, regardless of whether such breach involves a representation
or warranty with respect to a Credit Party that has not signed this Agreement; or


 


(c)
Borrower or any other Credit Party shall fail or neglect to perform, keep or observe any of the covenants, promises, agreements, requirements,
or other terms or provisions contained in Section 3.1(a)(i)(A), Section 3.16, Section 3.21, Section 3.22,
Section 3.23, Section 3.36, Section 4.1, Section 4.2, Section 4.3, each subsection of Section 5,
and each subsection of Section 6 of this Agreement, or the SBA Side Letter; or


 


(d)
Borrower or any other Credit Party shall fail or neglect to perform, keep or observe any of the covenants, promises, agreements, requirements,
or other terms or provisions contained in Section 3.28 of this Agreement, and such failure or neglect shall continue unremedied
for a period of three (3) Business Days; or


 


(e)
Borrower or any other Credit Party shall fail or neglect to perform, keep or observe any of the covenants, promises, agreements, requirements,
or other terms or provisions contained in this Agreement or any of the other Loan Documents (other than as specified in paragraphs (a)
through (d) above), and such failure or neglect shall continue unremedied for a period of thirty (30) days; or


 


(f)
an event of default shall occur under any Contractual Obligation of the Borrower or any other Credit Party (other than this Agreement
and the other Loan Documents), and such event of default (i) involves the failure to make any payment (whether or not such payment is
blocked pursuant to the terms of an intercreditor agreement or otherwise), whether of principal, interest or otherwise, and whether due
by scheduled maturity, required prepayment, acceleration, demand or otherwise and such failure continues after the applicable grace or
notice period, if any, specified in the document relating thereto, in respect of any Indebtedness (other than the Obligations) of such
Person in an aggregate original principal amount exceeding $50,000, or (ii) causes (or permits any holder of such Indebtedness or a trustee
to cause) such Indebtedness, or a portion thereof, in an aggregate original principal amount exceeding $50,000 to become due prior to
its stated maturity or prior to its regularly scheduled date of payment; or


 


(g)
there shall be commenced against the Borrower or any other Credit Party any Litigation seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief
that remains unstayed, undismissed or unbonded for sixty (60) consecutive days; or Borrower or any other Credit Party shall have concealed,
removed or permitted to be concealed or removed, any part of its property with intent to hinder, delay or defraud any of its creditors
or made or suffered a transfer of any of its property or the incurring of an obligation that may be fraudulent under any bankruptcy,
fraudulent transfer or other similar law; or


 


(h)
a case or proceeding shall have been commenced involuntarily against Borrower or any other Credit Party in a court having competent jurisdiction
seeking a decree or order: (i) under the United States Bankruptcy Code or any other applicable Federal, state or foreign bankruptcy or
other similar law, and seeking either (x) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or
similar official) for such Person or of any substantial part of its properties, or (y) the reorganization or winding up or liquidation
of the affairs of any such Person, and such case or proceeding shall remain undismissed, unstayed or unbonded for sixty (60) consecutive
days or such court shall enter a decree or order granting the relief sought in such case or proceeding; or (ii) invalidating or denying
any Person’s right, power, or competence to enter into or perform any of its obligations under any Loan Document or invalidating
or denying the validity or enforceability of this Agreement or any other Loan Document or any action taken hereunder or thereunder; or


 




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(i)
Borrower or any other Credit Party shall (i) commence any case, proceeding or other action under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order
for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator
(or similar official) for it or any substantial part of its properties, (ii) make a general assignment for the benefit of creditors,
(iii) consent to or take any action in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in paragraph (h) of this Section 7.1 or clauses (i) and (ii) of this paragraph (i), or (iv) shall admit
in writing its inability to, or shall be generally unable to, pay its debts as such debts become due; or


 


(j)
a final judgment or judgments for the payment of money in excess of $100,000 in the aggregate shall be rendered against Borrower or any
other Credit Party, unless the same shall be (i) fully covered by insurance and the issuer(s) of the applicable policies have not disclaimed
coverage, or (ii) vacated, stayed, bonded, paid or discharged within a period of thirty (30) days from the date of such judgment; or


 


(k)
any provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms, or any
Lien granted, or intended by the Loan Documents to be granted, to Agent for the benefit of the Lenders shall cease to be a valid and
perfected Lien having the first priority (or a lesser priority if expressly permitted in the Loan Documents) in any of the Collateral
(or any Credit Party shall so assert any of the foregoing); or


 


(l)
a Change of Control shall have occurred with respect to any Credit Party; or


 


(m)
an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred and are then continuing,
could reasonably be expected to have Material Adverse Effect; or


 


(n)
any event occurs, whether or not insured or insurable, as a result of which revenue-producing activities cease or are substantially curtailed
with respect to any property or facilities of the Credit Parties generating more than ten percent (10%) of Borrower’s consolidated
revenue for the Fiscal Year preceding such event and such cessation or curtailment continues for more than thirty (30) days; or


 


(o)
an event of default shall occur under any other Loan Document; or


 


(p)
if the obligation of any Guarantor under its Guarantee or under any of the Loan Documents is limited or terminated by operation of law
or by such Guarantor (other than in accordance with the terms of this Agreement); or


 


7.2
Remedies.


 


(a)
If any Default shall have occurred and be continuing, then each Lender may suspend its commitment hereunder to make the Term Loan. In
addition, if any Event of Default shall have occurred and be continuing, Agent may take any one or more of the following actions: (i)
by notice to Borrower declare all or any portion of the Obligations to be forthwith due and payable, whereupon such Obligations shall
become and be due and payable; or (ii) exercise any rights and remedies provided to Agent for the benefit of the Lenders under the Loan
Documents or at law or equity, including all remedies provided under the Code; provided, that upon the occurrence of any Event
of Default specified in clause (i) of either Sections 7.1(h) or (i), the Obligations shall become immediately due
and payable (and any obligation of the Lenders to make the Loan, if not previously terminated, shall immediately be terminated) without
declaration, notice or demand by Agent.


 




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(b)
Without limiting the generality of the foregoing, each Grantor expressly agrees that upon the occurrence and during the continuance of
any Event of Default, Agent may collect, receive, assemble, appropriate and realize upon the Collateral, or any part thereof, and may
forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract
to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any credit risk. Agent shall have the right upon any such public
sale, to the extent permitted by law, to purchase for the benefit of the Lenders the whole or any part of said Collateral so sold, free
of any right of equity of redemption, which right each Grantor hereby releases. Such sales may be adjourned, or continued from time to
time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall
have the right to use any Grantor’s premises without rent or other charge for such sales or other action with respect to the Collateral
for such time as Agent deems necessary or advisable.


 


(c)
Upon the occurrence and during the continuance of an Event of Default and at Agent’s request, Borrower and each other Grantor further
agrees, to assemble the Collateral and make it available to Agent at places that Agent shall reasonably select, whether at its premises
or elsewhere. During the continuance of an Event of Default, until Agent is able to effect a sale, lease, or other disposition of the
Collateral, Agent shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Agent
deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Agent shall have no obligation
to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral
is in the possession of Agent. During the continuance of an Event of Default, Agent may, if it so elects, seek the appointment of a receiver
or keeper to take possession of any Collateral and to enforce any of Agent’s or the Lenders’ remedies with respect thereto
without prior notice or hearing. To the maximum extent permitted by applicable law, Borrower and each other Grantor waives all claims,
damages, and demands against Agent, each Lender, their Affiliates, agents, and the officers and employees of any of them arising out
of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction
to have arisen solely out of the gross negligence or willful misconduct of such Person. Borrower and each other Grantor agrees that ten
(10) days’ prior notice by Agent to such Grantor of the time and place of any public sale or of the time after which a private
sale may take place is reasonable notification of such matters. Borrower and each other Grantor shall remain liable for any deficiency
if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Agent and each Lender are entitled.


 


(d)
Agent’s and each Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights
and remedies that Agent and each Lender may have under any Loan Document or at law or in equity. Recourse to the Collateral shall not
be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling
and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.


 


7.3
Waivers by Credit Parties.


 


Except
as otherwise provided for in this Agreement and to the fullest extent permitted by applicable law, Borrower and each other Credit Party
executing this Agreement waives: (a) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, protest,
default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Loan Documents; (b) all rights to
notice and a hearing prior to Agent’s taking possession or control of, or to Agent’s replevy, attachment or levy upon, any
Collateral or any bond or security that might be required by any court prior to allowing Agent or any Lender to exercise any of their
remedies; and (c) the benefit of all valuation, appraisal and exemption laws. Borrower and each other Credit Party executing this Agreement
acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the other Loan Documents
and the transactions evidenced hereby and thereby.


 


7.4
Proceeds.


 


The
Proceeds of any sale, disposition or other realization upon any Collateral during the continuance of an Event of Default shall be applied
by Agent upon receipt to the Obligations in such order as Agent may deem advisable in its sole discretion and after the indefeasible
payment and satisfaction in full in cash of all of the Obligations, and after the payment by Agent of any other amount required by any
provision of law, including Sections 9-608(a)(1) and 9-615(a)(3) of the Code (but only after Agent has received what Agent considers
reasonable proof of a subordinate party’s security interest), the surplus, if any, shall be paid to the applicable Grantor or its
representatives or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. In
the event that any such Proceeds are insufficient to pay the Obligations in full, the Credit Parties shall remain liable, jointly and
severally, for any deficiency.


 




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8.
SUCCESSORS AND ASSIGNS


 


(a)
Each Loan Document shall be binding on and shall inure to the benefit of Borrower and each other Credit Party executing such Loan Document,
Agent, each Lender, and their respective successors and assigns, except as otherwise provided herein or therein. If more than one party
signs this instrument as Borrower, then the term “Borrower” as used herein shall mean all of such parties, jointly and severally.
Neither Borrower nor any other Credit Party may assign, transfer, hypothecate, delegate or otherwise convey its rights, benefits, obligations
or duties under any Loan Document without the prior express written consent of Agent. Any such purported conveyance by Borrower or such
Credit Party without the prior express written consent of Agent shall be void. There shall be no third party beneficiaries of any of
the terms and provisions of any of the Loan Documents. Each Lender reserves the right at any time to create and sell participations in
the Loan and the Loan Documents to any other Person (a “Participant”) and to sell, transfer or assign any or all of
its rights in the Loan and under the Loan Documents to any other Person (an “Assignee”); provided, that (x) no such
Assignment shall be made to any Person that is a direct competitor of any Credit Party (or an Affiliate of such direct competitor) and
(y) the Agent shall notify (but not require the consent of) the Borrower prior to the effectiveness of any such Assignment. Any such
sale, transfer or assignment shall be effected by a written assignment agreement substantially in the form of Exhibit J attached
hereto (an “Assignment Agreement”) delivered by such Assignee Agent and such Assignee shall pay to Agent an assignment
fee in the amount of $3,500, which shall be paid to the Agent on the effective date of each such Assignment Agreement. Agent shall, acting
solely for this purpose as an agent of Borrower, maintain at one of its offices a copy of each Assignment Agreement delivered to it and
a register for the recordation of the names and addresses of each Lender and the principal amount of the Term Loan owing to each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and Borrower, Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement. Any assignment of the Term Loan, whether or not evidenced by a Note,
shall be effective only upon appropriate entries with respect thereto being made in the Register. Any assignment or transfer of all or
part of the Term Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer
of such Note evidencing the Loan, accompanied by a duly executed Assignment Agreement or transfer; thereupon a new Note in the same aggregate
principal amount shall be issued to the designated Assignee, and the old Note shall be returned to Borrower marked “canceled.”
The Register shall be available for inspection by Borrower at any reasonable time and from time to time upon reasonable prior notice.
The Borrower agrees that each Participant shall be entitled to the benefits of Section 1.7, subject to the requirements and limitations
therein, including the requirements under Section 8(b) (it being understood that the documentation required under Section 8(b)
shall be delivered to the participating Lender), to the same extent as if it were a Lender and had acquired its interest by assignment;
provided that such Participant shall not be entitled to receive any greater payment under Section 1.7 with respect to any participation
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a change in applicable law that occurs after the Participant acquired the applicable participation. Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating
to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any
Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.


 




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(b)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to Borrower and Agent, at the time or times reasonably requested by Borrower or Agent, such properly completed and executed
documentation reasonably requested by Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate
of withholding. In addition, any Lender, if reasonably requested by Borrower or Agent, shall deliver such other documentation prescribed
by applicable law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two
sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (i),
(ii) and (iv) of this Section 8(b)) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender. Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Borrower:


 


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


 


(ii)
any Lender that is not a U.S. Person (a “Foreign Lender”) shall, to the extent it is legally entitled to do so, deliver
to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent),
whichever of the following is applicable:


 


	 	 	(A)	in
    the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
    to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
    from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
    respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
    from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
    article of such tax treaty;
	 	 	 	 
	 	 	(B)	executed
    copies of IRS Form W-8ECI;
	 	 	 	 
	 	 	(C)	in
    the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, (x) a
    certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
    IRC, a “10 percent shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the IRC, or a “controlled
    foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of the IRC (a “U.S. Tax Compliance Certificate”)
    and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or
	 	 	 	 
	 	 	(D)	to
    the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
    Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial
    owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign
    Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf
    of each such direct and indirect partner;


 




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


 


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


 


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


 


9.
AGENT


 


9.1
Appointment and Duties.


 


(a)
Appointment of Agent. Each Lender hereby appoints EICF AGENT LLC (together with any successor Agent pursuant to Section 9.9)
as Agent hereunder and authorizes Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from
any Credit Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly
delegated to Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.


 


(b)
Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, Agent shall have the sole
and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting
agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding
described in Section 7.1(h) or (i) or any other bankruptcy, insolvency or similar proceeding), and each Person making any
payment in connection with any Loan Document to any Lender is hereby authorized to make such payment to Agent, (ii) file and prove claims
and file other documents necessary or desirable to allow the claims of the Lenders with respect to any Obligation in any proceeding described
in Section 7.1(h) or (i) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise
act on behalf of such Lender), (iii) act as collateral agent for each Lender for purposes of the perfection of all Liens created by such
agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other
action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan
Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Agent and the other Lenders
with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment,
consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver;
provided, however, that Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Agent
and the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained
by a Credit Party with, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Lenders to take
further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto
to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.


 




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


 


9.2
Binding Effect.


 


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


 


9.3
Use of Discretion.


 


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


 


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


 


9.4
Delegation of Rights and Duties.


 


Agent
may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform
any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact
and any other Person (including any Lender). Any such Person shall benefit from this Section 9 to the extent provided by Agent.


 


9.5
Reliance and Liability.


 


(a)
Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned
in accordance with Section 8(a), (ii) rely on the Register to the extent set forth in Section 8(a), (iii) consult with
any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors
to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including those
transmitted by electronic transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted,
signed or otherwise authenticated by the appropriate parties.


 




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(b)
None of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection
with any Loan Document (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section
10.1(b)) or (y) in the absence of its own gross negligence or willful misconduct, and each Lender, Borrower and each other Credit
Party to this Agreement hereby waive and shall not assert any right, claim or cause of action based thereon, except to the extent of
liabilities resulting primarily from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person
(each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly
set forth herein. Without limiting the foregoing, Agent:


 


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


 


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


 


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


 


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


 


and,
for each of the items set forth in clauses (i) through (iv) above, each Lender and Borrower and each other Credit Party
to this Agreement hereby waives and agrees not to assert any right, claim or cause of action it might have against Agent based thereon.


 


9.6
Agent Individually.


 


Agent
and its Affiliates may make loans and other extensions of credit to, acquire Stock of, engage in any kind of business with, any Credit
Party or Affiliate thereof as though it were not acting as Agent and may receive separate fees and other payments therefor. To the extent
Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights
and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”,
“Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without
limitation, Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Required Lenders.


 




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9.7
[Intentionally Omitted].


 


9.8
Expenses; Indemnities.


 


(a)
Each Lender agrees to reimburse Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon
demand for such Lender’s pro rata share with respect to the Loan of any costs and expenses (including fees, charges and disbursements
of financial, legal and other advisors and taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by Agent
or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent,
waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding
or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.


 


(b)
Each Lender further agrees to indemnify Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party), from
and against such Lender’s aggregate pro rata share with respect to the Loan of the costs, expenses, claims and liabilities (including
(i) any Indemnified Taxes attributable to such Lender, but only to the extent that the Borrower has not already indemnified Agent for
such Indemnified Taxes and without limiting the obligation of the Borrower to do so, (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 8(a) relating to the maintenance of a Participant Register, and (iii) any Excluded
Taxes attributable to such Lender) that may be imposed on, incurred by or asserted against Agent or any of its Related Persons in any
matter relating to or arising out of, in connection with or as a result of any Loan Document, or any other act, event or transaction
related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Agent or any
of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable
to Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct
of Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment
or order.


 


9.9
Resignation of Agent.


 


(a)
Agent may resign at any time by delivering notice of such resignation to the Lenders and Borrower, effective on the date set forth in
such notice or, if not such date is set forth therein, upon the date such notice shall be effective. If Agent delivers any such notice,
the Required Lenders shall have the right to appoint a successor Agent. If, within thirty (30) days after the retiring Agent having given
notice of resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders. Each appointment under this clause (a)
shall be subject to the prior consent of Borrower, which may not be unreasonably withheld but shall not be required during the continuance
of a Default.


 


(b)
Effective immediately upon its resignation, (i) the retiring Agent shall be discharged from its duties and obligations under the Loan
Documents, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment
hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other
than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly
acting as Agent under the Loan Documents and (iv) subject to its rights under Section 9.3, the retiring Agent shall take such
action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately
upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to, and become vested with, all the rights, powers,
privileges and duties of the retiring Agent under the Loan Documents.


 


9.10
Release of Collateral.


 


Each
Lender hereby consents to the release and hereby directs Agent to release (or, in the case of clause (ii) below, release or subordinate)
any Lien held by Agent for the benefit of the Lenders against (i) any Collateral that is sold by a Credit Party in an Asset Sale permitted
by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any property subject to a Lien permitted hereunder to secure
Purchase Money Obligations, and (iii) all of the Collateral and all Credit Parties, upon the Termination Date. Each Lender hereby directs
Agent, and Agent hereby agrees, upon receipt of reasonable advance notice from Borrower, to execute and deliver or file such documents
and to perform other actions reasonably necessary to release the Liens when and as directed in this Section 9.10.


 




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10.
MISCELLANEOUS


 


10.1
Complete Agreement; Modification of Agreement.


 


(a)
This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter
hereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied).
Borrower and each other Credit Party executing this Agreement or any other Loan Document shall have all duties and obligations under
this Agreement and such other Loan Documents from the date of its execution and delivery, regardless of whether the Loan has been funded
at that time.


 


(b)
No amendment or waiver of any provision of any Loan Document and no consent to any departure by any Credit Party therefrom shall be effective
unless the same shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect
or inconsistency or granting a new Lien for the benefit of the Lenders or extending an existing Lien over additional property, by Agent
and Borrower and any other Credit Party which is a party to such agreement, (2) in the case of any other waiver or consent, by the Required
Lenders (or by Agent with the consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or
by Agent with the consent of the Required Lenders) and Borrower and any other Credit Party which is a party to such agreement; provided,
however, that no amendment, consent or waiver described in clause (2) or (3) above shall, unless in writing and
signed by each Lender directly affected thereby (or by Agent with the consent of such Lender), in addition to any other Person the signature
of which is otherwise required pursuant to any Loan Document, do any of the following:


 


(i)
waive any condition specified in Section 2.1, except any condition referring to any other provision of any Loan Document;


 


(ii)
increase the Closing Date Term Loan Commitment or Delayed Draw Term Loan Commitment of such Lender or subject such Lender to any additional
material obligation;


 


(iii)
reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation
of Borrower to repay (whether or not on a fixed date), any outstanding Loan owing to such Lender, or (B) any Fee or accrued interest
payable to such Lender; provided, however, that this clause (iii) does not apply to any change to any provision
increasing any interest rate or Fee during the continuance of a Default or to any payment of any such increase;


 


(iv)
waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or
interest on any Term Loan or Fee owing to such Lender or for the reduction of such Lender’s Closing Date Term Loan Commitment or
Delayed Draw Term Loan Commitment; provided, however, that this clause (iv) does not apply to any change to Mandatory
Prepayments, including those required under Section 1.2, or to the application of any payment, including as set forth in Section
1.8;


 


(v)
except as provided in Section 9.10, release all or substantially all of the Collateral or any Guarantor from its guarantee of
any Obligation of Borrower;


 


(vi)
reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change
the definition of the term “Required Lenders”; or


 


(vii)
amend Section 10.14 or this Section 10.1;


 


and
provided, further, that (x)(A) any waiver of any payment applied pursuant to Section 1.8 to, and any modification
of the application of any such payment to the Term Loan shall require the consent of the Required Lenders, and (B) any change to the
definition of the term “Required Lenders” shall require the consent of the Required Lenders, (y) no amendment, waiver or
consent shall affect the rights or duties under any Loan Document of, or any payment to, Agent (or otherwise modify any provision of
Section 9 or the application thereof) unless in writing and signed by Agent in addition to any signature otherwise required and
(z) the consent of Borrower shall not be required to change any order of priority set forth in Section 1.8.


 




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(c)
Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which
it was given. No notice to or demand on any Credit Party shall entitle any Credit Party to any notice or demand in the same, similar
or other circumstances. No failure on the part of any Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right.


 


10.2
Expenses.


 


Borrower
agrees to pay or reimburse Agent (but not any Assignee or Participants) for (x) all reasonable costs and expenses (including the documented
fees and expenses of all counsel retained in connection therewith), incurred in connection with the preparation, negotiation, execution
and delivery of the Loan Documents and (y) all costs and expenses (including the documented fees and expenses of all counsel retained
in connection therewith), incurred in connection with (A) the performance and enforcement of the Loan Documents and the preservation
of any rights thereunder; (B) collection, including deficiency collections; (C) any amendment, waiver or other modification with respect
to any Loan Document or advice in connection with the administration of the Loan or the rights thereunder; and (D) any litigation, dispute,
suit, proceeding or action (whether instituted by or between any combination of Agent, any Lender, Borrower or any other Person), and
an appeal or review thereof, in any way relating to the Collateral, any Loan Document, or any action taken or any other agreements to
be executed or delivered in connection therewith, whether as a party, witness or otherwise, provided however, that upon the occurrence
and during the continuation of an Event of Default, Borrower agrees to pay or reimburse Agent (but not any Assignee or Participants)
for all additional costs and expenses (including the reasonable fees and expenses of all counsel, advisors, consultants and auditors
retained in connection therewith), incurred in connection with any effort (i) to monitor the Loan, (ii) to evaluate, observe or assess
Borrower or any other Credit Party or the affairs of such Person, and (iii) to verify, protect, evaluate, assess, appraise, collect,
sell, liquidate or otherwise dispose of the Collateral.


 


10.3
No Waiver.


 


Neither
Agent’s failure, at any time, to require strict performance by Borrower or any other Credit Party of any provision of any Loan
Document, nor Agent’s or any Lender’s failure to exercise, nor any delay in exercising, any right, power or privilege hereunder,
shall operate as a waiver thereof or waive, affect or diminish any right of Agent or any Lender thereafter to demand strict compliance
and performance therewith. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or future
exercise thereof or the exercise of any other right, power or privilege. Any suspension or waiver of a Default or other provision under
the Loan Documents shall not suspend, waive or affect any other Default or other provision under any Loan Document, and shall not be
construed as a bar to any right or remedy that Agent or any Lender would otherwise have had on any future occasion. None of the undertakings,
indemnities, agreements, warranties, covenants and representations of Borrower or any other Credit Party to Agent or any Lender contained
in any Loan Document and no Default by Borrower or any other Credit Party under any Loan Document shall be deemed to have been suspended
or waived by Agent or any Lender, unless such waiver or suspension is by an instrument in writing signed by an officer or other authorized
employee of Agent or the Lenders, as applicable, and directed to Borrower, specifying such suspension or waiver (and then such waiver
shall be effective only to the extent therein expressly set forth), and neither Agent nor any Lender shall, by any act (other than execution
of a formal written waiver), delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder.


 


10.4
Severability; Section Titles.


 


Wherever
possible, each provision of the Loan Documents shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of any Loan Document shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
such Loan Document. Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause
or procedure) of any financing arrangement under the Loan Documents shall in any way affect or impair the Obligations, duties, covenants,
representations and warranties, indemnities, and liabilities of Borrower or any other Credit Party or the rights of Agent or any Lender
relating to any unpaid Obligation, (due or not due, liquidated, contingent or unliquidated), or any transaction or event occurring prior
to such termination, or any transaction or event, the performance of which is not required until after the Maturity Date, all of which
shall not terminate or expire, but rather shall survive such termination or cancellation and shall continue in full force and effect
until the Termination Date; provided, that all indemnity obligations of the Credit Parties under the Loan Documents shall survive
the Termination Date. The Section titles contained in any Loan Document are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between parties hereto.


 




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10.5
Authorized Signature.


 


Until
Agent shall be notified in writing by Borrower or any other Credit Party to the contrary, the signature upon any document or instrument
delivered pursuant hereto and believed by Agent or any of Agent’s officers, agents, or employees to be that of an officer of Borrower
or such other Credit Party shall bind Borrower and such other Credit Party and be deemed to be the act of Borrower or such other Credit
Party affixed pursuant to and in accordance with resolutions duly adopted by Borrower’s or such other Credit Party’s Board
of Directors, and Agent shall be entitled to assume the authority of each signature and authority of the Person whose signature it is
or appears to be unless the Person acting in reliance thereon shall have actual knowledge to the contrary.


 


10.6
Notices


 


.
Except as otherwise provided herein, whenever any notice, demand, request or other communication shall or may be given to or served upon
any party by any other party, or whenever any party desires to give or serve upon any other party any communication with respect to this
Agreement or any other Loan Document, each communication shall be in writing and shall be deemed to have been validly served, given or
delivered (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the United States Mail, registered or certified
mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile
transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as
otherwise provided in this Section 10.6), (c) one (1) Business Day after deposit with a reputable overnight courier with all charges
prepaid or (d) when hand-delivered, all of which shall be addressed to the party to be notified and sent to the address or facsimile
number indicated in Schedule C or to such other address (or facsimile number) as may be substituted by notice given as herein
provided. Failure or delay in delivering copies of any such communication to any Person (other than Borrower, any other Credit Party,
Agent or any Lender) designated in Schedule C to receive copies shall in no way adversely affect the effectiveness of such communication.


 


10.7
Counterparts.


 


Any
Loan Document may be authenticated in any number of separate counterparts by any one or more of the parties thereto, and all of said
counterparts taken together shall constitute one and the same instrument. Any Loan Document may be authenticated by manual signature,
facsimile or, if approved in writing by Agent, electronic means, all of which shall be equally valid.


 


10.8
Time of the Essence.


 


Time
is of the essence for performance of the Obligations under the Loan Documents.


 


10.9
Governing Law.


 


THE
LOAN DOCUMENTS AND THE OBLIGATIONS ARISING UNDER THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF New York APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE,
WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATION LAWS OF NEW
YORK.


 




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10.10
Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)
BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN New
York County, new york, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND SUCH
CREDIT PARTY AND ANY LENDER PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT THE LENDERS, BORROWER AND EACH CREDIT PARTY ACKNOWLEDGE THAT
ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF New York county,
new york; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY LENDER FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH LENDER. BORROWER AND EACH OTHER CREDIT PARTY EXECUTING
THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH NEW YORK JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH NEW
YORK COURT, AND BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH NEW YORK COURTS. BORROWER AND EACH OTHER CREDIT PARTY
EXECUTING THIS AGREEMENT HEREBY WAIVE PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT
AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER
OR SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN SCHEDULE C OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER OF BORROWER’S OR SUCH CREDIT PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED
STATES MAIL, PROPER POSTAGE PREPAID.


 


(b)
THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING
IN CONTRACT, TORT, OR OTHERWISE BETWEEN ANY LENDER, BORROWER AND ANY CREDIT PARTY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.


 


10.11
Press Releases.


 


Neither
any Credit Party nor any of its Affiliates will in the future issue any press release or other public disclosure using the name of Energy
Impact Credit Fund I LP or its Affiliates or referring to this Agreement or the other Loan Documents without at least two (2) Business
Days’ prior notice to Agent and without the prior written consent of Agent unless (and only to the extent that) such Credit Party
or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with Agent before issuing
such press release or other public disclosure. Notwithstanding anything to the contrary in this Section 10.11, any Credit Party
may make such public disclosures with respect to the transactions contemplated by the Loan Documents in connection with all regular and
periodic reports (including without limitation any Form 8-Ks) and all registration statements and prospectuses, if any, filed by any
Credit Party with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority.
The Borrower hereby authorizes Agent to make mention of Agent’s participation in this transaction in its marketing, sales materials,
printed media, tombstones or web-based material.


 


10.12
Reinstatement.


 


This
Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any part of the Obligations
is rescinded or must otherwise be returned or restored by Agent or the Lenders upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of Borrower or any other Credit Party, or otherwise, all as though such payments had not been made.


 




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10.13
USA PATRIOT Act Notice and Customer Verification.


 


Each
Lender that is subject to the USA PATRIOT Act and the Agent (for itself and not on behalf of such Lender) hereby notify Borrower that
pursuant to the “know your customer” regulations and the requirements of the USA PATRIOT Act, they are required to obtain,
verify and record information that identifies each Credit Party, which information includes the name, address and tax identification
number (and other identifying information in the event this information is insufficient to complete verification) that will allow such
Lender or Agent, as applicable, to verify the identity of each Credit Party. This information must be delivered to such Lender and Agent
no later than five days prior to the Closing Date and thereafter promptly upon request. This notice is given in accordance with the requirements
of the USA PATRIOT Act and is effective as to the Lenders and the Agent.


 


10.14
Sharing of Payments, Etc.


 


If
any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether
voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds”
(as defined under the Code) of Collateral) other than pursuant to Section 1.14 and such payment exceeds the amount such Lender
would have been entitled to receive if all payments had gone to, and been distributed by, Agent in accordance with the provisions of
the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Obligations as necessary for
such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent
and applied in accordance with this Agreement (or, if such application would then be at the discretion of Borrower, applied to repay
the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered
from such Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender
without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all
its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor
of Borrower in the amount of such participation.


 


10.15
Reserved.


 


10.16
Confidentiality Agreements.


 


With
respect to any confidentiality agreements between the Parties, notwithstanding any requirements or obligations of Agent to destroy or
return documentation or proprietary information related to the Credit Parties, Agent will retain copies of any such documentation or
information necessary to comply with the Investment Company Act of 1940 or other applicable laws.


 


10.17
Effect of Benchmark Transition Event.


 


(A)
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a
Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and the Borrower may amend this Agreement to replace
LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m.
on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Agent
has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such
amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have
delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement
pursuant to this Section 10.17 will occur prior to the applicable Benchmark Transition Start Date.


 


(B)
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Agent will have the
right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any
other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further
action or consent of any other party to this Agreement.


 


(C)
Notices; Standards for Decisions and Determinations. Agent will promptly notify the Borrower and the Lenders of (i) any occurrence
of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark
Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming
Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that
may be made by Agent or Lenders pursuant to this Section 10.17, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action,
will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other
party hereto, except, in each case, as expressly required pursuant to this Section 10.17.


 




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(D)
Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Loans under this Agreement will be deemed to have converted into Base Rate Loans during the Benchmark Unavailability Period.


 


(E)
Certain Defined Terms. As used in this Section 10.17:


 


(1)
“Base Rate” means a variable rate of interest per annum equal to the highest of (a) two percent (2%), (b) the “Prime
Rate” as published by the Wall Street Journal as of such date of determination (or, if such rate ceases to be so published, as
quoted from such other generally available and recognizable source as Agent may reasonably select), and (c) the sum of (i) the
Federal Funds Rate plus (ii) one-half of one percent (0.50%).


 


(2)
“Base Rate Loans” means Loans bearing interest at rates determined by reference to the Base Rate.


 


(3)
“Benchmark Replacement” means the sum of: (x) the alternate benchmark rate (which may include Term SOFR) that has
been selected by the Agent and the Borrower giving due consideration to (1) any selection or recommendation of a replacement rate or
the mechanism for determining such a rate by the Relevant Governmental Body or (2) any evolving or then-prevailing market convention
for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities and (y) the Benchmark
Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than 1.00% per annum, the Benchmark
Replacement will be deemed to be 1.00% per annum for the purposes of this Agreement.


 


(4)
“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement
for each applicable interest period, (x) the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Agent and the Borrower giving due consideration to any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR
with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (y) any evolving or then-prevailing market
convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated syndicated credit facilities at such time.


 


(5)
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the provisions of the Loan Documents regarding any applicable base rate, interest period,
timing and frequency of determining rates and making payments of interest and other administrative matters) that Agent decides may be
appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Agent
in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice
is not administratively feasible or if Agent determines that no market practice for the administration of the Benchmark Replacement exists,
in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement).


 


(6)
“Benchmark Replacement Date” means the earlier to occur of the following events with respect to LIBOR:


 


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (x) the date of the public
statement or publication of information referenced therein and (y) the date on which the administrator of LIBOR permanently or indefinitely
ceases to provide LIBOR; or


 




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(2)
in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication
of information referenced therein.


 


(7)
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to LIBOR:


 


(1)
a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has
ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide LIBOR;


 


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve
System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the
administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which
states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or


 


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is
no longer representative.


 


(8)
“Benchmark Transition Start Date” means (x) in the case of a Benchmark Transition Event, the earlier of (1) the applicable
Benchmark Replacement Date and (2) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication)
and (y) in the case of an Early Opt-in Election, the date specified by Agent or the Required Lenders, as applicable, by notice to the
Borrower, Agent (in the case of such notice by the Required Lenders) and the Lenders.


 


(9)
“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period
(x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR
for all purposes hereunder in accordance with the Section 10.17 and (y) ending at the time that a Benchmark Replacement has replaced
LIBOR for all purposes hereunder pursuant to the Section 10.17.


 


(10)
“Early Opt-in Election” means the occurrence of:


 


(1)
(x) a determination by Agent or (y) a notification by the Required Lenders to Agent (with a copy to the Borrower) that the Required Lenders
have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar
to that contained in this Section 10.17, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest
rate to replace LIBOR, and


 


(2)
(x) the election by Agent or (y) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision,
as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders
of written notice of such election to Agent.


 




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(11)
“Federal Funds Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as published on the immediately following Business Day
by the Board of Governors of the Federal Reserve System as the Federal Funds Rate or Federal Reserve Statistical Release H.15(519) entitled
Selected Interest Rates or any successor publication of the Federal Reserve System reporting the Federal Funds Rate or its equivalent
or, if such rate is not published for any Business Day, the average of the quotations for the day of the requested Loan received by Agent
from three federal funds brokers of recognized standing selected by Agent.


 


(12)
“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


(13)
“LIBOR Loans” means at any time that portion of the Loans bearing interest at rates determined by reference to LIBOR.


 


(14)
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


(15)
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve
Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s
Website.


 


(16)
“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant
Governmental Body.


 


(17)
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


10.18
Reserved.


 


11.
GUARANTEE


 


11.1
The Guarantee.


 


The
Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to Agent and the Lenders and their respective
successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand,
by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but
for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United
States Code whether or not any such interest, fees, costs or charges are allowed in any proceeding thereunder) the Loan made by the Lenders
to, and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to Agent and the Lenders by any
Credit Party under any Loan Document (such obligations being herein collectively called the “Guaranteed Obligations”).
The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash,
without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance
with the terms of such extension or renewal.


 




    	 	50	 



    	 	 	 



    

 


11.2
Obligations Unconditional.


 


The
obligations of the Guarantors under Section 11.1 shall constitute a guarantee of payment and to the fullest extent permitted by
applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness,
validity, regularity or enforceability of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if any, or any other
agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security
for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal
or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing,
it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder
which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:


 


(a)
at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed
Obligations shall be extended, or such performance or compliance shall be waived;


 


(b)
any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein shall be done or omitted;


 


(c)
the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any
respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or
waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged
in whole or in part or otherwise dealt with;


 


(d)
any Lien or security interest granted to, or in favor of any Lender or Agent as security for any of the Guaranteed Obligations shall
fail to be perfected; or


 


(e)
the release of any other Guarantor pursuant to Section 11.9.


 


The
Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement
that Agent or any Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement or the Notes, if any, or
any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security
for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination
or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Agent or any Lender upon this Guarantee or acceptance
of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Guarantee, and all dealings between Borrower and Agent or any Lender shall likewise be conclusively presumed
to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable
and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or
from time to time held by Agent or any Lender, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned
or contingent upon the pursuit by Agent or any Lender or any other person at any time of any right or remedy against Borrower or against
any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral
security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the
benefit of Agent and the Lenders, and their respective successors and assigns.


 


11.3
Reinstatement.


 


The
obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason
any payment by or on behalf of Borrower or other Credit Party in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or
otherwise.


 


11.4
Subrogation; Subordination.


 


Each
Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations it shall waive
any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee
in Section 11.1, whether by subrogation or otherwise, against Borrower or any Guarantor of any of the Guaranteed Obligations or
any security for any of the Guaranteed Obligations.


 




    	 	51	 



    	 	 	 



    

 


11.5
Remedies.


 


The
Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement
and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 7.2 (and shall be deemed to have
become automatically due and payable in the circumstances provided in Section 7.2) for purposes of Section 11.1, notwithstanding
any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable)
as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and
payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for
purposes of Section 11.1.


 


11.6
Instrument for the Payment of Money.


 


Each
Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents
and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due
hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.


 


11.7
Continuing Guarantee.


 


The
guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.


 


11.8
General Limitation on Guarantee Obligations.


 


In
any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state,
federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations
of any Guarantor under Section 11.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated
to the claims of any other creditors, on account of the amount of its liability under Section 11.1, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Credit Party or
any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established
in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action
or proceeding.


 


11.9
Release of Guarantors.


 


If,
in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests of any Guarantor
are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is Borrower or
a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations
under this Agreement (including under Section 10.2 hereof) and its obligations to pledge and grant any Collateral owned by it
pursuant to any Loan Document and the pledge of such Equity Interests to Agent pursuant to the Loan Documents shall be automatically
released, and, so long as Borrower shall have provided Agent such certifications or documents as Agent shall reasonably request, Agent
shall take such actions as are necessary to effect each release described in this Section 11.9 in accordance with the relevant
provisions of the Loan Documents, so long as Borrower shall have provided Agent such certifications or documents as Agent shall reasonably
request in order to demonstrate compliance with this Agreement.


 


11.10
Right of Contribution.


 


Each
Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of
any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary
Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution
shall be subject to the terms and conditions of Section 11.4. The provisions of this Section 11.10 shall in no respect
limit the obligations and liabilities of any Subsidiary Guarantor to Agent and the Lenders, and each Subsidiary Guarantor shall remain
liable to Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.


 


[Remainder
of Page Intentionally Left Blank, Next Page is Signature Page]


 




    	 	52	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, this Term Loan, Guarantee and Security Agreement has been duly executed as of the date first written above.


 


	 	EVmo,
    Inc., as Borrower and Grantor
	 	 
	 	By:	/s/ Stephen M. Sanchez
	 	Name:	Stephen
    M. Sanchez
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	/s/ Ryan
    Saathoff
	 	Name:	Ryan
    Saathoff
	 	Title:
    	Chief
    Financial Officer
	 	 	 
	 	Distinct
    Cars LLC, as a Guarantor and Grantor
	 	 	 
	 	By:	EVmo,
    Inc., its sole member
	 	 	 
	 	By:	/s/
    Stephen M. Sanchez
	 	Name:
    	Stephen
    M. Sanchez
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	By:	/s/
    Ryan Saathoff
	 	Name:
    	Ryan
    Saathoff
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	Rideshare
    Car Rentals, LLC, as a Guarantor and Grantor
	 	 	 
	 	By:	EVmo,
    Inc., its sole member
	 	 	 
	 	By:	/s/
    Stephen M. Sanchez
	 	Name:
    	Stephen
    M. Sanchez
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	/s/
    Ryan Saathoff
	 	Name:
    	Ryan
    Saathoff
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	EV
    Vehicles, LLC, as a Guarantor and Grantor
	 	 	 
	 	By:	EVmo,
    Inc., its sole member
	 	 	 
	 	By:	/s/
    Stephen M. Sanchez
	 	Name:	Stephen
    M. Sanchez
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	/s/
    Ryan Saathoff
	 	Name:	Ryan
    Saathoff
	 	Title:	Chief
    Financial Officer



 





    	SIGNATURE PAGE
TERM LOAN, GUARANTEE AND SECURITY AGREEMENT




    	 



    

 





	 	EICF
    AGENT LLC, as Agent for the Lenders
	 	 	 
	 	By:	/s/
    Harry Giovani
	 	Name:	Harry
    Giovani
	 	Title:	Authorized
    Signatory


 




    	SIGNATURE PAGE
TERM LOAN, GUARANTEE AND SECURITY AGREEMENT




    	 



    

 


	
	 	ENERGY
    IMPACT CREDIT FUND I LP, as a Lender
	 	 	 
	 	By:	Energy
    Impact Credit Fund I GP LLC, its general partner
	 	 	 
	 	By:	/s/ Harry
    Giovani
	 	Name:	Harry
    Giovani
	 	Title:	Managing
    Partner


 




    	SIGNATURE PAGE
TERM LOAN, GUARANTEE AND SECURITY AGREEMENT




    	 



    

 


Schedule
A


 


Definitions


 


Capitalized
terms used in this Agreement and the other Loan Documents shall have (unless otherwise provided elsewhere in this Agreement or in the
other Loan Documents) the following respective meanings:


 


“Act”
means the Small Business Investment Act of 1958, as amended and in effect from time to time, and the regulations promulgated thereunder.


 


“Activation
Notice has the meaning set forth in Section 3.26(d).


 


“Affected
Lender” has the meaning given to such term in Section 1.14(a).


 


“Affiliate”
means, with respect to any Person: (i) each other Person that, directly or indirectly, owns or controls, whether beneficially, or as
a trustee, guardian or other fiduciary, ten percent (10%) or more of the Stock having ordinary voting power for the election of directors
of such Person or (ii) each other Person that controls, is controlled by or is under common control with such Person or any Affiliate
of such Person. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract
or otherwise.


 


“Agent”
means the Person identified as such in the preamble of this Agreement.


 


“Agreement”
means this Agreement including all appendices, exhibits or schedules attached or otherwise identified thereto, restatements and modifications
and supplements thereto, and any appendices, exhibits or schedules to any of the foregoing, each as in effect at the time such reference
becomes operative; provided, that except as specifically set forth in this Agreement, any reference to the Disclosure Schedules
to this Agreement shall be deemed a reference to the Disclosure Schedules as in effect on the Closing Date or in a written amendment
thereto delivered by Borrower to Agent.


 


“Anti-Money
Laundering Laws” has the meaning given to such term in Section 3.22.


 


“Anti-Money
Laundering Measures” has the meaning given to such term in Section 3.22.


 


“Anti-Terrorism
Laws” has the meaning given to such term in Section 3.22.


 


“Applicable
Margin” shall be equal to 10.0% per annum.


 


“Asset
Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of
merger, amalgamation or consolidation and including any sale and leaseback transaction) of any property excluding sales of inventory,
sales of motor vehicles previously leased by the Borrower, and dispositions of cash and cash equivalents, in each case, in the ordinary
course of business, by any Credit Party and (b) any issuance or sale of any Equity Interests of any Credit Party, in each case, to any
Person other than (i) Borrower, (ii) any Subsidiary Guarantor or (iii) other than for purposes of Section 5.4, any other Subsidiary.


 


“Assignee”
has the meaning given to such term in Section 8(a).


 


“Assignment
Agreement” has the meaning given to such term in Section 8(a).


 


“Attributable
Indebtedness” shall mean, when used with respect to any sale and leaseback transaction, as at the time of determination, the
present value (discounted at a rate equivalent to the applicable Borrower’s then-current weighted average cost of funds for borrowed
money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such sale and leaseback transaction.


 




    	 	SCHEDULE A - 1	 



    	 	 	 



    

 


“Board
of Directors” means, with respect to any Person, (i) in the case of any corporation or unlimited liability corporation, the
board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in
the case of any partnership, the board of directors or the board of managers, as applicable, of the general partner of such Person and
(iv) in any other case, the functional equivalent of the foregoing.


 


“BofA
Accounts” means the deposit accounts maintained with Bank of America, N.A., having the account numbers 325094047686, 325146623741,
325069593408 and 325110352954.


 


“Books
and Records” means all books, records, board minutes, contracts, licenses, insurance policies, environmental audits, business
plans, files, computer files, computer discs and other data and software storage and media devices, accounting books and records, financial
statements (actual and pro forma), filings with Governmental Authorities and any and all records and instruments relating to the Collateral
or each Grantor’s business.


 


“Borrower”
means the Persons identified as such in the preamble of this Agreement.


 


“BSA”
has the meaning given to such term in Section 3.22.


 


“Business
Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State
of New York. 


 


“Cap
Tables” has the meaning ascribed to such term in Section 2.1(r).


 


“Capital
Assets” means, with respect to any Person, all equipment, fixed assets and Real Property or improvements of such Person, or
replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions
to property, plant or equipment on the balance sheet of such Person.


 


“Capital
Expenditures” means, with respect to any Person, all expenditures made directly or indirectly by the Credit Parties during
such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as
a liability).


 


“Capital
Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee
that, in accordance with GAAP, either would be required to be classified and accounted for as a capital lease on a balance sheet of such
Person or otherwise would be disclosed as such in a note to such balance sheet, other than, in the case of Borrower, any such lease under
which Borrower is the lessor.


 


“Capital
Lease Obligation” means, of any Person, the obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as Capital Leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall
be the capitalized amount thereof determined in accordance with GAAP.


 


“Cash
Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or
insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations
of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations
issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any
such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least
“P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1”
by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time
deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or
(ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B)
“adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital
(as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially
all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d)
above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from
either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however,
that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed
365 days.


 




    	 	SCHEDULE A - 2	 



    	 	 	 



    

 


“Cash
Management System” has the meaning ascribed to such term in Section 3.26(a).


 


“Casualty
Event” shall mean any involuntary loss of title or ownership, any involuntary loss of, damage to or any destruction of, or
any condemnation or other taking (including by any Governmental Authority) of, any property of a Credit Party. “Casualty Event”
shall include but not be limited to any taking of all or any part of any Real Property of any Person or any part thereof, in or by condemnation
or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy
of all or any part of any Real Property of any Person or any part thereof by any Governmental Authority, civil or military, or any settlement
in lieu thereof.


 


“Change
of Control” means any event, transaction or occurrence as a result of which:


 


(a)
any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have acquired beneficial
ownership of 50% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Borrower or (ii)
shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing
body) of Borrower; 


 


(b)
the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Borrower cease to be occupied
by Persons who either (i) were members of the board of directors of Borrower on the Closing Date, or (ii) were nominated for election
by the board of directors of Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election
was previously approved by a majority of such directors; or 


 


(c)
Terren Peizer fails to own, directly or indirectly, at least 20% (on a fully diluted basis) of the voting and economic interests of the
Equity Interests of Borrower. 


 


“Charges”
means all Federal, state, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to PBGC at the time
due and payable), levies, customs or other duties, assessments, charges, liens, and all additional charges, interest, penalties, expenses,
claims or encumbrances upon or relating to (i) the Collateral, (ii) the Obligations, (iii) the employees, payroll, income or gross receipts
of any Credit Party, (iv) the ownership or use of any assets by any Credit Party, or (v) any other aspect of any Credit Party’s
business.


 


“Chief
Executive Office” means the chief executive office of any Credit Party as set forth on Disclosure Schedule 3.2 hereto.


 


“Closing
Certificate” means that certain closing certificate of Borrower delivered to Agent as of the Closing Date in substantially
the form of Exhibit F.


 


“Closing
Date” means the Business Day on which the conditions precedent set forth in Section 2 have been satisfied or specifically
waived in writing by Agent and the Term Loan has been made.


 


“Closing
Date Term Loan Commitment” means the commitment of each Lender under this Agreement to make or otherwise fund its portion of
the Closing Date Term Loan as set forth on Schedule B attached hereto. The aggregate amount of the Closing Date Term Loan Commitments
as of the Closing Date is $7,500,000.


 


“Closing
Date Warrants” has the meaning assigned to it in Section 2.1(t). 


 


“Closing
Fee” has the meaning assigned to it in Section 1.6.


 


“Code”
means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, that in the event
that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to,
Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, the term “Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions of this Agreement relating to such attachment, perfection, priority or remedies and for purposes of definitions related
to such provisions; provided further, that to the extent that the Code is used to define any term herein or in any Loan Document
and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article
or Division 9 shall govern.


 




    	 	SCHEDULE A - 3	 



    	 	 	 



    

 


“Collateral”
has the meaning assigned to it in Section 6.1.


 


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


 


“Compliance
Certificate” means a compliance certificate in the form attached as Exhibit E hereto executed by a Responsible Officer
of the Borrower relating to the financial performance of the Credit Parties.


 


“Consolidated
Amortization Expense” shall mean, for any period, the amortization expense of the Credit Parties for such period, determined
on a consolidated basis in accordance with GAAP.


 


“Consolidated
Depreciation Expense” shall mean, for any period, the depreciation expense of the Credit Parties for such period, determined
on a consolidated basis in accordance with GAAP.


 


“Consolidated
EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only
to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect
to the portion of Consolidated Net Income attributable to any Subsidiary of any Credit Party only if a corresponding amount would be
permitted at the date of determination to be distributed to such Credit Party by such Subsidiary without prior approval (that has not
been obtained), pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirement of Law applicable
to such Subsidiary or its equity holders):


 


(a)
Consolidated Interest Expense for such period,


 





(b)
Consolidated Amortization Expense for such period,


 





(c)
Consolidated Depreciation Expense for such period,


 


(d)
Consolidated Tax Expense for such period,


 


(e)
one-time, non-recurring, customary and documented costs and expenses incurred in connection with the negotiation, execution and delivery
of the Loan Documents in an aggregate amount not to exceed $700,000,


 


(f)
one-time, non-recurring, customary and documented costs and expenses incurred in connection with an Equity Issuance in an aggregate amount
not to exceed $1,000,000,


 


(g)
the aggregate amount of all other non-cash charges, expenses or losses reducing Consolidated Net Income (including for certainty all
unrealized foreign exchange losses but excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash
charges in any future period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to
accounts or inventory) for such period, and



 







    	 	SCHEDULE A - 4	 



    	 	 	 



    

 


(y)
subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (including for certainty all unrealized
foreign exchange gains but excluding the accrual of revenue or recording of receivables in the ordinary course of business) for such
period.


 


Consolidated
EBITDA shall be calculated on a Pro Forma Basis to give effect to any Asset Sales (other than any dispositions in the ordinary course
of business) consummated at any time on or after the first day of the measuring period and prior to the date of determination as if each
such Asset Sale had been consummated on the day prior to the first day of such period.


 


“Consolidated
Indebtedness” shall mean, as at any date of determination, the aggregate amount of all Indebtedness of the Credit Parties determined
on a consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Expense” shall mean, for any period, the total consolidated interest expense of the Credit Parties for such period
determined on a consolidated basis in accordance with GAAP plus, without duplication:


 


	 	(a)	imputed
    interest on Capital Lease Obligations and Attributable Indebtedness of the Credit Parties for such period;
	 	 	 
	 	(b)	commissions,
    discounts and other fees and charges owed by any Credit Party with respect to letters of credit securing financial obligations, bankers’
    acceptance financing and receivables financings for such period;
	 	 	 
	 	(c)	amortization
    of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by any Credit Party for such period;
	 	 	 
	 	(d)	cash
    contributions to any employee stock ownership plan or similar trust made by any Credit Party to the extent such contributions are
    used by such plan or trust to pay interest or fees to any Person (other than interest paid to Borrower or a wholly-owned Subsidiary
    of Borrower) in connection with Indebtedness incurred by such plan or trust for such period;
	 	 	 
	 	(e)	all
    interest paid or payable with respect to discontinued operations of any Credit Party for such period;
	 	 	 
	 	(f)	the
    interest portion of any deferred payment obligations of any Credit Party for such period;
	 	 	 
	 	(g)	all
    interest on any Indebtedness of the Credit Parties of the type described in clause (f) or (k) of the definition of “Indebtedness”
    for such period.


 


Consolidated
Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness (other than Indebtedness incurred for ordinary
course working capital needs under ordinary course revolving credit facilities) incurred, assumed or permanently repaid or extinguished
at any time on or after the first day of the measuring period and prior to the date of determination in connection with any Asset Sales
(other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been
effected on the first day of such period.


 


“Consolidated
Net Income” shall mean, for any period, the consolidated net income (or loss) of the Credit Parties determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein),
without duplication:


 


	 	(a)	the
    net income (or loss) of any Person (other than a Subsidiary of any Credit Party) in which any Person other than a Credit Party or
    its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been
    received by such Credit Party or (subject to clause (b) below) any of its Subsidiaries during such period;


 




    	 	SCHEDULE A - 5	 



    	 	 	 



    

 


	 	(b)	the
    net income of any Subsidiary of any Credit Party during such period to the extent that the declaration or payment of dividends or
    similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents
    or any agreement, instrument or Requirement of Law applicable to that Subsidiary during such period;
	 	 	 
	 	(c)	any
    gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during
    such period by any Credit Party upon any Asset Sale (other than any dispositions in the ordinary course of business) by any Credit
    Party;
	 	 	 
	 	(d)	gains
    and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such
    period;
	 	 	 
	 	(e)	earnings
    resulting from any reappraisal, revaluation or write-up of assets;
	 	 	 
	 	(f)	unrealized
    gains and losses with respect to Hedging Obligations for such period; and
	 	 	 
	 	(g)	any
    extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such gain (or the tax effect of
    any such loss), recorded or recognized by any Credit Party during such period.


 


“Consolidated
Tax Expense” shall mean, for any period, the tax expense of the Credit Parties, for such period, determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated
Working Capital” shall mean, for any period, the working capital (current assets minus current liabilities) of the Credit Parties,
for such period, determined on a consolidated basis in accordance with GAAP.


 


“Contingent
Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing
or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person
(the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or
not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to
advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements,
until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or
hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent
Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product
warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation
for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation)
or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required
to perform thereunder) as determined by such person in good faith.


 


“Contractual
Obligation” means as to any Person, any provision of any security issued by such Person or of any agreement, instrument, or
other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Control
Agreement” means a deposit account control agreement and/or lock box agreement among any financial institution at which a Controlled
Account is maintained, the Agent and the applicable Credit Party, which shall provide, among other things, that such financial institution
executing such agreement has no rights of setoff or recoupment or any other claim against such Controlled Account other than for payment
of its service fees and other charges directly related to the administration of such account, and shall give the Agent “control”
of such Controlled Account as such term is defined in Section 9-104 of the Code.


 


“Controlled
Accounts” has the meaning given to such term in Section 3.26(a).


 




    	 	SCHEDULE A - 6	 



    	 	 	 



    

 


“Copyrights”
shall mean all of the following now owned or hereafter adopted or acquired by any Person: (i) all copyrights in any original work of
authorship fixed in any tangible medium of expression, now known or later developed, all registrations and applications for registration
of any such copyrights in the United States or any other country, including registrations, recordings and applications, and supplemental
registrations, recordings, and applications in the United States Copyright Office; and (ii) all Proceeds of the foregoing, including
license royalties and proceeds of infringement suits, the right to sue for past, present and future infringements, all rights corresponding
thereto throughout the world and all renewals and extensions thereof.


 


“Credit
Parties” means the Borrower and the Guarantors.


 


“Debt
Issuance” shall mean the incurrence by any Credit Party of any Indebtedness after the Closing Date (other than as permitted
by Section 5.1).


 


“Default”
means any Event of Default or any event that, with the passage of time or notice or both, would, unless cured or waived, become an Event
of Default.


 


“Default
Rate” has the meaning assigned to it in Section 1.5(c).


 


“Delayed
Draw Term Loan” has the meaning assigned to it in Section 1.1(b).


 


“Delayed
Draw Term Loan Borrowing Request” means each Delayed Draw Term Loan Borrowing Request delivered to Agent in substantially the
form of Exhibit K pursuant to Section 1.1(b).


 


“Delayed
Draw Term Loan Commitment” means the maximum amount, if any, that each Lender under this Agreement may make or otherwise fund
as Delayed Draw Term Loans, which maximum amount is set forth opposite such Lender’s name on Schedule B or as otherwise
documented by such Lender under the Loan Documents, as adjusted from time to time in accordance with this Agreement. The aggregate amount
of the Delayed Draw Term Loan Commitments as of the Closing Date is $7,500,000.


 


“Delayed
Draw Term Loan Commitment Expiration Date” means the earliest of (a) the date on which the Delayed Draw Term Loan Commitments
are terminated and have been reduced to zero (0), (b) the date on which the entire amount of the Delayed Draw Term Loan Commitments has
been borrowed, or (c) the date that is twelve (12) months after the Closing Date.


 


“Delayed
Draw Term Loan Funded Amount” means, with respect to any Delayed Draw Term Loan Lender at any time, the aggregate principal
amount of the Delayed Draw Term Loan funded by such Delayed Draw Term Loan Lender.


 


“Delayed
Draw Term Loan Lender” means each of those certain financial institutions set forth on Schedule B attached hereto that
has a Delayed Draw Term Loan Commitment as set forth on Schedule B hereto and such other financial institutions that may from
time to time make a Delayed Draw Term Loan under the Loan Documents, and if at any time any Delayed Draw Term Loan Lender shall decide
to assign or syndicate all or any of its Delayed Draw Term Loan Commitment subject to Section 8(a) of this Agreement, such term
shall include such assignee or such other members of the syndicate.


 


“Delayed
Draw Warrants” has the meaning assigned to it in Section 2.1(t). 


 


“Designated
Person” has the meaning assigned to it in Section 3.22(a).


 


“Disqualified
Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Maturity Date, (b) is convertible
into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred
to in (a) above, in each case at any time on or prior to the first anniversary of the Maturity Date, or (c) contains any repurchase obligation
which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that
would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such
Equity Interests upon the occurrence of a change in control or an asset sale occurring shall not constitute Disqualified Capital Stock.


 




    	 	SCHEDULE A - 7	 



    	 	 	 



    

 


“Distributions”
shall mean, collectively, with respect to each Credit Party, all dividends, cash, options, warrants, rights, instruments, distributions,
returns of capital or principal, income, interest, profits and other property, interests (debt or equity), or proceeds, including as
a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable
or otherwise distributed to such Credit Party in respect of or in exchange for any or all of the Pledged Securities.


 


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


 


“Embargoed
Person” means any party that (i) is publicly identified on the most current list of “Specially Designated Nationals and
Blocked Persons” published by the OFAC or resides, is organized or chartered in a country or territory subject to OFAC sanctions
or embargo programs or (ii) is publicly identified as prohibited from doing business with the United States under the International Emergency
Economic Powers Act, the Trading With the Enemy Act, or any other Requirement of Law.


 


“Environmental
Laws” means all Federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, and in each
case as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof relating to the
regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater,
wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).


 


“Environmental
Liabilities” means all liabilities, obligations, responsibilities, remedial actions, removal costs, losses, damages of whatever
nature, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of
investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim, suit, action or demand
of whatever nature by any Person and which relate to any health or safety condition regulated under any Environmental Law, environmental
permits or in connection with any Release, threatened Release, or the presence of a Hazardous Material.


 


“Equity
Interest” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including
membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership,
partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued
after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.


 


“Equity
Issuance” shall mean, without duplication, (i) any issuance or sale by Borrower after the Closing Date of any Equity Interests
in Borrower (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity
Interests or (ii) any contribution to the capital of Borrower; provided, however, that an Equity Issuance shall not include
(x) any Preferred Stock Issuance or Debt Issuance, (y) any such sale or issuance by Borrower of not more than an aggregate amount of
five percent (5.0%) of its Equity Interests (including its Equity Interests issued upon exercise of any option, warrant, convertible
security or option or warrants or options to purchase its Equity Interests but excluding Disqualified Capital Stock), in each case, to
directors, officers or employees of any Credit Party and (z) any Excluded Issuance.


 


“Equity
Issuance Warrants” has the meaning assigned to it in Section 2.1(t).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time, and any
regulations promulgated thereunder.


 




    	 	SCHEDULE A - 8	 



    	 	 	 



    

 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with any Credit Party, is treated as a
single employer under Section 414(b), (c), (m) or (o) of the IRC, or, solely for the purposes of Section 302 of ERISA and Section 412
of the IRC, is treated as a single employer under Section 414 of the IRC.


 


“ERISA
Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan
of an “accumulated funding deficiency” (as defined in Section 412 of the IRC or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(b) of the IRC or Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by any Credit Party or any ERISA Affiliate of any liability under Title IV of ERISA
with respect to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA Affiliate from the PBGC or a plan administrator
of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by any
Credit Party or any ERISA Affiliate of any liability with respect to any withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any
Credit Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.


 


“Event
of Default” has the meaning assigned to it in Section 7.1.


 


“Evergreen
Convertible Note” means that certain 12.5% OID Convertible Promissory Note, dated as of April 12, 2021 and due January 12,
2022, made by Borrower in favor of Evergreen Capital Management LLC.


 


“Excess
Cash Flow” means, with respect to any period,


 


(a)
the sum of (without duplication),


 


(i)
Consolidated Net Income during such period, plus


 


 


(ii)
Consolidated Interest Expense for such period, plus


 


(iii)
Consolidated Amortization Expense for such period, plus


 


(iv)
Consolidated Depreciation Expense for such period, plus


 


(v)
Consolidated Tax Expense for such period to the extent not paid for in cash, plus


 


(vi)
the aggregate amount of all other non-cash charges, expenses or losses reducing Consolidated Net Income (including for certainty all
unrealized foreign exchange losses but excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash
charges in any future period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to
accounts or inventory) for such period, plus


 


(vii)
decreases in Consolidated Working Capital during such period (exclusive of current liabilities related to the Term Loans during such
period solely to the extent captured in clause (b)(ii) of this definition), less


 


(b)
the sum of (without duplication),


 


(i)
Capital Expenditures (excluding any Capital Expenditures financed by the incurrence of Indebtedness permitted under this Agreement and
excluding any Capital Expenditures in any Fiscal Year to the extent in excess of the amount permitted to be made in such Fiscal Year
pursuant to the Loan Documents), plus


 




    	 	SCHEDULE A - 9	 



    	 	 	 



    

 


(ii)
interest expense paid or accrued (excluding any original issue discount, interest paid in kind or amortized debt discount, to the extent
included in determining interest expense) and scheduled principal payments paid or payable in respect of funded debt, plus


 


(iii)
increases in Consolidated Working Capital (exclusive of current liabilities related to the Term Loans during such period solely to the
extent captured in clause (b)(ii) of this definition) during such period, plus or minus (as the case may be)


 


(c)
without duplication of any adjustment under clause (a) or (b) above, any extraordinary gains (or extraordinary loss) for such period
which are cash items not included in the calculation of Consolidated Net Income.


 


“Exchange
Agreement” means that certain Exchange Agreement, dated on or about July 8, 2021, by and among the Borrower and each other
party thereto, in form and substance satisfactory to Agent. 


 


“Excluded
Assets” means the assets listed on Schedule G as updated from time to time pursuant to Section 4.1(a). 


 


“Excluded
Issuance” shall mean an issuance and sale of Qualified Capital Stock of Borrower, to the extent such Qualified Capital Stock
is used, or the Net Cash Proceeds thereof shall be, within forty-five (45) days of the consummation of such issuance and sale, used,
without duplication, to finance Capital Expenditures.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from
a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or its applicable
lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection
Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with
respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in
the Loan or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 1.7, amounts
with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or
to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with
Section 8(b); and (d) any withholding Taxes imposed under FATCA.


 


“Executive
Orders” has the meaning given to such term in Section 3.22.


 


“Existing
Indebtedness” means Indebtedness existing as of the Closing Date set forth in Disclosure Schedule (3.18)


 


“FATCA”
means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the IRC and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
IRC. 


 


“Fee
Letter” has the meaning assigned to it in Section 1.6.


 


“Fees”
means any and all fees due to Agent as set forth in Section 1.6.


 


“Financial
Statements” means, with respect to any Person, the income statement, balance sheet and statement of cash flows of such Person,
prepared for the time period specified and prepared in accordance with GAAP setting forth in each case in comparative form the figures
for such time period the previous year, certified by a Financial Officer as being fairly stated in all material respects.


 


“Fiscal
Month” means any of the monthly accounting periods of Borrower.


 


“Fiscal
Quarter” means any of the quarterly accounting periods of Borrower.


 




    	 	SCHEDULE A - 10	 



    	 	 	 



    

 


“Fiscal
Year” means the twelve (12) month period of Borrower ending December 31 of each year. Subsequent changes of the fiscal year
of Borrower shall not change the term “Fiscal Year” unless Agent shall consent in writing to such change.


 


“Foreign
Lender” shall have the meaning ascribed to such term in Section 8(b)(ii).


 


“Foreign
Subsidiary” means a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state
thereof or the District of Columbia or Canada or any province or territory thereof.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time, consistently applied.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or
other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.


 


“Grantor”
means Borrower and each Subsidiary Guarantor.


 


“Guaranteed
Indebtedness” means, as to any Person, any obligation of such Person guaranteeing any indebtedness, lease, dividend, or other
obligation (“primary obligations”) of any other Person (the “primary obligor”) in any manner, including any obligation
or arrangement of such guaranteeing Person (whether or not contingent): (i) to purchase or repurchase any such primary obligation; (ii)
to advance or supply funds (a) for the purchase or payment of any such primary obligation or (b) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor;
(iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such primary obligation; or (iv) to indemnify the owner of such primary obligation
against loss in respect thereof.


 


“Guaranteed
Obligations” shall have the meaning ascribed to such term in Section 11.1.


 


“Guarantees”
shall mean the guarantees issued pursuant to Article XI by the Subsidiary Guarantors.


 


“Guarantors”
means the Subsidiary Guarantors. 


 


“Hazardous
Material” means any substance, material or waste that is regulated by or forms the basis of liability now or hereafter under,
any Environmental Law, including any material or substance that is (a) defined as a “solid waste,” “hazardous waste,”
“hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous
waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “toxic
substance” or other similar term or phrase under any Environmental Law, (b) petroleum or any fraction or by-product thereof, asbestos,
polychlorinated biphenyls (PCBs), or any radioactive substance.


 


“Hedging
Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates,
currency exchange rates or commodity prices, either generally or under specific contingencies.


 


“Hedging
Obligations” shall mean obligations under or with respect to Hedging Agreements.


 




    	 	SCHEDULE A - 11	 



    	 	 	 



    

 


“Indebtedness”
of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or advances; (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person upon which interest charges
are customarily paid or accrued; (d) all obligations of such Person under conditional sale or other title retention agreements relating
to property purchased by such Person; (e) all obligations of such Person issued or assumed as the deferred purchase price of property
or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms
and not overdue by more than 90 days); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital
Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such Person; (h) all Hedging Obligations to the extent
required to be reflected on a balance sheet of such Person; (i) all Attributable Indebtedness of such Person; (j) all obligations of
such Person for the reimbursement of any obligor in respect of letters of credit, letters of guarantee, bankers’ acceptances and
similar credit transactions; (k) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off-balance
sheet financing product; (l) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for
value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior
to the date that is 180 days after the Stated Maturity Date valued at, in the case of redeemable preferred Stock, the greater of the
voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends; and (m)
all Contingent Obligations of such Person in respect of Indebtedness or obligations of others of the kinds referred to in clauses
(a) through (l) above. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms
of such Indebtedness expressly provide that such Person is not liable therefor.


 


“Indemnified
Liabilities” and “Indemnified Person” have the respective meanings assigned to them in Section 1.10.


 


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


 


“Insurance
Requirements” means, collectively, all provisions of the insurance policies, all requirements of the issuer of any of the insurance
policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body
exercising similar functions) binding upon each Credit Party which is an owner of Mortgaged Property and applicable to the Mortgaged
Property or any use or condition thereof.


 


“Intellectual
Property” means any and all Licenses, Patents, Copyrights, Trademarks, trade secrets and customer lists.


 


“IRC”
and “IRS” mean respectively, the Internal Revenue Code of 1986 and the Internal Revenue Service, and any successors
thereto.


 


“Joinder
Agreement” means each Joinder Agreement of a new Subsidiary delivered to the Agent after the Closing Date in substantially
the form of Exhibit H pursuant to Sections 1.12 and 3.28(b).


 


“Lender”
means each of those certain financial institutions set forth on Schedule B attached hereto, and if at any time any Lender shall
decide to assign or syndicate all or any of the Obligations, such term shall include such assignee or such other members of the syndicate.


 


“Liabilities”
means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions,
costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued
thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint
or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.


 


“LIBOR”
means, for each Fiscal Month, the greater of (a) one percent (1.0%) per annum and (b) the offered rate per annum for deposits of Dollars
for an interest period of 3 months that appears on Reuters Screen LIBOR 01 Page as of 11:00 A.M. (London, England time) two (2) Business
Days prior to the first day of each Fiscal Month or prior to the Closing Date, or if no such offered rate exists, such rate will be the
rate of interest per annum, as determined by Agent at which deposits of Dollars in immediately available funds are offered at 11:00 A.M.
(London, England time) two (2) Business Days prior to the first day of each Fiscal Month by major financial institutions reasonably satisfactory
to Agent in the interbank market for such Fiscal Month for the applicable principal amount on such date of determination. LIBOR is subject
to adjustment in accordance with Section 10.17 of this Agreement.


 




    	 	SCHEDULE A - 12	 



    	 	 	 



    

 


“Licenses”
shall mean, with respect to each Grantor, all license and distribution agreements with, and covenants not to sue, any other party with
respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Grantor is a licensor or licensee,
distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements
and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder
and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights
to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all
of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.


 


“Lien”
means any mortgage, security deed or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security
interest, security title, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under
the Code or comparable law of any jurisdiction).


 


“Liquidity”
means, as of any date of determination, the sum of Credit Parties’ unrestricted cash and Cash Equivalents on such date that is
(x) not subject to any Lien other than a Lien in favor of Agent, (y) held in Deposit Accounts over which Agent has a first priority perfected
Lien by virtue of “control” (as defined in the UCC) of such accounts for its benefit and (z) for the period from the Closing
Date to the date that is 15 Business Days after the Closing Date, held in the BofA Accounts. For the avoidance of doubt, any cash held
in the escrow account described in Section 3.41 shall be excluded from Liquidity.


 


“Liquidity
Certificate” means a liquidity certificate in the form attached as Exhibit L hereto executed by the Chief Financial
Officer of the Borrower relating to the Liquidity of the Credit Parties.


 


“Lists”
has the meaning given to such term in Section 3.22.


 


“Litigation”
means any claim, lawsuit, litigation, investigation or proceeding of or before any arbitrator or Governmental Authority.


 


“Loan”
has the meaning given to such term in Section 1.1.


 


“Loan
Documents” means this Agreement, the Note, the Guarantee, each Mortgage, the Pledge Agreement, the Control Agreements, each
Power of Attorney, any waiver or consent of a landlord or mortgagee executed in favor of Agent for the benefit of the Lenders, and all
other agreements, instruments, documents and certificates identified in Schedule D executed and delivered to, and in favor of,
Agent and including all other agreements, pledges, consents, assignments, contracts and notices whether heretofore, now or hereafter
executed by or on behalf of any Credit Party, or any employee of any Credit Party, and delivered to, and in favor of, Agent in connection
with the Agreement or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto,
and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 


“Mandatory
Prepayments” has the meaning given to such term in Section 1.2(b).


 


“Margin
Stock” has the meaning given to such term in Section 3.8.


 


“Material
Adverse Effect” means: a material adverse effect on (a) the business, assets, operations, or financial or other condition of
the Credit Parties taken as a whole, (b) the validity and enforceability of any Loan Document, (c) Borrower’s or any other Credit
Party’s ability to pay or perform the Obligations under the Loan Documents to which such Credit Party is a party in accordance
with the terms thereof, (d) the Collateral or Agent’s Liens on the Collateral or the priority of any such Lien, or (e) Agent’s
or any Lender’s rights and remedies under this Agreement and the other Loan Documents.


 


“Maturity
Date” means, with respect to the Term Loan, the earliest to occur of (i) the date of the termination of the acceleration of
the maturity of any Obligations pursuant to Section 7.2 and (ii) the Stated Maturity Date.


 




    	 	SCHEDULE A - 13	 



    	 	 	 



    

 


“Maximum
Lawful Rate” has the meaning given to such term in Section 1.5(e).


 


“Mortgage”
means any mortgage or deed of trust from the relevant Credit Party in favor of Agent for the benefit of the Lenders relating to such
Credit Party’s real property owned or leased as of the Closing Date and any other mortgage or deed of trust delivered to the Agent
pursuant to Section 3.28.


 


“Mortgaged
Property” shall have the meaning assigned to such term in the Mortgages.


 


“Multiemployer
Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Grantor
or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Grantor or any ERISA Affiliate
has within the preceding five plan years made contributions; or (c) with respect to which any Grantor could incur liability.


 


“Net
Cash Proceeds” shall mean:


 


	 	(a)	with respect to any Asset
  Sale (other than any issuance or sale of Equity Interests), the cash proceeds received by any Credit Party (including cash proceeds
  subsequently received (as and when received by any Credit Party) in respect of non-cash consideration initially received) net of (i)
  selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional
  fees, transfer and similar taxes and Credit Party’s good faith estimate of income taxes actually paid or payable in connection
  with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification
  obligations associated with such Asset Sale or (y) any other liabilities retained by any Credit Party associated with the properties
  sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such
  amounts shall constitute Net Cash Proceeds); (iii) Credit Party’s good faith estimate of payments required to be made with respect
  to unassumed liabilities relating to the properties sold within ninety (90) days of such Asset Sale (provided that, to the extent
  such cash proceeds are not used to make payments in respect of such unassumed liabilities within ninety (90) days of such Asset Sale,
  such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other
  amounts on any Indebtedness for borrowed money which is secured by a Lien on the properties sold in such Asset Sale (so long as such
  Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds
  (other than any such Indebtedness assumed by the purchaser of such properties);
	 	 	 
	 	(b)	with respect to any Debt
  Issuance or any Preferred Stock Issuance by any Credit Party, the cash proceeds thereof, net of customary fees, commissions, costs
  and other expenses incurred in connection therewith;
	 	 	 
	 	(c)	with respect to any Equity
  Issuance or any other issuance or sale of Equity Interests by any Credit Party, the cash proceeds thereof, net of the sum of (i) customary
  fees, commissions, costs and other expenses incurred in connection therewith, and (ii) any payments made by any Credit Party on account
  of the redemption of the Series B Preferred Stock; and
	 	 	 
	 	(d)	with respect to any Casualty
  Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs
  and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty
  Event.




 


“Net
Leverage Ratio” shall mean, as at any date of determination, the ratio of (a) Consolidated Indebtedness on such date, minus
Liquidity to (b) Consolidated EBITDA for the trailing four (4) Fiscal Quarter period most recently ended.


 


“Non-Funding
Lender” has the meaning given to such term in Section 1.13.


 


“Note”
means any Term Note.


 




    	 	SCHEDULE A - 14	 



    	 	 	 



    

 


“Obligations”
means all loans, advances, debts, expense reimbursement, fees, liabilities, and obligations for the performance of covenants, tasks or
duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or amounts are liquidated
or determinable) owing by Borrower and any other Credit Party to the Lenders arising under any of the Loan Documents, of any kind or
nature, present or future, whether or not evidenced by any note, agreement or other instrument, and all covenants and duties regarding
such amounts. This term includes all principal, interest, Fees, Charges, expenses, attorneys’ fees and any other sum chargeable
to Borrower under any of the Loan Documents (including interest accruing at the then applicable rate provided in this Agreement after
the maturity of the Loan, and Fees, Charges, costs, expenses and interest accruing at the then applicable rate provided in this Agreement
after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or
not a claim for post-filing or post-petition interest or a claim for such Fees, Charges, costs and expense is allowed in such proceeding),
and all principal and interest due in respect of the Loan and all obligations and liabilities of any Guarantor under any Guarantee.


 


“OFAC”
has the meaning given to such term in Section 3.22.


 


“OFAC
Laws and Regulations” has the meaning given to such term in Section 3.22.


 


“Officers’
Certificate” means a certificate executed by the chairman of the Board of Directors (if an officer), the Chief Executive Officer
or the president and one of the Responsible Officers, each in his or her official (and not individual) capacity.


 


“Organization
Charts” has the meaning ascribed to such term in Section 2.1(s).


 


“Organizational
Documents” shall mean, with respect to any Person, (i) in the case of any corporation or unlimited liability corporation, the
certificate or articles of incorporation, as applicable, and by-laws and certificate of designations (or similar documents) of such Person,
(ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such
Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents)
of such Person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such Person and (v) in
any other case, the functional equivalent of the foregoing.


 


“Other
Lists” has the meaning given to such term in Section 3.22.


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become 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 Loan or Loan Document).


 


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


 


“Ownership
Interests” means, as applied to any Person, corporate stock and any and all securities, shares, partnership interests (whether
general, limited, special or other), limited liability company interests, membership interests, equity interests, participations, rights
or other equivalents (however designated and of any character) of corporate stock of such Person or any of the foregoing issued by such
Person (whether a corporation, a partnership, a limited liability company or another entity) and shall include securities convertible
into Ownership Interests and rights, warrants or options to acquire Ownership Interests.


 


“Participant”
has the meaning given to such term in Section 8(a).


 


“Participant
Register” has the meaning given to such term in Section 8(a). 


 




    	 	SCHEDULE A - 15	 



    	 	 	 



    

 


“Patents”
means all of the following in which any Person now holds or hereafter acquires any interest: (i) all letters patent of the United States
or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other
country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office
or agency of the United States, any State or Territory thereof, or any other country; and (ii) all reissues, continuations, continuations-in-part
or extensions thereof.


 


“Payment
Date” has the meaning given to such term in Section 1.1.


 


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


 


“Perfection
Certificate” means a certificate in the form of Exhibit A attached to this Agreement or any other form approved by the
Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.


 


“Perfection
Certificate Supplement” means a certificate supplement in the form of Exhibit I attached to this Agreement or any other
form approved by the Agent.


 


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


 


“Permitted
Liens” means the following encumbrances: (i) Liens for taxes or assessments or other governmental Charges or levies, either
not yet due and payable or to the extent that nonpayment thereof is permitted by the terms of Section 3.10; (ii) carriers’,
warehousemen’s, suppliers’, mechanics’, materialmen’s, repairmen’s or other similar liens arising in the
ordinary course of business and securing indebtedness not yet due and payable or overdue for more than 30 days or being contested in
good faith by appropriate proceedings; (iii) attachment, judgment or other similar Liens arising in connection with court or arbitration
proceedings, provided that the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within
thirty (30) days or (in the case of any execution or enforcement pending appeal) such lesser time during which such appeal may be taken;
(iv) zoning restrictions, easements, licenses, or other restrictions on the use of real property or other minor irregularities in title
thereto, so long as the same do not materially impair the use, value, or marketability of such real estate; (v) Purchase Money Liens
securing Purchase Money Obligations (or rent) to the extent permitted under Section 5.1; and (vi) Liens in favor of Agent for
the benefit of the Lenders securing the Obligations.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization,
association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether Federal,
state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof), and shall
include such Person’s successors and assigns.


 


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


 


“Pledge
Agreement” means that certain Pledge Agreement, dated as of the Closing Date, by and among the Credit Parties and the Agent
pledging as Collateral for the Obligations any Ownership Interests of Subsidiaries owned by each Credit Party, as amended, restated,
supplemented or otherwise modified from time to time.


 




    	 	SCHEDULE A - 16	 



    	 	 	 



    

 


“Pledged
Securities” shall mean, collectively, with respect to each Credit Party, (i) all issued and outstanding Equity Interests of
each issuer set forth on Schedule 10(a) to the Perfection Certificate as being owned by such Credit Party and all options, warrants,
rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Credit Party (including by issuance),
together with all rights, privileges, authority and powers of such Credit Party relating to such Equity Interests in each such issuer
or under any Organizational Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests
and any and all interest of such Credit Party in the entries on the books of any financial intermediary pertaining to such Equity Interests,
(ii) all Equity Interests of any Subsidiary, which Equity Interests are hereafter acquired by such Credit Party (including by issuance)
and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such Subsidiary acquired by such
Credit Party (including by issuance), together with all rights, privileges, authority and powers of such Credit Party relating to such
Equity Interests or under any Organizational Document of any such Subsidiary, and the certificates, instruments and agreements representing
such Equity Interests and any and all interest of such Credit Party in the entries on the books of any financial intermediary pertaining
to such Equity Interests, from time to time acquired by such Credit Party in any manner, and (iii) all Equity Interests issued in respect
of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests; provided,
however, that Pledged Securities shall not include any Equity Interests which are not required to be pledged pursuant to Section
3.28.


 


“Post-Closing
Cap Table” has the meaning ascribed to such term in Section 2.1(r).


 


“Post-Closing
Organization Chart” has the meaning ascribed to such term in Section 2.1(s).


 


“Power
of Attorney” means each Power of Attorney of the Credit Parties delivered to Agent as of the Closing Date in substantially
the form of Exhibit D and any Power of Attorney delivered to the Agent after the Closing Date pursuant to Section 1.12.


 


“Pre-Closing
Cap Table” has the meaning ascribed to such term in Section 2.1(r).


 


“Pre-Closing
Organization Chart” has the meaning ascribed to such term in Section 2.1(s).


 


“Preferred
Stock” shall mean, with respect to any Person, any and all preferred or preference Equity Interests (however designated) of
such Person whether now outstanding or issued after the Closing Date.


 


“Preferred
Stock Issuance” shall mean the issuance or sale by any Credit Party of any Preferred Stock after the Closing Date (other than
(x) as permitted by Section 5.1 or (y) any Excluded Issuance).


 


“Prepayment”
has the meaning given to such term in Section 1.2(b).


 


“Pro
Forma Basis” shall mean on a basis in accordance with GAAP and otherwise reasonably satisfactory to the Agent.


 


“Proceeds”
means “proceeds,” as such term is defined in the Code and, in any event, shall include: (i) any and all proceeds of any insurance,
indemnity, warranty or guarantee payable to any Grantor from time to time with respect to any Collateral; (ii) any and all payments (in
any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation,
seizure or forfeiture of any Collateral by any governmental body, authority, bureau or agency (or any Person acting under color of governmental
authority); (iii) any recoveries by any Grantor against third parties with respect to any litigation or dispute concerning any Collateral,
including claims arising out of the loss or nonconformity of, interference with the use of, defects in, or infringement of rights in,
or damage to, Collateral; and (iv) any and all other amounts, rights to payment or other property acquired upon the sale, lease, license,
exchange or other disposition of Collateral (excluding amounts and rights to payment arising from the rental of any of the Collateral
to customers of the Borrower or any of its Subsidiaries or distributors) and all rights arising out of Collateral.


 


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


 


“Purchase
Money Lien” means any Lien upon any fixed assets that secure the Purchase Money Obligations related thereto but only if such
Lien shall at all times be confined solely to the asset the purchase price of which was financed or refinanced through the incurrence
of the Purchase Money Obligations secured by such Lien (and the proceeds thereof) and only if such Lien secures only such Purchase Money
Obligations.


 


“Purchase
Money Obligations” means for any Person the obligations of such Person in respect of Indebtedness (including Capital Lease
Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests
of any Person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided,
however, that (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement
of such property by such Person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation,
construction or improvement, as the case may be.


 




    	 	SCHEDULE A - 17	 



    	 	 	 



    

 


“Qualified
Capital Stock” means of any Person any Equity Interests of such Person that are not Disqualified Capital Stock.


 


“Qualified
Financing” means that the Borrower issues and sells shares of its Qualified Capital Stock to investors in an equity financing
with Net Cash Proceeds received by the Borrower of not less than $10,000,000 (excluding the conversion of any notes or other convertible
securities issued for capital raising purposes).


 


“Real
Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and
to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means,
together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures
and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation
thereof.


 


“Recipient”
means Agent and any Lender.


 


“Register”
has the meaning given to such term in Section 8(a).


 


“Related
Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee,
representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and
agents of or to such Person or any of its Affiliates.


 


“Release”
means as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials in the indoor or outdoor environment by such Person, including the movement of Hazardous
Materials through or in the air, soil, surface water, ground water or property.


 


“Rental
Office” means any rental office of the Borrower or any of its Subsidiaries that is not located in a Restricted Location.


 


“Required
Lenders” means, at any time, Lenders having at such time in excess of fifty percent (50%) of the sum of the aggregate Term
Loan Commitments (or, if such Term Loan Commitments are terminated, the amount outstanding under the Term Loan) then in effect; provided,
however, that at any time when there are two (2) or more Lenders, Required Lenders shall require at least two (2) Lenders. For purposes
of calculation of Required Lenders, a Lender and any of its Affiliates are also a Lender, and their respective Term Loan Commitments
and/or holdings of the Term Loan, shall be deemed to be a single Lender with a single consolidated Term Loan Commitment and/or holding
a single consolidated Term Loan.


 


“Requirement
of Law” means as to any Person, the Certificate or Articles of Incorporation and By-Laws or other Organizational Documents
of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case, binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible
Officer” means, with respect to any Person (other than an individual), any officer at the level of vice president or higher
of, but in any event, with respect to financial matters, the chief financial officer, chief accounting officer, treasurer or controller
of such Person.


 


“Restricted
Locations” has the meaning ascribed to such term in Section 3.21(c).


 




    	 	SCHEDULE A - 18	 



    	 	 	 



    

 


“Restricted
Payment” means: (a) the declaration or payment of any dividend or the incurrence of any liability to make any other payment
or distribution of cash or other property or assets on or in respect of Borrower’s or any other Credit Party’s Stock, (b)
any payment or distribution made in respect of any subordinated Indebtedness of Borrower or any other Credit Party in violation of any
subordination or other agreement made in favor of Agent for the benefit of the Lenders, (c) any payment on account of the purchase, redemption,
defeasance or other retirement of Borrower’s or any other Credit Party’s Stock or Indebtedness or any other payment or distribution
made in respect of any thereof, either directly or indirectly; other than (i) that arising under this Agreement, (ii) repayment of the
Existing Indebtedness (not including subordinated Indebtedness, payments of which shall be permitted only in accordance with the terms
of the relevant subordination agreement made in favor of Agent for the benefit of the Lenders) permitted under Sections 5.1, or,
(iii) provided that Borrower has consummated a Qualified Financing, the redemption of the Series B Preferred Stock in an amount not to
exceed $2,450,000 within 15 Business Days after such consummation provided no Default or Event of Default shall have occurred and be
continuing or would exist after giving effect to the aggregate payments made in respect of such redemption or (d) any payment, loan,
contribution, or other transfer of funds or other property to any holder of Stock of such Person which is not expressly and specifically
permitted in this Agreement; provided that any payment to Agent or any Lender shall not constitute a Restricted Payment.


 


“SBA”
means the United States Small Business Administration and any successor thereto.


 


“SBA
Forms” means, collectively, SBA forms 480, 652 and 1031.


 


“SBA
Side Letter” means a Small Business Investment Company side letter among the Borrower and the SBICs (as amended, restated,
supplemented, or otherwise modified from time to time accordance with its terms) in form and substance reasonably satisfactory to Agent
and the Borrower.


 


“SBIC”
means Agent or certain of its Affiliates that is a Federal licensee under the Act.


 


“SDN
List” has the meaning given to such term in Section 3.22.


 


“Secretarial
Certificate” means each Secretarial Certificate of the Credit Parties delivered to Agent as of the Closing Date in substantially
the form of Exhibit C and any Secretarial Certificate delivered to the Agent after the Closing Date pursuant to Section 1.12.


 


“Series
B Certificate of Designations” means that certain Certificate of Designations, Preferences and Rights of the Series B Convertible
Preferred Stock of EVmo, Inc. dated on or about July 8, 2021.


 


“Series
B Preferred Stock” means the Borrower’s Series B Convertible Preferred Stock issued pursuant to the Series B Certificate
of Designations.


 


“Solvent”
means, with respect to any Person on a particular date, that on such date (a) the assets of such Person, at a fair valuation, exceed
its liabilities, including contingent liabilities, (b) the remaining capital of such Person is not unreasonably small to conduct its
business and (c) such Person will not have incurred debts, and does not have the present intent to incur debts, beyond its ability to
pay such debts as they mature. For purposes of this definition, “debt” means any liability on a claim, and “claim”
means any (i) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (ii) right to an equitable remedy for breach of performance
if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured. In computing the amount of contingent liabilities of any Person on any
date, such liabilities shall be computed at the amount that, in the judgment of the Agent in light of all facts and circumstances existing
at such time, represents the amount of such liabilities that reasonably can be expected to become actual or matured liabilities.


 


“Stated
Maturity Date” means July 9, 2026.


 


“Stock”
means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests,
participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent
entity whether voting or nonvoting, including common stock, preferred stock, beneficial interests in a trust or any other “equity
security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934) or other equity interests in any Person.


 




    	 	SCHEDULE A - 19	 



    	 	 	 



    

 


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


 


“Subsidiary”
means, with respect to any Person, (i) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding Stock
having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether, at the time,
Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time, directly or indirectly, owned legally or beneficially by such Person and/or one or more Subsidiaries of such Person,
or with respect to which any such Person has the right to vote or designate the vote of more than fifty percent (50%) of such Stock whether
by proxy, agreement, operation of law or otherwise, and (ii) any partnership or limited liability company in which such Person or one
or more Subsidiaries of such Person has an equity interest (whether in the form of voting or participation in profits or capital contribution)
of more than fifty percent (50%) or of which any such Person is a general partner or manager or may exercise the powers of a general
partner or manager.


 


“Subsidiary
Guarantor” means each direct or indirect Subsidiary of the Borrower as of the Closing Date and each other direct or indirect
Subsidiary that becomes a party to this Agreement pursuant to Section 1.12.


 


“Substitute
Lender” has the meaning given to such term in Section 1.14(a).


 


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


 


“Term
Loan” has the meaning given to such term in Section 1.1.


 


“Term
Loan Commitment” any Closing Date Term Loan Commitment and any Delayed Draw Term Loan Commitment.


 


“Term
Note” has the meaning given to such term in Section 1.1.


 


“Termination
Date” means the date on which all Obligations under this Agreement are paid in full, in cash (other than contingent obligations
not yet due and payable), and Borrower shall have no further right to borrow any moneys or obtain other credit extensions or financial
accommodations from the Lenders under this Agreement.


 


“Title
IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs
or otherwise has any obligation or liability, contingent or otherwise.


 


“Total
Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated
EBITDA for the trailing twelve (12) Fiscal Month period most recently ended.


 


“Trademarks”
means all of the following now owned or hereafter adopted or acquired by any Person: (i) all trademarks, trade names, corporate names,
business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing
have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered) all registrations and recordings
thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States
Patent and Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country
or any political subdivision thereof: (ii) all reissues, extensions or renewals thereof; and (iii) all goodwill associated with or symbolized
by any of the foregoing.


 


“Transactions”
means, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Loan Documents, including (a) the execution,
delivery and performance of the Loan Documents and the initial borrowings hereunder; (b) [reserved]; (c) [reserved]; and (d) the payment
of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.


 




    	 	SCHEDULE A - 20	 



    	 	 	 



    

 


“Transferred
Guarantor” has the meaning given to such term in Section 11.9.


 


“USA
PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Pub. L. 107-56).


 


“U.S.
Borrower” means a Borrower that is a U.S. Person.


 


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


 


“U.S.
Publicly-Traded Entity” has the meaning given to such term in Section 3.22.


 


“U.S.
Tax Compliance Certificate” shall have the meaning ascribed to such term in Section 8(b)(ii)(C).


 


“Voluntary
Prepayment” has the meaning given to such term in Section 1.2(b).


 


“Voting
Stock” means, with respect to any Person, any class or classes of Equity Interests pursuant to which the holders thereof have
the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such Person.


 


“Warrants”
has the meaning assigned to it in Section 2.1(t).


 


“Wholly
Owned Subsidiary” means, as to any Person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying
shares) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association,
joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person
have a 100% equity interest at such time.


 


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


 


“Withholding
Agent” means Borrower and Agent.


 


Any
accounting term used in this Agreement or the other Loan Documents shall have, unless otherwise specifically provided therein, the meaning
customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically
provided therein, in accordance with GAAP consistently applied; provided, that all financial covenants and calculations in the
Loan Documents shall be made in accordance with GAAP as in effect on the Closing Date unless Borrower and Agent shall otherwise specifically
agree in writing. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall
in no way be construed to limit the foregoing. All other capitalized terms contained in this Agreement or the other Loan Documents, but
not defined herein or therein, shall, unless the context indicates otherwise, have the meanings provided for by the Code. The words “herein,”
“hereof” and “hereunder” or other words of similar import refer to this Agreement as a whole, including the exhibits
and schedules thereto, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection
or clause contained in this Agreement.


 


For
purposes of this Agreement and the other Loan Documents, the following additional rules of construction shall apply, unless specifically
indicated to the contrary: (a) wherever from the context it appears appropriate, each term stated in either the singular or plural shall
include the singular and the plural; (b) the term “or” is not exclusive; (c) the term “including” (or any form
thereof) shall not be limiting or exclusive; (d) all references to statutes and related regulations shall include any amendments of same
and any successor statutes and regulations; and (e) all references to any instruments or agreements, including references to any of the
Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof.


 


[Remainder
of Page Intentionally Blank]


 




    	 	SCHEDULE A - 21	 



    	 	 	 



    

 


SCHEDULE
B 


 


SCHEDULE
OF TERM LOAN COMMITMENTS


 


	Lender	 	Closing
    Date Term Loan Commitment	 	 	Delayed
    Draw Term Loan Commitment	 
	Energy Impact Credit Fund I LP	 	$	7,500,000	 	 	$	7,500,000	 
	TOTAL	 	$	7,500,000	 	 	$	7,500,000	 



 


SCHEDULE
OF AMORTIZATION OF THE LOAN


 


	Payment
    Date	 	Monthly
    Principal Payment
	August
    1, 2021	 	$0
	September
    1, 2021	 	$0
	October
    1, 2021	 	$0
	November
    1, 2021	 	$0
	December
    1, 2021	 	$0
	January
    1, 2022	 	$0
	February
    1, 2022	 	$0
	March
    1, 2022	 	$0
	April
    1, 2022	 	$0
	May
    1, 2022	 	$0
	June
    1, 2022	 	$0
	July
    1, 2022	 	$0
	August
    1, 2022	 	$31,250
	September
    1, 2022	 	$31,250
	October
    1, 2022	 	$31,250
	November
    1, 2022	 	$31,250
	December
    1, 2022	 	$31,250
	January
    1, 2023	 	$31,250
	February
    1, 2023	 	$31,250
	March
    1, 2023	 	$31,250
	April
    1, 2023	 	$31,250
	May
    1, 2023	 	$31,250
	June
    1, 2023	 	$31,250
	July
    1, 2023	 	$31,250
	August
    1, 2023	 	$62,500
	September
    1, 2023	 	$62,500
	October
    1, 2023	 	$62,500
	November
    1, 2023	 	$62,500
	December
    1, 2023	 	$62,500
	January
    1, 2024	 	$62,500
	February
    1, 2024	 	$62,500
	March
    1, 2024	 	$62,500
	April
    1, 2024	 	$62,500
	May
    1, 2024	 	$62,500
	June
    1, 2024	 	$62,500
	July
    1, 2024	 	$62,500
	August
    1, 2024	 	$62,500
	September
    1, 2024	 	$62,500
	October
    1, 2024	 	$62,500
	November
    1, 2024	 	$62,500
	December
    1, 2024	 	$62,500
	January
    1, 2025	 	$62,500
	February
    1, 2025	 	$62,500
	March
    1, 2025	 	$62,500
	April
    1, 2025	 	$62,500
	May
    1, 2025	 	$62,500
	June
    1, 2025	 	$62,500
	July
    1, 2025	 	$62,500
	August
    1, 2025	 	$62,500
	September
    1, 2025	 	$62,500
	October
    1, 2025	 	$62,500
	November
    1, 2025	 	$62,500
	December
    1, 2025	 	$62,500
	January
    1, 2026	 	$62,500
	February
    1, 2026	 	$62,500
	March
    1, 2026	 	$62,500
	April
    1, 2026	 	$62,500
	May
    1, 2026	 	$62,500
	June
    1, 2026	 	$62,500
	July
    1, 2026	 	$62,500
	Maturity
    Date	 	All
    remaining principal outstanding on the Maturity Date



 




    	SCHEDULE B -1



    	 



    

 


SCHEDULE
C 


 


AGENT’S,
LENDERS’ AND CREDIT PARTIES’ ADDRESSES FOR NOTICES


 


	Agent’s
    Address
	 	 
	Name:	EICF
    Agent LLC
	Address:	600
    3rd Avenue, Floor 38
	 	New
    York, NY 10016
	Attn:	Harry
    Giovani
	Telephone:	(212)
    899-9714
	 	 
	with
    a copy to:
	 	 
	Name:	Chapman
    and Cutler LLP
	Address:	1270
    Avenue of the Americas, 30th Floor
	 	New
    York, New York 10020
	Attn:	Anthony
    M. DiGiacomo
	Telephone:	(212)
    655-2530
	Facsimile:	(212)
    655-2531
	 	 
	Lenders’
    Address
	 	 
	Name:	Energy
    Impact Credit Fund I LP
	Address:	600
    3rd Avenue, Floor 38
	 	New
    York, NY 10016
	Attn:	Harry
    Giovani
	Telephone:	(212)
    899-9714
	 	 
	Borrower’s
    Address
	 	 
	Name:	EVmo,
    Inc.
	Address	:
    195 S. Robertson Blvd.
	 	Beverly
    Hills, CA 90211
	 	 
	Attn:	Ryan
    Saathoff
	Telephone:	(858)
    349-5413
	Email:	ryan@evmo.com
	 	 
	with
    a copy to:
	 	 
	Name:	Loeb
    & Loeb LLP
	Address	:
    345 Park Ave.
	 	New
    York, NY 10154
	 	 
	Attn:	Mitchell
    S. Nussbaum
	Telephone:	(212)
    407-4159
	Facsimile:	(212)
    504-3013
	 	 
	and
	 	 
	Attn:	Richard
    Facundo
	Telephone:	(212)
    407-4178
	Facsimile:	(646)
    607-0682



 






    	 	SCHEDULE C - 1	 



    	 	 	 



    

 


	Guarantor’s
    Address
	 	 
	Name:	Distinct
    Cars LLC
	Address	:
    195 S. Robertson Blvd.
	 	Beverly
    Hills, CA 90211
	 	 
	Attn:	Ryan
    Saathoff
	Telephone:	(858)
    349-5413
	Email:	ryan@evmo.com
	 	 
	Name:	Rideshare
    Car Rentals, LLC
	Address	:
    195 S. Robertson Blvd.
	 	Beverly
    Hills, CA 90211
	 	 
	Attn:	Ryan
    Saathoff
	Telephone:	(858)
    349-5413
	Email:	ryan@evmo.com
	 	 
	Name:	EV
    Vehicles, LLC
	Address	:
    195 S. Robertson Blvd.
	 	Beverly
    Hills, CA 90211
	 	 
	Attn:	Ryan
    Saathoff
	Telephone:	(858)
    349-5413
	Email:	ryan@evmo.com
	 	 
	with
    a copy, in the case of any Guarantor, to:
	 	 
	Name:	Loeb
    & Loeb LLP
	Address	:
    345 Park Ave.
	 	New
    York, NY 10154
	 	 
	Attn:	Mitchell
    S. Nussbaum
	Telephone:	(212)
    407-4159
	Facsimile:	(212)
    504-3013
	 	 
	and
	 	 
	Attn:	Richard
    Facundo
	Telephone:	(212)
    407-4178
	Facsimile:	(646)
    607-0682


 






    	 	SCHEDULE C - 2	 



    	 	 	 



    

 


SCHEDULE
D


 


CLOSING
CHECKLIST


 


See
attached.


 




    	SCHEDULE D - 1



    	 



    

 


SCHEDULE
E 


 


RESTRICTED
LOCATIONS


 


1.
Crimea


2.
Cuba


3.
Iran


4.
North Korea


5.
Sudan


6.
Syria


 


[Remainder
of Page Intentionally Blank]


 




    	SCHEDULE E - 1



    	 



    

 


SCHEDULE
F


 


POST-CLOSING
MATTERS


 


 


The
items set forth below shall be delivered by Credit Parties to the Agent, and performed and completed to the satisfaction of Agent, within
the periods set forth opposite such item below:


 


	Post-Closing
    Item	 	Required
    Completion Date
	1.
    Landlord waiver with respect to the Borrower’s Chief Executive Office pursuant to Section 3.25 of this Agreement.	 	Within
    sixty (60) days after the Closing Date.
	2.
    Insurance endorsements naming Agent, on behalf of the Lenders, as lender’s loss or payee and additional insured, as applicable,
    pursuant to Section 3.16(b) of this Agreement.	 	Within
    thirty (30) days after the Closing Date.
	3.
    Original membership certificates and instruments of transfer undated and endorsed in blank, with respect to all Pledged Securities
    pursuant to Section 2.1(o)(i) of this Agreement.	 	Within
    five (5) Business Days after the Closing Date.
	4.
    Original Term Note pursuant to Section 1.1(a) of this Agreement	 	Within
    five (5) Business Days after the Closing Date.
	5.
    Evidence of filing with the United States Patent and Trademark Office amending Borrower’s name to “EVmo, Inc.”.	 	Within
    thirty (30) days after the Closing Date.
	6.
    Evidence of payment in full of all obligations owed by the Borrower on the Secured Promissory Notes listed in Disclosure Schedule
    (3.18).	 	Within
    fifteen (15) Business Days after the Closing Date.
	7.
    Control Agreement with respect to each Controlled Account pursuant to Section 3.26 of this Agreement.	 	Within
    fifteen (15) Business Days after the Closing Date
	8.
    Evidence of the closing of the BofA Accounts.	 	Within
    sixty (60) days after the Closing Date.
	9.
    Evidence of excess and/or umbrella liability insurance policies required under Section 3.16(a)(iii) of this Agreement.	 	Within
    thirty (30) days after the Closing Date.
	10.
    Filed UCC-3 termination statement with respect to the UCC-1 financing statement filed on January 3, 2018 in Delaware naming YAYYO,
    Inc., as debtor, and Bellridge Capital, L.P., as secured party, with an original filing number of 2018 0053997.	 	Within
    thirty (30) days after the Closing Date.
	12.
                                            Filed UCC-3 termination statement with respect to the UCC-1 financing statement filed on
                                            May 24, 2020 in California naming Rideshare Car Rentals, LLC, as debtor, and U.S. Small Business
                                            Administration, as secured party, with an original filing number of 20-7780440416.
	 	Within
    sixty (60) days after the Closing Date.
	13.
    Evidence of workers compensation insurance policy naming Agent as certificate holder.	 	Within
    ten (10) Business Days after the Closing Date.


 




    	SCHEDULE F - 1



    	 



    

 


SCHEDULE
G


 


EXCLUDED
ASSETS


 


[ON
FILE WITH AGENT]


 




    	SCHEDULE G - 1



     


    

 


DISCLOSURE
SCHEDULE (2.1(e)(iii))


 


TITLE
POLICIES


 


Not
applicable.


 




    	2.1(E)(III)



    	 



    

 


DISCLOSURE
SCHEDULE (3.2)


 


PLACES
OF BUSINESS; CORPORATE NAMES


 


	Official
    Name:	EVmo,
    Inc.
	Type
    of Entity:	corporation
	Organization
    Identification Number:	6075384
	State
    of Incorporation or Organization:	Delaware
	Chief
    Executive Office:	195
    S. Robertson Blvd., Beverly Hills, CA 90211
	County/State
    of Chief Executive Office:	Los
    Angeles/CA
	Locations
    of Collateral (when not in use by a customer of any Grantor):	None
	County/State
    of Locations of Collateral:	N/A
	Other
    Corporate Names or Trade Names (if any):	None


 


	Official
    Name:	Rideshare
    Car Rentals, LLC
	Type
    of Entity:	limited
    liability company
	Organization
    Identification Number:	6598755
	State
    of Incorporation or Organization:	Delaware
	Chief
    Executive Office:	195
    S. Robertson Blvd., Beverly Hills, CA 90211
	County/State
    of Chief Executive Office:	Los
    Angeles/CA
	Locations
    of Collateral (when not in use by a customer of any Grantor):	None
	County/State
    of Locations of Collateral:	N/A
	Other
    Corporate Names or Trade Names (if any):	None


 


	Official
    Name:	Distinct
    Cars LLC
	Type
    of Entity:	limited
    liability company
	Organization
    Identification Number:	6473434
	State
    of Incorporation or Organization:	Delaware
	Chief
    Executive Office:	195
    S. Robertson Blvd., Beverly Hills, CA 90211
	County/State
    of Chief Executive Office:	Los
    Angeles/CA
	Locations
    of Collateral (when not in use by a customer of any Grantor):	300
    Frank H. Ogawa Plaza, Suite 203, Oakland, CA 94612	OAK
	6445
    S. Tenaya Way, Ste. 115, Las Vegas, NV 89113	LAS
	1030
    W North Ave., Suite O106, Chicago, IL 60642	CHI
	5301
    Alpha Rd., Suite 80, Dallas, TX 75240	DAL
	20
    Commerce Drive, Suite 135, Cranford, NJ 07016	NJ
	195
    S. Robertson Blvd., Beverly Hills, CA 90211	BH
	County/State
    of Locations of Collateral:	Alameda/CA

    Clark/NV

    Cook/IL

    Dallas/TX

    Union/NJ

    Los
    Angeles/CA

	Other
    Corporate Names or Trade Names (if any):	None


 


 


	Official
    Name:	EV
    Vehicles, LLC
	Type
    of Entity:	limited
    liability company
	Organization
    Identification Number:	5344482
	State
    of Incorporation or Organization:	Delaware
	Chief
    Executive Office:	195
    S. Robertson Blvd., Beverly Hills, CA 90211
	County/State
    of Chief Executive Office:	Los
    Angeles/CA
	Locations
    of Collateral (when not in use by a customer of any Grantor):	None
	County/State
    of Locations of Collateral:	N/A
	Other
    Corporate Names or Trade Names (if any):	None


 




    	3.2



    	 



    

 


DISCLOSURE
SCHEDULE (3.7)


 


SUBSIDIARIES


 


	Name	Type
    (Subsidiary, Affiliate, etc.)	Parent	Percentage
    owned by Credit Party
	Rideshare
    Car Rentals, LLC	Subsidiary	EVmo,
    Inc.	100%
	Distinct
    Cars LLC	Subsidiary	EVmo,
    Inc.	100%
	EV
    Vehicles, LLC	Subsidiary	EVmo,
    Inc.	100%


 




    	3.7



    	 



    

 


DISCLOSURE
SCHEDULE (3.9)


 


TAXES


 


None.


 




    	3.9



    	 



    

 


DISCLOSURE
SCHEDULE (3.11)


 


ERISA


 


None.


 




    	3.11



    	 



    

 


DISCLOSURE
SCHEDULE (3.12)


 


LITIGATION


 


Anthony
Davis v. YayYo, Inc., and Ramy El-Batrawi


 


		●	commercial
                                            dispute/employee compensation



		●	filed
                                            on March 5, 2020, in the LA Superior Court



 


Ivan
Rung v. YayYo, Inc., Ramy El-Batrawi, et al., 20STCV27876 and Michael Vanbecelaere v. YayYo, Inc., Ramy El-Batrawi, et al., 20STCV28066


 


		●	Securities
                                            class action



		●	filed
                                            in LA Superior Court on July 22 and July 23, 2020, respectively



 


Jason
Hamlin v. YayYo, Inc., Ramy El-Batrawi, et al., 20-cv-8235 (SVW) and William Koch v. YayYo, Inc., Ramy El-Batrawi, et al, 20-cv-8591
(SVW) (now consolidated in “In re YayYo Securities Litigation”)


 


		●	Securities
                                            class action



		●	Filed
                                            in the United States District Court for the Central District of California on September 9
                                            and September 18, 2020, respectively



 


Konop
v. El-Batrawi, 1:20-cv-1379- MN


 


		●	Securities
                                            class action



		●	filed
                                            in Delaware District Court on October 12, 2020, transferred to the U.S. District Court for
                                            the Central District of California as a related case to “In re YayYo Securities Litigation”



 


Uptick
Media v. YayYo, Inc.


 


		●	Contract
                                            dispute



		●	AAA
                                            Arbitration pending in New York



 




    	3.12



    	 



    

 


DISCLOSURE
SCHEDULE (3.13)


 


INTELLECTUAL
PROPERTY


 


UNITED
STATES TRADEMARKS:


 


Registrations:


 


	 OWNER	REGISTRATION
    NUMBER	 TRADEMARK	REGISTRATION
    DATE
	YayYo,
    LLC (n/k/a EVmo, Inc.)	5,341,815	

    The
    mark consists of standard characters without claim to any particular font style, size or color.
	November,
    21, 2017
	YayYo,
    LLC (n/k/a EVmo, Inc.)	5,341,817	 

     

    The
    mark consists of a stylized design enclosed in a circle and consisting of a series of lines, semi-circles and geometric figures representing
    an automobile appearing above the letters “YAYYO”.
	November,
    21, 2017
	YayYo,
    LLC (n/k/a EVmo, Inc.)	5,341,816	 

                                                                                                                         

    The
    mark consists of a stylized design consisting of a series of lines, semi-circles and geometric figures representing an automobile.
	November,
    21, 2017


 




    	3.13



    	 



    

 


DISCLOSURE
SCHEDULE (3.15)


 


ENVIRONMENTAL
MATTERS


 


None.


 




    	3.15



    	 



    

 


DISCLOSURE
SCHEDULE (3.16)


 


INSURANCE


 


	Type	Insured	Beneficiary	Amount	Description
    of Terms of Insurance
	Commercial
    General Liability	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	$1,000,000
    each occurrence, $2,000,000 general aggregate

     
	Scottsdale
    Insurance Company Policy# CPS7255099

     

	Automobile
    Liability	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	$1,000,000
    combined single limit	Voyager
    Indemnity Insurance Company Policy# FAL100068
	Automobile
    (Comprehensive & Collison)	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	Deductible
    $500	American
    Mobility Insurance Company

    Policy#
    AMICA4820-20

	Office
    Property Contents	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	EVmo,
    Inc.; Rideshare Car Rentals, LLC; Distinct Cars LLC; EV Vehicles, LLC	$30,000	American
    Mobility Insurance Company

    Policy#
    AMIC5030-21

	Workers
    Compensation	Rideshare
    Car Rentals, LLC	Rideshare
    Car Rentals, LLC	$1,000,000	Technology
    Insurance Company Policy#TWC3879593


 




    	3.16



    	 



    

 


DISCLOSURE
SCHEDULE (3.18)


 


EXISTING
INDEBTEDNESS


 


Three-year
Secured Promissory Notes issued by Distinct Cars, LLC on the dates, in the amounts and to the Persons indicated below.


 


	Date	Name	Face
    Amount	Total
    Amount Owed as of June 30, 2021
	8/9/2017	Bill
    Toman	$20,000
    	$20,398.90
    
	8/11/2017	Stephen
    Mansfield	$25,000
    	$25,498.63
    
	8/15/2017	Joseph
    Finny	$10,000
    	$10,199.45
    
	8/21/2017	Tracy
    R Mannikko	$15,000
    	$15,299.18
    
	8/23/2017	Anthony
    Azavedo	$10,000
    	$10,199.45
    
	8/21/2017	Raymond
    Baumbish	$5,000
    	$5,099.73
    
	8/24/2017	Peter
    Peterson	$5,000
    	$5,099.73
    
	8/24/2017	Tom
    Zamito	$10,000
    	$10,199.45
    
	9/1/2017	Peggy
    Cristobal	$5,000
    	$5,099.73
    
	9/5/2017	Michael
    Durham	$5,000
    	$5,099.73
    
	8/30/2017	Gordon
    Zander	$5,000
    	$5,099.73
    
	9/5/2017	Law
    Doorn	$5,000
    	$5,099.73
    
	9/5/2017	Edward
    Madlena	$5,000
    	$5,099.73
    
	9/7/2017	Bill
    Toman	$10,000
    	$10,199.45
    
	9/11/2017	Vincent
    De Cruz	$5,000
    	$5,099.73
    
	9/15/2017	Max
    Derdichevesky	$10,667
    	$10,879.76
    
	9/19/2017	Alberto
    Ramirez	$5,000
    	$5,099.73
    
	9/19/2017	Patrick
    Krey	$5,000
    	$5,099.73
    
	9/20/2017	Irmgrad
    Wicox	$7,000
    	$7,139.62
    
	9/22/2017	Glen
    Spencer	$10,000
    	$10,199.45
    
	9/22/2017	Bill
    Toman	$10,000
    	$10,199.45
    
	9/25/2017	Patrick
    Krey	$25,000
    	$25,498.63
    
	10/3/2017	Mark
    Ward	$5,000
    	$5,099.73
    
	10/26/2017	Pacific
    Northwest Crossroads, LLC	$5,000
    	$5,099.73
    
	12/11/2017	Alberto
    Ramirez	$5,000
    	$5,099.73
    
	1/4/2018	Mackenzie
    Capital Group	$10,000
    	$10,199.45
    
	1/5/2018	Phillip
    Esser	$5,000
    	$5,099.73
    
	2/1/2018	Edward
    Madlena	$5,000
    	$5,099.73
    
	3/20/2018	David
    Wagner	$8,000
    	$8,159.56
    
	3/21/2018	Glen
    Spencer	$6,000
    	$6,119.67
    
	3/16/2018	Robert
    Goldstein	$5,000
    	$5,099.73
    
	4/1/2018	Brian
    Feser MCGI	$5,000
    	$5,099.73
    
	4/1/2018	Bill
    Toman	$20,000
    	$20,398.90
    
	4/18/2018	Vincent
    Perillo	$5,000
    	$5,081.10
    
	5/18/2018	Clint
    Senior	$8,000
    	$8,068.38
    
	 	Totals	$304,667.00	$310,633.84
    


 




    	3.18



    	 



    

 


DISCLOSURE
SCHEDULE (3.26)


 


CONTROLLED
ACCOUNTS


 


	Bank	Account
    Holder	Account
    Number	Type
    of Account
	Bank
    of America, N.A.

    9454
    Wilshire Blvd. Beverly Hills, CA 902101
	Distinct
    Cars LLC	325094047686	Business
    Checking
	Bank
    of America, N.A

    9454
    Wilshire Blvd. Beverly Hills, CA 902102
	Rideshare
    Car Rentals, LLC	325146623741	Business
    Checking
	Bank
    of America, N.A.

    9454
    Wilshire Blvd. Beverly Hills, CA 902103
	EVmo,
    Inc. (f/k/a YAYYO, Inc.)	325069593408	Business
    Checking
	Bank
    of America, N.A.

    9454
    Wilshire Blvd. Beverly Hills, CA 902104
	EVmo,
    Inc.	325110352954	Business
    Checking


 





 






1
The account will be closed within 60 days of the Closing Date.


2
The account will be closed within 60 days of the Closing Date.


3
The account will be closed within 60 days of the Closing Date.


4
The account will be closed within 60 days of the Closing Date.

 




    	3.26



    	 



    

 


DISCLOSURE
SCHEDULE (3.32)


 


GOVERNMENT
CONTRACTS


 


None.


 




    	3.32



    	 



    

 


DISCLOSURE
SCHEDULE (3.34)


 


BONDING;
LICENSING


 


None.


 




    	3.34



    	 



    

 


DISCLOSURE
SCHEDULE (3.35)


 


AFFILIATE
TRANSACTION


 


None.


 




    	3.35



    	 



    

 


DISCLOSURE
SCHEDULE (5.21)


 


EMPLOYEE
COMPENSATION


 


None.


 




    	5.21



    	 



    

 


DISCLOSURE
SCHEDULE (6.1)


 


ACTIONS
TO PERFECT LIENS


 


		1.	Filing
                                            of UCC-1 financing statements with respect to each of the Credit Parties with the Secretary
                                            of State of the State of Delaware.



 


		2.	Filing
                                            of the Trademark Security Agreement with the U.S. Patent and Trademark Office with respect
                                            to Trademark Registrations described in Disclosure Schedule 3.13 above.



 


		3.	Entry
                                            into a Control Agreement on a post-closing basis in accordance with Section 3.26(b).



 




    	6.1



    	 



    
















 


EXHIBIT
A


 


FORM
OF PERFECTION CERTIFICATE


 


See
attached.


 




    	 



     


    

 


EXHIBIT
B


 


FORM
OF TERM NOTE


 


	$[TERM
    LOAN AMOUNT]	[DATE]


 


1.
FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby acknowledged, EVmo, Inc.,
a Delaware corporation (“Borrower”), hereby promises to pay to [NAME OF LENDER], a [jurisdiction of organization]
[type of organization] (“Lender”), up to [TERM LOAN AMOUNT IN WORDS] DOLLARS ($[TERM LOAN AMOUNT]), or, if less, the
outstanding principal amount of the Term Loans made by Lender to Borrower pursuant to the Agreement (as defined below) and evidenced
by this Term Note, together with interest on the unpaid balance of such amount from the date of this Term Note. This Term Note is one
of the Term Notes issued under the Term Loan, Guarantee and Security Agreement dated as of June [_], 2021 (as amended, restated, supplemented
or otherwise modified from time to time, the “Agreement”) by and among Borrower, the other Credit Parties signatory
thereto, Lender, the other lenders from time to time party thereto and EICF AGENT LLC, a Delaware limited liability company, as agent
for the lenders (the “Agent”), to which a reference is made for a statement of all of the terms and conditions of
the Term Loan evidenced hereby. Capitalized terms not defined in this Term Note shall have the respective meanings assigned to them in
the Agreement. This Term Note is secured by the Collateral to the extent provided pursuant to the Loan Documents, and is entitled to
the benefit of the rights and security provided thereby.


 


2.
Interest on the outstanding principal balance under this Term Note is payable in the amounts set forth in the Agreement, including, if
applicable, the Default Rate (in each case calculated in the manner specified in the Agreement), in immediately available Dollars at
the time and in the manner specified in the Agreement. The outstanding principal and interest under this Term Note shall be immediately
due and payable on the Maturity Date, and prior to the Maturity Date, such outstanding principal and accrued interest shall be due and
payable in accordance with the Agreement.


 


3.
This Term Note may be voluntarily prepaid on the terms and conditions set forth in the Agreement.


 


4.
Payments received by Lender shall be applied against principal and interest as provided for in the Agreement. Except as otherwise provided
for in this Term Note or the Agreement and to the fullest extent permitted by applicable law, Borrower waives: (a) presentment, demand
and protest, and notice of presentment, dishonor, intent to accelerate, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all of the Obligations, the Loan Documents or this Term Note; (b) all rights to notice and
a hearing prior to Agent’s or Lender’s taking possession or control of, or to Agent’s or Lender’s replevy, attachment
or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing Agent or Lender to exercise
any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws.


 




    	B-1



     


    

 


5.
Borrower acknowledges that this Term Note is executed as part of a commercial transaction and that the proceeds of this Term Note will
not be used for any personal or consumer purpose.


 


6.
Borrower agrees to pay to Lender all Fees and expenses described in the Agreement.


 


7.
Upon the occurrence and continuance of any one or more of the Events of Default specified in the Agreement, all amounts then remaining
unpaid on this Term Note shall become, or may be declared to be, immediately due and payable, all as provided in the Agreement.


 


8.
BORROWER ACKNOWLEDGES THAT SUCH BORROWER HAS WAIVED THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ON THIS TERM NOTE. THIS TERM
NOTE IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


[Remainder
of Page Intentionally Left Blank]


 




    	B-2



     


    

 


IN
WITNESS WHEREOF, intending to be legally bound, Borrower has caused this Term Note to be executed as of the date first written above.


 


	 	BORROWER:
	 	 
	 	EVMO,
    Inc.
	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


EXHIBIT
C


 


FORM
OF SECRETARIAL CERTIFICATE


 


See
attached.


 




    	C-1



     


    

 


EXHIBIT
D


 


FORM
OF POWER OF ATTORNEY


 


This
POWER OF ATTORNEY, dated as of [DATE], is executed and delivered by [NAME OF CREDIT PARTY] (“Credit Party”), to EICF
AGENT LLC, a Delaware limited liability company, as Agent for the Lenders (hereinafter referred to as “Agent”) under
that certain Term Loan, Guarantee and Security Agreement dated June [_], 2021 (as the same may be amended, restated or supplemented from
time to time, the “Agreement”; capitalized terms are used herein as defined in the Agreement) by and among the Credit
Party, the other Credit Parties signatory thereto, the lenders from time to time party thereto and Agent. No person to whom this Power
of Attorney is presented, as authority for Agent to take any action or actions contemplated hereby, shall inquire into or seek confirmation
from Credit Party as to the authority of Agent to take any action described below, or as to the existence of or fulfillment of any condition
to this Power of Attorney, which is intended to grant to Agent unconditionally the authority to take and perform the actions contemplated
herein, and Credit Party irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity
which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The Power of Attorney granted hereby
is coupled with an interest, and may not be revoked or canceled by Credit Party without Agent’s written consent upon payment in
full of all Obligations due to Agent under the Loan Documents.


 


Credit
Party hereby irrevocably constitutes and appoints Agent (and all officers, employees or agents designated by Agent), with full power
of substitution, as Credit Party’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and
stead of Credit Party and in the name of Credit Party or in its own name, from time to time in Agent’s discretion, to take any
and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish
the purposes of the Loan Documents and, without limiting the generality of the foregoing, Credit Party hereby grants to Agent the power
and right, on behalf of Credit Party, without notice to or assent by Credit Party, and at any time that an Event of Default has occurred
and is continuing, to do the following: (a) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, and notices in connection with any of the Collateral; (b) effect any repairs
to any Collateral, or continue or obtain any insurance with respect to any Collateral and pay all or any part of the premiums therefor
and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions
with respect to such policies; (c) pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or
threatened against any Collateral; (d) defend any suit, action or proceeding brought against Credit Party with respect to any Collateral
if Credit Party does not defend such suit, action or proceeding or if Agent believes that Credit Party is not pursuing such defense in
a manner that will maximize the recovery to Agent, and settle, compromise or adjust any suit, action, or proceeding described above and,
in connection therewith, give such discharges or releases as Agent may deem appropriate; and (e) sell, transfer, pledge, compromise payment
or make any other agreement with respect to, or otherwise deal with any Collateral, and execute, in connection with such sale or action,
any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and to do, at Agent’s option
and Credit Party’s expense, at any time or from time to time, all acts and other things that Agent reasonably deems necessary to
perfect, preserve, or realize upon any Collateral and Agent’s Liens thereon, all as fully and effectively as Credit Party might
do. Agent agrees that it shall not exercise any power or authority granted under this Power of Attorney unless an Event of Default has
occurred and is continuing.


 


Credit
Party hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.


 


[Remainder
of Page Intentionally Left Blank]


 




    	D-1



     


    

 


IN
WITNESS WHEREOF, this Power of Attorney has been executed by Credit Party as of the date first referenced above.


 


	 	[NAME
    OF CREDIT PARTY]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


EXHIBIT
E


 


FORM
OF COMPLIANCE CERTIFICATE


 


See
attached.


 




    	E-1



     


    

 


EXHIBIT
F


 


FORM
OF CLOSING CERTIFICATE


 


June
[_], 2021


 


I,
the undersigned, a Responsible Officer of EVMO, INC., a Delaware corporation (“Borrower”, together with each other
Credit Party to the Loan Agreement, each, a “Credit Party” and collectively with the other Credit Parties to the Loan
Agreement, the “Credit Parties”) (in such official capacity and not in my individual capacity), DO HEREBY CERTIFY
on behalf of the Credit Parties, as of the date of this Closing Certificate, that:


 


1.
This Closing Certificate is furnished pursuant to Section 2.1(a) of that certain Term Loan, Guarantee and Security Agreement dated
as of June [_], 2021 (as in effect from time to time, the “Loan Agreement”; the capitalized terms defined therein
being used herein as therein defined) by and among the Credit Parties, the Lenders from time to time party thereto and EICF AGENT LLC,
a Delaware limited liability company, as agent (in such capacity, “Agent”).


 


2.
I am a Responsible Officer of the Credit Parties and as such have full and complete knowledge of the business and affairs of the Credit
Parties and the matters herein set forth.


 


3.
Each Credit Party is in compliance in all respects with all the terms and provisions set forth in the Loan Agreement and in each other
Loan Document on its part to be observed or performed, and, at the time of and immediately after giving effect to the Loan and the application
of the proceeds thereof, no Default has occurred and is continuing.


 


4.
Each of the representations and warranties made by any Credit Party set forth in the Loan Agreement or in any other Loan Document is
true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier date,
in which case they are true and correct as of such earlier date (except in each case (whether the date hereof or such earlier date) to
the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier,
in which case it is true and correct in all respects).


 


I
make the above certifications in my capacity as a Responsible Officer of each Credit Party and not personally and it is not intended
to attract or attach personal liability to me.


 


[Signature
Page Follows]


 




    	F-1



     


    

 


IN
WITNESS WHEREOF, this Closing Certificate has been duly executed as of the date first written above.


 


	 	BORROWER:
	 	 
	 	EVMO,
    INC.
	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


EXHIBIT
G


 


FORM
OF SOLVENCY CERTIFICATE


 


June
[_], 2021


 


I,
the undersigned, the [Chief Financial Officer / Treasurer] of EVMO, INC., a Delaware corporation (“Borrower” and,
together with each other Credit Party to the Loan Agreement, each, a “Credit Party” and collectively, the “Credit
Parties”) (in such capacity and not in my individual capacity), DO HEREBY CERTIFY on behalf of the Credit Parties, as
of the date of this Solvency Certificate, that:


 


1.
This Solvency Certificate is furnished pursuant to Sections 2.1(a) and 3.17 of that certain Term Loan, Guarantee and Security
Agreement, (as in effect from time to time, the “Loan Agreement”; the capitalized terms defined therein being used
herein as therein defined) dated as of June [_], 2021 among Borrower, the other Credit Parties party thereto, the Lenders from time to
time party thereto and EICF AGENT LLC, a Delaware limited liability company, as agent (in such capacity, “Agent”).


 


2.
Both before and after giving effect to (a) the Closing Date Term Loans, the issuance of the Guarantees of the Obligations and the pledge
of assets as security therefor by all of the Grantors, (b) the disbursement of the proceeds of the Closing Date Term Loans pursuant to
the instructions of Borrower, and (c) the payment and accrual of all transaction costs in connection with the foregoing, Borrower and
its Subsidiaries taken as a whole are Solvent.


 


[Signature
Page Follows]


 




    	G-1



     


    

 


IN
WITNESS WHEREOF, this Solvency Certificate has been duly executed as of the date first written above.


 


	 	BORROWER:
	 	 
	 	EVMO,
    INC.
	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


EXHIBIT
H


 


FORM
OF JOINDER AGREEMENT


 


[DATE]


 


THIS
JOINDER AGREEMENT (this “Joinder”), dated as of [DATE], is executed by [NAME OF ADDITIONAL GUARANTOR], a [jurisdiction
of organization] [type of organization] (“Additional Guarantor”) in favor of Agent for the benefit of the Lenders
described below.


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Term Loan, Guarantee and Security Agreement dated as of June [_], 2021 (as amended, restated, supplemented or
otherwise modified from time to time, the “Loan Agreement”) by and among EVMO, INC., a Delaware corporation (“Borrower”),
the other Credit Parties signatory thereto (together with Borrower, each a “Credit Party” and collectively, the “Credit
Parties”), the lenders from time to time party thereto (“Lenders”) and EICF AGENT LLC, a Delaware limited
liability company, as agent (“Agent”), the Lenders have, subject to certain terms and conditions, agreed to make the
loans and other extensions of credit on behalf of Borrower;


 


WHEREAS,
Additional Guarantor is a Subsidiary of [Name of Credit Party] incorporated, organized or otherwise formed under the laws of [jurisdiction
of Additional Guarantor], and as such derives benefits from the loans and other extensions of credit by the Lenders to Borrower; and


 


WHEREAS,
Additional Guarantor desires to join the Loan Agreement and each of the other Loan Documents to which the Credit Parties entered into
prior to this date as a Credit Party, Guarantor, Grantor and Pledgor, as applicable, thereunder, and to be bound thereby;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained and in the other Loan Documents, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINED TERMS. All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement.


 


2.
JOINDER; GRANT OF SECURITY INTEREST; GUARANTEE.


 


(a)
Joinder. Additional Guarantor hereby joins the Loan Agreement and each of the other Loan Documents to which the Credit Parties
are a party, as a Credit Party, Guarantor, Grantor and Pledgor, as applicable, thereunder and agrees to be bound by all of the terms
thereof, and shall be as fully a party thereto as if Additional Guarantor were an original signatory thereto. Additional Guarantor hereby
assumes all of the obligations of a Credit Party, Guarantor, Grantor and Pledgor, as applicable, under the Loan Documents to which it
is hereby joining, and agrees to be bound by all of the terms, provisions and conditions contained in such Loan Documents applicable
to a Credit Party, Guarantor, Grantor and Pledgor, as applicable. Each reference to a “Guarantor”, “Credit Party”,
“Grantor” or “Pledgor” in the Loan Agreement or any other Loan Document heretofore, now or hereafter executed,
shall be deemed to include Additional Guarantor.


 




    	H-1



     


    

 


(b)
Grant of Security Interest. Without limiting the generality of Section 2(a) of this Joinder, Additional Guarantor hereby
acknowledges, agrees and confirms the grant by Additional Guarantor as of the date of this Joinder of a continuing security interest,
pledge and assignment to Agent of all of its right, title, and interest in all currently existing and hereafter acquired or arising Collateral
in order to secure prompt repayment of any and all of the Obligations pursuant to Section 6 of the Loan Agreement. In furtherance
of the foregoing, Additional Guarantor agrees to execute and/or deliver to Agent such Loan Documents, Collateral Documents and other
documents, UCC financing statements, officer’s certificates as to the organization and incumbency and any other documents, instruments,
certificates or agreements as Agent may request to give effect to this joinder of Additional Guarantor as a Credit Party.


 


3.
REPRESENTATIONS AND WARRANTIES. Additional Guarantor hereby represents and warrants to Agent that (a) this Joinder has been duly
authorized, executed and delivered by Additional Guarantor, (b) after giving effect to this Joinder, no Default or Event of Default has
occurred and is continuing as of the date hereof, and (c) all of the representations and warranties applicable to Additional Guarantor
in the Loan Documents are true and correct in all material respects on and as of the date of this Joinder and after giving effect to
this Joinder.


 


4.
LOAN DOCUMENTS. This Joinder shall be deemed a Loan Document for all purposes under the Loan Agreement. Additional Guarantor hereby
confirms that it has received a copy as executed of the Loan Agreement, and all annexes, exhibits and schedules thereto.


 


5.
SCHEDULES. The undersigned has attached hereto as Exhibit A, [supplemental schedules which supplement the][amended and restated]
Schedules to the Loan Agreement in respect of [Additional Guarantor][the Credit Parties (including Additional Guarantor)], and the undersigned
hereby certifies, as of the date hereof, that such Schedules have been prepared by the undersigned in substantially the form of the equivalent
Schedules to the Loan Agreement, and such Schedules include all of the information required to be scheduled to the Loan Agreement in
respect of Additional Guarantor and do not omit to state any material information with respect thereto.


 


6.
SEVERABILITY. Any provision of this Joinder which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, Additional Guarantor
hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect; provided that Additional
Guarantor does not waive the provisions of any applicable Debtor Relief Law.


 


7.
GOVERNING LAW. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATION LAWS OF NEW YORK.


 


8.
CONDITIONS TO EFFECTIVENESS OF JOINDER. This Joinder shall not become effective unless and until (i) one or more counterparts of the
same have been duly executed by Additional Guarantor and delivered to Agent, (ii) all of the conditions set forth in Section 1.12
of the Loan Agreement have been satisfied and (iii) Borrower and the other Credit Parties shall have executed the attached Confirmation
and delivered the same to the Agent.


 


[Remainder
of Page Intentionally Left Blank]


 




    	H-2



     


    

 


IN
WITNESS WHEREOF, Additional Guarantor has caused this Joinder Agreement to be duly executed and delivered as of the day and year
first above written.


 


[ADDITIONAL
GUARANTOR]


 


By:
 ______________________________


Name:


Title:


 


SIGNATURE
PAGE


JOINDER
AGREEMENT


 




    	 



     


    

 


CONFIRMATION


 


The
undersigned Credit Parties hereby agree to the terms of the foregoing Joinder Agreement and agree and confirm that its obligations under
each Loan Document to which it is a party will continue in full force and effect after giving effect to such Joinder Agreement, and nothing
in such Joinder Agreement shall be deemed to constitute a novation or an accord and satisfaction of any of the Obligations or to modify,
affect or impair the perfection or continuity of Agent’s security interests in, security titles to or other Liens on any Collateral.


 


		BORROWER:	EVMO,
                                            Inc.



 


By:
_____________________________


Name:


Title:


 


		GUARANTORS:	DISTINCT
                                            CARS LLC



 


By:
_____________________________


Name:


Title:


 


EV
VEHICLES, LLC


 


By:
_____________________________


Name:


Title:


 


RIDESHARE
CAR RENTALS, LLC


 


By:
_____________________________


Name:


Title:


 


SIGNATURE
PAGE


JOINDER
AGREEMENT


 




    	 



     


    

 


EXHIBIT
A


 


SUPPLEMENTAL
SCHEDULES


 


See
attached.


 




    	 



     


    

 


EXHIBIT
I


 


FORM
OF PERFECTION CERTIFICATE SUPPLEMENT


 


See
attached.


 




    	I-1



     


    

 


EXHIBIT
J


 


FORM
OF ASSIGNMENT AGREEMENT


 


This
Assignment and Assumption (this “Assignment”) is dated as of the Effective Date set forth below and is entered into
by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below
(the “Assignee”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms
in the Loan Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as
if set forth herein in full.


 


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


 


	Assignor(s):	 	___________
	Assignee(s):	 	___________
	Borrowers:	 	EVMO,
    INC., a Delaware corporation (the “Borrower”)
	Agent:	 	EICF
    AGENT LLC, as the Agent (in such capacity and together with its successors and permitted assigns, the “Agent”)
	Loan
    Agreement:	 	Term
    Loan, Guarantee and Security Agreement, dated as of June [_], 2021, among Borrower, the other Credit Parties from time to time party
    thereto, the Lenders from time to time party thereto and the Agent (as amended, restated or supplemented from time to time, the “Loan
    Agreement”; capitalized terms used herein without definition are used as defined in the Loan Agreement)
	[Trade
    Date:	 	_________,
    ____]
	Effective
    Date:	 	_________,
    ____


 


	Assignor(s)

     
	Assignee(s)

     
	Facility
                                            Assigned

     
	Aggregate
    Amount of Term Loan Commitment/ Delayed Draw Term Loan Commitments /Loans for all Lenders	Aggregate
    amount of Term Loan Commitments/ Delayed Draw Term Loan Commitments /Loans Assigned	Percentage
                                            Assigned

     

	 	 	 	$_________	$_________	__.____%
	 	 	 	$_________	$_________	__.____%
	 	 	 	$_________	$_________	__.____%


 


[Remainder
of Page Intentionally Left Blank]


 




    	J-1



     


    

 


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


 


ASSIGNOR


[NAME
OF ASSIGNOR]


 


By:
_____________________________


Name:
_____________________________


Title:
_____________________________


 


ASSIGNEE


[NAME
OF ASSIGNEE]


 


By:
_____________________________


Name:
_____________________________


Title:
_____________________________


 


[Address
for Notices:


_____________________________


_____________________________]


 


Accepted
and Consented to:


EICF
AGENT LLC, as Agent


 


By:
_____________________________


Name:
_____________________________ 


Title:
_____________________________ 


 


SIGNATURE
PAGE


ASSIGNMENT
AND ASSUMPTION


 




    	 



     


    

 


ANNEX
1


STANDARD
TERMS AND CONDITIONS FOR


ASSIGNMENT
AND ASSUMPTION


 


Section
1.Representations, Warranties and Covenants of Assignors. Each Assignor (a) represents and warrants to Assignee and Agent
that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest
is free and clear of any Lien and other adverse claims, (iii) it is not a Non-Funding Lender, and (iv) by executing, signing and delivering
this assignment, the Person signing, executing and delivering this Assignment on behalf of such Assignor is an authorized signatory for
such Assignor and is authorized to execute, sign and deliver this Agreement, (b) makes no other representation or warranty and assumes
no responsibility, including with respect to the aggregate amount of the Loans, Term Loan Commitments and Delayed Draw Term Loan Commitments,
the percentage of the Loans, Term Loan Commitments and Delayed Draw Term Loan Commitments represented by the amounts assigned, any statements,
representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant
thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided
in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation
or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of
any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing
at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests
that the Agent exchange such Notes for new Notes.


 


Section
2.Representations, Warranties and Covenants of Assignees. Each Assignee (a) represents and warrants to Assignor and Agent
that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and
to consummate the transactions contemplated hereby, (ii) it meets all the requirements to be an assignee under Section 8(a) of
the Loan Agreement, (iii) it is not a direct competitor of any Credit Party or an Affiliate of such direct competitor and (iv) it is
sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and
either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of
such type, (v) by executing, signing and delivering this Assignment, the Person signing, executing and delivering this Assignment on
behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b)
appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are
delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance
with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms
it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently
and without reliance upon the Agent, any Lender or any other Indemnified Person and based on such documents and information as it shall
deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential
information concerning the Credit Parties and their Affiliates and their capital stock and agrees to use such information in accordance
with the applicable confidentiality and use provisions of the Loan Agreement, (f) specifies as its applicable lending offices (and addresses
for notices) the offices at the addresses set forth on the signature page to this Assignment, (g) shall pay to Agent an assignment fee
in the amount of $3,500 in accordance with Section 8(a) of the Loan Agreement and (h) to the extent required pursuant to Section
8(b) of the Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8BEN-E, W-8IMY, W-9 or such other form prescribed
by the IRS and, if applicable, a portfolio interest exemption certificate.


 






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Section
3.Distribution of Payments. On and after the Effective Date, Agent shall make all payments under the Loan Documents in
respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise,
to Assignee.


 


Section
4.Miscellaneous. (a) The parties hereto, to the extent permitted by law, waive all right to trial by jury in any action,
suit, or proceeding arising out of, in connection with or relating to, this Assignment and any other transaction contemplated hereby.
This waiver applies to any action, suit or proceeding whether sounding in tort, contract or otherwise.


 


(b)       On
and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignor, Assignee, Agent and their
Related Persons and their successors and assigns.


 


(c)       This
Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York.


 


(d)       This
Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(e)       Delivery
of an executed signature page of this Assignment by facsimile transmission or electronic transmission shall be as effective as delivery
of a manually executed counterpart of this Assignment.


 


[Remainder
of Page Intentionally Left Blank]


 




    	J-4



     


    

 


Exhibit
K


 


Form
of delayed draw borrowing request


 


Date:
___________ ____, 20___


 


EICF
Agent LLC, as Agent


600
3rd Avenue, Floor 38


New
York, NY 10016


 


Ladies
and Gentlemen:


 


Reference
is made to the Term Loan, Guarantee and Security Agreement dated as of June [_], 2021 (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”) by and among EVMO, INC., a Delaware corporation (“Borrower”),
the other Credit Parties from time to time party thereto, the Lenders from time to time party thereto and EICF AGENT LLC, a Delaware
limited liability company, as Agent (the “Agent”). Capitalized terms used but not defined herein shall have the meanings
given such terms in the Loan Agreement. Pursuant to Section 1.1(b) of the Loan Agreement, Borrower gives notice that it hereby
requests a Delayed Draw Term Loan under the Loan Agreement, and in that connection sets forth below the information relating to such
Delayed Draw Term Loan (the “Proposed Advance”) as required by Section 1.1(b) of the Loan Agreement:


 


		(i)	The
                                            Proposed Advance is a Delayed Draw Term Loan in the aggregate amount of $___________________
                                            with a requested funding date of ______________, 20____.



 


		(ii)	Borrower
                                            hereby certifies that, both immediately before and immediately after giving effect to the
                                            making of the Proposed Advance:



 


		(a)	the
                                            representations and warranties contained in the Loan Agreement and in each other Loan Document,
                                            certificate or other writing delivered to the Agent pursuant thereto are true and correct
                                            in all material respects as of the date hereof, except to the extent such representations
                                            and warranties expressly relate to an earlier date, in which case they are true and correct
                                            in all material respects as of such earlier date (except in each case (whether the date hereof
                                            or such earlier date) to the extent that such representation or warranty is qualified by
                                            “Material Adverse Effect” or any other materiality qualifier, in which case it
                                            is true and correct in all respects);



 


		(b)	no
                                            Default or Event of Default has occurred and is continuing as of the date hereof or would
                                            result from such Proposed Advance or from the application of proceeds thereof;



 


		(c)	the
                                            aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would
                                            not exceed the aggregate Delayed Draw Term Loan Commitments;



 






    	K-1



     


    

 


		(d)	the
                                            Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed
                                            such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitments; and



 


		(e)	as
                                            evidenced by the calculations set forth on Schedule I hereto, the Credit Parties are in compliance
                                            on a pro forma basis with the financial covenants set forth under Section 4.2 of the
                                            Loan Agreement (based on the financial covenant levels for the testing period then most recently
                                            ended or, in the case of any Proposed Advance to be made prior to first date on which the
                                            financial covenants are tested under Section 4.2 of the Loan Agreement, for the period
                                            ending on such first date).



 


The
proceeds of the Proposed Advance should be transmitted to Borrower in accordance with the following wire transfer instructions:


 


	 	Bank
    Name	 	 	 
	 	City,
    State & ZIP	 	 	 
	 	ABA
    Routing No.	 	 	 
	 	Account
    Name:	 	 	 
	 	Account
    No:	 	 	 
	 	Amount:	 	 	 
	 	Reference:	 	 	 


 


[Remainder
of Page Intentionally Left Blank]


 




    	K-2



     


    

 


Very
truly yours,


 


EVMO,
INC., as Borrower


 


By:__________________________________


Name:


Title:





 


SIGNATURE PAGE


DELAYED DRAW BORROWING REQUEST 


 




    	 



     


    

 


SCHEDULE
I


TO


DELAYED
DRAW BORROWING request


 


Financial
Covenants


 


See
attached.


 




    	K-4



     


    

 


EXHIBIT
L


 


FORM
OF LIQUIDITY CERTIFICATE


 


See
attached.


 




    	L-1



     


    

 


EXHIBIT
M


 


FORM
OF MONTHLY OPERATIONAL REPORT


 


See
attached.


 






    	M-1