EX-10.1






EXHIBIT 10.1




Committed Line of Credit Note


(Daily LIBOR)



$8,000,000 February 28, 2012



FOR VALUE RECEIVED, RAND WORLDWIDE, INC. and RAND A TECHNOLOGY CORPORATION (collectively, the
“Borrower”), with an address at 11201 Dolfield Boulevard, Suites 112-115, Owings Mills, Maryland
21117, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money
of the United States of America in immediately available funds at its offices located at 2 Hopkins
Plaza, Baltimore, Maryland 21201, or at such other location as the Bank may designate from time to
time, the principal sum of EIGHT MILLION AND NO/100 DOLLARS ($8,000,000) (the “Facility”) or such
lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with
interest accruing on the outstanding principal balance from the date hereof, all as provided below.



1. Advances. The Borrower may borrow, repay and reborrow hereunder until the Revolving
Credit Termination Date (as defined in the Financing Agreement (as defined herein)). In no event
shall the aggregate unpaid principal amount of advances under this Note exceed the face amount of
this Note.



2. Rate of Interest. Amounts outstanding under this Note will bear interest at a rate per
annum which is at all times equal to (A) the Daily LIBOR Rate plus (B) two hundred (200)
basis points (2.00%). Interest hereunder will be calculated based on the actual number of days
that principal is outstanding over a year of 360 days. In no event will the rate of interest
hereunder exceed the maximum rate allowed by law.



If the Bank determines (which determination shall be final and conclusive) that, by reason of
circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable
amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate
means do not exist for ascertaining the Daily LIBOR Rate, then the Bank shall give notice thereof
to the Borrower. Thereafter, until the Bank notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, the interest rate for all amounts outstanding under this
Note shall be equal to the Base Rate (the “Alternate Rate”).



In addition, if, after the date of this Note, the Bank shall determine (which determination shall
be final and conclusive) that any enactment, promulgation or adoption of or any change in any
applicable law, rule or regulation, or any change in the interpretation or administration thereof
by a governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank with any guideline, request or directive (whether
or not having the force of law) of any such authority, central bank or comparable agency shall make
it unlawful or impossible for the Bank to make or maintain or fund loans based on the Daily LIBOR
Rate, the Bank shall notify the Borrower. Upon receipt of such notice, until the Bank notifies the
Borrower that the circumstances giving rise to such determination no longer apply, the interest
rate on all amounts outstanding under this Note shall be the Alternate Rate.



For purposes hereof, the following terms shall have the following meanings:




“Base Rate” shall mean the higher of (A) the Prime Rate, and (B) the sum of the Federal
Funds Open Rate plus fifty (50) basis points (0.50%). If and when the Base Rate (or
any component thereof) changes, the rate of interest with respect to any amounts hereunder
to which the Base Rate applies will change automatically without notice to the Borrower,
effective on the date of any such change.




“Business Day” shall mean any day other than a Saturday or Sunday or a legal
holiday on which commercial banks are authorized or required by law to be closed for
business in Baltimore, Maryland.




“Daily LIBOR Rate” shall mean, for any day, the rate per annum determined by the Bank by
dividing (A) the Published Rate by (B) a number equal to 1.00 minus the percentage
prescribed by the Federal Reserve for determining the maximum reserve requirements with
respect to any eurocurrency fundings by banks on such day. The rate of interest will be
adjusted automatically as of each Business Day based on changes in the Daily LIBOR Rate
without notice to the Borrower.




“Federal Funds Open Rate” shall mean, for any day, the rate per annum (based on a year of
360 days and actual days elapsed) which is the daily federal funds open rate as quoted by
ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for
that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that
displays such rate), or as set forth on such other recognized electronic source used for the
purpose of displaying such rate as selected by the Bank (an “Alternate Source”) (or if such
rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or
on any Alternate Source, or if there shall at any time, for any reason, no longer exist a
Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable
replacement rate determined by the Bank at such time (which determination shall be
conclusive absent manifest error); provided however, that if such day is not a Business Day,
the Federal Funds Open Rate for such day shall be the “open” rate on the immediately
preceding Business Day. The rate of interest charged shall be adjusted as of each Business
Day based on changes in the Federal Funds Open Rate without notice to the Borrower.




“Prime Rate” shall mean the rate publicly announced by the Bank from time to time as its
prime rate. The Prime Rate is determined from time to time by the Bank as a means of
pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of
interest or index, and does not necessarily reflect the lowest rate of interest actually
charged by the Bank to any particular class or category of customers.




“Published Rate” shall mean the rate of interest published each Business Day in the Wall
Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for
a one month period (or, if no such rate is published therein for any reason, then the
Published Rate shall be the eurodollar rate for a one month period as published in another
publication selected by the Bank).



3. Advance Procedures. A request for advance made by telephone must be promptly confirmed
in writing by such method as the Bank may require. The Borrower authorizes the Bank to accept
telephonic requests for advances, and the Bank shall be entitled to rely upon the authority of any
person providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless
from and against any and all damages, losses, liabilities, costs and expenses (including reasonable
attorneys’ fees and expenses) which may arise or be created by the acceptance of such telephone
requests or making such advances. The Bank will enter on its books and records, which entry when
made will be presumed correct, the date and amount of each advance, as well as the date and amount
of each payment.



4. Payment Terms. Accrued interest will be due and payable on the first day of each month.
The outstanding principal balance and any accrued but unpaid interest shall be due and payable on
the Revolving Credit Termination Date.



If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the
laws of the State where the Bank’s office indicated above is located, such payment shall be made on
the next succeeding Business Day and such extension of time shall be included in computing interest
in connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower’s
deposit account at the Bank for any payment when due hereunder. Payments received will be applied
to charges, fees and expenses (including attorneys’ fees), accrued interest and principal in any
order the Bank may choose, in its sole discretion.



5. Late Payments; Default Rate. If the Bank has attempted to debit the Borrower’s deposit
account at the Bank and there are not sufficient funds in the deposit account to pay the required
payment amount, the Borrower shall be deemed to have failed to make any payment of principal,
interest or other amount coming due pursuant to the provisions of this Note within fifteen (15)
calendar days of the date due and payable, and in such case the Borrower also shall pay to the Bank
a late charge equal to the greater of five percent (5%) of the amount of such payment or $100.00
(the “Late Charge”). Such fifteen (15) day period shall not be construed in any way to extend the
due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at
the Bank’s option upon the occurrence of any Event of Default (as hereinafter defined) and during
the continuance thereof, amounts outstanding under this Note shall bear interest at a rate per
annum (based on the actual number of days that principal is outstanding over a year of 360 days)
which shall be four (4) percentage points in excess of the interest rate in effect from time to
time under this Note but not more than the maximum rate allowed by law (the “Default Rate”). The
Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both
the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying
the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and
not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under the other Financing
Documents or under applicable law, and any fees and expenses of any agents or attorneys which the
Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of
carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are
reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and
that the actual harm incurred by the Bank cannot be estimated with certainty and without
difficulty.



6. Prepayment. The indebtedness evidenced by this Note may be prepaid in whole or in part
at any time without penalty.



7. Other Financing Documents. This Note is issued in connection with that certain
Financing and Security Agreement dated of even date herewith by and between the Borrower and the
Bank (as amended, restated, modified, substituted, extended, and renewed from time to time, the
“Financing Agreement”) and the other Financing Documents (as that term is defined in the Financing
Agreement), and is secured by the property (if any) described in the Financing Documents and by
such other collateral as previously may have been or may in the future be granted to the Bank to
secure this Note.



8. Events of Default. The occurrence of any of the following events will be deemed to be
an “Event of Default” under this Note, provided that the Bank shall provide written notice thereof
to the Borrower as follows: (i) upon the nonpayment of any principal, interest or other
indebtedness under this Note when due and after the expiration of a five (5) day cure period,
provided that the Bank shall not be required to provide such written notice more than once in any
calendar year (“Monetary Default Cure Period”); or (ii) upon the occurrence of any event of default
or any failure by Obligor to observe or perform any covenant or other agreement, under or contained
in this Note or any Financing Document, and Borrower’s failure to cure such default within a thirty
(30) day cure period (“Non-Monetary Default Cure Period”).



Upon the occurrence of an Event of Default and the expiration of the applicable cure period without
the Borrower remedying such Event of Default: (a) the Bank shall be under no further obligation to
make advances hereunder; (b) if an Event of Default specified in Sections 7.1.5 or 7.1.6 of the
Financing Agreement shall occur, the outstanding principal balance and accrued interest hereunder
together with any additional amounts payable hereunder shall be immediately due and payable; (c) if
any other Event of Default shall occur, the outstanding principal balance and accrued interest
hereunder together with any additional amounts payable hereunder, at the Bank’s option, may be
accelerated and become immediately due and payable; (d) at the Bank’s option, this Note will bear
interest at the Default Rate from the date of the occurrence of the Event of Default; and (e) the
Bank may exercise from time to time any of the rights and remedies available under the Financing
Documents or under applicable law.



9. Power to Confess Judgment. The Borrower hereby empowers any attorney of any
court of record, after the occurrence of any Event of Default that has not been cured within the
applicable notice and cure period hereunder, to appear for the Borrower and, with or without
complaint filed, confess judgment, or a series of judgments, against the Borrower in favor of the
Bank or any holder hereof for the entire principal balance of this Note, all accrued interest and
all other amounts due hereunder, together with costs of suit and reasonable attorneys’ fees, and
for doing so, this Note or a copy verified by affidavit shall be a sufficient warrant. The
Borrower hereby forever waives and releases all errors in said proceedings and all rights of appeal
and all relief from any and all appraisement, stay or exemption laws of any state now in force or
hereafter enacted. Interest on any such judgment shall accrue at the Default Rate.



No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be
deemed to exhaust the power, whether or not any such exercise shall be held by any court to be
invalid, voidable, or void, but the power shall continue undiminished and it may be exercised from
time to time as often as the Bank shall elect until such time as the Bank shall have received
payment in full of the debt, interest and costs. Notwithstanding the attorney’s commission
provided for in the preceding paragraph (which is included in the warrant for purposes of
establishing a sum certain), the amount of attorneys’ fees that the Bank may recover from the
Borrower shall not exceed the actual attorneys’ fees incurred by the Bank.



10. Right of Setoff. In addition to all liens upon and rights of setoff against the
Borrower’s money, securities or other property given to the Bank by law, the Bank shall have, with
respect to the Borrower’s obligations to the Bank under this Note and to the extent permitted by
law, a contractual possessory security interest in and a contractual right of setoff against, and
the Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers,
pledges and transfers to the Bank, all of the Borrower’s right, title and interest in and to, all
of the Borrower’s deposits, moneys, securities and other property now or hereafter in the
possession of or on deposit with, or in transit to, the Bank or any other direct or indirect
subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account
or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise,
excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of
setoff may be exercised without demand upon or notice to the Borrower. Every such right of setoff
shall be deemed to have been exercised immediately upon the occurrence of an Event of Default
hereunder without any action of the Bank, although the Bank may enter such setoff on its books and
records at a later time.



11. Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if
any, who controls, is controlled by or is under common control with the Bank, and each of their
respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold
each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities
and expenses (including all fees and charges of internal or external counsel with whom any
Indemnified Party may consult and all expenses of litigation and preparation therefor) which any
Indemnified Party may incur or which may be asserted against any Indemnified Party by any person,
entity or governmental authority (including any person or entity claiming derivatively on behalf of
the Borrower), in connection with or arising out of or relating to the matters referred to in this
Note or in the other Financing Documents or the use of any advance hereunder, whether (a) arising
from or incurred in connection with any breach of a representation, warranty or covenant by the
Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or
governmental investigation, pending or threatened, whether based on statute, regulation or order,
or tort, or contract or otherwise, before any court or governmental authority; provided,
however, that the foregoing indemnity agreement shall not apply to any claims, damages,
losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or
willful misconduct. The indemnity agreement contained in this Section shall survive the
termination of this Note, payment of any advance hereunder and the assignment of any rights
hereunder. The Borrower may participate at its expense in the defense of any such action or claim.



12. Miscellaneous. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder (“Notices”) must be in writing (except as may be
agreed otherwise above with respect to borrowing requests) and will be effective upon receipt.
Notices may be given in any manner to which the parties may separately agree, including electronic
mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial
courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the
manner in which provided, Notices may be sent to a party’s address as set forth above or to such
other address as any party may give to the other for such purpose in accordance with this
paragraph. No delay or omission on the Bank’s part to exercise any right or power arising
hereunder will impair any such right or power or be considered a waiver of any such right or power,
nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and
remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank
may have under other agreements, at law or in equity. No modification, amendment or waiver of, or
consent to any departure by the Borrower from, any provision of this Note will be effective unless
made in a writing signed by the Bank, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. The Borrower agrees to pay on demand,
to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement of
its rights in this Note and in any security therefor, including without limitation reasonable fees
and expenses of the Bank’s counsel. If any provision of this Note is found to be invalid, illegal
or unenforceable in any respect by a court, all the other provisions of this Note will remain in
full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever
waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives
all defenses based on suretyship or impairment of collateral. If this Note is executed by more
than one Borrower, the obligations of such persons or entities hereunder will be joint and several.
This Note shall bind the Borrower and its heirs, executors, administrators, successors and
assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and
assigns; provided, however, that the Borrower may not assign this Note in whole or
in part without the Bank’s written consent and the Bank at any time may assign this Note in whole
or in part.



This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State
where the Bank’s office indicated above is located. This Note will be interpreted and the
rights and liabilities of the Bank and the Borrower determined in accordance with the laws of the
State where the Bank’s office indicated above is located, excluding its conflict of laws
rules. The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or
federal court in the county or judicial district where the Bank’s office indicated above is
located; provided that nothing contained in this Note will prevent the Bank from bringing any
action, enforcing any award or judgment or exercising any rights against the Borrower individually,
against any security or against any property of the Borrower within any other county, state or
other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue
provided above is the most convenient forum for both the Bank and the Borrower. The Borrower
waives any objection to venue and any objection based on a more convenient forum in any action
instituted under this Note.



13. Authorization to Obtain Credit Reports. By signing below, each Borrower who is an
individual provides written authorization to the Bank or its designee (and any assignee or
potential assignee hereof) to obtain the Borrower’s personal credit profile from one or more
national credit bureaus. Such authorization shall extend to obtaining a credit profile in
considering this Note and subsequently for the purposes of update, renewal or extension of such
credit or additional credit and for reviewing or collecting the resulting account.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK





1






14. WAIVER OF JURY TRIAL. The Borrower irrevocably waives any and all rights the
Borrower may have to a trial by jury in any action, proceeding or claim of any nature relating to
this Note, any documents executed in connection with this Note or any transaction contemplated in
any of such documents. The Borrower acknowledges that the foregoing waiver is knowing and
voluntary.



The Borrower acknowledges that it has read and understood all the provisions of this Note,
including the confession of judgment and waiver of jury trial, and has been advised by counsel as
necessary or appropriate.



WITNESS the due execution hereof as a document under seal, as of the date first written above,
with the intent to be legally bound hereby.



	 	 	 
	WITNESS / ATTEST:

	 	RAND WORLDWIDE, INC.
	/s/ Theresa Whalen

	 	By: /s/ Lawrence Rychlak
	 

	 	 
	Title: Assistant Secretary

	 	Title: President and Chief Financial Officer






WITNESS / ATTEST: RAND A TECHNOLOGY CORPORATION



	 	 	 
	/s/ Theresa Whalen

	 	By: /s/ Lawrence Rychlak
	 

	 	 
	Title: Assistant Secretary

	 	Title: President and Chief Financial Officer






Working Cash®, Line of
Credit,


Investment Sweep Rider


(Single Option)


      



THIS WORKING CASH®, LINE OF CREDIT, INVESTMENT SWEEP RIDER (“Working Cash Sweep Rider”)
is made as of February   , 2012, between Rand Worldwide, Inc., a Delaware
corporation, and RAND A TECHNOLOGY CORPORATION, an Ontario corporation (collectively, “Borrower”)
and PNC Bank, National Association (“Bank”).



This Working Cash Sweep Rider is incorporated into and made part of that certain Committed Line of
Credit Note dated of even date herewith , as amended, restated or renewed from time to time (the
“Note”), and also into certain other Financing Documents (as defined by the Note). Pursuant to the
Financing Documents, Bank has extended a line of credit (the “Line of Credit”) to Borrower, under
which Borrower may borrow, repay and reborrow funds at any time prior to the Revolving Credit
Termination Date (as defined in the Financing Documents). As long as this Working Cash Sweep Rider
has not been terminated, the following (i) outlines the terms under which Bank will make advances
under the Line of Credit and (ii) supersedes any provisions of the Financing Documents to the
extent inconsistent herewith.



NOW, THEREFORE, with the foregoing background deemed incorporated by reference and made a part
hereof, the parties hereto, intending to be legally bound, covenant and agree as follows:



1. TRANSFER INSTRUCTIONS.



During the term of this Working Cash Sweep Rider, the following instructions from Borrower to Bank
shall apply to transfers of assets by the Bank from the Borrower’s checking account (the “DDA”)
listed on the Schedule set forth at the end of this Working Cash Sweep Rider (the “Schedule”) to
the investment option selected by Borrower from time to time (the “Investment”), currently either
investment in a money market mutual fund (“Mutual Fund”) or in PNC Bank Offshore Deposits (as
hereinafter defined). The initial Investment selection is listed on the Schedule and may be
changed with the consent of Borrower and Bank.



At the close of each Business Day, Bank will review the activity in the DDA and will make transfers
as follows:



Transfers to the Investment: If the Final Available Balance (as hereinafter defined) in the DDA
exceeds the DDA’s Target Balance set forth on the Schedule by at least the amount of the Transfer
Difference set forth on the Schedule, Bank will debit the DDA in the amount by which the Final
Available Balance exceeds the Target Balance (“Excess Funds”), and will (a) apply such Excess Funds
to repay amounts outstanding under the Line of Credit and (b) transmit the remainder of such Excess
Funds to the Investment. The minimum amount that will be transferred to the Investment is the
Transfer Difference. If the Final Available Balance in the DDA is plus or minus the Target Balance
by less than the Transfer Difference, there will be no transfer to the Investment.



Any Excess Funds transferred to a Mutual Fund will not be returned to the DDA until needed in the
DDA, and the minimum amount that will be returned from the Mutual Fund to the DDA is the Transfer
Difference. All Excess Funds in PNC Bank Offshore Deposits will be returned to the DDA at the
beginning of the next Business Day.



Transfers from the Investment or the Line of Credit: If the Final Available Balance in the DDA is
less than the DDA’s Target Balance by at least the amount of the Transfer Difference, Bank will
credit an amount equal to the difference between the Target Balance and the Final Available Balance
(the “Credit Amount”) to the DDA. If Excess Funds are held in the Mutual Fund, the Bank will
direct the redemption of Mutual Fund balances in the amount needed to repay the Credit Amount. If
the Credit Amount is not received by Bank from the Mutual Fund, or if there are no Mutual Fund
balances, Bank will make an advance under the Line of Credit in an amount equal to the lesser of
(a) the remaining amount of the Credit Amount, or (b) the amount, if any, available under the Line
of Credit. All advances under the Line of Credit shall be evidenced by the Note and shall be
deposited into the DDA.



2. INTEREST. Effective as of the date hereof, Bank has agreed that loans made by Bank under the
Line of Credit shall bear interest at the rate set forth in the Note. The rate of interest charged
shall be adjusted as of each Business Day based on changes in the rate without notice to Borrower,
and shall be applicable to the then outstanding balance under the Line of Credit from the effective
date of any such change. All calculations of interest on the Line of Credit will be computed on
the basis of a year of 360 days and paid on the actual number of days elapsed.



3. PAYMENTS. Interest will be due and payable on or about the first day of each month and will be
charged to the DDA. All fees and expenses due to Bank will be charged to the DDA. If there are
insufficient funds in the DDA to pay interest and/or the fees and expenses due, Bank shall, on
behalf of Borrower, make an advance under the Line of Credit to the extent Borrower has
availability thereunder. Otherwise, any unpaid interest and fees and expenses will be immediately
due and payable by Borrower. At the end of any Business Day, any Final Available Balance in the
DDA shall be automatically applied to the repayment of the outstanding principal balance under the
Line of Credit.



4. EVENT OF DEFAULT. Pursuant to the terms of the Financing Documents, Bank will not be obligated
to make any advance under the Line of Credit if any Event of Default (as defined in the Financing
Documents) or event which, with the passage of time, provision of notice or both, would constitute
an Event of Default shall have occurred and be continuing.



5. STATEMENTS; SECURITY INTEREST. All transfers between the DDA and the Investment will be shown
on the monthly statement for the DDA. Investment balances will be shown on a separate monthly
statement. Dividends paid by the Mutual Fund will be reinvested in the Mutual Fund for the account
of Borrower. Interest earned on PNC Bank Offshore Deposits will be credited to the DDA on the
second Business Day of the following month. Bank shall have, with respect to Borrower’s
obligations to the Bank and to the extent permitted by law, a contractual possessory security
interest in and a contractual right of setoff against, and Borrower hereby assigns, conveys,
delivers, pledges and grants a security interest to Bank in all of Borrower’s right, title and
interest in and to, all of Borrower’s deposits, moneys, securities and other investment property
now or hereafter in the possession of or on deposit with, or in transit to, the Investment, the
Bank or any direct or indirect subsidiary of The PNC Financial Services Group, Inc. Upon written
direction from Bank, and without further consent from Borrower, the custodian for the Investment is
authorized to comply with all entitlement orders, instructions and directions of any kind
originated by Bank concerning the Investment.



6. INVESTMENT DECISION; LIMITATION OF LIABILITY. Bank has forwarded to Borrower all required
investment disclosures for the Investment and Borrower has selected such Investment. Borrower
represents to Bank that it has all necessary authority to invest in the Investment selected. All
Investment selections are made at Borrower’s own risk and are without recourse to Bank. The
Investment involves investment risk, including possible loss of principal amount invested. The
Investment is neither insured nor guaranteed by the U.S. Government. PNC Bank Offshore Deposits
are maintained within the Bank’s Nassau, Bahamas branch and payment thereof may be demanded only at
that office. The Bank and its affiliates may provide investment advisory and other services to or
for the Mutual Fund and may be compensated for such services. Bank may vote any proxy received
with respect to the Mutual Fund, in its sole discretion, including voting to change fees paid by
the Mutual Fund to Bank or its affiliates.



In performing services hereunder, Bank will be governed by a standard of ordinary care. Bank shall
not be liable for any actions of the transfer agent, custodian or distributor of the Mutual Fund or
any other third party. In any event, Bank shall not be liable for any indirect, consequential,
incidental, punitive, exemplary or special losses, damages or expenses (including counsel fees)
which Borrower may incur or suffer, whether or not the possibility or likelihood of such damage was
known or contemplated by Bank. In no event will Bank be liable for its inability to perform its
obligations hereunder if such inability arises out of causes beyond its reasonable control.



7. TERMINATION. This Working Cash Sweep Rider may be terminated by either party upon written
notice to the other. Notwithstanding the prior sentence, this Working Cash Sweep Rider may be
immediately terminated by Bank without notice upon (i) the filing by or against Borrower of any
proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or
similar proceeding (and in the case of any such proceeding instituted against Borrower, such
proceeding is not dismissed or stayed within thirty (30) days of the commencement thereof, provided
that Bank shall not be obligated to advance additional funds during such period); or (ii) any
assignment by Borrower for the benefit of creditors, or any levy, garnishment, attachment or
similar proceeding is instituted against any property of Borrower held by or deposited with Bank.



If this Working Cash Sweep Rider is terminated, Bank shall in its discretion (i) direct the
redemption of all Mutual Fund balances and (ii) transfer all funds in the Investment to the DDA to
cover any negative balance in the DDA and to repay amounts owed under the Line of Credit, in such
order as the Bank may determine. Following such transfer from the Investment, the transfer
instructions set forth in Section 1 of this Working Cash Sweep Rider and all other provisions
stated herein shall no longer apply, and the terms of the Financing Documents (without giving
effect to this Working Cash Sweep Rider) shall thereafter govern the Line of Credit.



8. FEES. The Bank’s monthly fee for its services relating to this Working Cash Sweep Rider is set
forth on the Schedule. Such fee may be modified by Bank from time to time upon written notice to
Borrower. Bank may be separately and additionally compensated or may derive profit in connection
with the Investment.



9. MISCELLANEOUS. No modification, amendment or waiver of, or consent to any departure by Borrower
from, any provision of this Working Cash Sweep Rider will be effective unless made in a writing
signed by Bank, and then such amendment, waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No delay or omission on the Bank’s part to exercise
any right or power arising hereunder will impair any such right or power or be considered a waiver
of any such right or power, nor will the Bank’s action or inaction impair any such right or power.
If any provision contained in this Working Cash Sweep Rider should be invalid, illegal or
unenforceable in any respect, it shall not affect or impair the validity, legality and
enforceability of the remaining provisions. This Working Cash Sweep Rider may be signed in any
number of counterpart copies and by the parties hereto on separate counterparts, but all such
copies shall constitute one and the same instrument.



10. ENTIRE AGREEMENT. This Working Cash Sweep Rider and the Financing Documents and all of the
documents and instruments referenced therein constitute the entire agreement and supersede all
other prior agreements and understandings, both written and oral, between the parties with respect
to the subject matter hereof.



11. SUCCESSORS AND ASSIGNS. This Working Cash Sweep Rider will be binding upon and inure to the
benefit of Borrower and Bank and their respective heirs, executors, administrators, successors and
assigns; provided, however, that Borrower may not assign this Working Cash Sweep
Rider in whole or in part without Bank’s prior written consent; and Bank may, at any time, assign
any of its rights and obligations under this Working Cash Sweep Rider in whole or in part.



12. DEFINITIONS. As used herein, (i) “Business Day” shall mean any day other than a Saturday or
Sunday or a legal holiday on which commercial banks are authorized or required to be closed for
business in the city in which Bank is located; (ii) “PNC Bank Offshore Deposits“ shall mean funds
held in a deposit account at a PNC Bank, National Association branch in Nassau, Bahamas which earn
interest at a rate determined by Bank to be the eurodollar deposit rate from time to time, in its
sole discretion. The interest rate earned is based upon the amount on deposit, is not tied to any
external rate or index and does not necessarily reflect the highest rate of interest offered by
Bank to any particular class or category of customers; and (iii) “Final Available Balance” shall
mean the collected balance after all items have been posted for the Business Day. Capitalized
terms used herein without definition shall have the meanings given to those terms in the Schedule.



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SCHEDULE




The checking account (“DDA”) shown below will be subject to the terms of the foregoing Working
Cash®, Line of Credit, Investment Sweep Rider and will also be governed by Bank’s
agreements, policies, procedures and fee arrangements that are generally applicable to commercial
demand deposit accounts from time to time.



	 	 	 	 	 	 	 
	CHECKING ACCOUNT (DDA) NUMBER
	 	AUTHORIZED BORROWER CONTACT (NAME)
	MONTHLY FEE

$	 	TARGET BALANCE

$	 	TRANSFER DIFFERENCE

$
	 	 	 	 	 
	INVESTMENT: (Choose one)
________ BlackRock Liquidity Funds — TempFund
________ BlackRock Liquidity Funds — FedFund
________ PNC Bank Offshore Deposits







[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






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WITNESS the due execution hereof as a document under seal, as of the date first written above,
with the intent to be legally bound hereby.



	 
	BANK:

	PNC BANK, NATIONAL ASSOCIATION

	By:     

	(SEAL)

	Print Name: Timothy Naylon

	Title: Senior Vice-President







	 
	BORROWER:

	RAND WORLDWIDE, INC.

	By:     

	(SEAL)

	Name: Lawrence Rychlak

	Title: President

	RAND A TECHNOLOGY CORPORATION

	By:     

	(SEAL)

	Name: Lawrence Rychlak

	Title: President







Disclosure:



FDIC regulations require banks to make certain disclosures to their customers (referred to herein
as “Borrower” or “you”) who use sweep services to move funds from a deposit account to another
deposit account or to a non-deposit investment vehicle. The purpose of this communication is to
inform you whether your funds subject to sweep arrangements are deposits covered by FDIC deposit
insurance or, if not, what the status of your funds would be if the bank failed.



You use the Bank’s Working Cash® Line of Credit Sweep service, which sweeps funds from
your Bank demand deposit account to pay down your loan with the Bank. In the event of the failure
of the Bank, the FDIC would treat the sweep transaction for that day as having been completed. If
funds were swept from your demand deposit account to your loan account, the FDIC would recognize
the credit to reduce the amount of your loan. If you use the Investment Sweep feature with your
Working Cash® Line of Credit Sweep service, shown below are the disclosures for the
investment sweep vehicle you are using, explaining whether or not your funds would be deposits
covered by FDIC insurance.



If you use PNC Offshore Deposits with your Working Cash® Line of Credit Sweep service:



You use the PNC Bank Offshore Deposit Investment Sweep feature with your PNC Bank Working
Cash® Line of Credit Sweep service, which sweeps funds from your PNC Bank demand deposit
account to an interest bearing Eurodollar account at the Bank’s Nassau, Bahamas branch. Funds in
Eurodollar accounts at the Bank’s Nassau, Bahamas branch are not deposits for purposes of FDIC
insurance coverage and depositor preference purposes. As a result, your funds in such accounts are
not insured or guaranteed by the FDIC or by the U.S. Government. In the event of the failure of the
Bank, the funds in your Eurodollar account at the Bank’s Nassau, Bahamas branch would be treated as
unsecured, nondeposit liabilities, and you would be a general unsecured creditor of the Bank.



If you use the Bank’s Working Cash® End of Day Investment Sweep service to a money
market mutual fund with your Working Cash® Line of Credit Sweep service:



You use the PNC Bank Working Cash® End of Day Investment Sweep service to a money market
mutual fund with your PNC Bank Working Cash® Line of Credit Sweep service, which sweeps
funds from your Bank demand deposit account to a money market mutual fund. Funds in a money market
mutual fund are not deposits and are not guaranteed or insured by the FDIC, the U.S. Government or
any bank, including the Bank. With the Working Cash® End of Day Investment Sweep service
to a money market mutual fund, funds swept from your demand deposit account on a given day are
transferred to the money market mutual fund the same banking day. Once the sweep of funds to a
money market mutual fund is completed, you will have an ownership interest in the money market
mutual fund. In the event of the failure of the Bank, depending on the cutoff time established by
the FDIC, it is possible that the FDIC would treat the sweep transaction for that day as not having
been completed. In that case, your funds would be treated as remaining in your demand deposit
account and the funds would be covered by FDIC insurance to the maximum amount provided by law.




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