Exhibit
10.2


 


AMENDED
AND RESTATED

LOAN AND SECURITY AGREEMENT


 


THIS
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 15, 2014 (the
“Effective Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”),
and (ii) OUTBRAIN INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall
lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security
Agreement dated as of May 24, 2013 between Borrower and Bank (as amended from time to time, the “Prior Loan Agreement”).
The parties agree as follows:


 


		1	ACCOUNTING
                                         AND OTHER TERMS



 


Accounting
terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following
GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms
contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms
are defined therein.


 


		2	LOAN
                                         AND TERMS OF PAYMENT



 


2.1          Promise
to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and
accrued and unpaid interest thereon as and when due in accordance with this Agreement.


 


		2.2	Revolving
                                         Advances.



 


(a)          Availability.
Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the
Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed,
subject to the applicable terms and conditions precedent herein.


 


(b)          Termination;
Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the
unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.


 


2.3          Overadvances.
If, at any time, the outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing
Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”).
Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding
amount of any Overadvance, on demand, at the Default Rate.


 


		2.4	Payment
                                         of Interest on the Credit Extensions.



 


(a)          Advances.
Subject to Section 2.4(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum
rate equal to three-quarters of one percentage point (0.75%) above the Prime Rate; provided, however, during a Streamline
Period, the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to
one-quarter of one percentage point (0.25%) above the Prime Rate, which interest shall be payable monthly in accordance with Section
2.4(e) below.



     


     


    


(b)          Default
Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at
a rate per annum which is five percent (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”).
Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation,
Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the
Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.4(b) is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies
of Bank.


 


(c)          Adjustment
to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective
on the effective date of any change to the Prime Rate and to the extent of any such change.


 


(d)          Minimum
Interest. In the event the aggregate amount of interest earned by Bank in connection with the Revolving Line in any month
(such period, the “Minimum Interest Period,” which period shall begin on the Effective Date and continue with
each month thereafter until the earlier of the Revolving Line Maturity Date or the date this Agreement is terminated) is less
than Six Thousand Dollars ($6,000) (exclusive of any collateral monitoring fees, or any other fees and charges hereunder) (“Minimum
Interest”), Borrower shall pay to Bank, upon demand by Bank, an amount equal to the (i) Minimum Interest minus (ii)
the aggregate amount of all interest earned by Bank (exclusive of any collateral monitoring fees, or any other fees and charges
hereunder) in such Minimum Interest Period. The amount of Minimum Interest charged shall be prorated for any partial Minimum Interest
Period and any partial Minimum Interest Period resulting from the termination of this Agreement. Borrower shall not be entitled
to any credit, rebate, or repayment of any Minimum Interest pursuant to this Section 2.4(d) notwithstanding any termination of
this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct
amounts owing by Borrower under this Section 2.4(d) pursuant to the terms of Section 2.6(c). Bank shall provide Borrower written
notice of deductions made from the Designated Deposit Account pursuant to the terms of this Section 2.4(d).


 


(e)          Payment;
Interest Computation. Interest is payable monthly on the last calendar day of each month and shall be computed on the basis
of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Eastern
time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making
of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension
is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.



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		2.5	Fees.
                                         Borrower shall pay to Bank:



 


(a)          Commitment
Fee. A fully earned, non-refundable commitment fee of Thirty Seven Thousand Five Hundred Dollars ($37,500), payable as follows:
Eighteen Thousand Seven Hundred Fifty Dollars ($18,750) on the Effective Date, and Eighteen Thousand Seven Hundred Fifty Dollars
($18,750) on the first anniversary of the Effective Date.


 


(b)          Bank
Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of
this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).


 


(c)          Fees
Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled
to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this
Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts
owing by Borrower under the clauses of this Section 2.5 pursuant to the terms of Section 2.6(c). Bank shall provide Borrower written
notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.5.


 


		2.6	Payments;
                                         Application of Payments; Debit of Accounts.



 


(a)          All
payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff
or counterclaim, before 12:00 p.m. Eastern time on the date when due. Payments of principal and/or interest received after 12:00
p.m. Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day
that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall
continue to accrue until paid.


 


(b)          Bank
has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied.
Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required
to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not
specified elsewhere in this Agreement.


 


(c)          Bank
may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments
or any other documented amounts Borrower owes Bank when due. These debits shall not constitute a set-off.


 


		3	CONDITIONS
                                         OF LOANS



 


3.1          Conditions
Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other
matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:


 


(a)          duly
executed original signatures of Borrower to the Loan Documents;



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(b)          the
Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency)
of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct
business, each as of a date no earlier than thirty (30) days prior to the Effective Date;


 


(c)          duly
executed original signatures to the completed Borrowing Resolutions for Borrower;


 


(d)          certified
copies, dated as of a recent date, of financing statement and other lien searches, as Bank may request, accompanied by written
evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute
Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;


 


(e)          the
Perfection Certificate of Borrower, together with the duly executed original signature thereto;


 


(f)          a
legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto;


 


(g)          evidence
satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect,
together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;
and


 


(h)          payment
of the fees and Bank Expenses then due as specified in Section 2.5 hereof.


 


3.2          Conditions
Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension,
are subject to the following conditions precedent:


 


(a)          timely
receipt of an executed Transaction Report;


 


(b)          the
representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of
the Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall
not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;
and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate
and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result
from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations
and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall
be true, accurate and complete in all material respects as of such date; and



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(c)          Bank
determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management,
results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by
Borrower from the most recent business plan of Borrower presented to and accepted by Bank.


 


3.3          Covenant
to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition
precedent to any Credit Extension; provided, however, such condition precedent shall not require Borrower to deliver
any item required under this Agreement prior to the required delivery date under this Agreement. Borrower expressly agrees that
a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s
obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s
sole discretion.


 


3.4          Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth
in this Agreement, to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile,
or telephone by 12:00 p.m. Eastern time on the Funding Date of the Advance. In connection with such electronic or facsimile notification,
Borrower shall deliver to Bank by electronic mail or facsimile a completed Transaction Report executed by a Responsible Officer
or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or
designee. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement
based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary
to meet Obligations which have become due.


 


3.5          Post-Closing
Requirements. Bank shall have received, in form and substance satisfactory to Bank within the time periods set forth below,
the following:


 


(a)          Within
sixty (60) days after the Effective Date (i) a landlord’s consent in favor of Bank for (A) 2200 Busse Road, Elk Grove, Illinois
60007, (B) 1 Enterprise Avenue North, Seacaucus, New Jersey 07094, and (C) 600 West 7th Street, Las Angeles, California
90017 by the respective landlord thereof, together with the duly executed original signatures thereto, and (ii) a bailee’s
waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together
with the duly executed original signatures thereto; and


 


(b)          Within
ninety (90) days after the Effective Date, Borrower shall close all of its Collateral Accounts in the United States not located
at Bank, with the proceeds in such Collateral Accounts transferred to an account of Borrower at Bank.


 


		4	CREATION
                                         OF SECURITY INTEREST



 


4.1          Grant
of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations,
a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired
or arising, and all proceeds and products thereof.



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Borrower
acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless
of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to
be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority
perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the
terms of this Agreement to have superior priority to Bank’s Lien in this Agreement).


 


If
this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of
this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations
and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement)
and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense
of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations
(other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated,
Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good
faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower
shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at
least one hundred percent (100.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one
hundred five percent (105.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees,
and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations
relating to such Letters of Credit.


 


4.2          Priority
of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall
at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that
are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If
Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general
details thereof and grant to Bank 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 Bank.


 


4.3          Authorization
to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition
of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code.



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		5	REPRESENTATIONS
                                         AND WARRANTIES



 


Borrower
represents and warrants as follows:


 


5.1          Due
Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization
in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which
the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could
not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement,
Borrower has delivered to Bank a completed certificate as of the Effective Date signed by Borrower, entitled “Perfection
Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the
Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction
set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational
identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s
place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different
than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its
jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f)
all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate
and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection
Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower
is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide
Bank with Borrower’s organizational identification number.


 


The
execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do
not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under
or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction,
decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property
or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval
from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and
effect and except where the failure to make any filing, registration or qualification could not reasonably be expected to have
a material adverse effect on Borrower’s business), or (v) conflict with, contravene, constitute a default or breach under,
or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not
in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected
to have a material adverse effect on Borrower’s business.


 


5.2          Collateral.
Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant
a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any
bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection
Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a
perfected security interest therein, pursuant to the term of Section 6.8(b). The Accounts recorded or reflected on Borrower’s
Books or records are bona fide, existing obligations of the Account Debtors.



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The
Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection
Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection
Certificate or as permitted pursuant to Section 7.2.


 


Borrower
is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted
to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public,
and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns
or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual
Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or
unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual
Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material
adverse effect on Borrower’s business.


 


Except
as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.


 


		5.3	Accounts
                                         Receivable.



 


(a)          For
each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall
be an Eligible Account.


 


(b)          All
statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts
are and shall be true and correct as of the date of such invoice or issuance of such other document and all such invoices, instruments
and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and
other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable
laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any
Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all
signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all
such documents, instruments and agreements are legally enforceable in accordance with their terms.


 


5.4          Litigation.
Except as set forth in the Perfection Certificate delivered on the Effective Date or as disclosed pursuant to Section 6.2(i),
there are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against
Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, One Hundred Thousand Dollars ($100,000).


 


5.5          Financial
Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered
to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated
results of operations (subject to the lack of footnotes and year-end adjustments). There has not been any material deterioration
in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.



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5.6          Solvency.
The fair salable value of Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds the fair
value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement;
and Borrower is able to pay its debts (including trade debts) as they mature.


 


5.7          Regulatory
Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment
company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities
in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower (a) has
complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation
of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its
Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge,
by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower
and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with,
and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently
conducted.


 


5.8          Subsidiaries;
Investments. Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for
Permitted Investments.


 


5.9          Tax
Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower
has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (a)
to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted,
so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made
therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty
Thousand Dollars ($20,000).


 


To
the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and
any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental
Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted
Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could
result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension,
profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation
in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to,
any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension
Benefit Guaranty Corporation or its successors or any other governmental agency.




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5.10        Use
of Proceeds. Borrower shall use the proceeds of the Credit Extensions as working capital and to fund its general business
requirements and not for personal, family, household or agricultural purposes.


 


5.11        Full
Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given
to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates
and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections
and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual
results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).


 


5.12        Definition
of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s
knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or
awareness means the actual knowledge, after reasonable investigation, of any Responsible Officer.


 


		6	AFFIRMATIVE
                                         COVENANTS



 


Borrower
shall do all of the following:


 


		6.1	Government
                                         Compliance.



 


(a)          Except
as permitted by Section 7.3, maintain its and all its Subsidiaries’ legal existence and good standing in their respective
jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each
Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject.


 


(b)          Obtain
all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which
it is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies of any
such obtained Governmental Approvals to Bank.


 


		6.2	Financial
                                         Statements, Reports, Certificates. Provide Bank with the following:



 


(a)          a
Transaction Report (and any schedules related thereto) (i) with each request for an Advance, and (ii) within thirty (30) days
after the end of each month;


 


(b)          (i)
within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date and (B) monthly
accounts payable agings, aged by invoice date, and (ii) upon request by Bank, copies of outstanding or held check registers, if
any, monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger;



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(c)          as
soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance
sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer
and in a form acceptable to Bank (the “Monthly Financial Statements”);


 


(d)          within
thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance
Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with
all of the terms and conditions of this Agreement (except as specifically noted therein), and setting forth calculations showing
compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request,
including, without limitation, a statement that at the end of such month there were no held checks;


 


(e)          within
thirty (30) days after the end of each of Borrower’s fiscal years, and contemporaneously with any updates or changes thereto,
an annual operating budget and annual financial projection as to the then current fiscal year (prepared on a quarterly basis)
as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such
annual financial projections, in a form of presentation reasonably acceptable to Bank;


 


(f)           as
soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited
consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial
statements from an independent certified public accounting firm reasonably acceptable to Bank. Notwithstanding the foregoing,
Borrower shall provide Bank, on or before September 30, 2014, with Borrower’s audited consolidated financial statements
for the fiscal years ended 2012 and 2013;


 


(g)          in
the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies
of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority
succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders,
as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at
Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic
mail) of the posting of any such documents;


 


(h)          within
five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or
to any holders of Subordinated Debt;


 


(i)            prompt
report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in
uninsured damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars
($50,000) or more; and



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(j)            other
financial information reasonably requested by Bank.


 


		6.3	Accounts
                                         Receivable.



 


(a)          Schedules
and Documents Relating to Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as provided
in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same
shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure
to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank,
Borrower shall furnish Bank with copies (or, at Bank’s request following the occurrence and during the continuance of an
Event of Default, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery
receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts.
In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements,
guarantees and other documents and property evidencing or securing any Accounts in excess of $100,000, in the same form as received,
with all necessary indorsements, and copies of all credit memos.


 


(b)          Disputes.
Borrower shall promptly notify Bank of all disputes or claims relating to Accounts in excess of $50,000 individually or $150,000
in the aggregate per month for all such disputes or claims. Borrower may forgive (completely or partially), compromise, or settle
any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith,
in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same
to Bank in the regular reports provided to Bank; (ii) no Default or Event of Default has occurred and is continuing; and (iii)
after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the
lesser of the Revolving Line or the Borrowing Base.


 


(c)          Collection
of Accounts. Borrower shall have the right to collect all Accounts, unless and until a Default or an Event of Default has
occurred and is continuing. Bank shall require that Borrower direct Account Debtors to deliver or transmit all proceeds of Accounts
into a lockbox account, or such other “blocked account” as specified by Bank (either such account, the “Cash
Collateral Account”). Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately
deliver all payments on and proceeds of Accounts to the Cash Collateral Account and (i) prior to the occurrence of an Event of
Default, (A) during a Streamline Period, transferred to the Designated Deposit Account or (B) when a Streamline Period is not
in effect, applied to immediately reduce the Obligations and (ii) following the occurrence of an Event of Default, in accordance
with Section 9.4.


 


(d)          Returns.
Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower
shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate
amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return
occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in
trust for Bank, and immediately notify Bank of the return of the Inventory.



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(e)          Verification.
Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating
to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of
Bank’s security interest in such Account.


 


(f)          No
Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of,
any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind
occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good
faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations
under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its
own gross negligence or willful misconduct.


 


6.4          Remittance
of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of
any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt
by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof,
and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided
that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of
the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate
purchase price of One Hundred Thousand Dollars ($100,000) or less (for all such transactions in any fiscal year). Borrower agrees
that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds
separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions
on disposition of Collateral set forth elsewhere in this Agreement.


 


6.5          Taxes;
Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely
pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower and each of its Subsidiaries, except (i) if such taxes, assessments, deposits and contributions
do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000) or (ii) for deferred payment of any taxes contested
pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such
payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance
with their terms.


 


6.6          Access
to Collateral; Books and Records. At reasonable times, on three (3) Business Day’s notice (provided no notice
is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral
and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s
expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which
case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be $850
per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable
out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than five (5) Business Days in advance, and Borrower
cancels or seeks to or reschedules the audit with less than five (5) Business Days written notice to Bank, then (without limiting
any of Bank’s rights or remedies) Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank
to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.



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		6.7	Insurance.



 


(a)          Keep
its business and the Collateral insured for risks and in amounts standard for companies of Borrower’s size and in Borrower’s
industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable
insurance companies that are not Affiliates of Borrower, and in amounts that are reasonably satisfactory to Bank. All property
policies shall have a lender’s loss payable endorsement showing Bank as lender loss payee. All liability policies shall
show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional
insured with respect to any such insurance providing coverage in respect of any Collateral.


 


(b)          Ensure
that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations, unless
such proceeds are payable to the holder of a Lien permitted pursuant to subsection (c) of the definition of Permitted Liens.


 


(c)          At
Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each
provider of any such insurance required under this Section 6.7 shall agree, by endorsement upon the policy or policies issued
by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before any
such policy or policies shall be materially altered or canceled. If Borrower fails to obtain insurance as required under this
Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part
of such payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems
prudent.


 


		6.8	Operating
                                         Accounts.



 


(a)          Maintain
all of its and all of its Subsidiaries’ depository, operating and securities/investment accounts with Bank and/or Bank’s
Affiliates with the exception of the Offshore Accounts. Notwithstanding the foregoing, Borrower shall have ninety (90) days after
the Effective Date to close all of its Collateral Accounts in the United States not located at Bank, and transfer the proceeds
in such Collateral Accounts to an account of Borrower at Bank.


 


(b)          Provide
Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution
other than Bank or Bank’s Affiliates. For each Collateral Account not located at Bank and/or Bank’s Affiliates (other
than Offshore Accounts) that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution
(other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate
instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with
the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of
the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes, and other employee wage
and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, and the Collateral
Accounts described in Section 6.8(a) above during such ninety (90) day transition period, provided, however, if
such Collateral Accounts are not closed within ninety (90) days after the Effective Date, Borrower shall be required to comply
with this Section 6.8(b) for all such Collateral Accounts.



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		6.9	Financial
                                         Covenants.



 


Maintain
at all times, subject to periodic reporting as set forth below, calculated on a consolidated basis with respect to Borrower and
its Subsidiaries:


 


(a)          Adjusted
Quick Ratio. An Adjusted Quick Ratio of at least 1.00 to 1.00, tested as of the last day of each month.


 


		6.10	Protection
                                         of Intellectual Property Rights.



 


(a)          (i)
Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property;
(ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially
and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s
business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.


 


(b)          Provide
written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter
software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the
consent of, or waiver by, any Person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral”
and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any
such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of
a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement
and the other Loan Documents.


 


6.11        Litigation
Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without
expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank
may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with
respect to any Collateral or relating to Borrower.



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6.12        Formation
or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and
7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after
the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such
Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all
in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted
Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers
and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance
satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, in the event that Borrower and Bank
mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary,
(ii) the guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected
security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary,
would reasonably be expected to have a material adverse tax effect on the Borrower, then the Borrower shall only be required to
grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence
of ownership of such Foreign Subsidiary; and (c) provide to Bank all other documentation in form and substance satisfactory to
Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the
execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued
pursuant to this Section 6.12 shall be a Loan Document.


 


6.13        Further
Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s
Lien in the Collateral or to effect the purposes of this Agreement.


 


		7	NEGATIVE
                                         COVENANTS



 


Borrower
shall not do any of the following without Bank’s prior written consent:


 


7.1          Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any
of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary
course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically
practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted
Investments; (d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e)
consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment
of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
and (f) of assets resulting from a casualty or condemnation event; and (g) non-exclusive licenses for the use of the property
of Borrower or its Subsidiaries in the ordinary course of business.


 


7.2          Changes
in Business, Management, Ownership, or Business Locations.  (a) Engage in or permit any of its Subsidiaries to
engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably
related thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing
to be employed by Borrower within five (5) days after his or her departure from Borrower; or (ii) enter into any transaction or
series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first
such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to such transaction
or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to
venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors
at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms
of the transaction).



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Borrower
shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including
warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) in Borrower’s
assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred
Thousand Dollars ($100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection
Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal
name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver
any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000) to
a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location
to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee
shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.


 


7.3          Mergers
or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or
acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person
(including, without limitation, by the formation of any Subsidiary). A Subsidiary may merge or consolidate into another Subsidiary
or into Borrower.


 


7.4          Indebtedness.
Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.


 


7.5          Encumbrance.
Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including
the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to
be subject to the first priority security interest granted herein (except Permitted Liens that are permitted pursuant to the terms
of this Agreement to have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document,
instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has
the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or
upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted
in Section 7.1 hereof and the definition of “Permitted Liens” herein.


 


7.6          Maintenance
of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.8(b) hereof.



    -17- 


     


    


7.7          Distributions;
Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided
that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible
securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase
the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist
at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount
of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000) per fiscal year; or (b) directly or indirectly
make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit
any of its Subsidiaries to do so.


 


7.8          Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower,
except for transactions that are (i) in the ordinary course of Borrower’s business, upon fair and reasonable terms that
are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person or
(ii) Permitted Investments.


 


7.9          Subordinated
Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor,
or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to
the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments
thereon, or adversely affect the subordination thereof to Obligations owed to Bank.


 


7.10        Compliance.
Become an “investment company” or a company controlled by an “investment company”, under the Investment
Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin
stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit
Extension for that purpose; (a) fail to meet the minimum funding requirements of ERISA, (b) fail to prevent a Reportable Event
or Prohibited Transaction, as defined in ERISA, from occurring; (c) fail to comply with the Federal Fair Labor Standards Act,
the failure of any of the conditions described in clauses (a) through (c) which could reasonably be expected to have a material
adverse effect on Borrower’s business; or violate any other law or regulation, if the violation could reasonably be expected
to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit
any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other
event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to
result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or
any other governmental agency.



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		8	EVENTS
                                         OF DEFAULT



 


Any
one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:


 


8.1          Payment
Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any
other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure
period shall not apply to payments due on the Revolving Line Maturity Date). During the cure period, the failure to make or pay
any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure
period);


 


		8.2	Covenant
                                         Default.



 


(a)
Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.7, 6.8, 6.9, 6.10(b), 6.12, 6.13 or violates any
covenant in Section 7; or


 


(b)
Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained
in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other
term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after
the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or
cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within
a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt
to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default
(but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among
other things, to financial covenants or any other covenants set forth in clauses (a) above;


 


		8.3	Material
                                         Adverse Change. A Material Adverse Change occurs;



 


		8.4	Attachment;
                                         Levy; Restraint on Business.



 


(a)
(i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the
control of Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets
by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence
thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall
be made during any ten (10) day cure period; or


 


(b)
(i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver,
or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business;


 


8.5          Insolvency.
(a) Borrower or any of its Subsidiaries is unable to pay its debts (including trade debts) as they become due or otherwise
becomes insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is
begun against Borrower or any of its Subsidiaries and is not dismissed or stayed within forty-five (45) days (but no Credit Extensions
shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);



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8.6          Other
Agreements. There is, under any agreement to which Borrower is a party with a third party or parties, (a) any default resulting
in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount
individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000); or (b) any breach or default by Borrower,
the result of which could have a material adverse effect on Borrower’s business;


 


8.7          Judgments;
Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually
or in the aggregate, of at least One Hundred Thousand Dollars ($100,000) (not covered by independent third-party insurance as
to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority,
and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or
after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any
such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of
such fine, penalty, judgment, order or decree);


 


8.8          Misrepresentations.
Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement,
any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such
representation, warranty, or other statement is incorrect in any material respect when made;


 


8.9          Subordinated
Debt. The Obligations shall for any reason be subordinated to Subordinated Debt or shall not have the priority contemplated
by this Agreement; or


 


8.10        Governmental
Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not
renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing
with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority
taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification
or non-renewal (i) cause, or could reasonably be expected to cause, a Material Adverse Change, or (ii) adversely affects the legal
qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such
revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal
qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.


 


		9	BANK’S
                                         RIGHTS AND REMEDIES



 


9.1          Rights
and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do
any or all of the following:


 


(a)          declare
all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);



    -20- 


     


    


(b)          stop
advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower
and Bank;


 


(c)          demand
that Borrower (i) deposit cash with Bank in an amount equal to at least 100% (105% with respect to Letters of Credit denominated
in a Foreign Currency) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus,
in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith
business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment
of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in
advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;


 


(d)          terminate
any FX Contracts;


 


(e)          verify
the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes
and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person
owing Borrower money of Bank’s security interest in such funds;


 


(f)          make
any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the
Collateral including, without limitation, perfecting Bank’s security interest in Borrower’s Intellectual Property.
Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where
the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise
any Lien which appears to be prior or superior to its security interest (other than Permitted Liens that are permitted pursuant
to the terms of this agreement to have superior priority to Bank’s Lien under this Agreement) and pay all expenses incurred.
Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights
or remedies;


 


(g)          apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit
or the account of Borrower;


 


(h)          ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby
granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights,
mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property
as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection
with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements
inure to Bank’s benefit;


 


(i)            place
a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order,
or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;


 


(j)            demand
and receive possession of Borrower’s Books; and



    -21- 


     


    


(k)           exercise
all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under
the Code (including disposal of the Collateral pursuant to the terms thereof).


 


9.2          Power
of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and
during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or
security; (b) sign Borrower’s name on any invoice or bill of
lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly
with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s
insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the
Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the
Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact
to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest
in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full (other
than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement
and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement)
and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s
attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have
been fully repaid and performed (other than inchoate indemnity obligations and any other obligations which, by their terms, are
to survive the termination of this Agreement and any Obligations under Bank Services Agreements that are cash collateralized in
accordance with Section 4.1 of this Agreement) and Bank’s obligation to provide Credit Extensions terminates.


 


9.3          Protective
Payments. If Borrower fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails
to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required
to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses
and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral.
Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained
or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or
Bank’s waiver of any Event of Default.


 


9.4          Application
of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Bank shall have the right to
apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result
of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus
to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable
to Bank for any deficiency. If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any
purchaser at any sale of Collateral, Bank shall have the option, exercisable at
any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations
until the actual receipt by Bank of cash therefor.



    -22- 


     


    


9.5          Bank’s
Liability for Collateral. So long as Bank complies with reasonable banking practices
regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible
for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral;
or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction
of the Collateral.


 


9.6          No
Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require
strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish
any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective
unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is
given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights
and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and
shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and
Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver,
election, or acquiescence.


 


9.7          Demand
Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and
nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts,
documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.


 


		10	NOTICES



 


All
notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document
must 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 U.S. mail, first class, registered or certified mail return receipt requested,
with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business
Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger,
all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated
below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written
notice thereof in accordance with the terms of this Section 10.


 





	If to Borrower:	Outbrain Inc.
	 	39 West 13th Street, 3rd
    Floor
	 	New York, New York 10011
	 	Attn: Barry Schofield
	 	Email: bschofield@outbrain.com




    -23- 


     


    


	and:	Outbrain Inc.
	 	39 West 13th Street, 3rd
    Floor
	 	New York, New York 10011
	 	Attn: Michael J.
    Kistler, Esquire
	 	Email: MKistler@outbrain.com
	 	 
	with a copy to:	Loeb & Loeb LLP
	 	345 Park Avenue
	 	New York, New York 10154
	 	Attn: Lloyd Rothenberg, Esquire
	 	Fax: (212) 407-4990
	 	Email: lrothenberg@loeb.com
	 	 
	If to Bank:	Silicon Valley Bank
	 	505 Fifth Avenue, 11th Floor
	 	New York, New York 10017
	 	Attn: Claudia Canales
	 	Email: ccanales@svb.com
	 	 
	with a copy to:	Riemer & Braunstein LLP
	 	Three Center Plaza
	 	Boston, Massachusetts 02108
	 	Attn: Charles W. Stavros, Esquire
	 	Fax: (617) 880-3456
	 	Email: cstavros@riemerlaw.com







  


		11	CHOICE
                                         OF LAW, VENUE, JURY TRIAL WAIVER



 


New
York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive
jurisdiction of the State and Federal courts in New York, New York; provided, however, that nothing in this Agreement shall be
deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the
Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower
expressly submits and consents in advance to the jurisdiction of New York, New York in any action or suit commenced in any court
located in such jurisdiction, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction,
improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate
by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or
suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed
to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement
and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three
(3) days after deposit in the U.S. mails, proper postage prepaid.


 


TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION,
INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER
INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.



    -24- 


     


    


This
Section 11 shall survive the termination of this Agreement.


 


		12	GENERAL
                                         PROVISIONS



 


12.1        Termination
Prior to Revolving Line Maturity Date; Survival. All covenants, representations and warranties made in this Agreement continue
in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long as Borrower
has satisfied the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are
to survive the termination of this Agreement and any Obligations under Bank Services Agreements that are cash collateralized in
accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date by
Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly
specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s
termination.


 


12.2        Successors
and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may
not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted
or withheld in Bank’s discretion). Bank has the right, without the consent of Borrower, to sell, transfer, assign, negotiate,
or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement
and the other Loan Documents; provided. that, Bank shall provide Borrower with notice of such sale, transfer or
assignment within a commercially reasonable period thereafter. Notwithstanding the foregoing, prior to the occurrence of an Event
of Default, Bank shall not assign any interest in the Loan Documents to an operating company which is a direct competitor of Borrower.


 


12.3        Indemnification.
Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other
Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations,
demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection
with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way
suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions
between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims, expenses and/or losses
directly caused by such Indemnified Person’s gross negligence or willful misconduct.


 


This
Section 12.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity
is given shall have run.



    -25- 


     


    


12.4         Time
of Essence. Time is of the essence for the performance of all Obligations in this Agreement.


 


12.5         Severability
of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability
of any provision.


 


12.6         Correction
of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement
of the parties.


 


12.7         Amendments
in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination
of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth
in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing,
no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate
as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be
limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether
similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents
represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents
merge into the Loan Documents.


 


12.8         Counterparts.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, is an original, and all taken together, constitute one Agreement.


 


12.9         Confidentiality.
In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and
Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers
of any interest in the Credit Extensions (provided, however. Bank shall use its best efforts to obtain any prospective
transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena,
or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit;
(e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of
Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than
those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s
possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation
of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third
party is prohibited from disclosing the information.


 


Bank
Entities may use anonymous forms of confidential information for aggregate datasets, for analyses or reporting, and for any other
uses not expressly prohibited in writing by Borrower. The provisions of the immediately preceding sentence shall survive termination
of this Agreement.



    -26- 


     


    


12.10       Attorneys’
Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents,
the Bank shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition
to any other relief to which it may be entitled.


 


12.11        Electronic
Execution of Documents. The words “execution,” “signed,” “signature” and words of like
import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based
recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation,
any state law based on the Uniform Electronic Transactions Act.


 


12.12       Right
of Setoff. Borrower hereby grants to Bank a Lien and a right of setoff as security for all Obligations to Bank, whether now
existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of Bank or any entity under the control of Bank (including a subsidiary of Bank) or in transit
to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice,
Bank may setoff the same or any part thereof and apply the same to any liability or Obligation of Borrower even though unmatured
and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE
ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF
WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 


12.13       Captions.
The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


12.14       Construction
of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation
of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the
uncertainty to exist.


 


12.15       Relationship.
The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do
not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different
from those of parties to an arm’s-length contract.


 


12.16       Third
Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies
under or by reason of this Agreement on any Person other than the express parties to it and their respective permitted successors
and assigns; (b) relieve or discharge the obligation or liability of any Person not an express party to this Agreement; or (c)
give any Person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.



    -27- 


     


    


		13	DEFINITIONS



 


13.1        Definitions.
As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word
 “or” is not exclusive, the words “includes” and “including” are not limiting, the singular
includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following
capitalized terms have the following meanings:


 


“Account”
is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes,
without limitation, all accounts receivable and other sums owing to Borrower.


 


“Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Adjusted
Quick Ratio” is the ratio of (a) Quick Assets to (b) Current Liabilities minus the current portion of Deferred Revenue.


 


“Advance”
or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving Line.


 


“Affiliate”
is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that
controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers,
directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.


 


“Agreement”
is defined in the preamble hereof.


 


“Authorized
Signer” is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents,
including any Advance request, on behalf of Borrower.


 


“Availability
Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b)
the outstanding principal balance of any Advances.


 


“Bank”
is defined in the preamble hereof.


 


“Bank
Entities” is defined in Section 12.9.


 


“Bank
Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses)
for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation,
those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.



    -28- 


     


    


“Bank
Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided
to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash
management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check
cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified
in Bank’s various agreements related thereto (each, a “Bank Services Agreement”).


 


“Borrower”
is defined in the preamble hereof


 


“Borrower’s
Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding
Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs
or storage or any equipment containing such information.


 


“Borrowing
Base” is eighty percent (80%) of Eligible Accounts, as determined by Bank from Borrower’s most recent Transaction
Report; provided, however, that Bank has the right, after consultation with Borrower, to decrease the foregoing percentages in
its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect
the Collateral or its value.


 


“Borrowing
Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of directors (and,
if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving
the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed
by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations
under each of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate
is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution,
delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized
to execute the Loan Documents, including any Advance request, on behalf of such Person, together with a sample of the true signature(s)
of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered
to Bank a further certificate canceling or amending such prior certificate.


 


“Business
Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.


 


“Cash
Collateral Account” is defined in Section 6.3(c).


 


“Cash
Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any
agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper
maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings
Group or Moody’s Investors Service, Inc.; and (c) Bank’s certificates of deposit issued maturing no more than one
(1) year after issue.



    -29- 


     


    


“Claims”
is defined in Section 12.3.


 


“Code”
is in the United States, the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the
State of New York; provided, 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; provided further, 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, Bank’s Lien on any Collateral is
governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “Code”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.


 


“Collateral”
is any and all properties, rights and assets of Borrower described on Exhibit A.


 


“Collateral
Account” is any Cash Collateral Account, Deposit Account, Securities Account, or Commodity Account.


 


“Commodity
Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Compliance
Certificate” is that certain certificate in the form attached hereto as Exhibit B.


 


“Contingent
Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness,
lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed,
endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable;
(b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate,
currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect
a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation”
does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined
amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated
liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any
guarantee or other support arrangement.


 


“Control
Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit
Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity
Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account,
Securities Account, or Commodity Account.



    -30- 


     


    


“Copyrights”
are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship
and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


“Credit
Extension” is any Advance, any Overadvance, Letter of Credit, FX Contract, amount utilized for cash management services,
or any other extension of credit by Bank for Borrower’s benefit.


 


“Currency”
is coined money and such other banknotes or other paper money as are authorized by law and circulate as a medium of exchange.


 


“Current
Liabilities” are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate
amount of Borrower’s Total Liabilities that mature within one (1) year but excluding intercompany payables and statutory
severance required in Israel.


 


“Default”
means any event which with notice or passage of time or both, would constitute an Event of Default.


 


“Default
Rate” is defined in Section 2.4(b).


 


“Deferred
Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.


 


“Deposit
Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Designated
Deposit Account” is the multicurrency account denominated in Dollars, account number ending 2448, maintained by Borrower
with Bank.


 


“Dollars,”
 “dollars” or use of the sign “$” means only lawful money of the United States and not any other
currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted
into lawful money of the United States.


 


“Dollar
Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect
to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time
on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer
to the country issuing such Foreign Currency.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the
District of Columbia.


 


“Effective
Date” is defined in the preamble hereof.



    -31- 


     


    


“Eligible
Accounts” means Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s
representations and warranties in Section 5.3. Bank reserves the right at any time after the Effective Date to adjust any of the
criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing,
Eligible Accounts shall not include:


 


(a)          Accounts
for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent;


 


(b)          Accounts
that the Account Debtor has not paid within one hundred twenty (120) days of invoice date regardless of invoice payment period
terms;


 


(c)          Accounts
with credit balances over one hundred twenty (120) days from invoice date;


 


(d)          Accounts
owing from an Account Debtor if fifty percent (50%) or more of the Accounts owing from such Account Debtor have not been paid
within one hundred twenty (120) days of invoice date;


 


(e)          Accounts
owing from an Account Debtor which is not located in the United States, Canada, the United Kingdom, Japan, Italy, France or Germany,
unless otherwise approved by Bank in writing on a case-by-case basis in its sole and absolute discretion;


 


(f)          Accounts
billed from and/or payable to Borrower outside of the United States unless Bank has a first priority, perfected security interest
or other enforceable Lien in such Accounts under all applicable laws, including foreign laws (sometimes called foreign invoiced
accounts);


 


(g)          Accounts
owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor,
lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit
accounts), but only to the extent of Borrower’s indebtedness or obligation to such Account Debtor;


 


(h)          Accounts
owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof
unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment
of Claims Act of 1940, as amended;


 


(i)           Accounts
for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale
or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional;


 


(j)           Accounts
owing from an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings
or prebillings);


 


(k)          Accounts
subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according
to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s
failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone
billings, or fulfillment contracts);



    -32- 


     


    


(l)            Accounts
owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction
of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings);


 


(m)          Accounts
subject to trust provisions, subrogation rights of a bonding company, or a statutory trust;


 


(n)          Accounts
owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower,
and the Account Debtor have entered into an agreement acceptable to Bank wherein the Account Debtor acknowledges that (i) it has
title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment
for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts);


 


(o)          Accounts
for which the Account Debtor has not been invoiced;


 


(p)          Accounts
that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;


 


(q)          Accounts
for which Borrower has changed the invoice date;


 


(r)           Accounts
arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor;


 


(s)           Accounts
arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts);


 


(t)           Accounts
in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account
Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business;


 


(u)          Accounts
owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred
Revenue):


 


(v)          Accounts
owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts
that exceed that percentage, unless Bank approves in writing; and


 


(w)          Accounts
for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts
represented by “refreshed” or “recycled” invoices.



    -33- 


     


    


“Equipment”
is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes
without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing.


 


“ERISA”
is the Employee Retirement Income Security Act of 1974, and its regulations.


 


“Event
of Default” is defined in Section 8.


 


“Exchange
Act” is the Securities Exchange Act of 1934, as amended.


 


“Foreign
Currency” means lawful money of a country other than the United States.


 


“Foreign
Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.


 


“Funding
Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.


 


“FX
Contract” is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase
from or sell to Bank a specific amount of Foreign Currency on a specified date.


 


“GAAP”
is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession,
which are applicable to the circumstances as of the date of determination.


 


“General
Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and
other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal
property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies
(including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights
to payment of any kind.


 


“Governmental
Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self- regulatory organization.



    -34- 


     


    


“Indebtedness”
is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations
for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital
lease obligations, and (d) Contingent Obligations.


 


“Indemnified
Person” is defined in Section 12.3.


 


“Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy
or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors,
or proceedings seeking reorganization, arrangement, or other relief.


 


“Intellectual
Property” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:


 


(a)          its
Copyrights, Trademarks and Patents;


 


(b)          any
and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating
manuals;


 


(c)          any
and all source code;


 


(d)          any
and all design rights which may be available to such Person;


 


(e)          any
and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above;
and


 


(f)          all
amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.


 


“Interest
Expense” means for any fiscal period, interest expense (whether cash or non-cash) determined in accordance with GAAP
for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and
other Indebtedness of Borrower and its Subsidiaries, including, without limitation or duplication, all commissions, discounts,
or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and
the net costs associated with interest rate swap, cap, and similar arrangements, and the interest portion of any deferred payment
obligation (including leases of all types).


 


“Inventory”
is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may
hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials,
work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody
or possession or in transit and including any returned goods and any documents of title representing any of the above.



    -35- 


     


    


“Investment”
is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan,
advance or capital contribution to any Person.


 


“Key
Person” is Borrower’s (a) Chief Executive Officer, who is Yaron Galai as of the Effective Date, and (b) Chief
Financial Officer, who is Elise Garofalo as of the Effective Date.


 


“Letter
of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application,
guarantee, indemnity, or similar agreement.


 


“Lien”
is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 


“Loan
Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents
related to this Agreement, the Perfection Certificate, any Bank Services Agreement, any subordination agreement, any note, or
notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor
with or for the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified.


 


“Material
Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or
in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise)
of Borrower; (c) a material impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines,
based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall
fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period.


 


“Minimum
Interest” is defined in Section 2.4(d).


 


“Minimum
Interest Period” is defined in Section 2.4(d).


 


“Monthly
Financial Statements” is defined in Section 6.2(c).


 


“Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, and other amounts Borrower
owes Bank now or later, under this Agreement or the other Loan Documents, including, without limitation, interest accruing after
Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s
duties under the Loan Documents.


 


“Offshore
Accounts” are accounts maintained by Borrower’s Subsidiaries outside the United States and United Kingdom with
financial institutions other than Bank or Bank’s Affiliates, provided that the maximum balance maintained in such accounts
does not exceed the aggregate amount of Six Million Dollars ($6,000,000) at any time.



    -36- 


     


    


“Operating
Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or
equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior
to the Effective Date, and, (a) if such Person is a corporation, its bylaws (as the case may be) in current form, (b) if such
Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person
is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications
thereto.


 


“Overadvance”
is defined in Section 2.3.


 


“Patents”
means all patents, patent applications and like protections including without limitation improvements, divisions, continuations,
renewals, reissues, extensions and continuations-in-part of the same.


 


“Perfection
Certificate” is defined in Section 5.1.


 


“Permitted
Indebtedness” is:


 


(a)          Borrower’s
Indebtedness to Bank under this Agreement and the other Loan Documents;


 


(b)          Indebtedness
existing on the Effective Date and shown on the Perfection Certificate;


 


(c)          Subordinated
Debt;


 


(d)          unsecured
Indebtedness to trade creditors incurred in the ordinary course of business;


 


(e)          Indebtedness
incurred as a result of endorsing negotiable instruments received in the ordinary course of business;


 


(f)           Indebtedness
secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder;


 


(g)          Indebtedness
consisting of the financing of insurance premiums arising in the ordinary course of business not to exceed Twenty Five Thousand
Dollars ($25,000) in the aggregate at any time;


 


(h)          deferred
compensation due to employees not to exceed Fifty Thousand Dollars ($50,000) in the aggregate at any time; and


 


(i)          extensions,
refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (h) above, provided
that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon
Borrower or its Subsidiary, as the case may be.



    -37- 


     


    


“Permitted
Investments” are:


 


(a)          Investments
(including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate;


 


(b)          Investments
consisting of Cash Equivalents; and


 


(c)          Investments
by Borrower in Subsidiaries not to exceed Ten Million Dollars ($10,000,000) in any fiscal quarter of Borrower, not to exceed Forty
Million Dollars ($40,000,000) in the aggregate in any fiscal year.


 


“Permitted
Liens” are:


 


(a)          Liens
existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;


 


(b)          Liens
for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in
good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has
been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;


 


(c)          purchase
money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment
securing no more than Ten Million Dollars ($10,000,000) in the aggregate amount outstanding, or (ii) existing on Equipment when
acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;


 


(d)          Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand
Dollars ($100,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and
by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;


 


(e)          Liens
to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations
incurred in the ordinary course of business (other than Liens imposed by ERISA);


 


(f)          leases
or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person,
in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal
property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another
Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do
not prohibit granting Bank a security interest therein;


 


(g)          Liens
in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at
such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities
accounts;



    -38- 


     


    


(h)          Liens
on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; and


 


(i)           Liens
incurred in the extension, renewal or refinancing of the Indebtedness secured by Liens described in (a) through (h), but
any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount
of the indebtedness may not increase.


 


“Person”
is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or
government agency.


 


“Prime
Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal
or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as
set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined
by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect
at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of
interest charged by Bank in connection with extensions of credit to debtors).


 


“Prior
Loan Agreement” is defined in the preamble.


 


“Quick
Assets” is, on any date, Borrower’s consolidated, unrestricted cash maintained with Bank plus net billed accounts
receivable, determined according to GAAP.


 


“Registered
Organization” is any “registered organization” as defined in the Code with such additions to such term as
may hereafter be made.


 


“Requirement
of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common),
treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Reserves”
means, as of any date of determination, such amounts as Bank may from time to time establish and revise in its good faith
business judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower
(a) to reflect events, conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do
or may adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including
without limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor,
or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority
thereof); or (b) to reflect Bank’s reasonable belief that any collateral report or financial information furnished by or
on behalf of Borrower or any Guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect;
or (c) in respect of any state of facts which Bank determines constitutes an Event of Default or may, with notice or passage of
time or both, constitute an Event of Default.



    -39- 


     


    


“Responsible
Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.


 


“Restricted
License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits
or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or
any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any
Collateral.


 


“Revolving
Line” is an aggregate principal amount equal to Thirty Five Million Dollars ($35,000,000) outstanding at any time.


 


“Revolving
Line Maturity Date” is September 15, 2016.


 


“SEC”
shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.


 


“Securities
Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Streamline
Period” is, on and after the Effective date, provided no Event of Default has occurred and is continuing, the period
(a) commencing on the first day of the month following the day that Borrower provides to Bank a written report that Borrower has,
for each consecutive day in the immediately preceding calendar month, maintained an Adjusted Quick Ratio of greater than 1.10
to 1.00, as determined by Bank in its reasonable discretion (the “Streamline Threshold”); and (b) terminating
on the earlier to occur of (i) the occurrence of an Event of Default, and (ii) the first day thereafter in which Borrower fails
to maintain the Streamline Threshold, as determined by Bank in its reasonable discretion. Upon the termination of a Streamline
Period, Borrower must maintain the Streamline Threshold each consecutive day for one (1) calendar month, as determined by Bank
in its reasonable discretion, prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior written notice
of Borrower’s election to enter into any such Streamline Period, and each such Streamline Period shall commence on the first
day of the monthly period following the date the Bank determines, in its reasonable discretion, that the Streamline Threshold
has been achieved.


 


“Subordinated
Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to
Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered
into between Bank and the other creditor), on terms acceptable to Bank.


 


“Subsidiary”
is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary
herein shall be a reference to a Subsidiary of Borrower.



    -40- 


     


    


“Total
Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated
balance sheet, including all Indebtedness.


 


“Trademarks”
means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same
and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.


 


“Transaction
Report” is that certain report of transactions and schedule of collections on Bank’s standard form.


 


“Transfer”
is defined in Section 7.1.


 


[Signature
page follows.]



    -41- 


     


    


IN
WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the Effective Date.


	 	 	 	 	 
	BORROWER:	 
	 	 
	OUTBRAIN
    INC.	 
	 	 
	By	/s/
    Yaron Galai	 
	Name:	Yaron
    Galai	 
	Title: 	CEO	 
	 	 
	BANK:	 
	 	 
	SILICON
    VALLEY BANK	 
	 	 
	By	/s/
    Claudia Canales	 
	Name:	Claudia
    Canales	 
	Title: 	Director	 
	 	 	 	 	 	 



 


[Signature
Page to Amended and Restated Loan and Security Agreement]




     


     


    


Exhibit
A – Collateral Description


 


The
Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:


 


All
goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases,
license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory
notes), chattel paper (whether tangible or electronic), cash, Deposit Accounts, certificates of deposit, fixtures, letters of
credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property,
supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and


 


all
Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions
for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds
of any or all of the foregoing.


 


Notwithstanding
the foregoing, the Collateral does not include any of the following: (a) more than 65% of the presently existing and hereafter
arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder
thereof to vote for directors or any other matter; (b) rights held under a license that are not assignable by their terms without
the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law);
(c) any interest of Borrower as a lessee or sublessee under a real property lease or an Equipment lease if Borrower is prohibited
by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause
a default to occur under such lease (other than to the extent that any such term would be rendered ineffective pursuant to Section
9-407(a) of Article/Division 9 of the Code); provided, however, that upon termination of such prohibition, such interest shall
immediately become Collateral without any action by Borrower or Bank; or (d) any Intellectual Property; provided, however,
the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S.
Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security
interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically,
and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s
security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.



    2 


     


    


Exhibit
B


 


COMPLIANCE
CERTIFICATE


 





	TO:	SILICON
    VALLEY BANK	 	Date:	 
	FROM:	OUTBRAIN INC.	 	 	 







 


The
undersigned, in his or her capacity as authorized officer of Outbrain Inc. and Outbrain UK Limited (each and together, jointly
and severally, “Borrower”) and not in her or her individual capacity certifies that under the terms and conditions
of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete
compliance for the period ending ________________ with all required covenants except as noted below; (2) there are no Events of
Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except
as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that
those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material
respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and
Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower
except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims
made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously
provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies
that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying
letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that
Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this
certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.


 


Please
indicate compliance status by circling Yes/No under “Complies” column.


 


	Reporting
    Covenants	Required	Complies
	 	Monthly financial statements with Compliance Certificate	 	Monthly within 30 days	Yes   No
	 	Annual financial statement (CPA Audited) + CC	 	FYE within 180 days	Yes   No
	 	10-0, 10-K and 8-K	 	Within 5 days after filing with SEC	Yes   No
	 	A/R & A/P Agings	 	Monthly within 30 days	Yes   No
	 	Transaction Reports	 	Monthly within 30 days and each request for an Advance	Yes   No
	 	Projections	 	FYE within 30 days	Yes   No


 


	Financial
    Covenant	Required	Actual	Complies
	 	Maintain as indicated:	 	 	 
	 	Minimum Adjusted Quick Ratio	1.00:1.00	___
    : 1.0	Yes   No



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	Performance
    Pricing	Applies
	 	Adjusted Quick Ratio > 1.10:1.00	 	Prime + 0.25%	Yes   No
	 	Adjusted Quick Ratio ≤ 1.10:1.00	 	Prime + 0.75%	Yes   No


 


The
following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the
date of this Certificate.


 


The
following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) 





	 
	 
	 
	 	 




	 	 	 	 	 	 	 	 	 
	OUTBRAIN
    INC.	 	BANK
    USE ONLY
	 	 	 
	 	 	Received
    by: 	 
	By:	 	 	 	AUTHORIZED
    SIGNER
	Name:	 	 	Date:	 
	Title:	 	 	 
	 	 	Verified:	 
	 	 	 	AUTHORIZED
    SIGNER
	 	 	Date:	 
	 	 	 	 
	 	 	Compliance
    Status:   Yes   No




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Schedule
1 to Compliance Certificate 


 


Financial
Covenants of Borrower


 


In
the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 


	 	 	 	 	 
	I.	Adjusted
    Quick Ratio (Section 6.9(a))	 	 	 
	 	 	 	 	 
	Required:         1.00:1.00	 	 	 
	 	 	 	 
	Actual:	 	 	 
	 	 	 	 
	A.	Aggregate
    value of Borrower’s consolidated, unrestricted cash maintained with Bank	 	$	 
	 	 	 	 	 
	B.	Aggregate
    value of Borrower’s consolidated net billed accounts receivable, determined according to GAAP	 	$	 
	 	 	 	 	 
	C.	Quick
    Assets (the sum of lines A and B)	 	$	 
	 	 	 	 	 
	D.	Aggregate
    value of all Obligations of Borrower to Bank	 	$	 
	 	 	 	 	 
	E.	Aggregate
    value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet,
    including all Indebtedness, not otherwise reflected in line D above, that matures within one (1) year but excluding intercompany
    payables and statutory severance required in Israel	 	$	 
	 	 	 	 	 
	F.	Current
    Liabilities (the sum of lines D and E)	 	$	 
	 	 	 	 	 
	G.	Aggregate
    value of current portion of all amounts received or invoiced by Borrower in advance of performance under contracts and not
    yet recognized as revenue	 	$	 
	 	 	 	 	 
	H.	Line
    F minus G	 	$	 
	 	 	 	 	 
	I.	Adjusted
    Quick Ratio (line C divided by line H)	 	 	 


 


Is line I
equal to or greater than 1.00:1:00?


 


	_____
    No, not in compliance	______
    Yes, in compliance





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