Exhibit 10.1


 


	 	 	 



 


CREDIT AGREEMENT



DATED AS OF DECEMBER 20, 2019,



BETWEEN



PIPER JAFFRAY COMPANIES



AND



U.S. BANK NATIONAL ASSOCIATION





	 	 	 



 






     


     


    

 


Table of Contents


 


Page


 




	ARTICLE I DEFINITIONS	1
	1.1.	Definitions	1
	1.2.	Computation of Time Periods	15
	1.3.	Accounting	15
	1.4.	Other Definitional Terms; Interpretative Provisions	16
	1.5.	Divisions	16
	 	 	 
	ARTICLE II THE CREDITS	16
	2.1.	Loans	16
	2.2.	Required Payments; Termination	17
	2.3.	Types of Borrowings	17
	2.4.	Fees	17
	2.5.	Minimum Amount of Each Borrowing	17
	2.6.	Termination of and Reductions in Revolving Commitment; Voluntary Prepayments	17
	2.7.	Borrowing Requests; Method of Selecting Types and Interest Periods for New Borrowings	18
	2.8.	Conversion and Continuation of Outstanding Borrowings; Maximum Number of Interest Periods	18
	2.9.	Interest Rates	19
	2.10.	Rates Applicable After Event of Default	19
	2.11.	Method of Payment	19
	2.12.	Evidence of Indebtedness	19
	2.13.	Oral Notices	20
	2.14.	Interest Payment Dates; Interest and Fee Basis	20
	2.15.	Interest Rate Limitation	20
	2.16.	Judgment Currency	20
	2.17.	Extension of Facility Termination Date	21
	 	 	 
	ARTICLE III YIELD PROTECTION; TAXES	21
	3.1.	Increased Costs	21
	3.2.	Certificates for Reimbursement; Delay in Requests	22
	3.3.	Availability of Types of Borrowings; Adequacy of Interest Rate	22
	3.4.	Funding Indemnification	23
	3.5.	Taxes	24
	3.6.	Lender Statements; Survival of Indemnity	25
	3.7.	Illegality	25
	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT	25
	4.1.	Closing Date	25
	4.2.	Each Borrowing	27



 






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	ARTICLE
    V REPRESENTATIONS AND WARRANTIES	28
	5.1.	Existence and Standing	28
	5.2.	Authorization and Validity	28
	5.3.	No Conflict; Government Consents	28
	5.4.	Financial Statements	29
	5.5.	Material Adverse Change	29
	5.6.	Taxes	29
	5.7.	Litigation and Contingent Obligations	29
	5.8.	Subsidiaries	29
	5.9.	ERISA	30
	5.10.	Accuracy of Information	30
	5.11.	Material Agreements	30
	5.12.	Compliance with Laws	30
	5.13.	Ownership of Properties	30
	5.14.	Plan Assets; Prohibited Transactions	30
	5.15.	Investment Company Act	30
	5.16.	Insurance	30
	5.17.	Solvency	31
	5.18.	No Default	31
	5.19.	Anti-Corruption Laws; Sanctions	31
	5.20.	Force Majeure	31
	5.21.	Labor Matters	31
	5.22.	Margin Regulation	32
	5.23.	Broker-Dealer	32
	 	 	 
	ARTICLE
    VI AFFIRMATIVE COVENANTS	33
	6.1.	Financial Reporting	33
	6.2.	Use of Proceeds	34
	6.3.	Notice of Material Events	34
	6.4.	Conduct of Business	35
	6.5.	Payment of Taxes and Obligations	36
	6.6.	Insurance	36
	6.7.	Compliance with Laws and Material Contractual Obligations	36
	6.8.	Maintenance of Properties	36
	6.9.	Books and Records; Inspection	36
	6.10.	Further Assurances	37
	6.11.	Anti-Money Laundering Compliance	37
	6.12.	Registration Status	37
	 	 	 
	ARTICLE
    VII NEGATIVE COVENANTS	37
	7.1.	Indebtedness	37
	7.2.	Fundamental Changes	39
	7.3.	Sale of Property	39
	7.4.	Investments	39



 






     


     


    

 


	7.5.	Acquisitions	40
	7.6.	Liens	40
	7.7.	Restricted Payments	42
	7.8.	Transactions with Affiliates	42
	7.9.	Restrictive Agreements	42
	7.10.	Accounting Changes, etc.	42
	7.11.	Financial Covenants	43
	 	 	 
	ARTICLE
    VIII DEFAULTS AND REMEDIES	43
	8.1.	Events of Default	43
	8.2.	Acceleration; Remedies	45
	8.3.	Preservation of Rights	45
	 	 	 
	ARTICLE
    IX MISCELLANEOUS	46
	9.1.	Notice; Effectiveness; Electronic Communication	46
	9.2.	Amendments and Waivers	46
	9.3.	Expenses; Indemnity; Damage Waiver	47
	9.4.	Successors and Assigns	48
	9.5.	Setoff	49
	9.6.	Payments Set Aside	49
	9.7.	Survival	49
	9.8.	Governmental Regulation	49
	9.9.	Headings	49
	9.10.	Entire Agreement	50
	9.11.	Severability of Provisions	50
	9.12.	Treatment of Certain Information; Confidentiality	50
	9.13.	No Advisory or Fiduciary Responsibility	51
	9.14.	PATRIOT Act	51
	9.15.	Communication by Cellular Phone or Other Wireless Device	51
	9.16.	Counterparts; Effectiveness	52
	9.17.	Electronic Execution of Assignments; Electronic Records	52
	9.18.	Governing Law	52
	9.19.	Jurisdiction	52
	9.20.	Waiver of Venue	53
	9.21.	Service of Process	53
	9.22.	WAIVER OF JURY TRIAL	53


 






     


     


    

 


	SCHEDULES	 	 
	 	 	 
	SCHEDULE 5.8	 	Subsidiaries
	SCHEDULE 7.1	 	Indebtedness
	SCHEDULE 7.4	 	Investments
	SCHEDULE 7.6	 	Liens
	 	 	 
	 	 	 
	EXHIBITS	 	 
	 	 	 
	EXHIBIT A	 	Form of Compliance Certificate
	EXHIBIT B	 	Form of Note
	EXHIBIT C	 	Form of Borrowing Notice
	EXHIBIT D	 	Form of Continuation/Conversion Notice
	EXHIBIT E	 	Form of Prepayment Notice




 






     


     


    

 


CREDIT AGREEMENT


 


This Credit Agreement,
dated as of December 20, 2019, is between Piper Jaffray Companies, a Delaware corporation (the “Borrower”) and
U.S. Bank National Association, a national banking association (the “Lender”). The parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


1.1.           
Definitions. As used in this Agreement:


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which the Borrower or
any of its Subsidiaries (a) acquires any going-concern business or all or substantially all of the assets of any firm, corporation,
limited liability company or partnership, or division thereof, whether through purchase of assets, merger or otherwise or (b) directly
or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in
number of votes) of the outstanding Equity Interests of a corporation that have ordinary voting power for the election of directors
(other than Equity Interests having such power only by reason of the happening of a contingency) or a majority (by percentage or
voting power) of the outstanding Equity Interests of a partnership or limited liability company.


 


“Adjusted
Assets” is a non-GAAP financial measure that means Consolidated Total Assets reduced by assets such as goodwill and intangible
assets, right-of-use lease assets and amounts attributed to noncontrolling interests. To the extent that GAAP changes in the future,
similar type asset reductions may be needed to address new categories of assets that are not currently in the definition of Consolidated
Total Assets.


 


“Adjusted
Leverage Ratio” means Adjusted Assets divided by Tangible Common Shareholder’s Equity as reported in the Borrower’s
quarterly report on form 10-Q (including the form 10-Q filed for the quarter ended September 30, 2019) or the annual report on
form 10-K.


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person,
including, without limitation, such Person’s Subsidiaries. A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of Equity Interests of the controlled Person or possesses, directly or indirectly, the power
to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Equity Interests,
by contract or otherwise.


 


“Agreement”
means this Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Anti-Corruption
Laws” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and any
other anti-corruption law applicable to the Borrower and its Subsidiaries.


 


“Applicable
Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.


 






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“Applicable
Fee Rate” means 0.25%.


 


“Applicable
Margin” means (i) 2.00% in the case of a Eurocurrency Borrowing and (ii) 1.00% in the case of a Base Rate Borrowing.


 


“Article”
means an article of this Agreement unless another document is specifically referenced.


 


“Authorized
Officer” means any of the chairman, chief executive officer, president, chief legal officer, chief financial officer,
chief operating officer or treasurer of the Borrower, acting singly, or any other officer having substantially the same authority
and responsibility.


 


“Available
Revolving Commitment” means, at any time, the Revolving Commitment Amount then in effect minus the Revolving Exposure
at such time.


 


“Base Rate”
means, for any day, a rate per annum equal to (a) the greater of (i) zero and (ii) the Prime Rate for such day plus (b) the Applicable
Margin.


 


“Base Rate
Borrowing” means a Borrowing that, except as otherwise provided in Section 2.10, bears interest at the Base Rate.


 


“Base Rate
Loan” means a Loan that, except as otherwise provided in Section 2.10, bears interest at the Base Rate.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Board”
means the Board of Governors of the Federal Reserve System.


 


“Borrower”
is defined in the opening paragraph hereof.


 


“Borrowing”
means an advance of Loan proceeds hereunder as to which one of the available interest options and, if pertinent, an Interest Period,
is applicable. A Borrowing may be a Base Rate Borrowing or a Eurocurrency Borrowing.


 


“Borrowing
Date” means a date on which a Borrowing is made.


 


“Borrowing
Notice” is defined in Section 2.7.


 


“Broker-Dealer
Subsidiary” mean any Subsidiary of the Borrower that is registered with the SEC (or comparable agency in any applicable
non-U.S. jurisdiction) as a broker-dealer.


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks generally are open in St. Louis, Missouri and Minneapolis,
Minnesota for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made
on the Fedwire system.


 






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“Capital Expenditures”
means, with reference to any period, without duplication, any expenditures for purchase or other acquisition of any Property that
would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in
accordance with GAAP, calculated on a consolidated basis for such period.


 


“Capitalized
Lease” of a Person means any lease of Property by such Person as lessee that would be reflected as a finance lease on
a balance sheet of such Person prepared in accordance with GAAP.


 


“Capitalized
Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases that would
be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.


 


“Cash Equivalent
Investments” means (a) short-term obligations of, or fully guaranteed by, the United States of America, (b) commercial
paper rated A-1 or better by S&P or P-1 or better by Moody’s, (c) demand deposit accounts maintained in the ordinary
course of business, (d) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $500,000,000, in each case which provide for payment of both principal and interest (and
not principal alone or interest alone) and are not subject to any contingency regarding the payment of principal or interest and
(e) shares of money market mutual funds that are rated at least AAAm or AAAG by S&P or P-1 or better by Moody’s.


 


“Cash Management
Services” means any banking services that are provided to the Borrower or any Subsidiary by the Lender, including without
limitation: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) stored value cards,
(f) freight payable transactions, (g) automated clearing house or wire transfer services, or (h) treasury management, including
controlled disbursement, consolidated account, lockbox, overdraft, return items, sweep and interstate depository network services.


 


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


 






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“Change
of Control” means (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial
ownership (within the meaning of Rule 13d-3 of the U.S. Securities and Exchange Commission under the Securities Exchange Act
of 1934) of 50% or more of the outstanding shares of voting Equity Interests of the Borrower on a fully diluted basis; or (b)
within any 12-month period, occupation of a majority of the seats (other than vacant seats) on the board of directors of the
Borrower by Persons who were neither (i) members of the board of directors of the Borrower as of the Closing Date, nor (ii)
nominated by the board of directors of the Borrower, nor (iii) appointed or approved by directors so nominated.


 


“Closing Date”
means the first date on which the conditions in Section 4.1 are satisfied.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.).


 


“Commitment
Fee” is defined in Section 2.4.


 


“Compliance
Certificate” means a compliance certificate in substantially the form of Exhibit A.


 


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


 


“Constituent Documents”
means, with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation,
bylaws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating
agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence,
organization or management or concerning the disposition of Equity Interests of such Person or voting rights among such Person’s
owners.


 


“Consolidated
EBITDA” means, for any period, (a) the Consolidated Net Income for such period plus (b) to the extent deducted
in determining such Consolidated Net Income for such period, the sum of the following for such period: (i) Consolidated Interest
Expense for such period, (ii) income tax expense for such period, (iii) depreciation and amortization for such period and (iv)
the aggregate amount of extraordinary, non-operating or non-cash charges for such period and minus, without duplication,
(c) the aggregate amount of extraordinary, non-operating or non-cash income during such period.


 


“Consolidated
Fixed Charges” means, with respect to any period, the sum of (i) Consolidated Interest Expense for such period plus
(ii) Lease Rentals for such period.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, the total amount of Indebtedness of the Borrower and its
Subsidiaries payable one year or more from the date of its creation, including the current portion thereof.


 


“Consolidated
Interest Expense” means, for any period, the gross interest expense of the Borrower and its Subsidiaries on Consolidated
Funded Indebtedness deducted in the calculation of Consolidated Net Income for such period, determined on a consolidated basis
in accordance with GAAP.


 






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“Consolidated
Net Income” means, for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Shareholder’s
Equity” means the consolidated shareholder’s equity of the Borrower and its Subsidiaries, as defined according
to GAAP.


 


“Consolidated Total Assets”
means the total assets of the Borrower and its Subsidiaries on a consolidated basis, as defined according to GAAP.


 


“Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by which such Person (a) assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon,
the obligation or liability of any other Person, (b) agrees to maintain the net worth or working capital or other financial condition
of any other Person, or (c) otherwise assures any creditor of such other Person against loss, including, without limitation, any
comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership
with respect to the liabilities of the partnership.


 


“Conversion/Continuation
Notice” is defined in Section 2.8.


 


“Default”
means an event that with the lapse of time or the giving of notice, or both, would be an Event of Default.


 


“Deposits”
is defined in Section 9.5.


 


“Dollar”
and “$” mean the lawful currency of the United States of America.


 


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


 


“Equity Interests”
means all shares, interests or other equivalents, however designated, of or in a corporation, limited liability company, or partnership,
whether or not voting, including but not limited to common stock, member interests, partnership interests, warrants, preferred
stock, convertible debentures, and all agreements, instruments and documents convertible, in whole or in part, into any one or
more of the foregoing.


 


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


 


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


 


“ERISA
Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure
with respect to any Plan to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 303 of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower
or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the
receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention
to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Borrower or any of its ERISA
Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon
the Borrower or any of its ERISA Affiliates of withdrawal liability under Section 4201 of ERISA or a determination that a
Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.


 






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“Eurocurrency
Borrowing” means a Borrowing that, except as otherwise provided in Section 2.10, bears interest at the applicable Eurocurrency
Rate.


 


“Eurocurrency
Loan” means a Loan that, except as otherwise provided in Section 2.10, bears interest at the applicable Eurocurrency
Rate.


 


“Eurocurrency
Rate” means, with respect to a Eurocurrency Borrowing for the relevant Interest Period, the sum of (a) the Applicable
Margin and (b) greater of (i) zero and (ii) the applicable interest settlement rate for deposits in Dollar LIBOR administered by
ICE Benchmark Administration (or any other Person that takes over the administration of such rate) quoted by the Lender from Reuters
Screen LIBOR01 Page or any successor thereto which may be designated by the Lender as provided below (which shall be the LIBOR
rate in effect two New York Banking Days before the commencement of the Borrowing), adjusted for any reserve requirement and any
subsequent costs arising from a change in government regulation. Subject to Section 3.3(b), if the rate index described above shall
become unavailable or shall cease to exist, the Lender may, in its discretion, designate a successor to the interest rate described
above (which may include a successor index and a spread adjustment).


 


“Event of
Default” is defined in Article VIII.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation with respect to a Lender-Provided Swap if,
and only to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security
interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any
rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof),
including by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant
of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement
governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps
for which such guarantee or security interest is or becomes illegal.


 






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“Excluded
Taxes” means any of the following Taxes imposed on or with respect to the Lender or required to be withheld or deducted
from a payment to the Lender: Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (a) imposed as a result of the Lender being organized under the laws of, or having its principal office or
its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that
are Other Connection Taxes.


 


“Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically referenced.


 


“Extension
Date” is defined in Section 2.17.


 


“Facility
Termination Date” means December 20, 2022, as may be extended pursuant to Section 2.17, or any earlier date on which
the Revolving Commitment Amount is reduced to zero or the Revolving Commitment is otherwise terminated pursuant to the terms hereof.


 


“Fee Letter”
is defined in Section 4.1(a)(iii).


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc. or any other self-regulatory body which succeeds to the functions of the
Financial Industry Regulatory Authority, Inc.


 


“FOCUS Report”
means each Financial and Operational Combined Uniform Single Report (FOCUS) (SEC Form X-17A-5) completed and executed by Piper
Jaffray & Co. and filed with the SEC.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States, applied in a manner consistent
with that used in preparing the financial statements referred to in Section 5.4, subject to Section 1.3.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with
setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the
Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of
the foregoing).


 


“Guarantor”
means each Person that is a party to a Guaranty entered into pursuant to Section 6.10, and their respective successors and assigns.


 


“Guaranty”
means each Guaranty executed by any of the Loan Parties in favor of the Lender.


 






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“Indebtedness”
of a Person means, without duplication, such Person’s (a) obligations for borrowed money (including the Obligations
under this Agreement and the other Loan Documents), (b) obligations representing the deferred purchase price of Property or
services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms
customary in the trade), (c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or
production from Property now or hereafter owned or acquired by such Person, (d) obligations evidenced by notes, acceptances,
or other instruments, (e) obligations to purchase securities or other Property arising out of or in connection with the sale
of the same or substantially similar securities or Property, (f) Capitalized Lease Obligations, (g) obligations as an account
party with respect to standby and commercial letters of credit, (h) Contingent Obligations, (i) Swap Obligations after giving
effect to any applicable netting provisions, and (j) any other obligation for borrowed money or other financial accommodation
that in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person.


 


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


 


“Indemnitee”
means each of the Lender and its Related Parties.


 


“Information”
is defined in Section 9.12.


 


“Interest
Differential” is defined in Section 3.4.


 


“Interest
Period” means, with respect to a Eurocurrency Borrowing, the period commencing on the date of the applicable Eurocurrency
Borrowing and ending on the numerically corresponding day thereafter that matches the interest rate term selected by the Borrower
(which shall be a period of one (1) week, one (1) month, two (2) months, three (3) months or six (6) months (or such other period
agreed upon in writing by the Borrower and the Lender)) commencing on a Business Day selected by the Borrower pursuant to this
Agreement and ending on the day which (x) with respect to a one-week Interest Period, corresponds to such date one week thereafter
(or such other period agreed upon in writing by the Borrower and the Lender) and (y) with respect to each other Interest Period,
corresponds numerically to such date one (1) month, two (2) months, three (3) months or six (6) months thereafter (or such other
period agreed upon in writing by the Borrower and the Lender), provided that


 


(a)              
if any Interest Period would otherwise end on a day which is not a New York Banking Day, then the Interest Period shall
end on the next succeeding New York Banking Day unless the next succeeding New York Banking Day falls in another calendar month,
in which case the Interest Period shall end on the immediately preceding New York Banking Day;


 


(b)              
if any Interest Period begins on the last New York Banking Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period), then the Interest Period shall end on the last New
York Banking Day of the calendar month at the end of such Interest Period; and


 


(c)              
no Interest Period may extend beyond the Facility Termination Date, and if the Interest Period should happen to extend beyond
the Facility Termination Date, such Borrowing must be prepaid on the Facility Termination Date.


 






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“Investment”
of a Person means (a) any loan, advance (other than commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on
terms customary in the trade) or contribution of capital by such Person; (b) Equity Interests, bonds, mutual funds, notes, debentures
or other securities (including warrants or options to purchase securities) owned by such Person; (c) any deposit accounts and certificates
of deposit owned by such Person; and (d) structured notes, derivative financial instruments and other similar instruments
or contracts owned by such Person.


 


“Law”
means, collectively, all international, foreign, federal, state, provincial, and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof
by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all administrative orders,
directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


 


“Lease Rentals”
means, for any period, the aggregate amount of rental or operating lease expenses payable by the Borrower and its Subsidiaries
with respect to leases of real and personal property (excluding Capitalized Lease Obligations) determined on a consolidated basis
in accordance with GAAP.


 


“Lender”
is defined in the opening paragraph hereof.


 


“Lender-Provided
Swap” means a Swap provided to the Borrower or any Subsidiary by the Lender or any Affiliate thereof.


 


“Lien”
means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a
vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).


 


“Loan”
means a loan made pursuant to Section 2.1 (or any conversion or continuation thereof).


 


“Loan Documents”
means this Agreement, the Guaranty, the Note, the Fee Letter and any other document or agreement, now or in the future, executed
by any Person for the benefit of the Lender in connection with this Agreement.


 


“Loan Parties”
means, individually or collectively, the Borrower and the Guarantors.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets or properties of the Borrower and
its Subsidiaries taken as a whole.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, Property, liabilities (actual and
contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and its
Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform its obligations under the Loan Documents to which
it is a party, or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of the
Lender under the Loan Documents.


 






    9


     


    

 


“Material
Domestic Subsidiary” means any Domestic Subsidiary of the Borrower, designated as such by the Borrower, (i) the total
assets of which, determined in accordance with GAAP as of any date, exceed ten percent (10%) of the Consolidated Total Assets of
the Borrower as of such date, and (iii) the total operating income of which, determined in accordance with GAAP as of any date,
exceeds ten percent (10%) of the Consolidated Net Income of the Borrower as of such date; provided, for the avoidance of doubt,
at no time shall a Regulated Subsidiary constitute a Material Domestic Subsidiary.


 


“Material
Indebtedness” means Indebtedness of the Borrower or any Subsidiary in an outstanding principal amount of $10,000,000
or more in the aggregate (or the equivalent thereof in any currency other than Dollars). For purposes of this definition, the principal
amount of the obligations of the Borrower or any Subsidiary in respect of any Swap Obligation at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such
Swap Obligation were terminated at such time.


 


“Material
Indebtedness Agreement” means any agreement under which any Material Indebtedness was created or is governed or that
provides for the incurrence of Indebtedness in an amount that would constitute Material Indebtedness (whether or not an amount
of Indebtedness constituting Material Indebtedness is outstanding thereunder).


 


“Maximum Rate”
is defined in Section 2.15.


 


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


 


“Multiemployer
Plan” means a Plan that constitutes a “multiemployer plan” within the meaning of Section 3(37) of ERISA.


 


“New York
Banking Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York,
New York.


 


“Note”
means the promissory note of the Borrower in the form of Exhibit B.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all obligations in connection with Cash Management
Services, all obligations in connection with Lender-Provided Swaps, all accrued and unpaid fees, and all expenses, reimbursements,
indemnities and other obligations of any Loan Party to any Indemnitee arising under the Loan Documents (including interest and
fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding); provided that “Obligations” excludes all Excluded Swap Obligations.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.


 






    10


     


    

 


“Operating
Cash Flow” means, for any period, (a) Consolidated EBITDA for such period plus (b) Lease Rentals for such period
minus (c) Capital Expenditures to replace existing equipment, income tax expense and dividends paid for such period.


 


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


 


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


 


“Participant”
is defined in Section 9.4(c).


 


“PATRIOT Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment Date”
means the first day of each month, or, if such day is not a Business Day, the immediately succeeding Business Day.


 


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


 


“Permitted
Acquisition” means any Acquisition made by the Borrower or any Subsidiary as to which each of the following conditions
has been satisfied:


 


(a)              
as of the date of the consummation of such Acquisition, no Default or Event of Default has occurred and is continuing or
would result after giving effect to such Acquisition;


 


(b)              
such Acquisition is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement that has been (if
required by the governing documents of the seller or entity to be acquired) approved by the board of directors or other applicable
governing body of the seller or entity to be acquired, and no material challenge to such Acquisition (excluding the exercise of
appraisal rights) shall be pending or threatened by any shareholder or director of the seller or entity to be acquired;


 


(c)              
the business to be acquired in such Acquisition is in the same line of business as the Borrower’s or a line of business
incidental thereto;


 


(d)              
as of the date of the consummation of such Acquisition, all material approvals required in connection therewith have been
obtained; and


 


(e)               the
Borrower has furnished to the Lender a certificate demonstrating in reasonable detail pro forma compliance with Section 7.11
for such period, in each case, calculated as if such Acquisition, including the consideration therefor, had been
consummated on the first day of such period.


 






    11


     


    

 



 


A Permitted
Acquisition shall also include a transaction (whether a merger or sale or transfer of control or ownership) that represents solely
a “corporate reorganization” involving any entity (including banks or trust companies) that, both preceding and following
the transaction, is lawfully controlled and operated, directly or indirectly, by Borrower, and the transaction does not involve
the acquisition of additional voting shares of an entity that, prior to the transaction, was less than majority owned, directly
or indirectly, by Borrower; provided, (a) such corporate reorganization that constitutes a Permitted Acquisition does not
need to comply with subsections (b) through (d) of the preceding sentence.


 


“Permitted
Liens” means the Liens permitted pursuant to Section 7.6.


 


“Person”
means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust
or other entity or organization, or any Governmental Authority.


 


“Plan”
means an employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code or Section 302 of ERISA as to which the Borrower or any ERISA Affiliate may have any liability.


 


“Prime Rate”
means a rate per annum equal to the prime rate announced by the Lender from time to time, changing as and when such rate changes.
The prime rate is not necessarily the lowest rate charged to any customer. Notwithstanding anything herein to the contrary, if
the Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Property”
of a Person means all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.


 


“Regulated
Subsidiary” means any Subsidiary of the Borrower whose activities are supervised or regulated by a Governmental Authority,
including, but not limited to, (a) a bank holding company, (b) a depository institution, or (c) (i)  a broker or dealer
that is registered under the Securities Exchange Act of 1934; (ii)  a registered investment adviser, properly registered
by or on behalf of either the SEC or any State, with respect to the investment advisory activities of such investment adviser and
activities incidental to such investment advisory activities; (iii) an investment company that is registered under the Investment
Company Act of 1940; (iv) an insurance company, with respect to insurance activities of the insurance company and activities
incidental to such insurance activities, that is subject to supervision by a state insurance regulator; or (v) an entity that
is subject to regulation by the Commodity Futures Trading Commission, with respect to the commodities activities of such entity
and activities incidental to such commodities activities.


 


“Regulation
U” means Regulation U of the Board or any other regulation or official interpretation of the Board relating to the extension
of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.


 






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“Regulatory
Net Capital” means the Regulatory Net Capital of Piper Jaffray & Co. as shown on its monthly FOCUS Report.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, members, employees, agents,
trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, Equity Interests, or other Property) with respect
to any Equity Interest in the Borrower or any Subsidiary, or any payment (whether in cash, Equity Interests, or other Property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any
such Equity Interest in the Borrower or any Subsidiary.


 


“Revolving
Commitment” means the obligation, if any, of the Lender to make Loans to the Borrower in an aggregate principal amount
outstanding at any time not to exceed the Revolving Commitment Amount upon the terms and subject to the conditions and limitations
of this Agreement.


 


“Revolving
Commitment Amount” means $50,000,000, as such amount may be modified (a) pursuant to Section 2.6 or (b) otherwise
from time to time pursuant to the terms hereof.


 


“Revolving
Exposure” means, at any time, the sum of the aggregate principal amount of the Loans outstanding at such time.


 


“Rule 15c3-3”
means Rule 15c3-3 of the General Rules and Regulations as promulgated by the SEC under the Securities Exchange Act of 1934, as
such rule may be amended from time to time, or any rule or regulation of the SEC that replaces Rule 15c3-3.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc.


 


“Sanctions”
means sanctions administered or enforced from time to time by the U.S. government, including those administered by OFAC, the U.S.
Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions
authority.


 


“Schedule”
refers to a specific schedule to this Agreement, unless another document is specifically referenced.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Section”
means a numbered section of this Agreement, unless another document is specifically referenced.


 


“Securities”
means any stocks, bonds (including loans and interests therein), instruments, or other securities, including but not limited to
all items included in either or both of the definitions of “security” contained in the Securities Act of 1933 (15 U.S.C.
§77b(1)), or in the UCC.


 






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“Subsidiary”
of a Person means any corporation, partnership, limited liability company, association, joint venture, or similar business organization
more than 50% of the outstanding Equity Interests having ordinary voting power of which at the time is owned or controlled, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. Unless
otherwise expressly provided, “Subsidiary” means a Subsidiary of the Borrower.


 


“Substantial
Portion” means, with respect to the Property of the Borrower and its Subsidiaries, Property that (i) represents more
than 10% of the consolidated assets of the Borrower and its Subsidiaries taken as a whole, and (ii) is responsible for more than
10% of the Consolidated Net Income of the Borrower and its Subsidiaries taken as a whole, in each case, as would be shown in the
consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the 12-month period ending with the
month in which such determination is made (or if financial statements have not been delivered hereunder for the first month of
the 12-month period, then the financial statements delivered hereunder for the quarter ending immediately before that month).


 


“Swap”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, fixed-price physical delivery contracts, whether or not exchange traded, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, including any agreement, contract or transaction that
constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act and (b) any and all transactions
of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement
or any other master agreement, including any such obligations or liabilities under any such master agreement.


 


“Swap Obligation”
means, with respect to any Person, any and all obligations, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Swaps and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap.


 


“Tangible
Common Shareholder’s Equity” is a non-GAAP financial measure that means Consolidated Shareholder’s Equity
reduced by assets such as goodwill and intangible assets, right-of-use lease assets and amounts attributed to noncontrolling interests.
To the extent that GAAP changes in the future, similar type asset reductions may be needed to address new categories of assets
that are not currently in the definition of Consolidated Shareholder’s Equity.


 


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


 






    14


     


    

 


“Type”
means, with respect to any Borrowing, its nature as a Base Rate Borrowing or a Eurocurrency Borrowing and with respect to a Loan,
its nature as a Base Rate Loan or a Eurocurrency Loan.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in Minnesota or any other state the laws of which are required
to be applied in connection with the issue of perfection of security interests.


 


“Wholly-Owned
Subsidiary” of a Person means any other entity of which 100% of the Equity Interests are at the time owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person.


 


The foregoing definitions
apply equally to both the singular and plural forms of the defined terms.


 


1.2.           
Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a
later specified date, unless otherwise stated the word “from” means “from and including” and the words
“to” and “until” mean “to but excluding.”


 


1.3.            Accounting.
Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP in a manner consistent with that used in preparing the
financial statements referred to in Section 5.4, except that any calculation or determination to be made on a
consolidated basis shall be made for the Borrower and all Subsidiaries, including any that are unconsolidated on the
Borrower’s audited financial statements. Notwithstanding any other provision herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made
without giving effect to (a) any election under Accounting Standards Codification Section 825-10-25 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other
liabilities of the Borrower or any Subsidiary at “fair value,” as defined therein, or (b) any treatment of
Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 470-20 (or
any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued
at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and the Borrower or the Lender so requests, the Lender and the Borrower
shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such
change, but until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such
change and the Borrower shall provide to the Lender reconciliation statements showing the difference in such calculation,
together with the delivery of monthly, quarterly and annual financial statements required hereunder. In addition,
notwithstanding any other provision herein, the definitions set forth in this Agreement and any financial
calculations required by the Loan Documents shall be computed to exclude the impact of the adoption of the lease accounting
rules as a result of Financial Accounting Standards Board Accounting Standards Codification 842 (Leases) such that the term
“Capitalized Lease” shall only include leases that would have required to be capitalized on a balance sheet of
such Person pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related
lease accounting guidance.


 






    15


     


    

 


1.4.           
Other Definitional Terms; Interpretative Provisions. The words “hereof,” “herein” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision. References to Sections, Articles,
Exhibits, and Schedules are to this Agreement unless otherwise expressly provided. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “shall”
and “will” have the same meaning as the term “must.” Unless the context otherwise clearly requires, “or”
has the inclusive meaning represented by the phrase “and/or.” All covenants, terms, definitions or other provisions
incorporated by reference to other agreements are incorporated into this Agreement as if fully set forth herein, and such incorporation
includes all necessary definitions and related provisions from such other agreements, but includes only amendments thereto agreed
to by the Lender, and survives any termination of such other agreements until the Obligations are irrevocably paid in full (other
than inchoate indemnity obligations), and the Revolving Commitment is terminated. Any reference to any Law includes all statutory
and regulatory provisions consolidating, amending, replacing or interpreting such Law and, unless otherwise specified, refers to
such Law as amended, modified, supplemented, replaced, or succeeded from time to time. References to any document, instrument or
agreement (a) include all exhibits, schedules and other attachments thereto, (b) include all documents, instruments or agreements
issued or executed in replacement thereof, to the extent permitted hereby and (c) mean such document, instrument or agreement,
or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to the extent
not otherwise stated herein or prohibited hereby and in effect at any given time.


 


1.5.           
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of
any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized on the first date of its existence by the holders of its Equity Interests at such time.


 


ARTICLE II


THE CREDITS


 


2.1.           
Loans. From the Closing Date until the Facility Termination Date, the Lender agrees, on the terms and conditions
set forth in this Agreement, to make revolving loans to the Borrower in Dollars, only if, after giving effect to the making of
each such loan, the Revolving Exposure does not exceed the Revolving Commitment Amount.


 


Subject to the terms
of this Agreement, the Borrower may borrow, repay and reborrow the Loans at any time before the Facility Termination Date. Unless
previously terminated, the Revolving Commitment shall terminate on the Facility Termination Date.


 






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2.2.           
Required Payments; Termination. If at any time the
Revolving Exposure exceeds the Revolving Commitment Amount, the Borrower shall immediately make a payment on the Loans in an amount
sufficient to eliminate such excess. The Borrower shall pay in full on the Facility Termination Date the aggregate principal amount
of all Loans, all interest thereon, all fees and expenses due hereunder, and all other unpaid Obligations under
this Agreement and the other Loan Documents.


 


2.3.           
Types of Borrowings. The Borrowings may be Base Rate
Borrowings or Eurocurrency Borrowings, or a combination thereof, selected by the Borrower in accordance with Sections 2.7 and 2.8.


 


2.4.           
Fees. The Borrower shall pay to the Lender a commitment
fee (the “Commitment Fee”) at a per annum rate equal to the Applicable Fee Rate on the average daily Available
Revolving Commitment (based on the actual Available Revolving Commitment as of the end of each calendar day) from the Closing Date
until (and including) the Facility Termination Date, payable in arrears on each Payment Date and on the Facility Termination Date.


 


2.5.           
Minimum Amount of Each Borrowing. Each Eurocurrency
Borrowing shall be in the minimum amount of $100,000 and in integral multiples of $100,000, and each Base Rate Borrowing shall
be in the minimum amount of $100,000 and in integral multiples of $100,000, except
that any Base Rate Borrowing may be in the amount of the Available Revolving Commitment. At no time may there be more than
$50,000,000 Borrowings outstanding. Borrowings may be Base Rate Borrowings or Eurocurrency Borrowings, or a combination thereof,
selected by the Borrower in accordance with Sections 2.7 and 2.8.


 


2.6.           
Termination of and Reductions in Revolving Commitment; Voluntary
Prepayments.


 


(a)              
The Borrower may terminate the unused portion of the Revolving Commitment or from time to time permanently reduce the Revolving
Commitment Amount in integral multiples of $1,000,000 upon at least five Business Days’ irrevocable prior written notice
to the Lender by 11:00 a.m. (Minneapolis time) specifying the amount of any such reduction. In no event may the Revolving Commitment
Amount be reduced below the Revolving Exposure.


 


(b)              
The Borrower may from time to time prepay, without penalty or premium, all outstanding Base Rate Loans, or, in a minimum
aggregate amount of $100,000 and in integral multiples of $100,000 (or the aggregate amount of the outstanding Loans at such time),
any portion of the aggregate outstanding Base Rate Loans upon same-day notice by 11:00 a.m. (Minneapolis time) to the Lender in
the form of Exhibit E. The Borrower may from time to time prepay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Loans or any portion of the aggregate
outstanding Eurocurrency Loans upon at least two New York Banking Days’ prior written notice to the Lender by 11:00 a.m.
(Minneapolis time); provided that each such prepayment shall be in the amount of the entire principal balance of the applicable
Eurocurrency Borrowing(s).


 






    17


     


    

 


2.7.            Borrowing
Requests; Method of Selecting Types and Interest Periods for New Borrowings. The Borrower shall select the Type of
Borrowing and, in the case of each Eurocurrency Borrowing, the Interest Period applicable thereto from time to time. The
Borrower shall give the Lender irrevocable notice in the form of Exhibit C (a “Borrowing Notice”)
not later than 11:00 a.m. (Minneapolis time) on the Borrowing Date of each Base Rate Borrowing, and two New York Banking Days
before the Borrowing Date for each Eurocurrency Borrowing, specifying:


 


(a)              
the Borrowing Date, which shall be a Business Day, of such Borrowing;


 


(b)              
the amount of such Borrowing;


 


(c)              
the Type of Borrowing selected; and


 


(d)              
in the case of each Eurocurrency Borrowing, the Interest Period applicable thereto.


 


2.8.           
Conversion and Continuation of Outstanding Borrowings; Maximum
Number of Interest Periods. Base Rate Borrowings shall continue as Base Rate Borrowings unless and until such Base Rate
Borrowings are converted into Eurocurrency Borrowings pursuant to this Section 2.8 or are prepaid in accordance with Section
2.6. Each Eurocurrency Borrowing shall continue as a Eurocurrency Borrowing until the end of the then applicable Interest Period
therefor. If the Borrower does not provide a Conversion/Continuation Notice with respect to such Eurocurrency Borrowing before
the end of the applicable Interest Period, the Lender may at any time after the end of such Interest Period convert such Eurocurrency
Borrowing to a Base Rate Borrowing, but until such conversion or conversion or continuation pursuant to a Conversion/Continuation
Notice, such Eurocurrency Borrowing shall continue to accrue interest at the same rate as the interest rate in effect for such
Eurocurrency Borrowing prior to the end of the Interest Period. Subject to Section 2.5, the Borrower may elect from time to
time to convert all or any part of a Base Rate Borrowing into a Eurocurrency Borrowing. The Borrower shall give the Administrative
Agent irrevocable notice in the form of Exhibit D (a “Conversion/Continuation Notice”) of each conversion
of a Base Rate Borrowing into a Eurocurrency Borrowing, conversion of a Eurocurrency Borrowing to a Base Rate Borrowing, or continuation
of a Eurocurrency Borrowing not later than 10:00 a.m. (Minneapolis time) at least two Business Days before the date of the requested
conversion or continuation, specifying:


 


(a)              
the requested date, which shall be a Business Day, of such conversion or continuation;


 


(b)              
the Type of the Borrowing and whether it is to be converted or continued; and


 


(c)              
the amount of such Borrowing to be converted or continued and, in the case of a Eurocurrency Borrowing, the duration of
the Interest Period applicable thereto.


 


After giving effect
to all Borrowings, all conversions of Borrowings from one Type to another and all continuations of Borrowings of the same Type,
there shall be no more than four (4) Interest Periods in effect hereunder.


 






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2.9.            Interest
Rates. Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and
including the date such Loan is made or is automatically converted from a Eurocurrency Loan into a Base Rate Loan pursuant to
Section 2.8, to but excluding the date it is paid or is converted from a Base Rate Loan into a Eurocurrency Loan pursuant to
Section 2.8, at a rate per annum equal to the Base Rate for such day; provided that if a Base Rate Loan is due as a result of
an Event of Default or is otherwise outstanding during the continuance of an Event of Default, the Base Rate shall continue
to apply thereto plus such other amounts as required under Section 2.10. Changes in the rate of interest on each Base Rate
Borrowing will take effect simultaneously with each change in the Base Rate. Each Eurocurrency Loan shall bear interest on
the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but
excluding) the last day of such Interest Period at the Eurocurrency Rate determined by the Lender as applicable to such
Eurocurrency Loan based upon the Borrower’s selections under Sections 2.7 and 2.8 and the Applicable Margin.
The Lender’s internal records of applicable interest rates shall be determinative in the absence of manifest error. No
Interest Period may end after the Facility Termination Date.


 


2.10.       
Rates Applicable After Event of Default. Notwithstanding
anything to the contrary in Section 2.7, 2.8 or 2.9, during the continuance of a Default or Event of Default, the Lender may, at
its option, by notice to the Borrower, declare that no Borrowing may be made as, converted into or continued as a Eurocurrency
Borrowing. Notwithstanding anything to the contrary in Section 2.7, 2.8 or 2.9, during the continuance of an Event of Default,
at the option of the Lender (or, in the case of an Event of Default under Section 8.1(b), (f), or (g), automatically), the Loans
shall bear interest at the rate otherwise applicable thereto plus 2.00% per annum.


 


2.11.       
Method of Payment.


 


(a)              
All payments of the Obligations under this Agreement and the other Loan Documents
shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Lender at the Lender’s
address specified pursuant to Section 9.1 by noon (Minneapolis time) on the date when due. The Lender is hereby authorized to
charge the account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due
hereunder.


 


(b)              
Principal of the Loans is payable on the Facility Termination Date. The Borrower hereby unconditionally promises to pay
such amounts when due.


 


2.12.       
Evidence of Indebtedness.


 


(a)              
The Loans shall be evidenced by a Note payable to the Lender in a principal amount equal to the Revolving Commitment Amount
originally in effect.


 


(b)              
The Lender will also maintain accounts in which it will record (i) the amount of each Borrowing and Type thereof and the
Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from the Borrower to the Lender hereunder, and (iii) the amount of any sum received by the Lender hereunder from the Borrower.
The entries maintained in such accounts shall be prima facie
evidence of the existence and amounts of the Obligations therein recorded; provided
that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of
the Borrower to pay the Obligations in accordance with their terms.


 






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2.13.       
Oral Notices.
The Borrower hereby authorizes the Lender to extend, convert or continue Borrowings and Types
of Borrowings and to transfer funds based on oral or written requests, including Borrowing Notices and Conversion/Continuation
Notices via telephone. The Lender may rely upon, and shall incur no liability for relying upon, any oral or written request the
Lender believes to be genuine and to have been signed, sent or made by an authorized person. Upon request by the Lender, the Borrower
must promptly confirm each oral notice in writing (which may include email), authenticated by an Authorized Officer. If the written
confirmation differs in any material respect from the action taken by the Lender, the records of the Lender shall govern absent
manifest error.


 


2.14.       
Interest Payment Dates; Interest and Fee Basis. Interest
accrued on each Base Rate Loan shall be payable in arrears on each Payment Date, commencing with the first Payment Date to occur
after the Closing Date, on the date of any prepayment of such Loan (whether or not as a result of acceleration) on the amount prepaid,
and on the Facility Termination Date. Interest accrued on each Eurocurrency Loan shall be payable in arrears on the last day of
its applicable Interest Period, on the date of any prepayment of such Loan (whether or not as a result of acceleration) on the
amount prepaid, and on the Facility Termination Date. Interest accrued on each Eurocurrency Loan having an Interest Period longer
than three months shall also be payable in arrears on the last day of each three-month interval during such Interest Period. Interest
accrued pursuant to Section 2.10 is payable on demand. Interest and fees hereunder shall be calculated for actual days elapsed
on the basis of a 360-day year. Interest shall be payable for the day a Loan is made but not for the day of any payment on the
amount paid if payment is received before noon (Minneapolis time). If any payment of principal of or interest on a Loan becomes
due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.


 


2.15.       
Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts
that are treated as interest on such Loan under Applicable Law (collectively, “charges”), exceeds the maximum lawful
rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender in
accordance with Applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all charges payable
in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and charges that would have been paid
in respect of such Loan but were not paid as a result of the operation of this Section 2.15 shall be applied first to reduce the
unpaid balance of the Loans, then to reduce the principal balance of any other Indebtedness of the Borrower to the Lender, and
then to the Borrower.


 


2.16.        Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the
Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another
currency, the parties hereto agree, to the fullest extent that they can effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the Lender could purchase the specified currency with
such other currency at the Lender’s offices on the Business Day preceding that on which final, non-appealable judgment
is given. The obligations of the Borrower in respect of any sum due to the Lender hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following
receipt by the Lender of any sum adjudged to be so due in such other currency the Lender can in accordance with normal,
reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified
currency so purchased is less than the sum originally due to the Lender in the specified currency, the Borrower agrees, to
the fullest extent that it can effectively do so, as a separate obligation and notwithstanding any such judgment,
to indemnify the Lender against such loss, and if the amount of the specified currency so purchased exceeds the sum
originally due to the Lender in the specified currency, the Lender shall remit such excess to the Borrower.


 






    20


     


    

 


2.17.       
Extension of Facility Termination Date. The Borrower
may, by notice to the Lender not earlier than 60 days and not later than 30 days prior to the Facility Termination Date then in
effect hereunder (the “Extension Date”), extend the Facility Termination Date for a period of one year. The
effectiveness of the extension of the Facility Termination Date shall be conditioned only upon (a) no Default or Event of Default
occurring and continuing as of the Extension Date and after giving effect thereto, (b) the representations and warranties in this
Agreement being true and correct as of the Extension Date and after giving effect thereto, as though made on and as of such date
(or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date),
and (c) the payment of the applicable work fee set forth in the Fee Letter to the Lender, for the Lender’s own account, in
immediately available funds. For the avoidance of doubt, subject to this Section 2.17, the Lender agrees that the Borrower,
in its sole and absolute discretion, may elect to extend the Facility Termination Date.


 


ARTICLE III


YIELD PROTECTION; TAXES


 


3.1.           
Increased Costs.


 


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


 


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


 


(ii)            
subject the Lender to any Taxes (other than (A) Indemnified Taxes and (B) Connection Income Taxes) on its loans, loan principal,
letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
or


 


(iii)           
impose on the Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Loans,


 


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


 






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


 


3.2.           
Certificates for Reimbursement; Delay in Requests.
A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the
case may be, as specified in Section 3.1 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower
shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on
the part of the Lender to demand compensation pursuant to Section 3.1 shall not constitute a waiver of the Lender’s right
to demand such compensation; provided that the Borrower shall not be required to compensate the Lender pursuant to Section
3.1 for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions, and of the Lender’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive effect thereof).


 


3.3.           
Availability of Types of Borrowings; Adequacy of Interest Rate.


 


(a)              
If the Lender determines (which determination shall be conclusive absent manifest error) that


 


(i)              
deposits of a type and maturity appropriate to match fund Eurocurrency Borrowings are not available to the Lender in the
relevant market; or


 


(ii)             
the interest rate applicable to Eurocurrency Borrowings is not ascertainable or does not adequately and fairly reflect the
cost of making or maintaining Eurocurrency Borrowings,


 


then the Lender shall
suspend the availability of Eurocurrency Borrowings and require any affected Eurocurrency Borrowings to be repaid or converted
to Base Rate Borrowings, subject to the payment of any funding indemnification amounts required by Section 3.4.


 






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(b)               Notwithstanding
the foregoing, in the event the Lender determines (which determination shall be conclusive absent manifest error) that (i)
the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE
Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and
publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the
interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over
the Lender has made a public statement identifying a specific date after which such interest settlement rate shall no longer
be used for determining interest rates for loans, then the Lender and the Borrower shall seek to jointly agree upon an
alternate rate of interest to the Eurocurrency Rate that gives due consideration to the then prevailing market convention for
determining a rate of interest for comparable bank-originated commercial loans in the United States at such time, and, if
necessary, the Lender and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of
interest and such other related changes to this Agreement as may be applicable. Until an alternate rate of interest shall be
determined in accordance with this Section 3.3(b), (x) any request pursuant to Section 2.8 that requests the conversion of
any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and any such Borrowing
shall be continued as or converted to, as the case may be, a Base Rate Borrowing, and (y) if any request pursuant to Section
2.7 requests a Eurocurrency Borrowing, such Borrowing shall be made as a Base Rate Borrowing. If the alternate rate of
interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the
purposes of this Agreement.


 


3.4.           
Funding Indemnification. If


 


(a)              
any payment of a Eurocurrency Borrowing occurs on a date that is not the last day of the applicable Interest Period, whether
because of acceleration, prepayment or otherwise;


 


(b)              
a Eurocurrency Borrowing is not made on the date specified by the Borrower for any reason other than default by the Lender;


 


(c)              
a Eurocurrency Borrowing is converted other than on the last day of the Interest Period applicable thereto; or


 


(d)              
the Borrower fails to borrow, convert, continue or prepay a Eurocurrency Borrowing on the date specified in any notice delivered
pursuant hereto,


 


the Borrower shall
indemnify the Lender for the Lender’s costs, expenses and Interest Differential (as determined by the Lender) incurred
as a result of such prepayment. The term “Interest Differential” means the greater of zero and the
financial loss incurred by the Lender resulting from prepayment, calculated as the difference between the amount of interest
the Lender would have earned (from like investments as of the first day of the Interest Period) had prepayment not occurred
and the interest the Lender will actually earn (from like investments as of the date of prepayment) as a result of the
redeployment of funds from the prepayment. Because of the short-term duration of any Interest Period, the Borrower agrees
that the Interest Differential shall not be discounted to its present value. The Borrower hereby acknowledges that the
Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance accelerated or
paid before the end of the Interest Period for such Eurocurrency Borrowing, whether voluntarily, involuntarily, or otherwise,
including without limitation any principal payment required upon maturity when the Borrower has elected an Interest Period
that extends beyond the scheduled maturity date of such Loan and any principal payment required following default, demand for
payment, acceleration, collection proceedings, foreclosure, sale or other disposition of collateral, bankruptcy or other
insolvency proceedings, eminent domain, condemnation, application of insurance proceeds or otherwise. Such Interest
Differential shall at all times be an Obligation as well as an undertaking by the Borrower to the Lender whether arising out
of a voluntary or mandatory prepayment.


 






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3.5.           
Taxes.


 


(a)              
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan
Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable
Law requires the deduction or withholding of any Tax from any such payment, then the applicable Loan Party may make such deduction
or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as
necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional
sums payable under this Section 3.5) the Lender receives an amount equal to the sum it would have received had no such deduction
or withholding been made.


 


(b)             
Payment of Other Taxes by Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with Applicable Law or at the option of the Lender timely reimburse it for the payment of, any Other Taxes.


 


(c)              
Indemnification by Loan Parties. The Loan Parties shall indemnify the Lender, within 10 days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this Section 3.5) payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by the Lender shall be conclusive absent manifest error.


 


(d)              
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority
pursuant to this Section 3.5, such Loan Party shall deliver to the Lender the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Lender.


 


(e)               Treatment
of Certain Refunds. If the Lender determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 3.5 (including by the payment of
additional amounts pursuant to this Section 3.5), it shall pay to the applicable Loan Party an amount equal to such
refund (but only to the extent of indemnity payments made under this Section 3.5 with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses (including Taxes) of the Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund). Such Loan Party, upon the request of the
Lender, shall repay to the Lender the amount paid over pursuant to this Section 3.5(e) (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) if the Lender is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 3.5(e), in no event will the Lender be required to pay
any amount pursuant to this Section 3.5(e) the payment of which would place the Lender in a less favorable net after-Tax
position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had
never been paid. This Section 3.5(e) shall not be construed to require the Lender to make available its Tax returns (or
any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.


 






    24


     


    

 


(f)               
Survival. Each party’s obligations under this Section 3.5 shall survive any assignment of rights by the Lender,
the termination of the Revolving Commitment and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


3.6.           
Lender Statements; Survival of Indemnity. The Lender
give notice to the Borrower as to any amount due under Section 3.1, 3.2, 3.4 or 3.5. Such notice shall set forth in reasonable
detail the calculations upon which the Lender determined such amount and shall be final, conclusive and binding on the Borrower
in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurocurrency Borrowing
shall be calculated as though the Lender funded such Borrowing through the purchase of a deposit of the type and maturity corresponding
to the deposit used as a reference in determining the Eurocurrency Rate applicable to such Borrowing, whether or not that is in
fact the case. Unless otherwise provided herein, the Borrower shall pay the amount specified in such notice on demand.


 


3.7.           
Illegality. If the Lender determines that any Law
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable lending
office to make, maintain, or fund Loans whose interest is determined by reference to the Eurocurrency Rate, or to determine or
charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the
authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice
thereof by the Lender to the Borrower, any obligation of the Lender to make or continue Eurocurrency Borrowings or to convert Base
Rate Borrowings to Eurocurrency Borrowings shall be suspended until the Lender notifies the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from the Lender, prepay
or, if applicable, convert all Eurocurrency Borrowings to Base Rate Borrowings, either on the last day of the Interest Period therefor,
if the Lender can lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if the Lender cannot
lawfully continue to maintain such Eurocurrency Borrowings. Upon any such prepayment or conversion, the Borrower shall also pay
accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.4.


 


ARTICLE IV


CONDITIONS PRECEDENT


 


4.1.           
Closing Date. The initial Borrowing following the
Closing Date is subject to the conditions precedent, unless waived by the Lender (and the Borrower, by executing this Agreement,
shall be deemed to have certified that all such conditions precedent unless waived are satisfied on the Closing Date), that:


 






    25


     


    

 


(a)              
The Lender shall have received executed counterparts of each of the following:


 


(i)             
this Agreement;


 


(ii)             
the Note;


 


(iii)           
the letter agreement, dated as of December 20, 2019 (the “Fee Letter”), between the Borrower and the
Lender;


 


(iv)            
a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there have been no changes
in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or
analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental
entity, (B) as to the bylaws, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as
to resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of each Loan Document
to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for the Borrower from
the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization as of a recent date, to the extent
generally available in such jurisdiction and (E) the names and true signatures of the incumbent officers of the Borrower authorized
to sign the Loan Documents to which it is a party, and authorized to request a Borrowing;


 


(v)              
a certificate, signed by an Authorized Officer of the Borrower, stating that on Closing Date (A) no Default or Event of
Default has occurred and is continuing and (B) the representations and warranties in Article V are (1) with respect to
any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except
to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation
or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations
or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to
the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation
or warranty was true and correct in all material respects on and as of such earlier date; and


 


(vi)            
a written opinion of the counsel to the Borrower, addressed to the Lender and otherwise in form and substance satisfactory
to the Lender.


 


(b)              
The Lender shall have received all fees and other amounts due and payable on or before the Closing Date, including without
limitation (i) the fees specified in the Fee Letter, (ii) any other fees agreed to by the Borrower and the Lender from time to
time, and (iii), to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid
by the Borrower hereunder.


 






    26


     


    

 


(c)              
The Lender shall have received evidence in form, scope and substance reasonably satisfactory to the Lender of current insurance
coverage that complies with Section 6.6.


 


(d)              
There shall not have occurred a material adverse change in (i) the business, Property, liabilities (actual and contingent),
operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken
as a whole, since December 31, 2018, or (ii) the facts and information regarding such entities as represented by such entities
to date.


 


(e)              
The Lender shall have received evidence of all governmental, equity holder and third-party consents and approvals necessary
in connection with the contemplated financing, all applicable waiting periods shall have expired without any action being taken
by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower
and its Subsidiaries, taken as a whole, and no Law applies that in the reasonable judgment of the Lender could have such effect.


 


(f)               
No action, suit, investigation or proceeding shall be pending or, to the knowledge of any Loan Party, threatened in any
court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect
or that seeks to prevent, enjoin or delay any Borrowing.


 


(g)              
The Lender shall have received: (i) a compliance certificate substantially in the form of Exhibit A attached hereto
(which certificate may state in Section 4 thereof that the Borrower is in compliance with Section 7.11 hereof as of the Closing
Date without attaching any financial data or computations), (ii) such information as the Lender reasonably requests to confirm
the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial
statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2019, (iv) audited consolidated
financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2018, December 31, 2017, and
December 31, 2016 and (v) the most recent FOCUS Report.


 


(h)              
Upon the reasonable request of the Lender made at least 10 days before the Closing Date, the Borrower shall have provided
to the Lender the documentation and other information so requested in connection with applicable “know your customer”
and anti-money-laundering Laws, including the PATRIOT Act, in each case at least five days before the Closing Date.


 


(i)                
The Lender shall have received such other agreements, documents, instruments and certificates as are reasonably requested
by the Lender and its counsel, in form and substance reasonably satisfactory to the Lender.


 


4.2.           
Each Borrowing. The Lender shall not be required
to make any Borrowing unless on the applicable Borrowing Date:


 


(a)              
There exists no Default or Event of Default, nor would a Default or Event of Default result from such Borrowing.


 






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(b)              
The representations and warranties in Article V are (i) with respect to any representations or warranties that contain
a materiality qualifier, true and correct in all respects as of such Borrowing Date, except to the extent any such representation
or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in
all respects on and as of such earlier date and (ii) with respect to any representations or warranties that do not contain
a materiality qualifier, true and correct in all material respects as of such Borrowing Date, except to the extent any such representation
or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in
all material respects on and as of such earlier date.


 


(c)              
The Lender shall have received a Borrowing Notice in accordance with the requirements hereof.


 


Each Borrowing Notice
constitutes a representation and warranty by the Borrower that the conditions in Section 4.2(a) and (b) have been satisfied.


 


ARTICLE V


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Lender that:


 


5.1.           
Existence and Standing. Each of the Borrower and
its Subsidiaries is a corporation, partnership or limited liability company duly and properly incorporated or formed, as the case
may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction
of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business
is conducted.


 


5.2.           
Authorization and Validity. Each Loan Party has the
power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations
thereunder. The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its
obligations thereunder have been duly authorized by proper corporate, limited liability company or partnership, as applicable,
proceedings, and the Loan Documents to which each Loan Party is a party are legal, valid and binding obligations of such Loan Party
enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar Laws affecting the enforcement of creditors’ rights generally.


 


5.3.            No
Conflict; Government Consents. Neither the execution and delivery by each Loan Party of the Loan Documents to
which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions
thereof will violate (a) any Law, order, writ, judgment, injunction, decree or award binding on any Loan Party or any of its
Subsidiaries, (b) any Loan Party’s or any of its Subsidiaries’ Constituent Documents, or (c) any indenture,
instrument or agreement to which any Loan Party or any of its Subsidiaries is a party or is subject, or by which it, or its
Property, is bound, or conflict with or be a default thereunder, or result in, or require, the creation or imposition of any
Lien in, of or on the Property of any Loan Party or any of its Subsidiaries pursuant to any such indenture, instrument or
agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any
subdivision thereof, that has not been obtained is required to be obtained by any Loan Party or any of its Subsidiaries in
connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and
performance of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.


 






    28


     


    

 


5.4.           
Financial Statements. The December 31, 2018 audited
consolidated financial statements of the Borrower and its Subsidiaries, and their unaudited financial statements dated as of September
30, 2019, heretofore delivered to the Lender were prepared in accordance with Section 1.3 and fairly present in all material respects
the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results
of their operations for the period then ended.


 


5.5.           
Material Adverse Change. Since December 31, 2018,
there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the
Borrower and its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.


 


5.6.           
Taxes. The Borrower and its Subsidiaries have filed
all United States federal and state income Tax returns and all other material Tax returns required to be filed by them and have
paid all United States federal and state income Taxes and all other material Taxes due from the Borrower and its Subsidiaries,
including, without limitation, pursuant to any assessment received by the Borrower or any Subsidiary, except any Taxes that are
being contested in good faith as to which adequate reserves have been provided in accordance with GAAP and as to which no Lien
exists. No Tax Liens have been filed and no claims are being asserted with respect to any such Taxes the amount of which, individually
or in the aggregate, is Material. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect
of any Taxes or other governmental charges are adequate.


 


5.7.           
Litigation and Contingent Obligations. Except as
identified under “Legal Proceedings” in Part I, Item 3 of the Borrower’s Annual Report on Form 10-K for the year
ended December 31, 2018, and updated in subsequent reports filed with the SEC, there is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the knowledge of the Borrower or any Subsidiary, threatened against or affecting
the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect or that seeks to prevent, enjoin
or delay any Borrowing. Other than any liability incident to any litigation, arbitration or proceeding that could not reasonably
be expected to have a Material Adverse Effect, the Borrower has no material Contingent Obligations not provided for or disclosed
in the financial statements referred to in Section 5.4.


 


5.8.           
Subsidiaries. Schedule 5.8 contains an accurate
list of all Subsidiaries as of the Closing Date, setting forth their respective jurisdictions of organization and the percentage
of their respective Equity Interests owned by the Borrower or other Subsidiaries. All of the issued and outstanding Equity Interests
of such Subsidiaries have been (to the extent such concepts are relevant with respect to such Equity Interests) duly authorized
and issued and are fully paid and non-assessable.


 






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5.9.           
ERISA. With respect to each Plan, the Borrower and
all ERISA Affiliates have paid all required minimum contributions and installments on or before the due dates provided under Section
430(j) of the Code and could not reasonably be subject to a Lien under Section 430(k) of the Code or Section 303(k) or Title
IV of ERISA. Neither the Borrower nor any ERISA Affiliate has filed, pursuant to Section 412(c) of the Code or Section 302(c) of
ERISA, an application for a waiver of the minimum funding standard. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably
be expected to result in material liability.


 


5.10.       
Accuracy of Information. No information, exhibit
or report furnished by the Borrower or any Subsidiary to the Lender in connection with the negotiation of, or compliance with,
the Loan Documents, taken as a whole, contained any material misstatement of fact or omitted to state a material fact or any fact
necessary to make the statements therein not misleading.


 


5.11.       
Material Agreements. Neither the Borrower nor any
Subsidiary is a party to any agreement or instrument or subject to any charter or other restriction that could reasonably be expected
to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions in (a) any agreement to which it is a party, which default could reasonably
be expected to have a Material Adverse Effect or (b) any agreement or instrument evidencing or governing Material Indebtedness.


 


5.12.       
Compliance with Laws. The Borrower and its Subsidiaries
are in compliance in all material respects with all applicable Laws, orders and restrictions of any Governmental Authority having
jurisdiction over the conduct of their respective businesses or the ownership of their respective Property.


 


5.13.       
Ownership of Properties. The Borrower and its Subsidiaries
have good title, free of all Liens, other than Permitted Liens, to all of the Property reflected in the Borrower’s most recent
audited balance sheet referred to in Section 6.1(a).


 


5.14.       
Plan Assets; Prohibited Transactions. The Borrower
is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101, as modified by Section
3(42) of ERISA, of an employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I of ERISA or any plan (within
the meaning of Section 4975 of the Code) subject to Section 4975 of the Code, and neither the execution of this Agreement nor the
Borrowings give rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. The Borrower
is not subject to any Law substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975
of the Code.


 


5.15.       
Investment Company Act. Neither the Borrower nor
any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940 or under any other federal or state statute
or regulation which would reasonably be expected to limit its ability to incur the Obligations or which may otherwise render all
or any portion of the Obligations unenforceable.


 


5.16.       
Insurance. The Borrower maintains, and has caused
each Subsidiary to maintain, insurance in compliance with Section 6.6.


 






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5.17.       
Solvency.


 


(a)              
Immediately after the consummation of the transactions to occur on the Closing Date and immediately following any Borrowings
made on the Closing Date and after giving effect to the application of the proceeds of such Borrowings, (i) the fair value of the
assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities,
subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable
value of the Property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be
required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and
its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will
not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted
and are proposed to be conducted after the Closing Date.


 


(b)              
The Borrower does not intend to, or to permit any Subsidiary to, and does not believe that it or any Subsidiary will, incur
debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received
by it and the timing of the amounts of cash to be payable on or in respect of its Indebtedness.


 


5.18.       
No Default. No Default or Event of Default has occurred
and is continuing.


 


5.19.       
Anti-Corruption Laws; Sanctions. The Borrower, its
Subsidiaries and their respective directors, officers, and employees and, to the knowledge of the Borrower, the agents of the Borrower
and its Subsidiaries are in compliance with Anti-Corruption Laws and all applicable Sanctions in all material respects. The Borrower
and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance with Anti-Corruption
Laws and applicable Sanctions. None of the Borrower, any of its Subsidiaries or any director, officer, employee, agent, or affiliate
of the Borrower or any of its Subsidiaries is an individual or entity that is, or is 50% or more owned (individually or in the
aggregate, directly or indirectly) or controlled by individuals or entities (including any agency, political subdivision or instrumentality
of any government) that are (a) the target of any Sanctions or (b) located, organized or resident in a country or territory that
is the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea and Syria).


 


5.20.       
Force Majeure. Since the date of the most recent financial statements referred to in Section 5.4, the business and
Property of the Borrower and its Subsidiaries have not been affected in any way by any fire or other casualty, strike, lockout,
or other labor trouble, embargo, sabotage, confiscation, condemnation, riot, civil disturbance, activity of armed forces or act
of God, in any case that could reasonably be expected to have a Material Adverse Effect.


 


5.21.        Labor
Matters. There are no collective bargaining agreements or Multiemployer Plans covering the employees of any Loan Party or
any Subsidiary as of the Closing Date and neither any Loan Party nor any Subsidiary has suffered any strikes, walkouts, work
stoppages or other material labor difficulty within the last five (5) years preceding the Closing Date.


 






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5.22.       
Margin Regulation. Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets
of the Borrower and its Subsidiaries (other than any Subsidiary which is an “exempted borrower” within the meaning
of Regulation U) which are subject to any limitation on sale, pledge or other restriction hereunder.


 


5.23.       
Broker-Dealer.


 


(a)              
Each Broker-Dealer Subsidiary shall be duly registered as a broker or dealer with the SEC (or comparable agency in any applicable
non-U.S. jurisdiction) under the Securities Exchange Act of 1934 (or comparable law in any applicable non-U.S. jurisdiction), is
a member in good standing of FINRA (or comparable agency in any applicable non-U.S. jurisdiction) and such other self-regulatory
organizations of which it is required to be a member in order to conduct its business as currently conducted and is duly registered
under applicable state laws. There is no proceeding pending or threatened in writing with respect to the suspension, revocation
or termination of any such registrations and the termination or withdrawal of any such registrations is not contemplated by any
Broker-Dealer Subsidiary except as could not reasonably be expected to have a Material Adverse Effect. Each Broker-Dealer Subsidiary
is in compliance in all material respects with the applicable provisions of the Securities Exchange Act of 1934 (or comparable
law in any applicable non-U.S. jurisdiction) and all applicable rules of FINRA (or comparable agency in any applicable non-U.S.
jurisdiction) and such other self-regulatory organizations except as could not reasonably be expected to have a Material Adverse
Effect. All Persons associated with each Broker-Dealer Subsidiary required to be registered or licensed with FINRA (or comparable
agency in any applicable non-U.S. jurisdiction) or with any other self-regulatory organization or other Governmental Authority
are duly registered or licensed except where any failure to be so registered or licensed individually, or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.


 


(b)              
To the knowledge of the Borrower, no Broker-Dealer Subsidiary. nor any of their “associated persons” (as defined
in Section 3(a)(18) of the Securities Exchange Act of 1934) who are required to be registered as such, is currently subject to
a statutory disqualification as defined in Section 3(a)(39) of the Securities Exchange Act of 1934 (or comparable law in any applicable
non-U.S. jurisdiction) except for such statutory disqualifications which (i) have been waived by the SEC (or comparable agency
in any applicable non-U.S. jurisdiction), (ii) are the subject to an MC-400 or MC-400A approved by FINRA (or comparable agency
in any applicable non-U.S. jurisdiction) or (iii) could not reasonably be expected to have a Material Adverse Effect.


 


(c)              
The information contained in the currently effective Form BD (the uniform application for broker-dealer registration) of
each Broker-Dealer Subsidiary and any amendments thereto filed with the SEC and FINRA (or comparable agencies in any applicable
non-U.S. jurisdiction) by each Broker-Dealer Subsidiary, was, at the time of filing, complete and accurate in all material respects.


 






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(d)              
No Broker-Dealer Subsidiary has received a notice from the SEC, FINRA (or comparable agency in any applicable non-U.S. jurisdiction)
or any other Governmental Authority, except as could not otherwise be expected to have a Material Adverse Effect.


 


ARTICLE VI

AFFIRMATIVE COVENANTS


 


Until the Revolving
Commitment has expired or been terminated and all Obligations hereunder and under the other Loan Documents have been paid in full
(other than any contingent indemnification obligations), the Borrower covenants and agrees with the Lenders that:


 


6.1.           
Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established
and administered in accordance with GAAP, and furnish to the Lender:


 


(a)              
within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes
in accounting principles or practices reflecting changes in GAAP) audit report, with no going concern modifier, certified by independent
certified public accountants acceptable to the Lender, prepared in accordance with GAAP on a consolidated basis for itself and
its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus
statements, and a statement of cash flows, accompanied by (i) any management letter prepared by said accountants and (ii) a certificate
of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained
no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default exists,
stating the nature and status thereof;


 


(b)              
within 45 days after the close of each of the first three quarterly periods of each of its fiscal years, for itself and
its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated profit and loss and
reconciliation of surplus statements (including sufficient detail for independent calculation of the financial covenants set forth
in Section 7.11) and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter,
all certified by its chief financial officer;


 


(c)              
together with the financial statements required under Section 6.1(a) and (b), a Compliance Certificate signed by its chief
financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or
Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof;


 


(d)              
promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports, proxy
statements, and other materials so furnished;


 


(e)              
promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular
reports the Borrower or any Subsidiary files with the SEC or any other Governmental Authority, including regulatory capital reports
and, within ten (10) days after filing, copies of all monthly FOCUS Reports of Piper Jaffray & Co.;


 






    33


     


    

 


(f)                promptly,
and in any event within five (5) Business Days after receipt thereof by the Borrower or any Broker-Dealer Subsidiary,
copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable
non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding
financial or other operational results of the Borrower or any Broker-Dealer Subsidiary, in each case, that could reasonably
be expected to have a Material Adverse Effect.


 


(g)              
such other information (including non-financial information) as the Lender from time to time reasonably requests, including
information and documentation reasonably requested by the Lender for purposes of compliance with applicable “know your customer”
requirements under the PATRIOT Act or other applicable anti-money laundering Laws; and


 


(h)              
on or promptly after any time at which the Borrower or any Subsidiary becomes subject to the Beneficial Ownership Regulation,
a completed Beneficial Ownership Certification in form and substance acceptable to the Lender.


 


Any financial statement
required to be furnished pursuant to Section 6.1(a) or (b) shall be deemed to have been furnished on the date on which the Lender
receives notice that the Borrower has filed such financial statement with the SEC and is available on the EDGAR website on the
Internet at www.sec.gov or any successor government website that is freely and readily available to the Lender without
charge. The Borrower will give notice of any such filing to the Lender. Notwithstanding the foregoing, the Borrower will deliver
paper or electronic copies of any such financial statement to the Lender if the Lender requests the Borrower to furnish such paper
or electronic copies until written notice to cease delivering such paper or electronic copies is given by the Lender.


 


If any information
required to be furnished to the Lender under this Section 6.1 is required by Applicable Law to be filed by the Borrower with a
government body on an earlier date, then the information required hereunder must be furnished to the Lender at such earlier date.


 


6.2.           
Use of Proceeds. The Borrower will, and will cause
each Subsidiary to, use the proceeds of the Borrowings for general corporate purposes. The Borrower will not, and will not permit
any Subsidiary to, use any of the proceeds of the Loans to purchase or carry any “margin stock” (as defined in Regulation
U). The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other Person, (a) in furtherance of an offer, payment, promise to pay,
or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption
Laws or (b)(i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such
funding, is the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including
any Person participating in the Loans, whether as Lender, underwriter, advisor, investor, or otherwise).


 


6.3.           
Notice of Material Events. The Borrower will, and
will cause each Subsidiary to, give notice to the Lender, promptly and in any event within five days after an officer of the Borrower
obtains knowledge thereof, of the occurrence of any of the following:


 


(a)              
any Default or Event of Default;


 






    34


     


    

 





(b)              
(i) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against
or affecting the Borrower or any Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material
Adverse Effect or that seeks to prevent, enjoin or delay any Borrowings or (ii) any material adverse development in any litigation,
arbitration or governmental investigation or proceeding previously disclosed by the Borrower or any Subsidiary;


 


(c)              
with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due
dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of
ERISA, of an application for a waiver of the minimum funding standard;


 


(d)              
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably
be expected to result in material liability;


 


(e)              
any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list
of beneficial owners identified in parts (c) or (d) of such certification;


 


(f)               
any Subsidiary becoming a Material Domestic Subsidiary or a Material Domestic Subsidiary becoming organized or otherwise
acquired; and


 


(g)              
any other development, financial or otherwise, that would reasonably be expected to have a Material Adverse Effect.


 


Each notice delivered
under this Section 6.3 must be accompanied by a statement of an officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


6.4.            Conduct
of Business. The Borrower will, and will cause each Subsidiary to, (a) carry on and conduct its business in
substantially the same manner and fields of enterprise in which it is conducted on the Closing Date; provided, however,
that any Subsidiary that is not a Material Domestic Subsidiary may cease operations or otherwise wind-down operations if the
Borrower determines to do so in its reasonable business judgment (provided that (i) the total assets, determined in
accordance with GAAP, of the Subsidiaries, in the aggregate, which have ceased operations or otherwise wound-down operations
shall not exceed ten percent (10%) of the Consolidated Total Assets of the Borrower during the 12-month period ending with
the month in which such business was ceased, and (ii) the total operating income, determined in accordance with GAAP, of the
Subsidiaries, in the aggregate, which have ceased operations or otherwise wound-down operations, shall not exceed ten percent
(10%) of the Consolidated Net Income of the Borrower during the 12-month period ending with the month in which such business
was ceased), (b) do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such
concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, except through a transaction that is otherwise permitted by this Agreement,
(c) maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except
through a transaction that is otherwise permitted by this Agreement, and (d) keep in full force and effect all rights,
contracts, trademarks, trade names, patents, copyrights, licenses, permits, privileges, franchises, and other
authorizations material to the conduct of its business, except through a transaction that is otherwise permitted by this
Agreement.


 






    35


     


    

 


6.5.           
Payment of Taxes and Obligations. The Borrower will,
and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local
tax returns required by Applicable Law. The Borrower will, and will cause each Subsidiary to, pay when due all its obligations,
including without limitation Taxes upon it or its income, profits or Property, except those amounts (i) being contested in good
faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP, and (ii)
the nonpayment of which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


6.6.           
Insurance. The Borrower will, and will cause each
Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts,
subject to such deductibles and self-insurance retentions and covering such Properties and risks as is consistent with sound business
practice, and the Borrower will furnish to the Lender upon request full information as to the insurance carried.


 


6.7.           
Compliance with Laws and Material Contractual Obligations.
The Borrower will, and will cause each Subsidiary to, (a) comply in all material respects with all Laws, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject including, without limitation, all Anti-Corruption Laws and applicable
Sanctions and (b) perform in all material respects its obligations under material agreements to which it is a party. The Borrower
will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and
their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


6.8.           
Maintenance of Properties. The Borrower will, and
will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working
order and condition, ordinary wear and tear excepted, and make all repairs, renewals and replacements necessary to properly conduct
its business at all times.


 


6.9.           
Books and Records; Inspection. The Borrower will,
and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of
all dealings and transactions related to its business and activities. The Borrower will, and will cause each Subsidiary to, permit
the Lender, by its representatives and agents, at the Borrower’s expense, to inspect any of the Property, books and financial
records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of
the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and
to be advised as to the foregoing by, their respective officers at such reasonable times and intervals as the Lender designates.


 






    36


     


    

 


6.10.        Further
Assurances. As promptly as possible but in any event within 30 days (or such later date as agreed by the Lender in
its sole discretion) after a Subsidiary becomes a Material Domestic Subsidiary (or a Material Domestic Subsidiary is
organized or otherwise acquired), the Borrower will provide the Lender with written notice thereof setting forth information
in reasonable detail describing the material Property of such Subsidiary and will deliver or cause each such Subsidiary to
deliver to the Lender (i) a Guaranty (or a joinder to the Guaranty, as applicable) in a form acceptable to the Lender
pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, (ii) an updated Schedule 5.8
designating each Material Domestic Subsidiary as such, (iii) appropriate resolutions and legal opinions, and (iv) such
other documentation as the Lender reasonably requests, in each case in form and substance reasonably satisfactory to the
Lender and its counsel. Each Loan Party will, and will cause each Subsidiary to, promptly correct any ambiguity,
omission, mistake, defect, inconsistency or error discovered in any Loan Document or in the execution, acknowledgment or
recordation thereof. Notwithstanding anything herein to the contrary, if such Person would qualify as a “Regulated
Subsidiary” and has been identified by the Borrower as such in the written notice provided to the Lender under this
Section 6.10, such Person shall not be required to become a Guarantor pursuant to this Section 6.10. In addition,
notwithstanding anything herein to the contrary, neither Sandler O’Neill + Partners, L.P. nor any of its Affiliates or
Subsidiaries shall be deemed to be a Material Domestic Subsidiary hereunder.


 


6.11.       
Anti-Money Laundering Compliance. The Borrower will, and will cause each Subsidiary to, provide such information
and take such actions as are reasonably requested by the Lender to assist the Lender in maintaining compliance with anti-money
laundering Laws.


 


6.12.       
Registration Status. The Borrower shall cause each Broker-Dealer Subsidiary to maintain its (a) registration as a
registered “broker-dealer” under the Securities Exchange Act of 1934 (or comparable law in any applicable non-U.S.
jurisdiction) and under the laws of each state in which such registration is required and where a failure to maintain such registration
could be likely to have a Material Adverse Effect and (b) membership with FINRA (or comparable agency in any applicable non-U.S.
jurisdiction), except where the failure to maintain such membership could not be reasonably likely to have a Material Adverse Effect.


 


ARTICLE
VII

NEGATIVE COVENANTS


 


Until the Commitments
have expired or been terminated and all Obligations hereunder and under the other Loan Documents have been paid in full (other
than any contingent indemnification obligations), the Borrower covenants and agrees with the Lender that:


 


7.1.           
Indebtedness. The Borrower will not, and will not
permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except for:


 


(a)              
the Loans;


 


(b)              
Indebtedness existing on the Closing Date and described in Schedule 7.1 (and any renewal or extension of such
Indebtedness that does not increase the principal amount thereof);


 


(c)               Indebtedness
arising under Swaps; provided, that, (i) such Swap is (or was) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued
by such Person, and not for purposes of speculation or taking a “market view,” and (ii) such Swap does not
contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions
to the defaulting party;


 






    37


     


    

 


(d)               
Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including
Capitalized Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by
a Lien on any such assets (in each case to the extent such acquisition is otherwise permitted hereby) before the acquisition thereof
(only if such Indebtedness is incurred before or within 90 days after such acquisition or the completion of such construction or
improvements), and any renewal or extension of such Indebtedness that does not increase the principal amount thereof;


 


(e)               
Indebtedness of the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary,
subject to Section 7.4(f);


 


(f)               
guaranties by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any
other Subsidiary, subject to Section 7.4(f);


 


(g)              
Indebtedness of any Person that becomes a Subsidiary after the Closing Date in a transaction otherwise permitted hereunder,
only if (i) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation
of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of such Indebtedness does
not exceed $10,000,000 at any time outstanding;


 


(h)              
Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations,
or from guaranties or letters of credit, surety bonds or performance bonds securing the performance by a Loan Party pursuant to
such agreements, in connection with any of the transactions expressly permitted under Section 7.4 or 7.5, in each case on customary
terms and in the ordinary course of business;


 


(i)               
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business,
provided that such Indebtedness must be extinguished within five Business Days after incurrence;


 


(j)               
Indebtedness constituting marketable Securities sold under agreements to repurchase entered into in the ordinary course
of business;


 


(k)              
Indebtedness constituting (i) liabilities to customers for cash on deposit, (ii) liabilities to brokers, dealers and clearing
organizations relating to the settlement of securities transactions and (iii) monies due to counterparties under interest rate
swap transactions, in each case under clauses (i) through (iii), arising, or pursuant to transactions entered into, in the ordinary
course of business; and


 


(l)               
other Indebtedness so long as, before and after giving effect to the creation or incurrence of such Indebtedness, the Borrower
shall be in compliance with each of the financial covenants set forth in Section 7.11.


 






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7.2.           
Fundamental Changes. The Borrower will not, and will
not permit any Subsidiary to, merge or consolidate with or into any other Person, divide, or liquidate or dissolve, except that
(a) a Subsidiary may merge, consolidate, liquidate or dissolve into the Borrower (with the Borrower being the survivor thereof),
(b) a Subsidiary may merge, consolidate, liquidate or dissolve into another Subsidiary, and (c) the Borrower or any Subsidiary
may merge or consolidate with or into any Person other than the Borrower or such Subsidiary to effect a Permitted Acquisition (with
the Borrower or such Subsidiary being the survivor thereof). For the avoidance of doubt, the contemplated merger of Sandler O’Neill
+ Partners, L.P. with and into Piper Jaffray & Co., and the mergers of their respective Affiliates and Subsidiaries, shall
be permitted under this Section 7.2 and the Borrower shall promptly provide the Lender with any amendments to its charter documents
or as to its bylaws resulting from such contemplated merger.


 


7.3.           
Sale of Property. The Borrower will not, and will
not permit any Subsidiary to, lease, sell, transfer, or otherwise dispose of its Property to any other Person, except for:


 


(a)              
sales of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;


 


(b)              
the sale of equipment (i) in exchange for credit against the purchase price of similar replacement equipment or (ii) the
proceeds of which are applied with reasonable promptness to the purchase price of similar replacement equipment;


 


(c)              
any disposition of Property that, together with all other Property disposed of pursuant to this Section 7.3(c) during the
12-month period ending with the month in which such disposition occurs, does not constitute a Substantial Portion of its Property.


 


7.4.           
Investments. The Borrower will not, and will not
permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other
Investments in, Subsidiaries), or commitments therefor, or create any Subsidiary or become or remain a partner in any partnership
or joint venture, except for:


 


(a)              
Cash Equivalent Investments;


 


(b)              
Investments existing on the Closing Date (i) in Subsidiaries or (ii) described in Schedule 7.4;


 


(c)              
Investments constituting Permitted Acquisitions and any deferred or restricted compensation arrangements related thereto;


 


(d)              
advances and loans to management personnel and employees in the ordinary course of business;


 


(e)              
Swaps permitted by Section 7.1(c);


 


(f)               
Investments by the Borrower in any Subsidiary and by any Subsidiary in the Borrower or another Subsidiary;


 






    39


     


    

 





(g)              
Investments constituting Securities purchased by Broker-Dealer Subsidiaries and acquired in the ordinary course of business
and consistent with past practice;


 


(h)              
Investments in Securities to fund deferred compensation plans or non-qualified plans for employees in the ordinary course
of business and consistent with past practice;


 


(i)               
other Investments constituting variable interest entities and Investments in funds managed or advised by the Borrower or
any Subsidiary in the ordinary course of business and consistent with past practice;


 


(j)               
Investments consisting of marketable Securities purchased under agreements to resell; and


 


(k)              
other Investments in the ordinary course of business and consistent with past practice, in an aggregate principal amount
not to exceed $50,000,000 at any time outstanding.


 


7.5.           
Acquisitions. The Borrower will not, and will not
permit any Subsidiary, to make any Acquisition other than a Permitted Acquisition.


 


7.6.           
Liens. The Borrower will not, and will not permit
any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any Subsidiary, except
for:


 


(a)              
Liens for taxes, assessments or governmental charges or levies on its Property that are not at the time delinquent or thereafter
can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves
in accordance with GAAP have been set aside on its books;


 


(b)              
Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising
in the ordinary course of business that secure payment of obligations that are not more than 60 days past due or that are being
contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside
on its books;


 


(c)              
Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions,
or other social security or retirement benefits, or similar legislation;


 


(d)              
utility easements, building restrictions and such other encumbrances or charges against real property that generally exist
with respect to Properties of a similar character and do not in any material way affect the marketability of the property or interfere
with the use thereof in the business of the Borrower or its Subsidiaries;


 


(e)               Liens
arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or
similar rights and remedies as to deposit accounts, securities accounts or other funds maintained with a creditor
depository institution, only if (i) such account is not a dedicated cash collateral account and is not subject to restriction
against access by the Borrower or a Subsidiary in excess of those set forth by regulations promulgated by the Board, and (ii)
such account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution;


 






    40


     


    

 


(f)               
deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of business;


 


(g)              
judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation
or legal proceeding that are currently being contested in good faith by appropriate proceedings diligently conducted and with respect
to which adequate reserves are being maintained in accordance with GAAP;


 


(h)              
the interest or title of a lessor, sublessor or owner under any lease of real estate, equipment or facilities (including
fiber optic cable) expressly permitted under this Agreement (but not Liens, encumbrances or other exceptions to title encumbering
such interest or title, except as otherwise provided in this definition);


 


(i)               
purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of
personal property entered into in the ordinary course of business;


 


(j)               
licenses of trademarks and other intellectual property rights granted by the Borrower or a Subsidiary in the ordinary course
of business and not interfering in any respect with the ordinary conduct of the business of the Borrower or such Subsidiary;


 


(k)              
purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or
improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition,
construction or improvement of such fixed or capital assets (including Liens securing any Capitalized Lease Obligations), only
if (i) such Lien secures Indebtedness permitted by Section 7.1(d), (ii) such Lien attaches to such asset concurrently
or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does
not extend to any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets;


 


(l)               
any Lien (i) existing on any Property of any Person at the time such Person becomes a Subsidiary, (ii) existing
on any Property of any Person at the time such Person is merged with or into the Borrower or a Subsidiary, or (iii) existing
on any Property before the acquisition thereof by the Borrower or a Subsidiary, in each case pursuant to a transaction otherwise
permitted hereby, only if such Lien (x) was not created in the contemplation of any of the foregoing, (y) secures only
the obligations it secures on the date such Person becomes a Subsidiary or the date of such merger or acquisition, and (z) is
not a blanket or “all assets” Lien;


 


(m)             
Liens existing on the Closing Date and described in Schedule 7.6;


 


(n)              
Liens on Property acquired in a Permitted Acquisition, provided that such Liens extend only to the Property
so acquired and were not created in contemplation of such acquisition;


 






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(o)              
Liens in connection with Indebtedness permitted pursuant to Sections 7.1(c) and (j), and


 


(p)              
other Liens securing Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any time outstanding.


 


7.7.           
Restricted Payments. The Borrower will not, and will
not permit any Subsidiary to, make any Restricted Payment, except that


 


(a)              
any Subsidiary may declare and pay dividends or make distributions to the Borrower or to a Wholly-Owned Subsidiary of the
Borrower; and


 


(b)              
the Borrower may declare and pay dividends or make distributions or repurchases on its Equity Interests if no Default or
Event of Default exists before or after giving effect to such dividends, distributions or repurchases or would be created as a
result thereof.


 


7.8.           
Transactions with Affiliates. The Borrower will not,
and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the
reasonable requirements of the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.


 


7.9.           
Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its Property other than Permitted
Liens, or (b) the ability of any Subsidiary to (i) pay dividends or other distributions to holders of its Equity Interests,
(ii) make or repay loans or advances to the Borrower or any other Subsidiary, or (iii) guarantee Indebtedness of the Borrower or
any other Subsidiary; provided that (w) the foregoing does not apply to restrictions and conditions imposed by law
or by any Loan Document, (x) the foregoing does not apply to customary restrictions and conditions in agreements relating
to the sale of a Subsidiary pending such sale, if such restrictions and conditions apply only to the Subsidiary to be sold and
such sale is permitted hereunder, (y) clause (a) of the foregoing does not apply to restrictions or conditions imposed
by any agreement relating to secured Indebtedness permitted by this Agreement, and (z) clause (a) of the foregoing does not apply
to customary provisions in leases and other contracts restricting the assignment thereof. 


 


7.10.       
Accounting Changes, etc. The Borrower will not, and will not permit any Subsidiary to, (a) make any material change
in GAAP accounting treatment or reporting practices other than any changes or reporting practices either (i) required by GAAP
or (ii) necessary or advisable in the Borrower’s reasonable discretion to maintain compliance with GAAP or change its fiscal
year (provided, however, that any Subsidiary may change its fiscal year to match the fiscal year of the Borrower), or (b) amend,
modify or change any of its Constituent Documents in any manner materially adverse in any respect to the rights or interests of
the Lender.


 






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7.11.       
Financial Covenants.


 


(a)              
The Borrower will, at all times, cause its Wholly-Owned Subsidiary, Piper Jaffray & Co., to maintain Regulatory Net
Capital of at least $120,000,000.


 


(b)              
The Borrower will maintain, as of the end of each fiscal quarter commencing with the fiscal quarter ending December 31,
2019, an Adjusted Leverage Ratio of not more than 5.50 to 1.00.


 


(c)              
The Borrower will maintain, as of the end of each fiscal quarter, commencing with the fiscal quarter ending December 31,
2019, a ratio of Operating Cash Flow for the period commencing on the first day of the related fiscal year, through the end of
such fiscal quarter to Consolidated Fixed Charges for the period commencing on the first day of the related fiscal year, through
the end of such fiscal quarter, of at least 2.00 to 1.00.


 


ARTICLE VIII

DEFAULTS AND REMEDIES


 


8.1.           
Events of Default. The occurrence of any one or more of the following events is an Event of Default (each, an “Event
of Default”):


 


(a)              
any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary to the Lender under
or in connection with this Agreement, any other Loan Document, any Borrowing, or any certificate or information delivered in connection
with this Agreement or any other Loan Document is materially false on the date made or confirmed;


 


(b)              
nonpayment of (i) principal of any Loan when due or (ii) interest upon any Loan, any Commitment Fee, or any other obligation
under any of the Loan Documents within one Business Day after it becomes due;


 


(c)              
the breach of any of the provisions of Section 6.1, 6.2, 6.3, 6.4, 6.6, and 6.11 or Article VII;


 


(d)              
the breach (other than a breach that is an Event of Default under another clause of this Section 8.1) of any of the terms
or provisions of this Agreement or any other Loan Document that is not remedied within 30 days after the earlier of (i) the Borrower
becoming aware of such breach and (ii) the Lender notifying the Borrower of such breach;


 


(e)              
(i) failure of the Borrower or any Subsidiary to pay when due any payment (whether of principal, interest or any other amount)
in respect of any Material Indebtedness, (ii) the default (beyond any applicable grace period) by the Borrower or any Subsidiary
in the performance of any term, provision or condition in any Material Indebtedness Agreement, or any other event or condition,
that causes, or permits the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement
to cause, any portion of such Material Indebtedness to become due before its stated maturity or any commitment to lend under any
Material Indebtedness Agreement to be terminated before its stated expiration date, or (iii) any portion of Material Indebtedness
being declared due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) before the
stated maturity thereof;


 






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(f)               
the Borrower or any Subsidiary (i) has an order for relief entered with respect to it under the federal bankruptcy Laws,
(ii) makes an assignment for the benefit of creditors, (iii) applies for, seeks, consents to, or acquiesces in the appointment
of a receiver, custodian, trustee, examiner, liquidator, administrator, sequestrator or similar official for it or any Substantial
Portion of its Property, (iv) institutes any proceeding seeking an order for relief under the federal bankruptcy Laws or seeking
to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment
or composition of it or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails
to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) takes any
corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this
Section 8.1(f), (vi) fails to contest in good faith any appointment or proceeding described in this Section 8.1(f), or (vii) fails
to pay, or admits in writing its inability to pay, its debts generally as they become due;


 


(g)              
without the application, approval or consent of the Borrower or any Subsidiary, a receiver, trustee, examiner, liquidator
or similar official is appointed for the Borrower, any Subsidiary, or any Substantial Portion of its Property, or a proceeding
described in Section 7.1(f) is instituted against the Borrower or any Subsidiary, and such appointment continues undischarged
or such proceeding continues undismissed or unstayed for 30 days;


 


(h)              
any Governmental Authority condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion
of the Property of the Borrower and its Subsidiaries that, when taken together with all other Property so condemned, seized, appropriated,
or taken custody or control of, during the 12-month period ending with the month in which any such action occurs, constitutes a
Substantial Portion of its Property;


 


(i)                
the Borrower or any Subsidiary fails within 30 days to pay, obtain a stay with respect to, or otherwise discharge one or
more (i) judgments or orders for the payment of money of more than $10,000,000 (or the equivalent thereof in currencies other than
Dollars) in the aggregate, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, in each case which are not stayed on appeal or otherwise being appropriately contested
in good faith, or any action is legally taken by a judgment creditor to attach or levy upon any Property of the Borrower or any
Subsidiary to enforce any such judgment;


 


(j)                
(i) with respect to a Plan, the Borrower or an ERISA Affiliate is subject to a Lien pursuant to Section 430(k) of the Code
or Section 303(k) of ERISA or Title IV of ERISA, or (ii) an ERISA Event that, in the opinion of the Lender, when taken together
with all other ERISA Events that have occurred, could reasonably be expected to result in a liability in excess of $10,000,000;


 


(k)              
nonpayment by the Borrower or any Subsidiary of any Swap Obligation in an amount in excess of $2,000,000 when due or the
breach by the Borrower or any Subsidiary of any term, provision or condition in any Swap or any transaction of the type described
in the definition of “Swap,” whether or not the Lender or Affiliate of the Lender is a party thereto;


 


(l)                
any Change of Control shall occur;


 






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(m)            
the occurrence of any “default,” or “event of default” as defined in any Loan Document (other than
this Agreement), or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default
or breach continues beyond any period of grace therein provided;


 


(n)              
any Loan Document fails to remain in full force or effect or any action is taken to discontinue or to assert the invalidity
or unenforceability of any Guaranty, or any Guarantor fails to comply with any of the terms or provisions of any Guaranty to which
it is a party, any Guarantor repudiates or purports to revoke its Guaranty or any Guarantor otherwise denies that it has any further
liability under its Guaranty, or gives notice to such effect; or


 


(o)              
any occurrence or event that has a Material Adverse Effect.


 


8.2.           
Acceleration; Remedies.


 


(a)              
If any Event of Default described in Section 7.1(f) or (g) occurs,


 


(i)              
the obligations of the Lender to make Loans shall automatically terminate and


 


(ii)             
the Obligations under this Agreement and the other Loan Documents shall immediately become due and payable without any election
or action by the Lender.


 


(b)              
If any other Event of Default occurs, the Lender may take any or all of the following actions:


 


(i)              
terminate the Revolving Commitment; and


 


(ii)             
declare the Obligations under this Agreement and the other Loan Documents to be due and payable, whereupon the Obligations
under this Agreement and the other Loan Documents shall become immediately due and payable, without presentment, demand, protest
or notice of any kind, all of which the Borrower hereby expressly waives.


 


(c)              
Upon the occurrence and during the continuation of any Event of Default, the Lender may exercise all rights and remedies
under the Loan Documents and enforce all other rights and remedies under Applicable Law.


 


(d)              
The Lender may apply any amounts it receives on account of the Obligations to
the payment of the Obligations as the Lender decides in its sole discretion.


 


8.3.            Preservation
of Rights. No delay or omission of the Lender to exercise any right under the Loan Documents will impair such right or be
construed to be a waiver of any Event of Default or an acquiescence therein, and any Borrowing notwithstanding an Event of
Default or the inability of the Borrower to satisfy the conditions precedent to such Borrowing shall not constitute any
waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right. All remedies in the Loan Documents or afforded by Applicable Law shall be
cumulative and all shall be available to the Lender until (a) the Obligations have been irrevocably paid and performed in
full and (b) the Lender no longer has any commitment to provide any financial accommodations to the Borrower or any other
Loan Party under any Loan


 






    45


     


    

 


ARTICLE
IX

MISCELLANEOUS


 


9.1.           
Notice; Effectiveness; Electronic Communication.


 


(a)              
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in Section 9.1(b)), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:


 


(i)                
if to the Borrower, to it at Piper Jaffray Companies, 800 Nicollet Mall, Suite 900, Minneapolis, Minnesota 55402, Attention:
Kasi V. Subramanian, Facsimile: (612) 303-1316; and


 


(ii)             
if to the Lender, to it at U.S. Bank National Association, One US Bank Plaza St. Louis, 505 N 7th St, Saint Louis, Missouri
63101, Attention: Christopher Doering, Telephone: (314) 418-8303.


 


Notices sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (or, if not given during normal business hours for the recipient, at the opening of
business on the next business day for the recipient), except that notices to the Lender under Article II shall not be effective
unless and until actually received. Notices delivered through electronic communications pursuant to Section 9.1(b) shall be effective
as provided in Section 9.1(b).


 


(b)              
Electronic Communications. Notices and other communications to the Lender hereunder may be delivered or furnished
by email pursuant to procedures approved by the Lender. The Lender or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise
determines. Such determination or approval may be limited to particular notices or communications. Unless the Lender otherwise
prescribes, notices and other communications sent to an email address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return email or other written acknowledgement), or, if not sent during the normal business hours of the recipient, at the opening
of business on the next business day for the recipient.


 


(c)              
Change of Address, etc. Any party hereto may change its address or facsimile number above by notice to the
other parties hereto as provided in this Section 9.1.


 


9.2.            Amendments
and Waivers. Notwithstanding any provision to the contrary herein, no amendment, modification or waiver of any
provision of this Agreement or any other Loan Document or consent to any departure therefrom by any Loan Party shall be
effective unless in writing and signed by the Lender, and then such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given.


 






    46


     


    

 


9.3.           
Expenses; Indemnity; Damage Waiver.


 


(a)              
Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Lender and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Lender) in connection with
the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and (ii) all out-of-pocket expenses incurred by the Lender (including the fees, charges and disbursements
of any counsel for the Lender) in connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section 9.3, or (B) in connection with the Loans,
including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such
Loans.


 


(b)              
Indemnification by the Borrower. The Borrower shall indemnify each Indemnitee against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any
counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower)
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or
proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the
Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith
of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving
an act or omission of the Borrower and brought by an Indemnitee against another Indemnitee. This Section 9.3(b) does not apply
with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)               Waiver
of Consequential Damages, etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan, or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.


 






    47


     


    

 


(d)              
Payments. All amounts due under this Section 9.3 are payable promptly after demand therefor.


 


(e)              
Survival. Each party’s obligations under this Section 9.3 shall survive the termination of the Loan Documents
and payment of the obligations hereunder.


 


9.4.           
Successors and Assigns.


 


(a)              
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any other attempted
assignment or transfer by the Borrower shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in Section 9.4(c) and, to the extent expressly contemplated hereby, the Related Parties of the Lender) any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)              
Assignments by Lender. Subject to the Borrower’s prior written consent (such consent to not be unreasonably
withheld, conditioned or delayed) prior to the occurrence and continuation of an Event of Default, the Lender may at any time assign
to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the
Revolving Commitment and the Loans at the time owing to it).


 


(c)              
Participations. The Lender may at any time, without the consent of, or notice to, the Borrower, sell participations
to any Person (each, a “Participant”) in all or a portion of the Lender’s rights or obligations under
this Agreement (including all or a portion of the Revolving Commitment or the Loans); provided that (i) the Lender’s
obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the Borrower for
the performance of such obligations, and (iii) the Borrower shall continue to deal solely and directly with the Lender in
connection with this Agreement.


 


The Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4, and 3.5 (subject to the requirements
and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.4(b);
provided that such Participant shall not be entitled to receive any greater payment under Section 3.1 or 3.5, with
respect to any participation, than the Lender would have been entitled to receive, except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.5 as though it were a Lender.


 






    48


     


    

 


(d)               Certain
Pledges. The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment may release the Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for the Lender as a party hereto.


 


9.5.           
Setoff. The Borrower hereby grants the Lender a security
interest in all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether
or not collected or available) of the Borrower with the Lender or any Affiliate of the Lender (the “Deposits”)
to secure the Obligations. In addition to, and without limitation of, any rights of the Lender under Applicable Law, if the Borrower
becomes insolvent, however evidenced, or any Event of Default occurs, the Borrower authorizes the Lender and its Affiliates to
offset and apply all such Deposits toward the payment of the Obligations owing to the Lender, whether or not the Obligations, or
any part thereof, are contingent or unmatured or are owed to a branch office or Affiliate of the Lender different from the branch
office or Affiliate holding such Deposit and regardless of the existence or adequacy of any collateral, guaranty or any other security,
right or remedy available to the Lender.


 


9.6.           
Payments Set Aside. To the extent that any payment by or on behalf of any Loan Party is made to the Lender, or the
Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Law relating
to bankruptcy, insolvency, or reorganization or relief of debtors or otherwise, then to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such setoff had not occurred.


 


9.7.           
Survival. All covenants, agreements, representations
and warranties made by any Loan Party in any Loan Document or other documents delivered in connection therewith or pursuant thereto
shall be considered to have been relied upon by the Lender and shall survive the execution and delivery hereof and thereof and
the Borrowings, regardless of any investigation made by or on behalf of the Lender and notwithstanding that the Lender may have
had notice or knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect as long as any
Loan or any other Obligation remains unpaid or unsatisfied and so long as the Revolving Commitment has not expired or been terminated.
The provisions of Sections 3.1, 3.2, 3.4, 3.5, 9.3, and 9.7 shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the payment in full of the Obligations, the expiration or termination of
the Revolving Commitment or the termination of any Loan Document or any provision thereof.


 


9.8.           
Governmental Regulation. Anything in this Agreement
to the contrary notwithstanding, the Lender shall not be obligated to extend credit to the Borrower in violation of any limitation
or prohibition provided by any applicable statute or regulation.


 


9.9.           
Headings. Section headings in the Loan Documents
are for convenience of reference only and shall not govern the interpretation of any of the provisions of the Loan Documents.


 






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9.10.       
Entire Agreement. The Loan Documents embody the entire
agreement and understanding between the Borrower and the Lender and supersede all prior agreements and understandings between the
Borrower and the Lender relating to the subject matter thereof other than those in the Fee Letter entered into in connection herewith,
which shall survive and remain in full force and effect during the term of this Agreement.


 


9.11.       
Severability of Provisions. Any provision in any
Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability,
or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be
severable.


 


9.12.       
Treatment of Certain Information; Confidentiality.
The Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates
and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any
regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority,
such as the National Association of Insurance Commissioners); (c) to the extent required by Applicable Laws or by any subpoena
or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section
9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations
under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction
under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (g)
on a confidential basis to any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities
contemplated hereby; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section 9.12, or (y) becomes available to the Lender or any of its Affiliates on a nonconfidential
basis from a source other than the Borrower who did not acquire such information as a result of a breach of this Section 9.12.
In addition, the Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry and service providers to the Lender in connection with the administration of
this Agreement, the other Loan Documents, and the Revolving Commitment.


 


For purposes of
this Section 9.12, “Information” means all information received from the Borrower or any of its
Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such
information that is available to the Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its
Subsidiaries; provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information.


 






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9.13.       
No Advisory or Fiduciary Responsibility. In connection
with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that (a)(i) no fiduciary, advisory or agency relationship between the Borrower and the Lender is intended to be or has been created
in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Lender has advised
or is advising the Borrower or any Subsidiary on other matters, (ii) any services regarding this Agreement provided by the Lender
are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lender, on the
other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; and (b)(i) the Lender is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) the Lender has no obligation to the Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Lender and its Affiliates may be engaged, for their own accounts or the accounts
of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates,
and the Lender has no obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted
by Law, the Borrower hereby waives and releases any claims that it may have against the Lender with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


9.14.       
PATRIOT Act. The Lender hereby notifies the Borrower
and each other Loan Party that, pursuant to the requirements of the PATRIOT Act, it may be required to obtain, verify and record
information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information
that will allow the Lender to identify such Loan Party in accordance with the PATRIOT Act.


 


9.15.       
Communication by Cellular Phone or Other Wireless Device. By providing the Lender with
a telephone number for a cellular phone or other wireless device, including a number that the Borrower later converts to a cellular
number, the Borrower is expressly consenting to receiving communications (including but not limited to prerecorded or artificial
voice message calls, text messages, and calls made by an automatic telephone dialing system) from the Lender and the Lender’s
affiliates and agents at that number. This express consent applies to each such telephone number that the Borrower provides to
the Lender now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from
the Borrower’s cellular provider.


 






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9.16.        Counterparts;
Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Except as provided in Article IV, this Agreement shall become effective when it has been executed by the
Lender, and when the Lender has received counterparts hereof that, when taken together, bear the signatures of each of the
parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement and any other Loan Document
by facsimile or electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually
executed counterpart of this Agreement or such Loan Document.


 


9.17.       
Electronic Execution of Assignments; Electronic Records.
The words “execution,” “signed,” “signature,” and words of like import 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 or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act
(“UETA”). The Lender may, on behalf of the Borrower, create a microfilm or optical disk or other electronic
image of this Agreement and any or all of the Loan Documents. The Lender may store each such electronic image in its electronic
form and then destroy the paper original as part of the Lender’s normal business practices, with the electronic image deemed
to be an original and of the same legal effect, validity, and enforceability as the paper original. The Lender is authorized, when
appropriate, to convert any instrument into a “transferable record” under UETA, with the image of such instrument in
the Lender’s possession constituting an “authoritative copy” under UETA.


 


9.18.       
Governing Law. This Agreement and the other Loan
Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising
out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth
therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of
the State of Minnesota.


 


9.19.       
Jurisdiction. The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation
or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender
or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating
hereto or thereto, in any forum other than the courts of the State of Minnesota sitting in Hennepin County, and of the United States
District Court for the District of Minnesota, and any appellate court from any thereof, and each of the parties hereto irrevocably
and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation
or proceeding may be heard and determined in such state court or, to the fullest extent permitted by Applicable Law, in such federal
court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement
or in any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating
to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.


 






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9.20.       
Waiver of Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable
Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in Section 9.19. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


9.21.       
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices
in Section 9.1. Nothing in this Agreement shall affect the right of any party hereto to serve process in any other manner
permitted by Applicable Law.


 


9.22.       
WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF,
the Borrower and the Lender have executed this Agreement as of the date first above written.


 


	 	PIPER JAFFRAY COMPANIES
	 	 
	 	 
	 	By:	/s/ Kasi V. Subramanian
	 	Name:	Kasi V. Subramanian
	 	Title:	Treasurer
	 	 
	 	 
	 	By:	/s/ Timothy L. Carter
	 	Name:	Timothy L. Carter
	 	Title:	Chief Financial Officer
	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	 
	 	By:	/s/ Michael F. Ugliarolo
	 	Name:	Michael F. Ugliarolo
	 	Title:	Vice President