Exhibit 10.1


   


FINAL


 


TERM LOAN AGREEMENT



 


Dated as of March 9, 2016



by and among



Numerex Corp.


as the Lead Borrower,



THE OTHER PERSONS PARTY HERETO THAT ARE


DESIGNATED AS BORROWERS AND CREDIT PARTIES,




 


THE FINANCIAL INSTITUTIONS PARTY HERETO,


as Term Lenders


  


CRYSTAL FINANCIAL LLC,

as Term Agent


 


****************************************


 






    	 



    	 



    

 


TABLE OF CONTENTS





	 	 	 	 
	ARTICLE
    I. THE TERM LOANS	1
	 	 	 	 
	 	1.1	Amount
of the Term Loans; Protective Overadvances	1
	 	1.2	Evidence of
    Term Loans; Notes	2
	 	1.3	Interest	3
	 	1.4	Loan Accounts	3
	 	1.5	Optional Prepayments
    of the Term Loans	4
	 	1.6	Mandatory
    Repayments and Prepayments of the Term Loans	4
	 	1.7	Fees	6
	 	1.8	Payments by
    the Borrowers	6
	 	1.9	Return of
    Payments; Procedures	8
	 	 	 	 
	ARTICLE
    II. CONDITIONS PRECEDENT	9
	 	 	 	 
	ARTICLE
    III. REPRESENTATIONS AND WARRANTIES	12
	 	 	 	 
	 	3.1	Corporate
Existence and Power	12
	 	3.2	Corporate
    Authorization; No Contravention	12
	 	3.3	Governmental
    and Third Party Authorization	13
	 	3.4	Binding
Effect	13
	 	3.5	Litigation	13
	 	3.6	No Default	14
	 	3.7	ERISA Compliance
    and Foreign Benefit Plans	14
	 	3.8	Use of Proceeds;
    Margin Regulations	14
	 	3.9	Ownership
of Property; Liens	14
	 	3.10	Taxes	15
	 	3.11	Financial
Condition	15
	 	3.12	Environmental
    Matters	16
	 	3.13	Regulated
    Entities	17
	 	3.14	Solvency	17
	 	3.15	Labor Relations	17
	 	3.16	Intellectual
    Property	17
	 	3.17	Brokers’
    Fees; Transaction Fees	18
	 	3.18	Insurance	18
	 	3.19	Ventures,
    Subsidiaries and Affiliates; Outstanding Stock	18
	 	3.20	Jurisdiction
    of Organization; Chief Executive Office	19
	 	3.21	Locations
of Inventory, Equipment and Books and Records	19
	 	3.22	Deposit Accounts
    and Other Accounts	19
	 	3.23	Government
Contracts and Material Contracts	19
	 	3.24	Customer
and Trade Relations	19
	 	3.25	Bonding	19
	 	3.26	Full Disclosure	20
	 	3.27	Foreign
Assets Control Regulations and Anti-Money Laundering	20
	 	3.28	Patriot
Act	20
	 	3.29	Collateral
    Documents, Etc.	20
	 	3.30	Reserved	21
	 	3.31	Subordinated
Indebtedness	21


 



    	i



    	 



    




 


	 	 	 	 
	ARTICLE IV. AFFIRMATIVE COVENANTS	21
	 	 	 	 
	 	4.1	Financial Statements	21
	 	4.2	Certificates;
Other Information	22
	 	4.3	Notices	23
	 	4.4	Preservation of Corporate Existence, Etc.	25
	 	4.5	Maintenance of Property	25
	 	4.6	Insurance	26
	 	4.7	Payment of Obligations	26
	 	4.8	Compliance with Laws	27
	 	4.9	Inspection of Property and Books and Records; Field Exams and Appraisals	27
	 	4.10	Use of Proceeds	28
	 	4.11	Cash Management
Systems	28
	 	4.12	Landlord and Bailee Agreements	29
	 	4.13	Further
Assurances	29
	 	4.14	Environmental
Matters	30
	 	4.15	Leases	30
	 	4.16	Senior Ranking	31
	 	4.17	Foreign Pension Plans and Benefit Plans	31
	 	4.18	Term Agent
Board Information Rights	31
	 	4.19	Post-Closing
Covenant	31
	 	4.20	Assignment of Claims Act	31
	 	 	 	 
	ARTICLE V. NEGATIVE COVENANTS	31
	 	 	 	 
	 	5.1	Limitation on Liens	31
	 	5.2	Disposition of Assets	32
	 	5.3	Consolidations and Mergers	33
	 	5.4	Acquisitions;
Loans and Investments	33
	 	5.5	Limitation
on Indebtedness	34
	 	5.6	Employee Loans and Transactions with Affiliates	35
	 	5.7	Management Fees and Compensation	36
	 	5.8	Margin
Stock; Use of Proceeds	36
	 	5.9	Contingent Obligations	36
	 	5.10	Compliance with ERISA	37
	 	5.11	Restricted Payments	37
	 	5.12	Change
in Business	37
	 	5.13	Change
in Structure; Foreign Subsidiaries	38
	 	5.14	Changes in Accounting, Name or Jurisdiction of Organization; 	38
	 	5.15	Amendments to Subordinated Indebtedness	38
	 	5.16	No Negative Pledges	38
	 	5.17	OFAC; Patriot Act	39
	 	5.18	Sale-Leasebacks	39
	 	5.19	Hazardous
Materials	39
	 	5.20	Prepayments
of Other Indebtedness	39
	 	5.21	[Reserved]	39
	 	5.22	Guaranty Under Material Indebtedness Agreement	39
	 	5.23	Financial
Covenants	39


 






    	ii



    	 



    

 


	ARTICLE VI. EVENTS OF DEFAULT	41
	 	 	 	 
	 	6.1	Events
of Default	41
	 	6.2	Remedies	43
	 	6.3	Rights Not Exclusive	44
	 	 	 	 
	ARTICLE VII. TERM AGENT	44
	 	 	 	 
	 	7.1	Appointment
and Duties	44
	 	7.2	Binding Effect	45
	 	7.3	Use
of Discretion	45
	 	7.4	Delegation of Rights and Duties	46
	 	7.5	Reliance
and Liability	46
	 	7.6	Term
Agent Individually	48
	 	7.7	Term Lender Credit Decision	48
	 	7.8	Expenses;
Indemnities; Withholding	48
	 	7.9	Resignation	49
	 	7.10	Release of Collateral or Guarantors	50
	 	 	 	 
	ARTICLE VIII. MISCELLANEOUS	50
	 	 	 	 
	 	8.1	Amendments and Waivers	50
	 	8.2	Notices	51
	 	8.3	Electronic
Transmissions	52
	 	8.4	No Waiver; Cumulative Remedies	53
	 	8.5	Costs and Expenses	54
	 	8.6	Indemnity	54
	 	8.7	Marshaling; Payments Set Aside	55
	 	8.8	Successors
and Assigns	55
	 	8.9	Assignments and Participations; Binding Effect	55
	 	8.10	Non-Public
Information; Confidentiality	58
	 	8.11	Set-off; Sharing of Payments	59
	 	8.12	Counterparts; Facsimile Signature	60
	 	8.13	Severability	60
	 	8.14	Captions	60
	 	8.15	Independence of Provisions	60
	 	8.16	Interpretation	61
	 	8.17	No Third
Parties Benefited	61
	 	8.18	Governing Law and Jurisdiction	61
	 	8.19	Waiver
of Jury Trial	62
	 	8.20	Entire Agreement; Release; Survival	62
	 	8.21	Patriot Act	63
	 	8.22	Replacement of Term Lenders	63
	 	8.23	Creditor-Debtor
Relationship	63
	 	8.24	Actions in Concert	64
	 	 	 	 
	ARTICLE IX. TAXES, YIELD PROTECTION AND ILLEGALITY	64
	 	 	 	 
	 	9.1	Taxes	64
	 	9.2	Increased Costs and Reduction of Return	66
	 	9.3	Certificates
of Term Lenders	67


 



    	iii



    	 



    




 


	ARTICLE X. DEFINITIONS	67
	 	 	 	 
	 	10.1	Defined Terms	67
	 	10.2	Other Interpretive Provisions	88
	 	10.3	Accounting
Terms and Principles	89
	 	10.4	Payments	90


 



    	iv



    	 



    




 


EXHIBITS


	 	 
	Exhibit 2.1	Closing Checklist
	Exhibit 4.2(b)	Compliance Certificate
	Exhibit 10.1(a)	Form of Assignment
	Exhibit 10.1(b)	Form of Term Note


 


SCHEDULES


	 	 
	Schedule 1.1	Term Loan A Commitments
	Schedule 3.5	Litigation
	Schedule 3.9	Ownership of Property; Liens
	Schedule 3.10	Tax Matters
	Schedule 3.15	Labor Relations
	Schedule 3.16	Intellectual Property
	Schedule 3.18	Insurance
	Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
	Schedule 3.20	Jurisdiction of Organization; Chief Executive Office
	Schedule 3.21	Locations of Inventory, Equipment and Books and Records
	Schedule 3.22	Deposit Accounts and Other Accounts
	Schedule 3.23	Government Contracts and Material Contracts
	Schedule 3.24	Customer and Trade Relations
	Schedule 3.25	Bonding
	Schedule 3.31	Subordinated Indebtedness and Subordinated Indebtedness Documents
	Schedule 4.2	Financial and Collateral Reporting
	Schedule 4.19	Post-Closing
	Schedule 5.1	Liens
	Schedule 5.4	Investments
	Schedule 5.5	Indebtedness
	Schedule 5.7	Management Fees and Compensation
	Schedule 5.9	Contingent Obligations
	Schedule 5.16	Negative Pledges



 



    	v



    	 



    




 


TERM LOAN AGREEMENT


 


This TERM LOAN AGREEMENT (including
all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”)
is entered into as of March 9, 2016, by and among Numerex Corp., a Pennsylvania corporation (the “Lead Borrower”),
the other Persons party hereto from time to time that are designated as “Borrower” (together with the Lead Borrower,
the “Borrowers”), the other Persons party hereto from time to time that are designated as a “Guarantor”
(and together with the Borrowers, the “Credit Parties”), Crystal Financial LLC, a Delaware limited liability
company (in its individual capacity, “Crystal”), as administrative agent and collateral agent (in such capacities,
the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the
“Term Lenders” and individually each a “Term Lender”) and for itself, the Term Lenders and
the other Secured Parties.


 


W I T N E S S E T H:


 


WHEREAS, the Borrowers have
requested, and the Term Lenders have agreed to make available to the Borrowers, certain Term Loan facilities to (a) repay certain
indebtedness of the Credit Parties, (b) fund certain fees and expenses associated with the consummation of the transactions contemplated
hereby, and (c) provide working capital for the Borrowers and other Credit Parties;


 


WHEREAS, the Borrowers and
the other Credit Parties desire to secure all of their Obligations under the Loan Documents by granting to the Term Agent, for
the benefit of the Secured Parties, a security interest in and Lien upon substantially all of their Property; and


 


WHEREAS, subject to the terms
hereof, each Guarantor is willing to guaranty all of the Obligations of each other Credit Party and to grant to the Term Agent,
for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of its Property;


 


NOW, THEREFORE, in consideration
of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:


 


ARTICLE
I.

THE TERM LOANS


 


1.1          Amount of the Term
Loans; Protective Overadvances.


 


(a)          Term Loan A. Subject
to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained
herein, each Term A Lender severally and not jointly agrees to make a term loan to the Borrowers (such loans, collectively, the
“Term Loan A”) on the Closing Date in an aggregate amount equal to the amount set forth opposite such Term A
Lender’s name in Schedule 1.1 under the heading “Term Loan A Commitments” (such amount being referred
to herein as such Term Lender’s “Term Loan A Commitment”). Upon each Term A Lender’s making of its
portion of the Term Loan A, the Term Loan A Commitment of such Term Lender shall be terminated in full. Any portion of the Term
Loan A repaid or prepaid may not be reborrowed.


 






    	 



    	 



    

 


(b)          Delayed Draw Term Loan
B. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit
Parties contained herein, the Lead Borrower may request that Crystal in its capacity as a Term Lender (or one of its Affiliates)
make an additional term loan to the Borrowers in an amount up to $10,000,000 (such loans, collectively, the “Term
Loan B”) after the Closing Date, provided that, (1) the Lead Borrower provides a written request for such Term Loan B
to Term Agent at least thirty (30) Business Days in advance of the requested funding date, (2) no Default or Event of Default then
exists or would arise as a result of the funding of the Term Loan B, (3) all representations and warranties made by any Credit
Party contained herein or in any other Loan Document shall be true and correct in all material respects as of such date (without
duplication of any materiality qualifier contained therein), (4) Borrowers shall have demonstrated pro forma compliance with Section
5.23 after giving effect to the funding of the Term Loan B, (5) Term Agent shall have received any fees owed to the Term Agent
and Term B Lenders pursuant to the Fee Letter or as otherwise may be agreed to between the Borrowers and Term Agent, and (6) any
such increase shall be on terms and conditions acceptable to the Term Agent, and the Credit Parties shall have entered into an
amendment to this Agreement in form and substance acceptable to the Term Agent reflecting such terms and conditions, in all cases,
in the Term Agent’s sole discretion. The Term Loan B is uncommitted and, as such, none of Crystal, the Term Agent, any Term
Lender, or any other Person shall have any obligation to approve or make the Term Loan B. When requesting the Term Loan B, the
Lead Borrower shall deliver to the Term Agent a certificate from a Responsible Officer of the Lead Borrower, in form and substance
satisfactory to the Term Agent, certifying to the above conditions precedent. The Term Loan B shall be provided solely by Crystal
(or its Affiliates) and shall otherwise be on substantially the same terms as the existing facility under this Agreement. Any portion
of the Term Loan B repaid or prepaid may not be reborrowed.


 


(c)          Protective Overadvances.
Notwithstanding anything to the contrary contained in this Agreement, the Term Agent may require the Term A Lenders to make advances
(a “Protective Overadvance”) so long as the Term Agent deems, in its sole discretion, such Protective Overadvance
necessary or desirable to preserve or protect any Collateral, or to enhance the collectability or repayment of Obligations, or
to pay any other amounts chargeable to Credit Parties under any Loan Documents, including costs, fees and expenses, in each case,
in the event that the Borrowers have failed to do so as and when due; provided, however, that the Term Agent may
not cause the Term A Lenders to make Protective Overadvances in an aggregate amount in excess of $5,000,000. If a Protective Overadvance
is made pursuant to the preceding sentence, then all Term A Lenders shall be bound to make such Protective Overadvance based upon
their Pro Rata Percentage of the Term Loan A held by such Term A Lender. All Protective Overadvances shall (i) bear interest at
the default rate under Section 1.3(c), (ii) be due and payable upon demand of the Term Agent or of the Required Lenders,
and (iii) constitute Obligations hereunder and be secured by the Collateral. Any Protective Overadvances made under this clause
(c) shall be made by the Term Agent as determined by the Term Agent in its discretion. The Term Agent shall notify the Borrowers
in writing of each such Protective Overadvance, which notice shall include a description of the purpose of such Protective Overadvance.


 


1.2          Evidence of Term
Loans; Notes.


 


The portion of the Term Loan
A or the Term Loan B, as the case may be, made by each Term Lender is evidenced by this Agreement and, if requested by such Term
Lender, a Term Note payable to such Term Lender in an amount equal to such Term Lender’s Term Loan A or Term Loan B, as the
case may be.


 






    	2



    	 



    

 


1.3          Interest.


 


(a)          Subject to Sections
1.3(c) and 1.3(d), the Term Loans shall bear interest on the outstanding principal amount thereof from the date when
made at a rate per annum equal to LIBOR plus the Applicable Margin. Each determination of an interest rate by the Term Agent
shall be conclusive and binding on the Borrowers and the Term Lenders in the absence of manifest error. All computations of fees
and interest payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. Interest
and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last
day thereof.


 


(b)          Interest on the Term Loans
shall be paid in cash in arrears on each Interest Payment Date. Accrued but unpaid interest shall also be paid in cash on the date
of any payment or prepayment of the Term Loans (on the amount so paid or prepaid) and on the Termination Date.


 


(c)          At the election of the
Term Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under Section
6.1(f) or 6.1(g) exists), the Borrowers shall pay interest (after as well as before entry of judgment thereon to the
extent permitted by law) on the Term Loans under the Loan Documents from and after the date of the occurrence of any Event of Default,
at a rate per annum which is determined by adding three percent (3.00%) per annum to the interest rate then in effect. All
such interest shall be payable on demand of the Term Agent or the Required Lenders.


 


(d)          If the Borrowers shall
at any time fail to pay interest when due, the Term Agent, in its sole discretion, may elect to add such interest to the outstanding
principal balance of the Term Loans, effective as of the due date of such interest, provided that such addition shall not
waive any related Default or Event of Default or impair the Term Agent’s and Term Lenders’ rights under this Agreement
and the other Loan Documents. Such capitalized amounts shall bear interest at the rates per annum provided for herein.


 


1.4         Loan Accounts.


 


(a)          The Term Agent, on behalf
of the Term Lenders, shall record on its books and records the amount of the Term Loans, the interest rate applicable, all payments
of principal and interest thereon and the principal balance thereof from time to time outstanding. The Term Agent shall deliver
to the Borrowers, at the reasonable request of the Borrowers, a loan statement setting forth such record for the period so requested.
Such record shall, absent manifest error, be conclusive evidence of the amount of the Term Loans made by the Term Lenders to the
Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such
loan statement shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder (and under any Term Note)
to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Term Agent or any Term Lender.


 


(b)          The Term Agent, acting
as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section
1.4(b), shall establish and maintain at its address referred to in Section 8.2 (or at such other address as the Term
Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which the Term Agent agrees to
register by book entry the interests (including any rights to receive payment hereunder) of the Term Agent and each Term Lender
in the Term Loans and any assignment of any such interest or right and (B) accounts in the Register in accordance with its usual
practice in which it shall record (1) the names and addresses of the Term Lenders (and each change thereto pursuant to Sections
8.9 and 8.22), (2) the outstanding amount of the Term Loans, (3) the amount of any principal or interest due and payable
or paid, and (4) any other payment received by the Term Agent from the Borrowers and its application to the Obligations.


 






    	3



    	 



    

 


(c)          The Credit Parties, the
Term Agent and the Term Lenders shall treat each Person whose name is recorded in the Register as a Term Lender for all purposes
of this Agreement so long as, with respect to assignments, any such assignment is recorded in accordance with Section 8.9(c).
Information contained in the Register with respect to any Term Lender shall be available for access by any Borrower during normal
business hours and from time to time upon at least one Business Day’s prior notice. No Term Lender shall, in such capacity,
have access to or be otherwise permitted to review any information in the Register other than information with respect to such
Term Lender unless otherwise agreed by the Term Agent.


 


1.5          Optional Prepayments
of the Term Loans.


 


(a)          Optional Prepayments.
The Borrowers may, upon prior notice to the Term Agent, at any time or from time to time voluntarily prepay the Term Loans in whole
or in part; provided that (i) such notice must be received by the Term Agent not later than 11:00 a.m., New York time, two
(2) Business Days’ prior to any date of prepayment of any Term Loan; and (ii) such prepayment shall be accompanied by accrued
but unpaid interest to the date of payment on the amount so prepaid and any Prepayment Premium then due pursuant to the Fee Letter.
Any amounts prepaid pursuant to this Section 1.5 in respect of the principal amount of the Term Loans shall be applied to
the principal repayment installments thereof in inverse order of maturity.


 


(b)          Notice. Once provided,
any notice of a prepayment of the Term Loans shall not thereafter be revocable by the Borrowers and the Term Agent will promptly
notify each applicable Term Lender thereof and of such Term Lender’s Pro Rata Percentage of such prepayment. The payment
amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this
Section 1.5, the Borrowers shall pay the Prepayment Premium.


 


1.6          Mandatory Repayments
and Prepayments of the Term Loans.


 


(a)          Repayments of the Term
Loans. The Borrowers shall repay to the Term Lenders in full on the Termination Date the aggregate principal amount of the
Term Loans outstanding on the Termination Date. In addition, the Borrowers shall repay to the Term Lenders the aggregate principal
amount of the Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts
shall be reduced as a result of the application of prepayments in inverse order of maturity):


 

	Date	Amount 
	 	 
	September 1, 2017	$637,500
	December 1, 2017	$637,500
	March 1, 2018	$637,500
	June 1, 2018	$637,500
	September 1, 2018	$637,500
	December 1, 2018	$637,500
	March 1, 2019	$637,500
	June 1, 2019	$637,500
	September 1, 2019	$637,500
	December 1, 2019	$637,500
	March 1, 2020	$637,500
	Termination Date	The aggregate principal amount of the Term Loans outstanding on such date


 



    	4



    	 



    

 



 


(b)          Certain Prepayment
Events. If a Credit Party shall at any time or from time to time:


 


(i)          makes a Disposition
(other than Dispositions that qualify as Permitted Dispositions under clauses (a), (c), (e), (f), and (h) of the definition of
Permitted Disposition) in excess of $250,000 in the aggregate in any calendar year; or


 


(ii)         suffers an Event of
Loss; or


 


(iii)        issues Stock (other
than Stock issued to another Credit Party and Stock or Stock Equivalents issued by a Credit Party to employees, directors, independent
contractors or consultants pursuant to any equity-based compensation plan maintained by such Credit Party or pursuant to exercises
of Stock Equivalents issued pursuant to any such plan) or issues or incurs Indebtedness (other than Indebtedness permitted by Section
5.5) or receives any dividend or distribution from any Person that is not a Credit Party; or


 


(iv)        receives any Extraordinary
Receipts in excess of $250,000 in the aggregate in any calendar year (the events described in clauses (i) through (iv) of this
clause (b) being collectively referred to herein as “Prepayment Events”),


 


then (A) the Borrowers shall promptly notify the
Term Agent of such Prepayment Event (including the amount of the estimated Net Proceeds to be received by such Credit Party in
respect thereof) and (B) promptly upon receipt by such Credit Party of any Net Proceeds of such Prepayment Event, the Borrowers
shall deliver, or cause to be delivered, an amount equal to such Net Proceeds (but, in the case of Prepayment Evens under clauses
(i) and (iv) above, only such Net Proceeds that are in excess of the thresholds referred to therein) to the Term Agent for distribution
to the Term Lenders as a prepayment of the Term Loans, which prepayment shall be applied in accordance with Section 1.8(c)(i)
or Section 1.8(c)(ii), as the case may be; provided, however, that if the Event of Loss giving rise to such
Net Proceeds could not reasonably be expected to have a Material Adverse Effect, the Borrowers shall be permitted to replace, repair,
restore or rebuild the Collateral subject to such Event of Loss, provided that (i) no Default or Event of Default has occurred
and is continuing, (ii) pending such replacement, repair, restoration or rebuilding, if such Net Proceeds exceed $250,000, such
Net Proceeds shall be held in a Control Account subject to a Control Agreement in favor of the Term Agent and (iii) any such Net
Proceeds arising from such Event of Loss not used to replace, repair, restore or rebuild the Collateral subject to such Event of
Loss within 180 days after the receipt of such Net Proceeds, shall be applied to the prepayment of the Term Loans in accordance
with Section 1.8(c)(i) or Section 1.8(c)(ii), as the case may be. All prepayments of the principal amount of the
Term Loans from events described in this Section 1.6(b) shall be accompanied by accrued and unpaid interest to the prepayment
date and the Prepayment Premium on the amount of the Term Loans so prepaid. Any amounts prepaid under this Section 1.6(b)
in respect of the principal amount of the Term Loans shall be applied to the principal repayment installments thereof in inverse
order of maturity.


 



    	5



    	 



    




 


(c)          Excess Cash Flow.
On each Excess Cash Flow Payment Date, fifty percent (50%) of the Excess Cash Flow (calculated on such Excess Cash Flow Payment
Date) shall be applied as follows:


 


(i)          if a Default or Event
of Default has occurred and is continuing on such Excess Cash Flow Payment Date, such amounts shall be applied to the Obligations
in accordance with Section 1.8(c)(ii).


 


(ii)         if no Default or Event
of Default has occurred and is continuing on such Excess Cash Flow Payment Date, such amounts shall be applied to the Obligations
in accordance with Section 1.8(c)(i).


 


(iii)        All prepayments of
the principal amount of the Term Loans pursuant to this Section 1.6(c) shall be accompanied by interest on the amount of
the Term Loans so prepaid. Any amounts prepaid under this Section 1.6(c) in respect of the principal amount of the Term
Loans shall be applied to the principal repayment installments thereof in inverse order of maturity.


 


(d)          No Implied Consent.
Provisions contained in this Section 1.6 for the application of proceeds of certain transactions shall not be deemed to
constitute consent of the Term Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan Documents.


 


1.7          Fees.


 


(a)          Fee Letter. The
Credit Parties shall pay to the Term Agent for its own account or for the account of any other Person entitled thereto (as applicable),
in Dollars, fees in the amounts and at the times specified in the Fee Letter.


 


1.8          Payments by the Borrowers.


 


(a)          All payments (including
prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall
be made without set-off, recoupment, counterclaim or deduction of any kind, and shall, except as otherwise expressly provided herein,
be made to the Term Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the
signature page hereof in relation to the Term Agent (or such other address as the Term Agent may from time to time specify in accordance
with Section 8.2), and shall be made in Dollars and by wire transfer in immediately available funds (which shall be the
exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by
the Term Agent later than 1:00 p.m. (New York time) may in the Term Agent’s discretion be deemed to have been received on
the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue.


 






    	6



    	 



    

 


(b)          If any payment hereunder
shall be stated to be due on a day other than a Business Day, such payment shall be made, and shall be deemed to be due, on the
next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees,
as the case may be.


 


(c)          (i)          Subject to Section
1.8(c)(ii), all payments (other than payment received pursuant to Sections 1.6(a), which payments shall be applied as
set forth in such Sections 1.6(a)), as applicable) received by the Term Agent and the Term Lenders in respect of any Obligation
shall be applied to the Obligations as follows:


 


first, to the
payment of any Protective Overadvance funded by the Term Agent or any Term A Lender;


 


second, to payment
of interest, fees (including, without limitation, any Prepayment Premium), costs and expenses and any other amounts (other than
principal) then due and payable by the Credit Parties under this Agreement and the other Loan Documents;


 


third, to payment
of the principal of the Term Loans, pro rata amongst the Term Loan A and Term Loan B; and


 


fourth, to the
Lead Borrower’s operating account or for the account of and paid to whoever may be lawfully entitled thereto.


 


In carrying out the foregoing, (A) amounts
received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category
and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage
of amounts available to be applied.


 


(ii)         Notwithstanding any
provision herein to the contrary, (A) during the continuance of a Default or an Event of Default, the Term Agent may, and shall
upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of
any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all
amounts collected or received by the Term Agent after any or all of the Obligations have been accelerated (so long as such acceleration
has not been rescinded), including proceeds of Collateral, shall be applied as follows:


 


first, to the
payment of any Protective Overadvance funded by the Term Agent or any Term A Lender and fees, costs and expenses, including Attorney
Costs, of the Term Agent payable or reimbursable by the Credit Parties under the Loan Documents;


 


second, to payment
of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations
set forth herein (including Section 8.5));


 






    	7



    	 



    

 


third, to payment
of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Prepayment Premium) owed to the
Term Agent and the Term Lenders;


 


fourth, to payment
of principal of the Term Loans, pro rata amongst the Term Loan A and Term Loan B;


 


fifth, to payment
of any other amounts owing constituting Obligations; and


 


sixth, any remainder
shall be paid to the Lead Borrower’s operating account or for the account of whoever may be lawfully entitled thereto.


 


In carrying out the foregoing, (A) amounts
received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category
and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage
of amounts available to be applied.


 


(iii)        Any amounts prepaid
under this Section 1.8(c) in respect of the principal amount of Term Loans shall be applied to the principal repayment installments
thereof in inverse order of maturity.


 


1.9          Return of Payments;
Procedures.


 


(a)          Return of Payments.


 


(i)          If the Term Agent pays
an amount to a Term Lender under this Agreement in the belief or expectation that a related payment has been or will be received
by the Term Agent from the Borrowers and such related payment is not received by the Term Agent, then the Term Agent will be entitled
to recover such amount from such Term Lender on demand without setoff, counterclaim or deduction of any kind.


 


(ii)         If the Term Agent determines
at any time that any amount received by the Term Agent under this Agreement or any other Loan Document must be returned to any
Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition
of this Agreement or any other Loan Document, the Term Agent will not be required to distribute any portion thereof to any Term
Lender. In addition, each Term Lender will repay to the Term Agent on demand any portion of such amount that the Term Agent has
distributed to such Term Lender, together with interest at such rate, if any, as the Term Agent is required to pay to the Borrowers
or such other Person, without setoff, counterclaim or deduction of any kind, and the Term Agent will be entitled to set-off against
future distributions to such Term Lender any such amounts (with interest) that are not repaid on demand.


 


(b)          Procedures. The
Term Agent is hereby authorized by each Credit Party and each Secured Party to establish reasonable procedures (and to amend such
procedures in a reasonable manner from time to time) to facilitate administration and servicing of the Term Loans and other matters
incidental thereto. Without limiting the generality of the foregoing, the Term Agent is hereby authorized to establish reasonable
procedures to make available or deliver, or to accept, notices, documents and similar items on, by posting to or submitting and/or
completion on, E-Systems.


 






    	8



    	 



    

 


ARTICLE
II.

CONDITIONS PRECEDENT


 


The obligation of each Term
Lender to make its portion of the Term Loans on the Closing Date is subject to satisfaction or waiver of the following conditions
in a manner reasonably satisfactory to the Term Agent, except to the extent such conditions are subject to Section 4.19:


 


(a)          Loan Documents.
The Term Agent shall have received on or before the Closing Date all of the agreements, documents, instruments and other items
set forth on the closing checklist attached hereto as Exhibit 2.1, each in form and substance reasonably satisfactory to
the Term Agent;


 


(b)          Funds Flow Memorandum;
Etc. The Term Agent shall have received a funds-flow memorandum from the Borrowers setting forth the sources and uses of the
proceeds of the Term Loans to be borrowed on the Closing Date, which funds-flow memorandum shall be in form and substance reasonably
satisfactory to the Term Agent (the “Funds Flow Memorandum”) and shall contain a description of the Credit Parties’
sources and uses of funds on the Closing Date, the details of how funds from each source are to be transferred to particular uses
and the wire transfer instructions for the particular uses of such funds and the Borrowers shall have identified, not later than
five (5) Business Days prior to the Closing Date, each Person (other than any Credit Party) that will directly receive proceeds
of the Term Loans to be made on the Closing Date and the Term Agent shall have received such information required by the Term Agent
or any Term Lender under its “know your customer” compliance procedures with respect to each such Person;


 


(c)          No Material Adverse
Change. Since the date of the most recent audited financial information delivered to the Term Agent, no Material Adverse Effect
shall have occurred;


 


(d)          No Litigation.
No action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or
governmental instrumentality that could reasonably be expected to (i) materially and adversely affect the transactions contemplated
hereby or (ii) result in a Material Adverse Effect;


 


(e)          Financial Statements.
The Term Agent shall have received (a) audited consolidated balance sheets and related statements of income, shareholders’
equity and cash flows of the Borrowers and their Subsidiaries for the Fiscal Year ended at December 31, 2014, (b) unaudited consolidated
balance sheets and related statement of income of the Borrowers and their Subsidiaries, for each subsequent Fiscal Month ended
on or prior to December 31, 2015, and (c) drafts of the audited consolidated balance sheets and related statements of income, shareholders’
equity and cash flows of the Borrowers and their Subsidiaries for the Fiscal Year ended at December 31, 2015.


 


(f)          Minimum Liquidity at
Closing. The Term Agent shall have received a duly completed written calculation, dated as of the Closing Date, certified by
a Responsible Officer of the Lead Borrower, which shall evidence that after giving effect to the payoff of the Existing Credit
Agreement, the making of the Term Loan on the Closing Date, and the other transactions contemplated to be effective on the Closing
Date, the Credit Parties’ Liquidity shall not be less than $7,000,000, and the Term Agent, in its sole discretion, shall
be satisfied that all accounts payable (as, and to the extent required under Section 4.7(d)), leases, payments due under other
Indebtedness, and taxes are paid current (excluding good faith disputes related thereto);


 






    	9



    	 



    

 


(g)          Maximum Net Debt.
The Term Agent shall have received a duly completed certificate dated as of the Closing Date, certified by a Responsible Officer
of the Lead Borrower, which shall evidence that the Credit Parties’ Net Debt is not more than $10,000,000 (after giving effect
to the funding of the Term Loans on the Closing Date);


 


(h)          Minimum Adjusted EBITDA.
The Term Agent shall have received a duly completed certificate dated as of the Closing Date, certified by a Responsible Officer
of the Lead Borrower, which shall evidence that the Adjusted EBITDA for the twelve (12) Fiscal Months of the Credit Parties ended
December 31, 2015 exceeds $7,500,000 (after giving effect to the funding of the Term Loans on the Closing Date).


 


(i)           No Liens. The Term
Agent shall be satisfied that that the Obligations do not give rise to any obligation of any Credit Party or its Subsidiaries to
grant any security interest or Lien in respect of any existing Indebtedness of such Credit Party or its Subsidiaries or violate
any of the terms of the agreements with respect to such existing Indebtedness;


 


(j)           Approvals. The
Term Agent shall have received (i) satisfactory evidence that the Credit Parties have obtained all required consents and approvals
of all Persons (including all requisite Governmental Authorities or third parties), to the execution, delivery and performance
of this Agreement and the other Loan Documents and the consummation of transactions contemplated hereby and thereby or (ii) an
officer’s certificate in form and substance reasonably satisfactory to the Term Agent affirming that no such consents or
approvals are required;


 


(k)          Payment of Fees.
The Borrowers shall have paid all fees required to be paid on the Closing Date (including, without limitation, the fees specified
in the Fee Letter), and shall have reimbursed the Term Agent, for all fees, costs and expenses of closing presented as of the Closing
Date;


 


(l)           Solvency. The Term
Agent shall have received a certificate of the chief financial officer (or other comparable officer) of the Lead Borrower certifying
that after the incurrence of Indebtedness hereunder and after the consummation of the other transactions contemplated hereby, the
Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent;


 


(m)         Perfection. All
filings, recordations and searches reasonably necessary or otherwise reasonably requested by the Term Agent in connection with
the Liens to be granted to the Term Agent under the Loan Documents shall have been duly made, and all documents and instruments
required to perfect the Term Agent’s security interest in the Collateral shall have been executed, delivered, and filed,
and all filing and recording fees and taxes shall concurrently with such filing or recordation be duly paid;


 


(n)          Insurance. The
Term Agent shall be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the Credit
Parties and their Subsidiaries, and the Term Agent shall have received customary certificates with respect thereto and endorsements
naming the Term Agent as an additional insured or lender’s loss payee, as the case may be, with respect to the insurance
policies of the Credit Parties;


 






    	10



    	 



    

 


(o)          Opinions of Counsel;
Corporate Documents. The Term Agent and the Term Lenders shall have received (i) customary opinions of counsel (including all
applicable local counsel) to the Credit Parties (which shall cover, among other things, authority, legality, validity, binding
effect and enforceability of the Loan Documents and other matters as the Term Agent may reasonably require), and (ii) such customary
corporate resolutions, certificates and other documents as the Term Agent shall reasonably require.


 


(p)          Representations and
Warranties. Any representation or warranty by any Credit Party contained herein or in any other Loan Document shall be true
and correct in all material respects (without duplication of any materiality qualifier contained therein);


 


(q)          No Default. No
Default or Event of Default shall have occurred and be continuing or shall result after giving effect to the making of the Term
Loans;


 


(r)           Governmental Regulations.
No material change in governmental regulations or policies adversely affecting the Term Agent, the Term Lenders or any Credit Party
shall have occurred prior to the Closing Date;


 


(s)     
     Completion of Business and Legal Due Diligence. The Term Agent and its counsel shall
have completed all business and legal due diligence with respect to the Borrowers and their Subsidiaries, and the results of
such business and legal due diligence shall be satisfactory to the Term Agent and its counsel, including, without limitation,
the results of background checks for Borrowers and senior management, in-person meeting with senior management, the final
review of the quality of earnings report, such report to include a review of historical and projected churn and a wind-down
analysis (including a conference call with report provider if requested by the Term Agent), commercial finance examinations
and systems review, discussions with auditors, historical financial statements (including audits), interim financial
statements, and a monthly projection model (including development of downside scenario), diligence of current contracts and
Lien search results;


 


(t)   
       Projections and Business Plan. The Term Agent shall have received the
projections and business plan of the Borrowers and their Subsidiaries and shall be satisfied with such projections and
business plan;


 


(u)          No Default or Breach
of Material Contracts. The Term Agent shall have received a certificate of a Responsible Officer of the Lead Borrower certifying
that no breach or default (or event or condition, which after notice or lapse of time, or both, would constitute a breach or default)
has occurred and is continuing under any Material Contract (immediately after giving effect to the satisfaction of the condition
precedent in clause (v) below); and


 


(v)          Payoff. The Term
Agent shall have received a payoff letter from the lender under the Existing Credit Agreement satisfactory in form and substance
to the Term Agent evidencing that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated,
all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have
been or concurrently with the Closing Date are being released;


 






    	11



    	 



    

 


(w)         Other Documents.
Term Agent shall have received such other documents as Term Agent, any Term Lender or their respective counsel may have reasonably
requested.


 


The request by Borrowers and acceptance by the
Borrowers of the proceeds of any of the Term Loans shall be deemed to constitute, as of the Closing Date, (i) a representation
and warranty by the Borrowers that the conditions in this Article II have been satisfied and (ii) a reaffirmation by each
Credit Party of the granting and continuance of the Term Agent’s Liens, on behalf of itself and the Secured Parties, pursuant
to the Collateral Documents.


 


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


 


The Credit Parties, jointly
and severally, as an inducement for the Term Agent and Term Lenders to enter into this Agreement and to extend the Term Loans,
represent and warrant to the Term Agent and each Term Lender that the following are true, correct and complete:


 


3.1          Corporate Existence
and Power.


 


Each Credit Party:


 


(a)          is a corporation, limited
liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, organization or formation, as applicable;


 


(b)          has all requisite power
and authority and all governmental licenses, authorizations, Permits, consents and approvals to (i) own its assets, (ii) carry
on its business and (iii) execute, deliver, and perform its obligations under the Loan Documents to which it is a party;


 


(c)          is duly qualified as a
foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing, under
the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such
qualification or license, except in jurisdictions where the failure to be so qualified, licensed or in good standing has not had,
and would not be reasonably expected to have, a Material Adverse Effect; and


 


(d)          is in compliance with
all Requirements of Law in all material respects.


 


3.2          Corporate Authorization;
No Contravention.


 


The execution, delivery and
performance by each of the Credit Parties of this Agreement, and by each Credit Party of any other Loan Document to which such
Person is party, have been duly authorized by all necessary organizational action, and do not and will not:


 


(i)          contravene the terms
of any of that Person’s Organization Documents;


 


(ii)         conflict with or result
in the creation of any Lien (except Liens created pursuant to the Loan Documents) under, any document evidencing any Contractual
Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such
Person or its Property is subject;


 






    	12



    	 



    

 


(iii)        conflict with or result
in any breach or contravention of any document evidencing any Material Contract to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its Property is subject; or


 


(iv)        violate any Requirement
of Law.


 


3.3          Governmental and
Third Party Authorization.


 


No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement
or any other Loan Document except (a) for recordings and filings in connection with the Liens granted to the Term Agent under the
Collateral Documents and (b) those obtained or made on or prior to the Closing Date.


 


3.4          Binding Effect.


 


This Agreement and each other
Loan Document to which any Credit Party is a party constitute the legal, valid and binding obligations of each such Credit Party,
enforceable against such Credit Party in accordance with their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability, regardless of whether considered in a proceedings in equity or at law.


 


3.5          Litigation.


 


There are no actions, suits
or proceedings pending, or to the knowledge of each Credit Party, threatened, at law, in equity, in arbitration or before any Governmental
Authority, against any Credit Party, any Subsidiary of any Credit Party or any of their respective Properties which:


 


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


 


(b)          would reasonably be expected
to result in a Material Adverse Effect.


 


Except as specifically disclosed in Schedule
3.5, there are no actions, suits or proceedings pending, or to the knowledge of each Credit Party, threatened, at law, in equity,
in arbitration or before any Governmental Authority, against any Credit Party, any Subsidiary of any Credit Party or any of their
respective Properties. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court
or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement, any
other Loan Document or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.
Except as specifically disclosed in Schedule 3.5, no Credit Party or any Subsidiary of any Credit Party is the subject of
an audit or, to each Credit Party’s knowledge, any review or investigation by any Governmental Authority concerning the violation
or possible violation of any Requirement of Law.


 






    	13



    	 



    

 


3.6          No Default.


 


No Default or Event of Default
exists or would result from the incurring of any Obligations by any Credit Party or the grant or perfection of the Term Agent’s
Liens on the Collateral or the consummation of the transactions contemplated under the Credit Agreement and the other Loan Documents.
No Credit Party and no Subsidiary of any Credit Party is in default under or with respect to (i) any Material Contract in any respect
or (ii) any other Contractual Obligation in any respect which, individually or together with all such defaults, would reasonably
be expected to have a Material Adverse Effect.


 


3.7          ERISA Compliance
and Foreign Benefit Plans.


 


(a)          U.S. Plans. None
of the Borrowers or their respective Subsidiaries or ERISA Affiliates maintain or contribute to, or have any liability or contingent
liability with respect to, any Title IV Plan or any Multiemployer Plan. Except as would not reasonably be expected to result in
Liabilities to the Credit Parties in excess of $100,000 in the aggregate, (w) each Benefit Plan, and each trust thereunder, intended
to qualify for tax exempt status under Section 401 or 501 of the Code so qualifies, (x) each Benefit Plan is in compliance with
applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge
of any Credit Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits
or other proceedings or investigation involving any Benefit Plan to which any Credit Party incurs or otherwise has or could reasonably
be expected to have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date,
no ERISA Event has occurred in connection with which obligations and Liabilities (contingent or otherwise) to the Credit Parties
in excess of $100,000 in the aggregate remain outstanding.


 


(b)          Foreign Pension Plan
and Benefit Plans. None of the Credit Parties or any of their Subsidiaries maintain or contribute to, or are required to maintain
or contribute to, or have any liability or contingent liability with respect to, any Foreign Benefit Plans and Foreign Pension
Plans.


 


3.8          Use of Proceeds;
Margin Regulations.


 


No Credit Party and no Subsidiary
of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing
or carrying Margin Stock. The Funds Flow Memorandum contains a description of the Credit Parties’ sources and uses of funds
on the Closing Date, including the Term Loans, and details how funds from each source are to be transferred to particular uses.


 


3.9          Ownership of Property;
Liens.


 


The Borrowers and each Subsidiary
thereof has good title to and ownership of all Property it purports to own, which Property is free and clear of all Liens, except
Permitted Liens. As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real Estate of each
Credit Party and each of their respective Subsidiaries. Each of the Credit Parties and each of their respective Subsidiaries has
good record and marketable title in fee simple to, or valid leasehold interests in, all Real Estate, and good and valid title to
all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used
in the ordinary conduct of their respective businesses, except for Permitted Liens and such immaterial defects in title or where
failure to own such personal property or have such leasehold interest would not be material. None of the Real Estate of any Credit
Party or any Subsidiary of any Credit Party is subject to any Liens other than Permitted Liens. As of the Closing Date, Schedule
3.9 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real
Estate. All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and
used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.


 






    	14



    	 



    

 


3.10        Taxes.


 


Except as set forth in Schedule
3.10, all federal, state, and material local and foreign income and franchise and other material tax returns, reports and statements
(collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate
Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all taxes, assessments and other
governmental charges and impositions reflected therein or otherwise due and payable have been paid prior to the date on which any
Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP.
To the knowledge of any Tax Affiliate, no Tax Return is under audit or examination by any Governmental Authority, and no notice
of any audit or examination or, to the knowledge of any Tax Affiliate, any assertion of any claim for Taxes has been given or made
by any Governmental Authority. Each Tax Affiliate has withheld and paid all material Taxes required to have been withheld and paid
in connection with amounts paid or owing to any employee and materially complied with all information reporting and withholding
provisions of applicable Requirements of Law. No Tax Affiliate has participated in a “reportable transaction” within
the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than
the group of which a Tax Affiliate is the common parent.


 


3.11        Financial Condition.


 


(a)          Each of (i) the audited
consolidated balance sheet of the Lead Borrower and its Subsidiaries dated December 31, 2014, and the related audited consolidated
statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date, and (ii)
the unaudited interim consolidated balance sheet of the Lead Borrower and its Subsidiaries for each Fiscal Month ending thereafter
and the related unaudited consolidated statement of income, and (iii) the drafts of the audited consolidated balance sheet of the
Lead Borrower and its Subsidiaries and related statements of income, shareholders’ equity and cash flows for the Fiscal Year
ended at December 31, 2015, in all cases, delivered to the Term Agent and the Term Lenders prior to the Closing Date:


 


(x)          were prepared
in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted
therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote
disclosures; and


 


(y)          present fairly
the consolidated financial condition of the Lead Borrower and its Subsidiaries as of the dates thereof and results of operations
for the periods covered thereby.


 


(b)          The pro forma unaudited
consolidated balance sheet of the Lead Borrower and its Subsidiaries dated December 31, 2015 delivered to the Term Agent and the
Term Lenders on or before the Closing Date was prepared by the Lead Borrower giving pro forma effect to the transaction contemplated
under this Agreement and the other Loan Documents and the transactions contemplated hereby, was based on the draft audited consolidated
balance sheet of the Lead Borrower and its Subsidiaries referred to in clause (iii) of Section 3.11(a), and was prepared in accordance
with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP.


 






    	15



    	 



    

 


(c)          Since December 31, 2014,
there has been no Material Adverse Effect.


 


(d)          The Credit Parties and
their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent
Obligations other than Contingent Obligations permitted pursuant to Section 5.9.


 


(e)          All financial performance
projections delivered to the Term Agent, including the financial performance projections delivered to the Term Agent and the Term
Lenders on or before the Closing Date, represent the Borrowers’ good faith estimate of future financial performance and are
based on assumptions believed by management of the Borrowers to be fair and reasonable in light of current market conditions (it
being understood that (i) such projections are as to future events and are not to be viewed as facts, and (ii) actual results during
the period or periods covered by any such projections may differ from the projected results and the differences may be material).


 


3.12        Environmental Matters.


 


(a)          The operations of each
Credit Party and each Subsidiary of each Credit Party are and have been in compliance in all material respects with all applicable
Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law.


 


(b)          No Credit Party and no
Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no Real Estate currently
(or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such
Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened)
order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability
or similar notice relating in any manner to any Environmental Laws.


 


(c)          No Lien in favor of any
Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property of any Credit Party
or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that
would reasonably be expected to result in any such Lien attaching to any such Property.


 


(d)          No Credit Party and no
Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Estate.


 


(e)          To the knowledge of any
Credit Party, all Real Estate currently or previously owned, leased, subleased, operated or otherwise occupied by or for any such
Credit Party and each Subsidiary of each Credit Party is free of contamination by any Hazardous Materials.


 


(f)           No Credit Party and no
Subsidiary of any Credit Party (i) is or has been engaged in, or, to the knowledge of any Credit Party, has permitted any current
or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows of any facts, circumstances or conditions
reasonably constituting notice of a violation of any Environmental Law, including receipt of any information request or notice
of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar Environmental
Laws.


 






    	16



    	 



    

 


(g)          Each Credit Party has
made available to the Term Agent copies of all material existing environmental reports, reviews and audits and all documents pertaining
to actual or potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in
their possession, custody, control or otherwise available to the Credit Parties or any of their Subsidiaries.


 


3.13        Regulated Entities.


 


None of any Credit Party, any
Person controlling any Credit Party, or any Subsidiary of any Credit Party, is (a) an “investment company” within the
meaning of the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power Act, the Interstate Commerce
Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness,
pledge its assets or perform its Obligations under the Loan Documents.


 


3.14        Solvency.


 


Both before and after giving
effect to (a) the Term Loans made on the Closing Date, (b) the consummation of the transactions contemplated hereby and (c) the
payment and accrual of all transaction costs in connection with the foregoing, the Lead Borrower and its Subsidiaries, on a consolidated
basis, are Solvent.


 


3.15        Labor Relations.


 


There are no strikes, work
stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Credit Party, threatened) against or involving
any Credit Party or, to the knowledge of any Credit Party, any Subsidiary of any Credit Party. Except as set forth in Schedule
3.15, (a) there is no material collective bargaining or similar agreement with any union, labor organization, works council
or similar representative covering any employee of any Credit Party or, to the knowledge of any Credit Party, any Subsidiary of
any Credit Party, (b) no petition for certification or election of any such representative is existing or pending with respect
to any employee of any Credit Party or, to the knowledge of any Credit Party, any Subsidiary of any Credit Party and (c) no such
representative has sought certification or recognition with respect to any employee of any Credit Party or, to the knowledge of
any Credit Party, any Subsidiary of any Credit Party.


 


3.16        Intellectual Property.


 


Schedule 3.16 sets forth
a true and complete list of the following Intellectual Property each Credit Party and each Subsidiary owns or licenses to use:
(i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names and (iii)
material Intellectual Property, separately identifying that owned and licensed to such Credit Party or such Subsidiary and including
for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise
arises or in which an application for registration has been filed, (4) as applicable, the registration or application number and
registration or application date and (5) any IP Licenses or other rights (including franchises) granted by such Credit Party with
respect thereto. Each Credit Party and each Subsidiary of each Credit Party owns, or is licensed to use, all Intellectual Property
necessary to conduct its business as currently conducted. The conduct and operations of the businesses of each Credit Party and
each Subsidiary of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property
owned by any other Person and no other Person has contested any right, title or interest of any Credit Party or any Subsidiary
of any Credit Party in, or relating to, any Intellectual Property.


 






    	17



    	 



    

 


The Borrowers shall provide
written notice to the Term Agent within ten (10) days of entering or becoming bound by any Restricted License. The Borrowers shall
take such steps as the Term Agent may reasonably request to obtain the consent of, or waiver by, any person whose consent or waiver
is necessary for (i) any Restricted License to be deemed “Collateral” and for the Term Agent to have a security interest
in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing
or entered into in the future, and (ii) Term Agent to have the ability in the event of a liquidation of any Collateral to dispose
of such Collateral in accordance with Term Agent’s rights and remedies under this Agreement and the other Loan Documents.


 


3.17        Brokers’ Fees;
Transaction Fees.


 


Except for fees payable to
Term Agent, the Term Lenders and except as set forth on the Funds Flow Memorandum, none of the Credit Parties or any of their respective
Subsidiaries has any unpaid obligation to any Person in respect of any finder’s, broker’s or investment banker’s
fee in connection with the transactions contemplated hereby.


 


3.18        Insurance.


 


Schedule 3.18 lists
all insurance policies of any nature maintained as of the Closing Date for current occurrences by each Credit Party, including
issuers, coverages and deductibles. Each of the Credit Parties and each of their respective Subsidiaries and their respective Properties
are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrowers, in such amounts,
with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses of the same
size and character as the business of the Credit Parties and, to the extent relevant, owning similar Properties in localities where
such Person operates. The Borrowers shall not materially reduce the coverage amounts under its liability policies without the prior
consent of the Term Agent.


 


3.19        Ventures, Subsidiaries
and Affiliates; Outstanding Stock.


 


Except as set forth in Schedule
3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged
in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock
and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued,
fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the
Subsidiaries of the Lead Borrower, those in favor of Term Agent, for the benefit of the Secured Parties and Permitted Liens. All
such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All
of the issued and outstanding Stock of each Credit Party other than the Lead Borrower and each Subsidiary of each Credit Party
is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19,
there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to
which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock
or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Lead
Borrower and all of its Subsidiaries as of the Closing Date.


 






    	18



    	 



    

 


3.20        Jurisdiction of
Organization; Chief Executive Office.


 


Schedule 3.20 lists
each Credit Party’s jurisdiction of organization, legal name and organizational identification number, if any, and the location
of such Credit Party’s chief executive office or sole place of business.


 


3.21        Locations of Inventory,
Equipment and Books and Records.


 


Each Credit Party’s (a)
Inventory and Equipment (other than Inventory or Equipment in transit or out for repair) and books and records concerning the Collateral
are kept at the locations listed in Schedule 3.21, and (b) books and records concerning the Collateral are kept at a location
in the United States.


 


3.22        Deposit Accounts
and Other Accounts.


 


Schedule 3.22 lists
all banks and other financial institutions at which any Credit Party maintains deposit, securities or other accounts as of the
Closing Date, and such Schedule correctly identifies the name and address of each depository, the name in which the account is
held, a brief description of the purpose of the account, and the complete account number therefor.


 


3.23        Government Contracts
and Material Contracts. Except as set forth in Schedule 3.23, no Credit Party is a party to (i) any material contract
or agreement with any Governmental Authority and no Credit Party’s accounts are subject to the Federal Assignment of Claims
Act (31 U.S.C. Section 3727) or any similar state or local law or (ii) any other Material Contract.


 


3.24        Customer and Trade
Relations.


 


Except as set forth on Schedule
3.24, there exists no actual, pending, or, to the knowledge of any Credit Party, threatened termination, cancellation, or limitation
of, or any material adverse modification or change in (a) the business relationship of any Credit Party or any Subsidiary with
any customer or group of customers whose purchases during the preceding 12 calendar months caused them to be ranked among the ten
(10) largest customers of such Credit Party, or (b) the business relationship of any Credit Party or any Subsidiary with any supplier
material to its operations which is not otherwise readily replaceable. Additionally, there exists no present condition or state
of facts or circumstances to the knowledge of any Credit Party that would have a Material Adverse Effect or prevent any Borrower
or any of their respective Subsidiaries from conducting such business or the transactions contemplated by this Agreement in substantially
the same manner in which it was previously conducted.


 


3.25        Bonding.


 


Except as set forth in Schedule
3.25, as of the Closing Date, no Credit Party is a party to or bound by any surety bond agreement, indemnification agreement
in respect of any surety bond agreement or bonding requirement with respect to products or services sold by it (exclusive of product
warranties in the Ordinary Course of Business).


 






    	19



    	 



    

 




3.26          Full
Disclosure.


 


None
of the representations or warranties made by any Credit Party or any of their Subsidiaries in the Loan Documents as of the date
such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement
or certificate furnished by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Loan Documents
(including the offering and disclosure materials, if any, delivered by or on behalf of any Credit Party to the Term Agent or the
Term Lenders prior to the Closing Date), taken as a whole, contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as of
the time when made or delivered; provided, that, with respect to projected financial information, the Borrowers represent
only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered,
and if such projected financial information was delivered prior to the Closing Date, as of the Closing Date.


 


3.27          Foreign
Assets Control Regulations and Anti-Money Laundering.


 


Each
Credit Party and each Subsidiary of each Credit Party is in compliance in all material respects with all U.S. economic sanctions
laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets
Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the
Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i)
is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN
List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who
is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions
with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting
shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign
government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement
or any other Loan Document would be prohibited under U.S. law.


 


3.28          Patriot
Act.


 


The
Credit Parties, each of their Subsidiaries and each of their Affiliates are in compliance with (a) the Trading with the Enemy
Act, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation
or executive order relating thereto, (b) the Patriot Act and (c) other federal or state laws relating to “know your customer”
and anti-money laundering rules and regulations. No part of the proceeds of the Term Loans will be used directly or indirectly
for any payments to any government official or employee, political party, official of a political party, candidate for political
office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,
in violation of the United States Foreign Corrupt Practices Act of 1977.


 


3.29          Collateral
Documents, Etc.


 


Except
as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Collateral Documents, together with
such filings and other actions required to be taken hereby or by the applicable Collateral Documents, are effective to create
in favor of the Term Agent for the benefit of the Secured Parties a legal, valid, enforceable and perfected first priority Lien
(subject to any Permitted Liens entitled to priority in accordance with applicable laws) on all right, title and interest of the
respective Credit Parties in the Collateral described therein.


 






    	20



    	 



    

 


3.30       Reserved.


 


3.31       Subordinated
Indebtedness. Schedule 3.31 list all Subordinated Indebtedness as of the Closing Date and each Subordinated Indebtedness
Document in effect as of the Closing Date. All Subordinated Indebtedness is subject to a Subordination Agreement in favor of the
Term Agent, for the benefit of the Secured Parties.


 


ARTICLE
IV.

AFFIRMATIVE COVENANTS


 


Each
Credit Party covenants and agrees that, so long as the Term Loans or any other Obligation (other than contingent indemnification
and expense reimbursement Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


4.1         Financial
Statements.


 


Each
Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered
in accordance with sound business practices to permit the preparation of consolidated financial statements in conformity with
GAAP. The Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably satisfactory to the
Term Agent:


 


(a)          as
soon as available, but not later than ninety (90) days after the end of each Fiscal Year (except with respect to the Fiscal Year
ending on December 31, 2015, in which case, on or before March 15, 2016), a copy of the audited consolidated balance sheet of
the Lead Borrower and its Subsidiaries as at the end of such year and the related consolidated statements of income, shareholders’
equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal
Year, and accompanied by the report of Grant Thornton LLP or other independent certified public accounting firm reasonably acceptable
to the Term Agent which report shall (i) contain an unqualified opinion, stating that such consolidated financial statements present
fairly the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years
(provided, however, that solely with respect to the Fiscal Year ending December 31, 2015, but in no other subsequent
Fiscal Year, the audited financials may contain a statement that the Credit Parties have a material weakness with respect to their
accounting procedures with respect to goodwill and intangibles for impairment and with respect to capitalization of software)
and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status; provided, however,
that with respect to the Fiscal Year ended December 31, 2015, such balance sheets and related statements of income, shareholders’
equity and cash flows shall be substantially similar, both in form and substance, to the drafts of such items delivered to the
Term Agent prior to the Closing Date pursuant to Section 2.1(e)(iii); and


 


(b)          as
soon as available, but not later than thirty (30) days after the end of each Fiscal Month of each year (commencing with the Fiscal
Month ending on February 29, 2016), a copy of the unaudited consolidated balance sheet of the Lead Borrower and its Subsidiaries,
and the related consolidated statements of income and cash flows as of the end of such Fiscal Month and for the portion of the
Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Lead Borrower as
being complete and correct, in all material respects, and fairly presenting in accordance with GAAP, the consolidated financial
position and the results of operations of the Borrower, subject to normal year-end adjustments and absence of footnote disclosures
(it being understood that such monthly financial reporting package shall contain detail, scope and analysis not less than that
contained in the monthly financial reporting package prepared by the Lead Borrower and provided to the Lead Borrower’s board
of directors and to the Term Agent for the Fiscal Month ending December 31, 2015).


 






    	21



    	 



    

 


4.2         Certificates;
Other Information.


 


The
Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably satisfactory to Term Agent:


 


(a)          (i)
together with each delivery of financial statements pursuant to 4.1(a), a management discussion and analysis report, in
reasonable detail, signed by the chief financial officer of the Lead Borrower, describing the operations and financial condition
of the Credit Parties and their Subsidiaries for the Fiscal Year then ended, and (ii) together with each delivery of financial
statements pursuant to (A) Section 4.1(a), a report setting forth in comparative form the corresponding figures for corresponding
periods of the previous Fiscal Year and (B) Section 4.1(b), for each Fiscal Month with respect to income statements and
balance sheets and for each Fiscal Month that is also the end of a Fiscal Quarter with respect to cash flows, (x) a report setting
forth in comparative form the corresponding figures for corresponding period of the previous Fiscal Year, and (y) a report setting
forth in comparative form the corresponding figures from the most recent projections for the current Fiscal Year delivered pursuant
to Section 4.2(e) and discussing the reasons for any significant variations;


 


(b)          concurrently
with the delivery of the financial statements and other financial deliverables referred to in Sections 4.1 above, a fully
and properly completed Compliance Certificate, certified on behalf of the Borrowers by a Responsible Officer of the Lead Borrower
(it being understood that the Compliance Certificate delivered in connection with each of the financial statements referred to
in Section 4.1(a) and 4.1(b) shall contain the certification of compliance with all of the covenants contained in
Section 5.23);


 


(c)          promptly
after the same are sent, copies of all financial statements and reports which any Credit Party sends to its shareholders or other
equity holders, as applicable, generally and promptly after the same are filed, and copies of all financial statements and regular,
periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor
or similar Governmental Authority;


 


(d)          concurrently
with the delivery of the financial statements referred to in Section 4.1(b), to the extent that there is any updated information
to provide, a list of any applications for the registration of any Patent, Trademark (and a list of any “intent to use”
Trademark applications for which a registration has issued) or Copyright filed by any Credit Party with the United States Patent
and Trademark Office, the United States Copyright Office or any similar office or agency in each case entered into or filed in
the prior Fiscal Quarter;


 


(e)          not
later than the earlier of: (i) January 31st of each Fiscal Year of the Lead Borrower, and (ii) five (5) Business Days
after approval thereof by the Lead Borrower’s board of directors, projections of the Credit Parties (and their Subsidiaries’)
consolidated financial performance for the current Fiscal Year on a month by month basis;


 






    	22



    	 



    

 


(f)          promptly
upon receipt thereof, copies of any reports submitted by the Borrowers’ certified public accountants in connection with
each annual, interim or special audit or review of any type of the financial statements or internal control systems, operations,
financial condition or properties of any Credit Party (or their Subsidiaries) made by such accountants, including any comment
letters submitted by such accountants to management of any Credit Party in connection with their services;


 


(g)         not
less than five (5) Business Days prior to the consummation of the transactions relating to any Permitted Refinancing, copies certified
by a Responsible Officer of the Lead Borrower as complete and correct of the documents relating to any Permitted Refinancing;


 


(h)         as
soon as practicable, and in any event at least five (5) Business Days prior thereto, any waiver, consent, amendment or permanent
prepayment or permanent commitment reduction (and the amount thereof) pursuant any Subordinated Indebtedness Documents;


 


(i)          the
financial and collateral reports described on Schedule 4.2 hereto, at the times set forth in such Schedule; and


 


(j)          promptly,
such additional business, financial, perfection certificates and other information as the Term Agent may from time to time reasonably
request.


 


4.3         Notices.


 


The
Borrowers shall notify Term Agent promptly (but in all events within 3 days after any such occurrence) of each of the following:


 


(a)         the
occurrence or existence of any Default or Event of Default;


 


(b)         any
breach or non-performance of, or any default under (i) any Material Contract or (ii) any Contractual Obligation of any Credit
Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which, in the
case of this clause (ii) would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse
Effect, and including, in the case of clauses (i) and (ii), a description of such breach, non-performance, default, violation
or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;


 


(c)         any
dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary
of any Credit Party and any Governmental Authority;


 


(d)         the
commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of
any Credit Party (i) in which the amount of damages claimed exceeds $250,000, (ii) in which injunctive or similar relief is sought
and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief
sought is an injunction or other stay of the performance of this Agreement or any other Loan Document;


 






    	23



    	 



    

 


(e)          (i)
the receipt by any Credit Party or any Subsidiary of any written notice of violation of or potential liability or similar notice
under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to
result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any
action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental
Law which in the case of clauses (A), (B) and (C) above, in the aggregate for all such clauses, would reasonably be expected to
result in material Environmental Liabilities, (iii) the receipt by any Credit Party or any Subsidiary of notification that any
Property of any Credit Party or any Subsidiary is subject to any Lien in favor of any Governmental Authority securing, in whole
or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease
would have a reasonable likelihood of resulting in material Environmental Liabilities;


 


(f)          (i)
any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA, or intent to terminate any
Title IV Plan, and provide a copy of such notice, (ii) a request for a minimum funding waiver under Section 412 of the Code has
been filed with respect to any Title IV Plan or Multiemployer Plan, including a notice describing such waiver request and any
action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC
or the IRS pertaining thereto, and (iii) an ERISA Event will or has occurred, including a notice describing such ERISA Event,
and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from
or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;


 


(g)          any
Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to the Term Agent and
the Term Lenders pursuant to this Agreement;


 


(h)          any
material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;


 


(i)          any
labor controversy resulting in or, to the knowledge of any Borrower, threatening to result in, any strike, work stoppage, boycott,
shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party;


 


(j)          the
creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent,
other than issuances of Stock or Stock Equivalents by a Credit Party to employees, directors, independent contractors or consultants
pursuant to any equity-based compensation plan maintained by such Credit Party or pursuant to exercises of Stock Equivalents issued
pursuant to any such plan;


 


(k)          (i)
the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending,
or having the effect of extending, the period for assessment or collection of income or franchise or other material taxes with
respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request
directed to any Tax Affiliate, to make any material adjustment under Section 481(a) of the Code, by reason of a change in accounting
method or otherwise;


 


(l)          (i)
any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright (including any subsequent
ownership right of any Credit Party in or to any registered Copyright), Patent, Trademark or IP License, (iii) any Borrower’s
knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property,
and (iv) any notice or other action taken by or on behalf of any Credit Party against any Person regarding the infringement, misappropriation,
dilution, violation or otherwise impairment of any Intellectual Property owned by the Credit Parties, or receipt of any notice
or other action taken by any other Person against any Credit Party contesting any right, title or interest of any Credit Party
or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property; or


 



    	24



    	 



    

 





(m)         any
“default” or “event of default” under any Subordinated Indebtedness Document.


 


Each
notice pursuant to this Section 4.3 shall be in electronic form accompanied by a statement by a Responsible Officer of
the Lead Borrower, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, and stating what action
the Borrowers or other Person proposes to take with respect thereto and at what time. Each notice under Section 4.3(a)
shall describe with reasonable particularity any and all clauses or provisions of this Agreement or other Loan Document that have
been breached or violated.


 


4.4         Preservation
of Corporate Existence, Etc.


 


Each
Credit Party shall, and shall cause each of its Subsidiaries to:


 


(a)          preserve
and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation,
organization or formation, as applicable, except as permitted by Section 5.3;


 


(b)          preserve
and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the
normal conduct of its business except as permitted by Sections 5.2 and 5.3;


 


(c)          preserve
its business organization and preserve the goodwill and business of the customers, suppliers and others having material business
relations with it in the Ordinary Course of Business except as permitted by Sections 5.2 and 5.3;


 


(d)          unless
otherwise agreed in writing by the Term Agent and the Required Lenders, preserve or renew all Intellectual Property except as
permitted by Section 5.2; and


 


(e)          conduct
its business and affairs without infringement of or interference with any Intellectual Property of any other Person and comply
with the terms of its IP Licenses.


 


4.5         Maintenance
of Property.


 


Each
Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is used
in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto
and renewals and replacements thereof except as permitted by Section 5.2. Further, the Credit Parties and their Subsidiaries
shall maintain, or maintain the right to use, all of the Intellectual Property, licenses, permits and other authorizations that
are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person.


 






    	25



    	 



    

 


4.6         Insurance.
Each Credit Party shall (i) maintain or cause to be maintained in full force and effect all policies of insurance with respect
to the Property and businesses of the Lead Borrower and its Subsidiaries as are customarily carried by businesses of the size
and character of the business of the Lead Borrower and its Subsidiaries with financially sound and reputable insurance companies
or associations (in each case that are not Affiliates of the Credit Parties) of a nature and providing such coverage as is sufficient
and as is customarily carried by businesses of the size and character of the business of the Lead Borrower and its Subsidiaries
and acceptable to the Term Agent and (ii) cause all such insurance relating to any Property or business of any Credit Party to
name the Term Agent as additional insured or lender’s loss payee as agent for the Term Lenders, as appropriate. All policies
of insurance on real and personal Property of the Credit Parties will contain an endorsement, in form and substance acceptable
to the Term Agent, showing loss payable to the Term Agent (Form CP 1218 or equivalent and naming the Term Agent as lenders loss
payee as agent for the Term Lenders) and extra expense and business interruption endorsements. Such endorsement, or an independent
instrument furnished to the Term Agent, will provide that the insurance companies will give the Term Agent at least 30 days’
prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of
the Credit Parties or any other Person shall affect the right of the Term Agent to recover under such policy or policies of insurance
in case of loss or damage. Each Credit Party shall direct all present and future insurers under its “All Risk” policies
of property insurance to pay all proceeds payable thereunder directly to the Term Agent; provided that so long as no Default
or Event of Default has occurred and is continuing and if the relevant Event of Loss giving rise to such Net Proceeds could not
reasonably be expected to have a Material Adverse Effect, the Borrowers shall be permitted to replace, repair, restore or rebuild
the Collateral subject to such Event of Loss in accordance with Section 1.6(b). If any insurance proceeds are paid by check,
draft or other instrument payable to any Credit Party and the Term Agent jointly, during an Event of Default, the Term Agent may
endorse such Credit Party’s name thereon and do such other things as the Term Agent may deem advisable to reduce the same
to cash. The Term Agent reserves the right at any time, upon review of each Credit Party’s risk profile, to require additional
forms and limits of insurance. Notwithstanding the requirement in subsection (i) above, Federal Flood Insurance shall not be required
for (x) Real Estate not located in a Special Flood Hazard Area, or (y) Real Estate located in a Special Flood Hazard Area in a
community that does not participate in the National Flood Insurance Program. In addition to the foregoing, to the extent that,
as of the Closing Date, the Borrowers maintain key man life insurance policies with respect to certain members of its senior management,
such key man life insurance policies shall be collaterally assigned to the Term Agent for the benefit of the Secured Parties (subject
to Section 4.19) and shall remain in full force and effect.


 


4.7         Payment
of Obligations.


 


Each
Credit Party shall, and shall cause each of its Subsidiaries to, pay, discharge and perform as the same shall become due and payable
or required to be performed, all their respective obligations and liabilities (subject, in each case, to any applicable cure or
grace period), set forth below:


 


(a)          all
federal and state income tax liabilities and federal, state, material local and foreign franchise and other tax liabilities, assessments
and governmental charges or levies upon it or its Property, unless (i) the same are being contested in good faith by appropriate
proceedings diligently prosecuted which stay the filing or enforcement of any Lien and for which adequate reserves in accordance
with GAAP are being maintained by such Person, and (ii) the aggregate amount secured by such Liens would not exceed $100,000 in
the aggregate;


 






    	26



    	 



    

 


(b)          all
lawful claims which, if unpaid, would by law become a Lien upon its Property unless (x) the same are being contested in good faith
by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance
with GAAP are being maintained by such Person and (y) the aggregate amount secured by such Liens would not exceed $100,000 in
the aggregate;


 


(c)          all
material Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any other Loan Documents
and/or in any instrument or agreement evidencing such Indebtedness;


 


(d)          all
accounts payable that are more than sixty (60) days past due date (other than, so long as the representations and warranties made
by the Credit Parties in Section 3.24 shall be true and correct in all material respects as of such date (without duplication
of any materiality qualifier contained therein), those that are being contested in good faith by appropriate proceedings diligently
conducted);


 


(e)          the
performance of all obligations under (i) any Material Contract or (ii) any other Contractual Obligation to which such Credit Party
or any of its Subsidiaries is bound, or to which it or any of its Property is subject, except where the failure to perform under
this clause (ii) would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
and


 


(f)          payments
to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Benefit
Plan.


 


4.8         Compliance
with Laws.


 


Each
Credit Party shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law of any Governmental Authority
having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.


 


4.9         Inspection
of Property and Books and Records; Field Exams and Appraisals.


 


(a)          Each
Credit Party shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which
full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters
involving the assets and business of such Person. Each Credit Party shall, and shall cause each of its Subsidiaries to, during
normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in
which event no notice shall be required and the Term Agent shall have access at any and all times during the continuance thereof),
provide access to its properties, books and records to the Term Agent and its Related Persons and shall reasonably cooperate with
the Term Agent and any of its Related Persons in connection with any review or analysis of any such Person’s business, financial
condition, assets, prospects and results of operations. Each Credit Party hereby authorizes the Term Agent to discuss with such
Credit Party’s and its Subsidiaries’ officers, employees, agents, advisors, and independent accountants such Persons
business, financial condition, assets, prospects, and results of operation (including, without limitation, in connection with
the Term Agent’s review and analysis of the Excess Cash Flow, compliance with financial covenants).


 






    	27



    	 



    

 


(b)          Each
Credit Party shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during
normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in
which event no notice shall be required and the Term Agent shall have access at any and all times during the continuance thereof)
(a) provide access to such property to the Term Agent and any of its Related Persons, as frequently as the Term Agent determines
to be appropriate; and (b) permit the Term Agent and any of its Related Persons to conduct field examinations and appraisals,
audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s
books and records, and evaluate and make physical verifications of the Collateral in any manner and through any medium that the
Term Agent considers advisable, in each instance, at the Credit Parties’ expense.


 


(c)          Notwithstanding
the foregoing or anything else contained in this Agreement, the Credit Parties shall not be required to pay for more than one
(1) field examination and one (1) wind-down analysis in any twelve month period (not including the field examination and wind-down
analysis provided prior to the Closing Date) (which fees and expenses related to each wind-down analysis conducted following the
Closing Date shall be no more than $25,000), unless, in any case, an Event of Default exists, in which case, such limitation shall
not apply.


 


4.10       Use
of Proceeds.


 


The
Borrowers shall use the proceeds of the Term Loan A to (a) repay certain indebtedness of the Credit Parties, (b) fund certain
fees and expenses associated with the consummation of the transactions contemplated hereby, and (c) provide working capital for
the Borrowers and other Credit Parties.


 


4.11       Cash
Management Systems.


 


(a)          Credit
Parties shall cash management systems reasonably satisfactory to the Term Agent. Each Credit Party shall enter into, and cause
each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing”
cash dominion with respect to each Control Account (including, without limitation, all lockbox or similar arrangements) maintained
by such Person.


 


(b)          The
Credit Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations)
to a Control Account all amounts on deposit in each deposit account (that is not a Control Account or Excluded Account) and all
payments due from all customers or other Persons; provided, however, that, solely with respect to the SunTrust Accounts,
the Credit Parties shall not be required to sweep all amounts on deposit on a daily basis, but, rather shall be required to, no
less than quarterly, sweep all amounts in such deposit accounts representing fees and other amounts owed to the Credit Parties.
Each Control Agreement shall provide, among other things, that (i) the depository, securities intermediary or commodities intermediary
executing such agreement has no rights of setoff or recoupment or any other claim against such account, other than for payment
of its service fees and other charges directly related to the administration of such account and for returned checks or other
items of payment (except as the Term Agent may otherwise agree in writing), and (ii) from and after the receipt of a notice (an
“Activation Notice”) from the Term Agent (which Activation Notice may be furnished only during the continuance
of an Event of Default), without any further action or consent by any Credit Party, the applicable depository institution, securities
intermediary and commodities intermediary shall comply solely with the instructions of the Term Agent with respect to the disposition
and transfer of assets from the applicable account. Each Credit Party agrees that it will not cause proceeds of any Control Account
or any other deposit account to be directed in a manner contrary to the terms of the Loan Documents, and, after the occurrence
and during the continuation of an Event of Default, will cooperate with the Term Agent in all respects with respect to the Term
Agent’s direction of funds from Control Accounts and any other deposit accounts.


 






    	28



    	 



    

 


(c)          The
Credit Parties may amend Schedule 3.22 to add or replace any deposit account or other account; provided, that (i)
the Term Agent shall have consented in writing (such consent not be unreasonably withheld) in advance to the opening of such account
with the relevant depository, securities intermediary or commodities intermediary and (ii) with respect to any additional or replacement
Control Account, securities account, or commodities account, except as the Term Agent may otherwise agree in writing, prior to
the time of the opening of such account, the applicable Credit Party and the applicable depository, securities intermediary or
commodities intermediary shall have executed and delivered to the Term Agent a Control Agreement.


 


4.12       Landlord
and Bailee Agreements.


 


Each
Credit Party shall (i) obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor of each property
leased from an Affiliate of a Credit Party and (ii) use commercially reasonable efforts to obtain a landlord agreement or bailee
or mortgagee waivers, as applicable, from the lessor (other than Affiliates) of each leased property, bailee in possession of
any Collateral or mortgagee of any owned property, in each case, with respect to the Lead Borrower’s headquarters, any location
located in a landlord lien state, and each other location where any Collateral having a value in excess of $250,000 is stored
or located, which agreement shall be reasonably satisfactory in form and substance to the Term Agent.


 


4.13       Further
Assurances.


 


(a)          Each
Credit Party shall ensure that all written information, exhibits and reports furnished to the Term Agent or the Term Lenders do
not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any
fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made,
and will promptly disclose to the Term Agent and the Term Lenders and correct any material defect or error that may be discovered
therein or in any Loan Document or in the execution, acknowledgement or recordation thereof.


 


(b)          Promptly
upon request by the Term Agent, the Credit Parties shall (and, subject to the limitations hereinafter set forth, shall cause each
of their Subsidiaries to) take such additional actions and execute such documents as the Term Agent may reasonably require from
time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) to subject
to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral
Documents, (iii) to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens
intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the
Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document.
Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, the Credit
Parties shall immediately notify the Term Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and
in any event within thirty (30) days), cause such Person to join this Agreement as a Borrower or Guarantor, as applicable, and
to cause each such Person to grant to the Term Agent, for the benefit of the Secured Parties, a security interest in, subject
to the limitations hereinafter set forth, all of such Person’s Property to secure such obligations. Furthermore and except
as otherwise approved in writing by the Required Lenders, each Credit Party shall, and shall cause each of its Subsidiaries to,
pledge all of the Stock and Stock Equivalents of each of its Subsidiaries owned by such Credit Party, in each instance, to the
Term Agent, for the benefit of the Secured Parties, to secure the Obligations. In connection with each pledge of Stock and Stock
Equivalents, the Credit Parties shall deliver, or cause to be delivered, to Term Agent, stock certificates and irrevocable proxies
and stock powers with respect to the Stock and Stock Equivalents that are certificated and/or assignments, as applicable, duly
executed in blank. In the event any Credit Party or any Subsidiary of any Credit Party acquires any owned Real Estate, such Person
shall, (i) promptly notify the Term Agent of same, and (ii) at the request of the Term Agent, execute and/or deliver, or cause
to be executed and/or delivered, to the Term Agent, a fully executed Mortgage with respect to such Real Estate and such other
documentation and materials related thereto as the Term Agent may reasonably request in connection therewith. In addition, the
Credit Parties shall satisfy the Federal Flood Insurance requirements of Section 4.6.


 






    	29



    	 



    

 


(c)          Notwithstanding
anything to the contrary contained herein, each Subsidiary of the Lead Borrower that is an obligor for any Subordinated Indebtedness
shall be a Credit Party under the Loan Documents.


 


4.14       Environmental
Matters.


 


Each
Credit Party shall comply with, and maintain its Real Estate, whether owned, leased, subleased or otherwise operated or occupied,
in compliance in all material respects with, all applicable Environmental Laws (including by implementing any Remedial Action
necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority. Each Credit
Party shall cause each of its Subsidiaries to comply with, and maintain its Real Estate, whether (x) owned, leased or subleased
or (y) operated or occupied in a manner that such Subsidiary is in control of such Real Property, in compliance in all material
respects with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance)
or that is required by orders and directives of any Governmental Authority. Without limiting the foregoing, if an Event of Default
is continuing or if the Term Agent at any time has a reasonable basis to believe that there exist violations of Environmental
Laws by any Credit Party or any Subsidiary of any Credit Party or that there exist any Environmental Liabilities, then each Credit
Party shall, promptly upon receipt of written request from the Term Agent, cause the performance of, and allow the Term Agent
and its Related Persons access to such Real Estate for the purpose of conducting, such environmental audits and assessments, solely
to the extent necessary to determine the extent of such Event of Default, violations or Environmental Liabilities, including subsurface
sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Term Agent may from time to time
reasonably request. Such audits, assessments and reports, to the extent not conducted by the Term Agent or any of its Related
Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Term Agent and
shall be in form and substance reasonably acceptable to the Term Agent.


 


4.15       Leases.
Each Credit Party shall, and shall cause each Subsidiary to, make all payments and otherwise perform all obligations in respect
of all leases of Real Estate and warehouse facilities where any material Collateral is located, keep such leases in full force
and effect and not allow such leases to lapse or be terminated, notify the Term Agent of any default by any party with respect
to such leases and cooperate with the Term Agent in all respects to cure any such default, and cause each of its Subsidiaries
to do so, except, in any case, (i) for those amounts contested in good faith by appropriate proceedings diligently conducted and
for which adequate reserves are maintained on the books of the Credit Parties in accordance with GAAP or (ii) for any lease that
is terminated at its stated termination date or is terminated prior to its stated termination date by mutual agreement between
the lessor and the applicable Credit Party, in each case, so long as any Inventory or other material Collateral has been removed
from such location.


 






    	30



    	 



    

 


4.16       Senior
Ranking. The Indebtedness under any Subordinated Indebtedness Documents shall, and Borrowers shall take all necessary action
to ensure that the Indebtedness thereunder shall, at all times, be subordinated in right of payment to the Obligations.


 


4.17       Foreign
Pension Plans and Benefit Plans. None of the Credit Parties or any of their Subsidiaries shall hereafter adopt, implement,
or contribute to any Foreign Pension Plan or Foreign Benefit Plan without the Term Agent’s prior written consent.


 


4.18       Term
Agent Board Information Rights. The Borrowers shall provide the Term Agent with board materials and written minutes of each
meeting of such Borrower’s board of directors or managers or any committee thereof (or action by written consent) as soon
as available (and in any event not later than five (5) Business Days after such materials or minutes are made available to the
board of directors or managers, as the case may be); provided that such written minutes may exclude any attorney-client
privileged communications to the extent necessary to preserve the privilege in respect thereof (as determined by the board of
directors of such Borrower in good faith).


 


4.19       Post-Closing
Covenant. Each Credit Party, as applicable, shall execute and deliver the documents and complete the tasks set forth on Schedule
4.19, in each case within the time limits specified on such Schedule (or such later times as determined by the Term Agent
in its sole discretion).


 


4.20       Assignment
of Claims Act. At the request of the Term Agent, the Credit Parties shall take such steps as the Term Agent may reasonably
request to assign any material contract or agreement with any Governmental Authority where such agreement, or the underlying Account,
is subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727) or any similar state or local law.


 


ARTICLE
V.

NEGATIVE COVENANTS


 


Each
Credit Party covenants and agrees that, so long as the Term Loans or other Obligation (other than contingent indemnification and
expense reimbursement Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


 


5.1         Limitation
on Liens.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired,
other than the following (“Permitted Liens”):


 


(a)          any
Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule
5.1;


 


(b)          any
Lien created under any Loan Document;


 






    	31



    	 



    

 


(c)          Customary
Permitted Encumbrances;


 


(d)          Liens
on fixed or capital assets acquired, constructed or improved by the Borrowers or any Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by Section 5.5(d), (ii) such security interests and the Indebtedness secured
thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or
capital assets and (iv) such security interests shall not apply to any other Property or assets of such Borrower or Subsidiary
or any other Borrower or Subsidiary;


 


(e)          Liens
on cash and Cash Equivalents securing reimbursement obligations in respect of letters of credit and related Indebtedness permitted
to be incurred hereunder, and in any event, not securing more than $350,000 of Indebtedness in the aggregate at any time;


 


(f)          Liens
granted in the Ordinary Course of Business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent the financing is permitted under Section 5.5; and


 


(g)          Liens
granted by a Subsidiary of the Borrowers in favor of the Borrowers or another Credit Party in respect of Indebtedness permitted
hereunder owed by such Subsidiary to the Borrowers or such other Credit Party; provided that such Indebtedness is evidenced
by an intercompany promissory note, in form and substance reasonably satisfactory to the Term Agent and subject to a first priority
perfected security interest in favor of the Term Agent as collateral security for the Obligations.


 


5.2         Disposition
of Assets.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign,
lease, convey, transfer, license, or otherwise Dispose of (whether in one or a series of transactions) any Property (including
the Stock of any Subsidiary of any Credit Party, whether in a public or a private offering or otherwise, and accounts and notes
receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except for the following (“Permitted
Dispositions”):


 


(a)          Dispositions
of Inventory in the Ordinary Course of Business,


 


(b)          Dispositions
of worn-out, obsolete or surplus equipment or Property, all in the Ordinary Course of Business;


 


(c)          Dispositions
by (i) any Credit Party (other than the Borrowers) or any Subsidiary thereof to a Borrower or any other Credit Party, and (ii)
any Subsidiary of a Credit Party that is not a Credit Party to any other Subsidiary of a Credit Party that is not a Credit Party;


 


(d)          Dispositions
of the assets or Property of NextAlarm, LLC in an arm’s length transaction with an unaffiliated third party (provided that
such Permitted Disposition shall not include any assets or Property of any other Credit Party that may be transferred, sold, or
otherwise Disposed of from such Credit Party to NextAlarm, LLC);


 


(e)          licenses,
on a non-exclusive basis, of Intellectual Property rights in the Ordinary Course of Business;


 






    	32



    	 



    

 


(f)          Dispositions
of accounts receivable in connection with the collection or compromise thereof in the Ordinary Course of Business not to exceed
$250,000 in any calendar year;


 


(g)          (i)
any lapse of Intellectual Property by any Credit Party that is not economically desirable in the conduct of the Credit Parties’
business or (ii) any abandonment of Intellectual Property rights in the Ordinary Course of Business so long as (in each case under
clauses (i) and (ii)), such lapse is not materially adverse to the interests of the Secured Parties and such Intellectual Property
is not then being used by the Credit Parties in the Ordinary Course of Business;


 


(h)          Leases
or subleases of Real Estate and leasehold improvements in connection therewith, in all cases, in the Ordinary Course of Business;


 


(i)          any
Event of Loss; and


 


(j)          so
long as no Default or Event of Default then exists or would arise therefrom, Dispositions not otherwise permitted under this Section
5.2 with respect to which the Net Proceeds do not exceed $250,000 in the aggregate in any calendar year;


 


provided
that all sales, transfers, leases and other dispositions permitted under this Section 5.2 shall be made for fair value.


 


5.3         Consolidations
and Mergers.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except upon not less than five (5) Business
Days prior written notice to the Term Agent, (i) any Subsidiary of a Borrower may merge with, or dissolve or liquidate into, a
Borrower or another Credit Party, provided that such Borrower or such other Credit Party shall be the continuing or surviving
entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor
of the Term Agent shall have been completed, or (ii) any Subsidiary of a Borrower that is not a Credit Party may merge with or
dissolve or liquidate into another Subsidiary of a Borrower that is not a Credit Party.


 


5.4         Acquisitions;
Loans and Investments.


 


No
Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any
commitment to purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in,
any Person, including the establishment or creation of a Subsidiary, or (ii) make or commit to make any Acquisitions, or any other
acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including
without limitation, by way of merger, consolidation or other combination or (iii) make or purchase, or commit to make or purchase,
any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including the Borrowers,
any Affiliate of the Borrowers or any Subsidiary of the Borrowers (the items described in clauses (i), (ii) and
(iii) are referred to as “Investments”), except for:


 


(a)          Investments
in cash and Cash Equivalents, subject to Control Agreements in favor of the Term Agent for the benefit of the Secured Parties
or otherwise subject to a perfected security interest in favor of the Term Agent for the benefit of the Secured Parties;


 






    	33



    	 



    

 


(b)          the
Investments existing on the Closing Date and set forth in Schedule 5.4;


 


(c)          loans
or advances to employees permitted under Section 5.6(c);


 


(d)          Investments
in the form of Rate Contracts permitted by Section 5.9(c);


 


(e)          Investments
(including intercompany loans and trade receivables) by any Credit Party to or in any other Credit Party so long as the Term Agent
has a first priority, perfected Lien in any intercompany loans and has received an intercompany note evidencing such intercompany
loans, together with transfer powers executed in blank in connection therewith;


 


(f)          Investments
in the form of trade receivables between a Credit Party and any Subsidiary of a Credit Party that is not a Credit Party in the
Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Credit Party or such Subsidiary
upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable
arm’s length transaction with a Person not an Affiliate of a Credit Party or such Subsidiary; and


 


(g)          extensions
of payment terms made to customers in the Ordinary Course of Business.


 


5.5         Limitation
on Indebtedness.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist,
or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:


 


(a)          the
Obligations;


 


(b)          Indebtedness
consisting of Contingent Obligations described in clause (j) of the definition of Indebtedness and permitted pursuant to
Section 5.9;


 


(c)          Indebtedness
existing on the Closing Date and set forth in Schedule 5.5 including Permitted Refinancings thereof;


 


(d)          Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets
(whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and
Permitted Refinancings thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition
or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this
Section 5.5(d) shall not exceed $1,250,000 at any time outstanding;


 






    	34



    	 



    

 


(e)          Indebtedness
of any Credit Party to any other Credit Party so long as the Term Agent has a first priority, perfected Lien in any intercompany
loans and has received an intercompany note evidencing such intercompany loans, together with transfer powers executed in blank
in connection therewith;


 


(f)          Indebtedness
owed to any person providing workers’ compensation, health, disability or other employee benefits or property, casualty
or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the
Ordinary Course of Business;


 


(g)         Indebtedness
owed to any Person providing property, casualty, liability, or other insurance to the Credit Parties, so long as the amount of
such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such
insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only during such period,
and which, in all cases, does not exceed $550,000 outstanding at any time;


 


(h)         unsecured
Indebtedness incurred in the Ordinary Course of Business in respect of the following bank products or services extended to any
Credit Party in an aggregate amount not to exceed $500,000 at any time: (i) cash management services and (ii) and commercial credit
card and merchant card services;


 


(i)          Subordinated
Indebtedness;


 


(j)          Indebtedness
incurred by any Credit Party arising from agreements providing for indemnification or from guaranties or letters of credit, surety
bonds or performance bonds securing the performance of a Credit Party pursuant to such agreements or in connection with permitted
dispositions of any business, assets or Subsidiary of a Credit Party or any of its Subsidiaries;


 


(k)         Indebtedness
which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred
in the Ordinary Course of Business;


 


(l)          Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts that are promptly repaid,
in the Ordinary Course of Business; and


 


(m)        other
unsecured Indebtedness owing by the Credit Parties to Persons that are not Affiliates of the Credit Parties not exceeding $250,000
in the aggregate at any time outstanding.


 


5.6         Employee
Loans and Transactions with Affiliates.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, enter into any transaction with any
Affiliate of a Borrower or of any such Subsidiary, except:


 


(a)         as
expressly permitted by this Agreement;


 


(b)         in
the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Credit Party or such Subsidiary
upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable
arm’s-length transaction with a Person not an Affiliate of a Borrower or such Subsidiary; and


 






    	35



    	 



    

 


(c)          loans
or advances made by a Credit Party to its directors, officers and other employees on an arm’s-length basis in the Ordinary
Course of Business for reasonable travel and entertainment expenses, relocation costs and similar purposes up to a maximum of
$100,000 in the aggregate at any one time outstanding;


 


(d)          transactions
between or among Credit Parties;


 


(e)          any
Indebtedness permitted under Section 5.5(e);


 


(f)          any
Restricted Payment permitted by Section 5.11;


 


(g)          payments
permitted by Section 5.7; and


 


(h)          any
transactions permitted by Sections 5.2 and 5.3.


 


5.7        
 Management Fees and Compensation.


 


No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees
to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit
Party, except with respect to (a) payment of reasonable compensation to officers, employees, and Affiliates for actual services
rendered to the Credit Parties and their Subsidiaries and reimbursement of actual out-of-pocket expenses, in all cases, in the
Ordinary Course of Business and (b) payment of reasonable directors’ fees and reimbursement of actual out-of-pocket expenses
incurred in connection with attending board of director meetings.


 


5.8        
 Margin Stock; Use of Proceeds.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion of the Term Loan proceeds,
directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Credit Party or
others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of
Law or in violation of this Agreement.


 


5.9        
 Contingent Obligations.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Contingent Obligations (other than indemnities to officers and directors of such Person to the extent permitted by applicable
law) except in respect of the Obligations and except:


 


(a)          endorsements
for collection or deposit in the Ordinary Course of Business;


 


(b)          Guaranties
of Indebtedness of any Credit Party that is permitted by Section 5.5; provided that if such Indebtedness is subordinated
to the Obligations, such guaranty shall be subordinated to the same extent;


 






    	36



    	 



    

 


(c)          Rate
Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation;


 


(d)          Contingent
Obligations of the Credit Parties and their Subsidiaries: (i) existing as of the Closing Date and listed in Schedule 5.9,
including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose more restrictive
or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed
or extended and are not less favorable to the Term Agent and Term Lenders; and (ii) for performance bonds, bonds, letters of credit
and bank guaranties issued under bank facilities in the Ordinary Course of Business; provided, however, that the
aggregate amount of Contingent Obligations under this clause (d), shall not exceed $750,000 in the aggregate at any time.


 


5.10       Compliance
with ERISA.


 


No
ERISA Affiliate shall cause or suffer to exist (a) any event that would reasonably be expected to result in the imposition of
a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan, Multiemployer Plan,
Foreign Benefit Plan or Foreign Pension Plan, or (b) any other ERISA Event, that would, in the aggregate, result in Liabilities
of the Credit Parties in excess of $100,000 in the aggregate. No Credit Party shall cause or suffer to exist any event that would
reasonably be expected to result in the imposition of a Lien on any asset of a Credit Party or Subsidiary of a Credit Party with
respect to any Benefit Plan, Multiemployer Plan, Foreign Benefit Plan or Foreign Pension Plan.


 


5.11       Restricted
Payments.


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment
or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent,
or (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding (the items
described in clauses (i) and (ii) above are referred to as “Restricted Payments”); except that:


 


(a)          any
Subsidiary of the Lead Borrower may declare and pay dividends to the Lead Borrower or any other Credit Party,


 


(b)          so
long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, a Credit Party may repurchase,
redeem or otherwise acquire or retire any of its Stock or Stock Equivalents from current or former employees, officers or directors
of Credit Party or any of its Subsidiaries or their respective estates, spouses, former spouses, family members or other permitted
transferees, in an aggregate amount not to exceed $250,000 in any calendar year; and


 


(c)          Lead
Borrower may declare and pay dividends with respect to its common Stock payable solely in additional shares of its common Stock.


 


5.12       Change
in Business.


 


No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, engage in any business other than businesses
of the type conducted by each Borrower and their Subsidiaries on the Closing Date and businesses reasonably related or complementary
thereto. Neither DCX Systems, Inc., a Pennsylvania corporation, nor Digilog, Inc., a Pennsylvania corporation, shall own any assets
(other than intercompany receivables) or engage in any business or operations (other than solely those incidental to effectuating
their dissolutions in accordance with Schedule 4.19).


 






    	37



    	 



    

 


5.13       Change
in Structure; Foreign Subsidiaries.


 


Except
as expressly permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries
to, make any changes in its equity capital structure, issue any Stock or Stock Equivalents (other than with respect to a Borrower)
or amend any of its Organization Documents, in each case, in any respect materially adverse to the Term Agent or the Term Lenders.
No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, create, form or otherwise acquire any Foreign
Subsidiaries without the Term Agent’s prior written consent.


 


5.14       Changes
in Accounting, Name or Jurisdiction of Organization; .


 


No
Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in
accounting treatment or reporting practices, except as required by GAAP, (ii) change the Fiscal Year or method for determining
Fiscal Quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party, (iii) change its name as it appears
in official filings in its jurisdiction of organization or (iv) change its jurisdiction of organization or type of organization,
in the case of clauses (iii) and (iv), without at least ten (10) days’ prior written notice to the Term Agent and the acknowledgement
of the Term Agent that all actions reasonably required by the Term Agent, including those to continue the perfection of its Liens,
have been completed.


 


5.15       Amendments
to Subordinated Indebtedness. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries directly or
indirectly to, amend or modify any Subordinated Indebtedness Documents except as may otherwise be permitted under the applicable
Subordination Agreement.


 


5.16       No
Negative Pledges.


 


No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise
cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit
Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s
Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to any Borrower
or any other Credit Party, or to make loans or advances to any Borrower, or to transfer any of the properties or assets of such
Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise
restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired;
provided that the foregoing in this Section 5.16 shall not apply to restrictions and conditions (i) imposed by Requirements
of Law, (ii) imposed by the Loan Documents, (iii) existing on the date hereof and identified on Schedule 5.16 (but shall
apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition),
(iv) to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted by
the terms of this Agreement, (v) clause (b) shall not apply to restrictions or conditions imposed by any agreement relating to
secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply
only to the property or assets securing such Indebtedness and (vi) clause (b) of the foregoing shall not apply to customary provisions
in leases restricting the assignment thereof.


 






    	38



    	 



    

 


5.17       OFAC;
Patriot Act.


 


No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to fail to comply with the laws, regulations and
executive orders referred to in Sections 3.27 and 3.28.


 


5.18       Sale-Leasebacks.


 


No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or
similar transaction involving any of its assets.


 


5.19       Hazardous
Materials.


 


No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, cause or suffer to exist any Release of any Hazardous
Material at, to or from any Real Estate that would (a) violate any Environmental Law or (b) form the basis for any Environmental
Liabilities.


 


5.20       Prepayments
of Other Indebtedness.


 


No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, voluntarily purchase,
redeem, defease or prepay any principal of, premium, if any, or any interest, fees, redemption, exchange, purchase, retirement,
defeasance, sinking fund, or other amount with respect to, Indebtedness (including, without limitation, any Subordinated Indebtedness)
other than (a) the Obligations, (b) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been
sold or otherwise disposed of in a transaction permitted hereunder, (c) prepayments of Indebtedness to the extent permitted by
Section 5.11, (d) a Permitted Refinancing of Indebtedness permitted under Sections 5.5(c) and 5.5(d) and
(e) prepayment of intercompany Indebtedness owing to Credit Parties.


 


5.21       [Reserved].


 


5.22       Guaranty
Under Material Indebtedness Agreement. No Subsidiary of any Borrower shall be or become a primary obligor or guarantor of
the Indebtedness incurred pursuant to any Material Indebtedness Agreement unless such Subsidiary shall also be a Credit Party
under this Agreement prior to or concurrently therewith


 


5.23       Financial
Covenants.


 


(a)          Minimum
Adjusted EBITDA. The Borrowers shall not permit Adjusted EBITDA, as of the last day of any quarter (for the immediately preceding
twelve (12) month period) set forth below to be less than the minimum amount set forth in the table below opposite such date:


 


	Quarter	Minimum
    Adjusted EBITDA
	March
    31, 2016	$7,179,000
	June
    30, 2016	$4,264,000
	September
    30, 2016	$4,092,000
	December
    31, 2016	$3,652,000
	March
    31, 2017	$6,525,000
	June
    30, 2017	$8,772,000
	September
    30, 2017	$11,654,000
	December
    31, 2017, and the last day of each fiscal quarter thereafter	$14,000,000


 






    	39



    	 



    

 


(b)          Minimum
Consolidated Fixed Charge Coverage Ratio. The Borrowers shall not permit the Consolidated Fixed Charge Coverage Ratio, as
of the last day of any quarter (for the immediately preceding twelve (12) month period) set forth below, to be less than the minimum
ratio set forth in the table below opposite such date:


 


	
        Quarter
	Minimum
Consolidated Fixed Charge

Coverage Ratio

	March
    31, 2016	1.05
    : 1.00
	June
    30, 2016	0.60
    : 1.00
	September
    30, 2016	0.58
    : 1.00
	December
    31, 2016	0.52
    : 1.00
	March
    31, 2017	0.93
    : 1.00
	June
    30, 2017	1.25
    : 1.00
	September
    30, 2017, and the last day of each fiscal quarter thereafter	1.50
    : 1.00





 


(c)          Maximum
Consolidated Total Net Leverage. The Borrowers shall not permit the Consolidated Total Net Leverage, as of the last day of
any quarter (for the immediately preceding twelve (12) month period) set forth below, to be greater than the maximum ratio set
forth in the table below opposite such date:


 


	
        Quarter
	Maximum
Consolidated

Total Net Leverage

	March
    31, 2016	0.85
    : 1.00
	June
    30, 2016	1.55
    : 1.00
	September
    30, 2016	1.65
    : 1.00
	December
    31, 2016	1.77
    : 1.00
	March
31, 2017 and the last day of each fiscal quarter thereafter
	1.00
    : 1.00


  


(d)          Subscriber
Churn. The Borrowers shall not permit Churn, as of the last day of any quarter (for the immediately preceding three (3) month
period) set forth below, to be less than the percentage set forth in the table below opposite such date:


 


	 

        Quarter
	Churn
	March
    31, 2016	-7.50%
	June
    30, 2016	-5.00%
	September
    30, 2016 and the last day of each fiscal quarter thereafter	-2.50%


 






    	40



    	 



    

 


(e)          Minimum
Liquidity.          The Borrowers shall not permit Liquidity, at any time,
to be less than $5,000,000.


 


ARTICLE
VI.

EVENTS OF DEFAULT


 


6.1         Events
of Default.


 


Any
of the following shall constitute an “Event of Default”:


 


(a)          Non-Payment.
Any Credit Party fails (i) to pay when and as required to be paid herein, any amount of principal of any Term Loan, including
after maturity, or (ii) to pay within three (3) Business Days after the same shall become due, any interest on any Term Loans,
any fee or any other amount payable hereunder or pursuant to any other Loan Document;


 


(b)          Representation
or Warranty. Any representation, warranty or certification by or on behalf of any Credit Party or any of its Subsidiaries
made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other
statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under
any other Loan Document, shall prove to have been incorrect in any material respect when made (without duplication of other materiality
qualifiers contained therein);


 


(c)          Specific
Defaults. Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section 4.1,
4.2, 4.3(a), 4.4(a) (with respect to any Credit Party), 4.6, 4.9, 4.10, 4.11,
4.16, 4.18, 4.19, or 4.20, or Article V;


 


(d)          Other
Defaults. Any Credit Party or Subsidiary of any Credit Party fails to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30)
days;


 


(e)          Cross-Default.
Any Credit Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than
the Obligations) or Contingent Obligation (other than the Obligations) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than $250,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such
failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date
of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition
exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation (other than Contingent Obligations
owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or earnouts permitted hereunder),
if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary
or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination
terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded;


 






    	41



    	 



    

 


(f)          Insolvency;
Voluntary Proceedings. Any Borrower, individually, ceases or fails, or the Credit Parties and their Subsidiaries on a consolidated
basis, cease or fail, to be Solvent, or any Credit Party or any Subsidiary of any Credit Party: (i) generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at
stated maturity or otherwise; (ii) voluntarily ceases the operation of all or substantially all of its business in the ordinary
course of business, except as permitted by Sections 5.2 or 5.3; (iii) commences any Insolvency Proceeding with respect to itself;
or (iv) takes any action to effectuate or authorize any of the foregoing;


 


(g)          Involuntary
Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Credit Party or any Subsidiary of
any Credit Party, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against any
such Person’s Properties and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of
attachment, execution or similar process shall not be released, vacated or fully bonded within forty-five (45) days after commencement,
filing or levy; (ii) any Credit Party or Subsidiary of any Credit Party admits the material allegations of a petition against
it in any Insolvency Proceeding, or an order for relief is ordered in any Insolvency Proceeding; or (iii) any Credit Party or
any Subsidiary of any Credit Party acquiesces in the appointment of a receiver, receiver and manager, trustee, custodian, conservator,
liquidator, sequestrator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion
of its Property or business;


 


(h)          Monetary
Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any one
or more of the Credit Parties or any of their respective Subsidiaries involving in the aggregate a liability of $250,000 or more
(excluding amounts covered by insurance to the extent the relevant independent third party insurer has not denied coverage therefor),
and the same are not discharged, satisfied, vacated stayed, or bonded pending appeal within thirty (30) days after the entry thereof;


 


(i)          Non-Monetary
Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the Credit Parties
or any of their respective Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;


 


(j)          Collateral.
Any provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit Party
or any Subsidiary of any Credit Party party thereto or any Credit Party or any Subsidiary of any Credit Party shall so state in
writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason
(pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or
such security interest shall for any reason cease to be a perfected and first priority security interest subject only to Permitted
Liens that have priority under applicable law;


 


(k)          Ownership.
A Change in Control shall occur, other than an Acceptable Change in Control;


 






    	42



    	 



    

 


(l)           Invalidity
of Subordination Agreement. The subordination provisions of any Subordination Agreement shall for any reason be revoked
or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability
thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have
the priority contemplated by this Agreement or such subordination provisions;


 


(m)        Subordinated
Indebtedness Documents. Any “default” or “event of default” or other breach shall occur under the
Subordinated Indebtedness Documents;


 


(n)          ERISA.
(i) An ERISA Event occurs with respect to a Benefit Plan or any Multiemployer Plan which has resulted or would reasonably be expected
to result in liability of any Credit Party under Title IV of ERISA to such Benefit Plan or Multiemployer Plan or the PBGC in an
aggregate amount in excess of $100,000 or which could reasonably likely result in a Material Adverse Effect, or (ii) a Credit
Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess
of $100,000 or which could reasonably likely result in a Material Adverse Effect;


 


(o)          Material
Adverse Effect. A Material Adverse Effect shall occur; or


 


(p)          Indictment.The
indictment or institution of any legal process or proceeding against, (i) any Credit Party, or (ii) any Key Person, the Chief
Innovation & Technology Officer, Senior Vice President of Operations, Chief Marketing Officer or Chief Revenue Officer, in
all cases, under any federal, state, municipal, and other criminal statute, rule, regulation, order, or other requirement having
the force of law for a felony; provided, however, that, with respect to clause (ii) above, such indictment or institution
of legal process or proceeding shall not be considered an Event of Default if the Credit Parties promptly terminate such person’s
employment and all other professional roles within the Credit Parties.


 


6.2         Remedies.


 


Upon
the occurrence and during the continuance of any Event of Default, the Term Agent may, and shall at the request of the Required
Lenders:


 


(a)          declare
all or any portion of the unpaid principal amount of the Term Loans, all interest accrued and unpaid thereon, and all other amounts
owing or payable hereunder or under any other Loan Document to be immediately due and payable, terminate any then outstanding
commitments to lend to Borrowers; without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived by each Credit Party; and/or


 


(b)          exercise
on behalf of itself and the Term Lenders all rights and remedies available to it and the Term Lenders under the Loan Documents
or applicable law;


 


provided,
however, that upon the occurrence of any event specified in Section 6.1(f) or 6.1(g) above (in the case of
clause (i) of Section 6.1(g) upon the expiration of the forty-five (45) day period mentioned therein), the unpaid
principal amount of the Term Loans and all interest and other amounts as aforesaid shall automatically become due and payable
without further act of the Term Agent or any Term Lender.


 






    	43



    	 



    

 


6.3         Rights
Not Exclusive.


 


The
rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers,
privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter
arising.


 


ARTICLE
VII.

TERM AGENT


 


7.1         Appointment
and Duties.


 


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


 


(b)          Duties
as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Term Agent shall have
the sole and exclusive right and authority (to the exclusion of the Term Lenders), and is hereby authorized, to (i) act as the
disbursing and collecting agent for the Term Lenders with respect to all payments and collections arising in connection with the
Loan Documents (including in any proceeding described in Section 6.1(g) or any other bankruptcy, insolvency or similar
proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized
to make such payment to the Term Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the
claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 6.1(f) or (g) or any
other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (iii)
act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all
other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is
necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents,
(vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Term Agent and the other Secured
Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii)
execute any amendment, consent or waiver under the Loan Documents on behalf of any Term Lender that has consented in writing to
such amendment, consent or waiver; provided, however, that the Term Agent hereby appoints, authorizes and directs
each Term Lender to act as collateral sub-agent for the Term Agent and the Term Lenders for purposes of the perfection of Liens
with respect to any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Term Lender,
and may further authorize and direct the Term Lenders to take further actions as collateral sub-agents for purposes of enforcing
such Liens or otherwise to transfer the Collateral subject thereto to the Term Agent, and each Term Lender hereby agrees to take
such further actions to the extent, and only to the extent, so authorized and directed.


 


(c)          Limited
Duties. Under the Loan Documents, the Term Agent (i) is acting solely on behalf of the Secured Parties (except to the limited
extent provided in Section 1.4(b) with respect to the Register), with duties that are entirely administrative in nature,
notwithstanding the use of the defined term “Term Agent”, the terms “agent”, and “collateral agent”
and similar terms in any Loan Document to refer to the Term Agent, which terms are used for title purposes only, (ii) is not assuming
any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of
or for any Term Lender or any other Person and (iii) shall have no implied functions, responsibilities, duties, obligations or
other liabilities under any Loan Document, and each Secured Party, by accepting the benefits of the Loan Documents, hereby waives
and agrees not to assert any claim against the Term Agent based on the roles, duties and legal relationships expressly disclaimed
in clauses (i) through (iii) above.


 






    	44



    	 



    

 


7.2         Binding
Effect.


 


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


 


7.3         Use
of Discretion.


 


(a)          The
Term Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Term Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided
for herein or in the other Loan Documents); provided, that the Term Agent shall not be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Term Agent to liability or that is contrary to any Loan Document
or applicable Requirement of Law.


 


(b)          The
Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to any Credit Party or its Affiliates that is communicated
to or obtained by the Term Agent or any of its Affiliates in any capacity.


 


(c)          Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance
with the Loan Documents for the benefit of all the Term Lenders; provided that the foregoing shall not prohibit (i) the
Term Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the
Term Agent) hereunder and under the other Loan Documents, or (ii) any Term Lender from exercising setoff rights in accordance
with Section 8.11; and provided further that if at any time there is no Person acting as the Term Agent hereunder
and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant
to Section 6.2 and (B) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso
and subject to Section 8.11, any Term Lender may, with the consent of the Required Lenders, enforce any rights and remedies
available to it and as authorized by the Required Lenders.


 






    	45



    	 



    

 



7.4         Delegation of
Rights and Duties.


 


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


 


7.5         Reliance and
Liability.


 


(a)          The Term Agent may,
without incurring any liability hereunder, (i) treat the payee of any Term Note as its holder until such Term Note has been assigned
in accordance with Section 8.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with
any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors
to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including
those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine
and transmitted, signed or otherwise authenticated by the appropriate parties.


 


(b)          None of the Term Agent
and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with
any Loan Document, and each Secured Party, each Borrower and each other Credit Party hereby waive and shall not assert (and each
Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action based thereon,
except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Term Agent or, as
the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction)
in connection with the duties expressly set forth herein. Without limiting the foregoing, the Term Agent:


 


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


 


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


 


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


 



     46


     

    

 


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


 


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


 


(c)          Each Term Lender (i)
acknowledges that it has performed and will continue to perform its own diligence and has made and will continue to make its own
independent investigation of the operations, financial conditions and affairs of the Credit Parties and their Subsidiaries and
(ii) agrees that it shall not rely on any audit or other report provided by the Term Agent or its Related Persons (an “Agent
Report”). Each Term Lender further acknowledges that any Agent Report (i) is provided to the Term Lenders solely as a
courtesy, without consideration, and based upon the understanding that such Term Lender will not rely on such Agent Report, (ii)
was prepared by the Term Agent or its Related Persons based upon information provided by the Credit Parties solely for the Term
Agent’s own internal use, (iii) may not be complete and may not reflect all information and findings obtained by the Term
Agent or its Related Persons regarding the operations and condition of the Credit Parties. Neither the Term Agent nor any of its
Related Persons makes any representations or warranties of any kind with respect to (i) any existing or proposed financing, (ii)
the accuracy or completeness of the information contained in any Agent Report or in any related documentation, (iii) the scope
or adequacy of the Term Agent’s and its Related Persons’ due diligence, or the presence or absence of any errors or
omissions contained in any Agent Report or in any related documentation, and (iv) any work performed by the Term Agent or the Term
Agent’s Related Persons in connection with or using any Agent Report or any related documentation.


 


(d)          Neither the Term Agent
nor any of its Related Persons shall have any duties or obligations in connection with or as a result of any Term Lender receiving
a copy of any Agent Report. Without limiting the generality of the forgoing, neither Term Agent nor any of its Related Persons
shall have any responsibility for the accuracy or completeness of any Agent Report, or the appropriateness of any Agent Report
for any Term Lender’s purposes, and shall have no duty or responsibility to correct or update any Agent Report or disclose
to any Term Lender any other information not embodied in any Agent Report, including any supplemental information obtained after
the date of any Agent Report. Each Term Lender releases, and agrees that it will not assert, any claim against the Term Agent or
its Related Persons that in any way relates to any Agent Report or arises out of any Term Lender having access to any Agent Report
or any discussion of its contents, and agrees to indemnify and hold harmless the Term Agent and its Related Persons from all claims,
liabilities and expenses relating to a breach by any Term Lender arising out of such Term Lender’s access to any Agent Report
or any discussion of its contents.


 






     47


     

    

 


7.6         Term Agent Individually.


 


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


 


7.7         Term Lender Credit
Decision.


 


(a)          Each Term Lender acknowledges
that it shall, independently and without reliance upon the Term Agent, any Term Lender or any of their Related Persons or upon
any document (including any offering and disclosure materials in connection with the syndication of the Term Loans) solely or in
part because such document was transmitted by the Term Agent or any of its Related Persons, conduct its own independent investigation
of the financial condition and affairs of each Credit Party and their respective Subsidiaries and make and continue to make its
own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect
to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate.
Except for documents expressly required by any Loan Document to be transmitted by the Term Agent to the Term Lenders, the Term
Agent shall not have any duty or responsibility to provide any Term Lender with any credit or other information concerning the
business, prospects, operations, Property, financial and other condition or creditworthiness of any Credit Party or any Affiliate
of any Credit Party that may come in to the possession of the Term Agent or any of its Related Persons.


 


7.8         Expenses; Indemnities;
Withholding.


 


(a)          Each Term Lender agrees
to reimburse the Term Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon demand,
severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors
and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by the Term Agent or any of its Related
Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or
enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring
or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for
document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities
under, any Loan Document.


 


(b)          Each Term Lender further
agrees to indemnify the Term Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party), severally
and ratably, from and against Liabilities (including, to the extent not indemnified pursuant to Section 7.8(c), taxes,
interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any
Term Lender) that may be imposed on, incurred by or asserted against the Term Agent or any of its Related Persons in any matter
relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event
or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be
taken by the Term Agent or any of its Related Persons under or with respect to any of the foregoing.


 






     48


     

    

 


(c)          To the extent required
by any applicable law, the Term Agent may withhold from any payment to any Term Lender under a Loan Document an amount equal to
any applicable withholding tax. If the IRS or any other Governmental Authority asserts a claim that the Term Agent did not properly
withhold tax from amounts paid to or for the account of any Term Lender (because the appropriate certification form was not delivered,
was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular
type of payment, or because such Term Lender failed to notify the Term Agent or any other Person of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), or the Term Agent reasonably
determines that it was required to withhold taxes from a prior payment but failed to do so, such Term Lender shall promptly indemnify
the Term Agent fully for all amounts paid, directly or indirectly, by the Term Agent as tax or otherwise, including penalties and
interest, and together with all expenses incurred by the Term Agent, including legal expenses, allocated internal costs and out-of-pocket
expenses. The Term Agent may offset against any payment to any Term Lender under a Loan Document, any applicable withholding tax
that was required to be withheld from any prior payment to such Term Lender but which was not so withheld, as well as any other
amounts for which the Term Agent is entitled to indemnification from such Term Lender under this Section 7.8(c).


 


7.9         Resignation.


 


(a)          The Term Agent may
resign at any time by delivering notice of such resignation to the Term Lenders and the Borrowers, effective on the date set forth
in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms
of this Section 7.9. If the Term Agent delivers any such notice, the Required Lenders shall have the right to appoint a
successor Term Agent. If, after 30 days after the date of the retiring Term Agent’s notice of resignation, no successor Term
Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Term Agent may, on behalf
of the Term Lenders, appoint a successor Term Agent from among the Term Lenders. Each appointment under this clause (a)
shall be subject to the prior consent of the Lead Borrower, which may not be unreasonably withheld but shall not be required during
the continuance of an Event of Default.


 


(b)          Effective immediately
upon its resignation, (i) the retiring Term Agent shall be discharged from its duties and obligations under the Loan Documents,
(ii) the Term Lenders shall assume and perform all of the duties of the Term Agent until a successor Term Agent shall have accepted
a valid appointment hereunder, (iii) the retiring Term Agent and its Related Persons shall no longer have the benefit of any provision
of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Term Agent was, or
because such Term Agent had been, validly acting as the Term Agent under the Loan Documents and (iv) subject to its rights under
Section 7.3, the retiring Term Agent shall take such action as may be reasonably necessary to assign to the successor
Term Agent its rights as Term Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment
as the Term Agent, a successor Term Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties
of the retiring Term Agent under the Loan Documents.


 






     49


     

    

 


7.10       Release of Collateral
or Guarantors.


 


Each Term Lender hereby
consents to the release and hereby directs the Term Agent to release (or, in the case of clause (b)(ii) below, release or
subordinate) the following:


 


(a)          any Subsidiary of
any Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit
Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent);
and


 


(b)          any Lien held by the
Term Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed
of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent), and (ii) all
of the Collateral and all Credit Parties, upon (A) payment and satisfaction in full in immediately available funds of all of the
Term Loans and all other Obligations (excluding contingent indemnification and expense reimbursement Obligations as to which no
claim has been asserted), (B) deposit of cash collateral with respect to all contingent Obligations, in amounts and on terms and
conditions and with parties satisfactory to the Term Agent and each Indemnitee that is, or may be, owed such Obligations (excluding
contingent indemnification and expense reimbursement Obligations as to which no claim has been asserted) and (C) to the extent
requested by the Term Agent, receipt by the Term Agent and the Secured Parties of liability releases from the Credit Parties each
in form and substance reasonably acceptable to the Term Agent.


 


Each of the Term Lenders hereby directs the
Term Agent, and the Term Agent hereby agrees, upon receipt of at least five (5) Business Days’ advance notice from the Borrowers,
to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens
when and as directed in this Section 7.10.


 


ARTICLE
VIII.

MISCELLANEOUS


 


8.1        Amendments and
Waivers.


 


(a)         No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by any Credit Party
therefrom, shall be effective unless the same shall be in writing and signed by the Term Agent, the Required Lenders (or by the
Term Agent with the consent of the Required Lenders), and the Borrowers, and then such waiver shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent
shall, unless in writing and signed by all the Term Lenders directly affected thereby (or by the Term Agent with the consent of
all the Term Lenders directly affected thereby), in addition to the Term Agent and the Required Lenders (or by the Term Agent with
the consent of the Required Lenders) and the Borrowers, do any of the following:


 


(i)          postpone or delay
any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts
(other than principal) due to the Term Lenders (or any of them) hereunder or under any other Loan Document (for the avoidance of
doubt, (x) the waiver of a Default or Event of Default or the waiver of the imposition of increased interest pursuant to Section
1.3(c) shall not constitute a reduction of interest for purposes hereof and (y) mandatory prepayments pursuant to Section
1.6 may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);


 






     50


     

    

 


(ii)        reduce the principal
of, or the rate of interest specified herein or the amount of interest payable in cash specified herein on the Term Loans, or of
any fees or other amounts payable hereunder or under any other Loan Document (for the avoidance of doubt, the waiver of a Default
or Event of Default or the waiver of the imposition of increased interest pursuant to Section 1.3(c) shall not constitute
a reduction of interest for purposes hereof);


 


(iii)       amend or modify
Section 1.8 in any manner that would alter the order of treatment or the pro rata sharing of payments required thereby;


 


(iv)        [reserved];


 


(v)         amend this Section
8.1 or change (x) the term “Required Lenders” or (y) the percentage of Term Lenders which shall be required for
the Term Lenders to take any action hereunder;


 


(vi)        discharge the Borrowers
from their payment Obligations under the Loan Documents, permit any assignment of such obligations, or release all or substantially
all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; or


 


(vii)       subordinate (x)
all or substantially all of the Liens granted pursuant to the Loan Documents or (y) the Obligations, in each case other than as
otherwise permitted hereunder.


 


it being agreed that all Term Lenders shall
be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (v) - (vii).


 


(b)         No amendment, waiver
or consent shall, unless in writing and signed by the Term Agent, in addition to the Required Lenders or all Term Lenders directly
affected thereby, as the case may be (or by the Term Agent with the consent of the Required Lenders or all the Term Lenders directly
affected thereby, as the case may be), affect the rights or duties of the Term Agent under this Agreement or any other Loan Document.
Notwithstanding anything to the contrary contained in this Section 8.1, the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.


 


(c)          Notwithstanding anything
to the contrary contained in this Section 8.1, the Term Agent and the Lead Borrower may amend or modify this Agreement
and any other Loan Document to (i) cure any ambiguity, omission, defect or inconsistency therein, or (ii) grant a new Lien for
the benefit of the Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties or
join additional Persons as Credit Parties.


 


8.2         Notices.


 


(a)          Addresses.
All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless
otherwise expressly specified herein, and (i) addressed to the address set forth on the applicable signature page hereto (as such
address may be updated from time to time by providing written notice to the other parties hereto in accordance with this Section
8.2(a)), (ii) posted to any E-System approved by or set up by or at the direction of the Term Agent or (iii) addressed to such
other address as shall be notified in writing (A) in the case of the Borrowers and the Term Agent, to the other parties hereto
and (B) in the case of all other parties, to the Borrowers and the Term Agent. Transmissions made by electronic mail to the Term
Agent shall be effective only (x) for notices where such transmission is specifically authorized by this Agreement, (y) if
such transmission is delivered in compliance with procedures of the Term Agent applicable at the time and previously communicated
to Borrowers, and (z) if receipt of such transmission is acknowledged by the Term Agent.


 



     51


     

    

 


(b)          Effectiveness.
(i) All communications described in clause (a) above and all other notices, demands, requests and other communications made
in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal
delivery, (ii) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (iii) if
delivered by certified or registered mail, upon receipt, (iv) if delivered by facsimile (other than to post to an E-System pursuant
to clause (a)(ii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting
to any E-System, on the later of the Business Day of such posting and the Business Day access to such posting is given to the recipient
thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications
to the Term Agent pursuant to Article I shall be effective until received by the Term Agent.


 


              (ii)          The posting, completion
and/or submission by any Credit Party of any communication pursuant to an E-System shall constitute a representation and warranty
by the Credit Parties that any representation, warranty, certification or other similar statement required by the Loan Documents
to be provided, given or made by a Credit Party in connection with any such communication is true, correct and complete except
as expressly noted in such communication or E-System.


 


(c)          Each Term Lender shall
notify the Term Agent in writing of any changes in the address to which notices to such Term Lender should be directed, of addresses
of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative
information as the Term Agent shall reasonably request.


 


8.3          Electronic Transmissions.


 


(a)          Authorization.
Subject to the provisions of Section 8.2(a), each of the Term Agent, the Term Lenders, each Credit Party and each of their
Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic
Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Credit Party and each Secured
Party acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated
with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby
authorizing the transmission of Electronic Transmissions.


 


(b)          Signatures.
Subject to the provisions of Section 8.2(a), (i)(A) no posting to any E-System shall be denied legal effect merely because
it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement
for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”,
in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions
Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing
such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature
may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which
the Term Agent, each Secured Party and each Credit Party may rely and assume the authenticity thereof, (iii) each such posting
containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect
and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability
of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring
certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s
or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.


 






     52


     

    

 


(c)          Separate Agreements.
All uses of an E-System shall be governed by and subject to, in addition to Section 8.2 and this Section 8.3, the
separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy
as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by the Term Agent
and Credit Parties in connection with the use of such E-System.


 


(d)          LIMITATION OF LIABILITY.
ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE TERM
AGENT, ANY TERM LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC
TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY THE TERM AGENT, ANY
TERM LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS. Each of the Borrowers, each other Credit Party executing this Agreement and each Secured Party agrees that the Term Agent
has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with
any Electronic Transmission or otherwise required for any E-System.


 


8.4          No Waiver; Cumulative
Remedies.


 


No failure to exercise
and no delay in exercising, on the part of the Term Agent or any Term Lender, any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing
between any Credit Party, any Affiliate of any Credit Party, the Term Agent or any Term Lender shall be effective to amend, modify
or discharge any provision of this Agreement or any of the other Loan Documents.


 






     53


     

    

 


8.5           Costs and Expenses.


 


Any action taken by any
Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Term Agent
or Required Lenders, shall be at the expense of such Credit Party, and neither Term Agent nor any other Secured Party shall be
required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly
provided therein. In addition, each Borrower agrees to pay or reimburse upon demand: (a) Term Agent for all fees, disbursements,
out-of-pocket costs and expenses (including reasonable travel expenses) incurred by it or any of its Related Persons in connection
with the investigation, development, preparation, documentation, negotiation, execution, interpretation, monitoring or administration
of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other
document prepared in connection therewith or the consummation, monitoring and administration of any transaction contemplated herein
or therein (including, without limitation, assignments), in each case including Attorney Costs of Term Agent, background checks
and similar expenses and, subject to any limitations contained in Section 4.9, the cost of environmental audits, field examinations,
wind-down analyses, Collateral audits and appraisals, (b) Term Agent for all reasonable costs and expenses incurred by it or any
of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be
reimbursed, in addition to the out-of-pocket costs and expenses of such examiners), in each case, subject to any limitations contained
in Section 4.9, (c) each of Term Agent and its respective Related Persons for all costs and expenses incurred in connection
with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”,
(ii) the enforcement, protection or preservation of any right or remedy under any Loan Document, any Obligation, with respect to
the Collateral or any other related right or remedy (including, without limitation, any efforts to preserve, protect, collect,
or enforce the Collateral) or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with
respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any
Credit Party, Loan Document, Obligation or related transaction (or the response to and preparation for any subpoena or request
for document production relating thereto), including Attorney Costs of Term Agent, and (d) fees and disbursements of Attorney Costs
of one (1) law firm on behalf of all Term Lenders (in addition to Attorney Costs for Term Agent) incurred in connection with any
of the matters referred to in clause (c) above.


 


8.6          Indemnity.


 


(a)          Each Credit Party
agrees to indemnify, hold harmless and defend Term Agent, each Term Lender and each of their respective Related Persons (each such
Person being an “Indemnitee”) from and against all Liabilities that may be imposed on, incurred by or asserted
against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document,
any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Term Loan or any securities filing of,
or with respect to, any Credit Party, (ii) any Contractual Obligation entered into in connection with any E-Systems or other Electronic
Transmissions relating to or arising out of, in connection with, or as a result of, any Loan Document, any Obligation (or repayment
thereof), or the use or intended use of the proceeds of any Term Loan, or any securities filing of, or with respect to, any Credit
Party, (iii) any actual or prospective investigation, litigation or other proceeding, relating to or arising out of, in connection
with, or as a result of, any Loan Document, any Obligation (or repayment thereof), or the use or intended use of the proceeds of
any Term Loan, or any securities filing of, or with respect to, any Credit Party, whether or not brought by any such Indemnitee
or any of its Related Persons, any holders of securities or creditors (and including legal fees in any case), whether or not any
such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial
law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise
or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified
Matters”); provided, however, that no Credit Party shall have any liability under this Section 8.6
to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified
Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence
or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment
or order. Furthermore, each of the Borrowers and each other Credit Party executing this Agreement waives and agrees not to assert
against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution
with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. Without limiting the
provisions of Section 9.1(d), this Section 8.6(a) shall not apply with respect to Taxes other than any Taxes that
represent losses, claims, damages, etc. arising from any non-Tax claim.


 






     54


     

    

 


(b)          Without limiting the
foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from, or otherwise
involving, any property of any Credit Party or any Related Person of any Credit Party or any actual, alleged or prospective damage
to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or
into such property or natural resource or any property on or contiguous to any Real Estate of any Credit Party or any Related Person
of any Credit Party, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant
to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Credit Party or any Related Person of any
Credit Party or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case
except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Term Agent or following Term
Agent or any Term Lender having become the successor-in-interest to any Credit Party or any Related Person of any Credit Party
and (ii) are attributable solely to acts of such Indemnitee.


 


8.7          Marshaling; Payments
Set Aside.


 


No Secured Party shall
be under any obligation to marshal any Property in favor of any Credit Party or any other Person or against or in payment of any
Obligation. To the extent that any Secured Party receives a payment from any Borrower, from any other Credit Party, from the proceeds
of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently,
in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver
or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and
all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.


 


8.8          Successors and
Assigns.


 


The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided
that any assignment by any Term Lender shall be subject to the provisions of Section 8.9, and provided further
that neither the Borrowers nor any other Credit Party may assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the Term Agent and each Term Lender.


 


8.9          Assignments and
Participations; Binding Effect.


 


(a)          Binding Effect.
This Agreement shall become effective when it shall have been executed by the Borrowers, the other Credit Parties signatory hereto,
the Term Agent and when the Term Agent shall have been notified by each Term Lender that such Term Lender has executed it. Thereafter,
it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrowers, the other Credit Parties hereto
(in each case except for Article VII), the Term Agent, each Term Lender and their respective successors and permitted
assigns. Except as expressly provided in any Loan Document (including in Section 7.9 and Section 8.9), none
of the Borrowers, any other Credit Party, any Term Lender or the Term Agent shall have the right to assign any rights or obligations
hereunder or any interest herein.


 






     55


     

    

 


(b)          Right to Assign.
Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations
hereunder (including all or a portion of its rights and obligations with respect to the Term Loans) to (i) any existing Term Lender,
(ii) any Affiliate or Approved Fund of any existing Term Lender or (iii) any other Person (that is not a natural Person) acceptable
to the Term Agent; provided, however, that (w) the aggregate outstanding principal amount (determined as of the effective
date of the applicable Assignment) of the portion of the Term Loans subject to any such Sale shall be in a minimum amount of $500,000
and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund
of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such
facility or is made with the prior consent of Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing
of such Sale by the Term Agent, and (y) interest accrued prior to and through the date of any such Sale may not be assigned. Notwithstanding
the foregoing, prior to the occurrence of an Event of Default, no Term Lender may assign any portion of its rights and obligations
hereunder to an operating company which is a direct competitor of the Lead Borrower. The Term Agent’s refusal to accept a
Sale to a Credit Party (or an Affiliate of a Credit Party) or a holder of Subordinated Indebtedness (or an Affiliate of such a
holder), or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not
be deemed to be unreasonable.


 


(c)          Procedure.
The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f)
below) shall execute and deliver to the Term Agent an Assignment via an electronic settlement system designated by the Term Agent
(or, if previously agreed with the Term Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together
with any existing Term Note subject to such Sale (or any affidavit of loss therefor acceptable to the Term Agent), any tax forms
required to be delivered pursuant to Section 9.1 and payment of an assignment fee in the amount of $3,500 to the Term
Agent, unless waived or reduced by the Term Agent; provided, that (i) if a Sale by a Term Lender is made to an Affiliate
or an Approved Fund of such assigning Term Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if
a Sale by a Term Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Term Lender, and concurrently
to one or more Affiliates or Approved Funds of such Assignee, then only one assignment fee of $3,500 shall be due in connection
with such Sale (unless waived or reduced by the Term Agent). Upon receipt of all the foregoing, and conditioned upon such receipt
and, if such Assignment is made in accordance with clause (iii) of Section 8.9(b), upon the Term Agent (and the Borrowers,
if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, the Term Agent shall
record or cause to be recorded in the Register the information contained in such Assignment.


 


(d)          Effectiveness.
Subject to the recording of an Assignment by the Term Agent in the Register pursuant to Section 1.4(b), (i) the assignee
thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned
to such assignee pursuant to such Assignment, shall have the rights and obligations of a Term Lender, (ii) any applicable Term
Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights
and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those
surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those
relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining
portion of an assigning Term Lender’s rights and obligations under the Loan Documents, such Term Lender shall cease to be
a party hereto).


 






     56


     

    

 


(e)          Grant of Security
Interests. In addition to the other rights provided in this Section 8.9, each Term Lender may grant a security interest
in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including
rights to payments of principal or interest on the Term Loans), to (A) any federal reserve bank (pursuant to Regulation A of the
Federal Reserve Board), without notice to the Term Agent or (B) any holder of, or trustee for the benefit of the holders of,
such Term Lender’s Indebtedness or equity securities, by notice to the Term Agent; provided, however, that
no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made
through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Term Lender hereunder
and no such Term Lender shall be relieved of any of its obligations hereunder.


 


(f)          Participants and
SPVs. In addition to the other rights provided in this Section 8.9, each Term Lender may, (x) with notice to the Term
Agent, grant to an SPV the option to make all or any part of the Term Loans that such Term Lender would otherwise be required to
make hereunder (and the exercise of such option by such SPV and the making of the Term Loans pursuant thereto shall satisfy the
obligation of such Term Lender to make such Term Loans hereunder) and such SPV may assign to such Term Lender the right to receive
payment with respect to any Obligation and (y) without notice to or consent from the Term Agent or the Borrowers, sell participations
to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights
and obligations with respect to the Term Loans); provided, however, that, whether as a result of any term of any
Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made
an offer to commit, to make any portion of the Term Loans hereunder, and, except as provided in the applicable option agreement,
none shall be liable for any obligation of such Term Lender hereunder, (ii) such Term Lender’s rights and obligations, and
the rights and obligations of the Credit Parties and the Secured Parties towards such Term Lender, under any Loan Document shall
remain unchanged and each other party hereto shall continue to deal solely with such Term Lender, which shall remain the holder
of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article
IX, but, with respect to Section 9.1, only to the extent such participant or SPV delivers the tax forms such Term Lender
is required to collect pursuant to Section 9.1(f) and then only to the extent of any amount to which such Term Lender would
be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise
be made to such Term Lender with respect to the portion of the Term Loans funded by such SPV to the extent provided in the applicable
option agreement and set forth in a notice provided to the Term Agent by such SPV and such Term Lender, provided, however,
that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce
any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly,
as a restraint on such Term Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with
respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Term Lender may have under or
in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described
in clauses (i) and (ii) of Section 8.1(a) with respect to amounts, or dates fixed for payment of amounts,
to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in clause
(v) of Section 8.1(a). No party hereto shall institute (and the Borrowers shall cause each other Credit Party not to
institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency,
liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding
commercial paper of such SPV; provided, however, that each Term Lender having designated an SPV as such agrees to
indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing
to institute such proceeding (including a failure to be reimbursed by such SPV for any such Liability). The agreement in the preceding
sentence shall survive the payment in full of the Obligations.


 






     57


     

    

 


8.10         Non-Public Information;
Confidentiality.


 


 (a)          Non-Public Information.
Term Agent and each Term Lender acknowledges and agrees that it may receive material non-public information (“MNPI”)
hereunder concerning the Credit Parties and their Affiliates and agrees to use such information in compliance with all relevant
policies, procedures and applicable Requirements of Laws.


 


 (b)          Confidential Information.
Each Term Lender and Term Agent agrees to use all commercially reasonable efforts to maintain, in accordance with its customary
practices, the confidentiality of information obtained by it pursuant to any Loan Document, except that such information may be
disclosed (i) with the Lead Borrower’s consent, (ii) to Related Persons, funding sources and investment committees of such
Term Lender, or Term Agent, as the case may be, that are advised of the confidential nature of such information and are instructed
to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently
is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 8.10 or (B) available
to such Term Lender or Term Agent or any of their Related Persons, as the case may be, from a source (other than any Credit Party)
not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements
of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary
for inclusion in league table measurements, (vi) (A) to the National Association of Insurance Commissioners or any similar organization,
any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information
that does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective
investors therein) or participants and to their respective Related Persons, in each case to the extent such assignees, investors,
participants or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 8.10
(and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), (viii)
to any other party hereto, (ix) to any rating agency (provided that, prior to any such disclosure, such holder shall make
the recipient of such Confidential Information aware of the confidential nature of the same), and (x) in connection with the exercise
or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such
Term Lender or Term Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public
statements or disclosures by Credit Parties or their Related Persons referring to a Term Lender or Term Agent or any of their Related
Persons. In the event of any conflict between the terms of this Section 8.10 and those of any other Contractual Obligation
entered into with any Credit Party (whether or not a Loan Document), the terms of this Section 8.10 shall govern.


 


 (c)          Tombstones.
The Term Agent or any Term Lender may from time to time, with the prior consent of the Lead Borrower, publish advertising material
(including press releases) relating to the financing transactions contemplated by this Agreement using any Credit Party’s
name, product photographs, logo or trademark.


 






     58


     

    

 


 (d)          Press Release and
Related Matters. No Credit Party shall, and no Credit Party shall permit any of its Affiliates to, issue any press release
or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities
of any Credit Party) using the name, logo or otherwise referring to Crystal or of any of its Affiliates, the Loan Documents or
any transaction contemplated therein to which Term Agent is party without the prior consent of Crystal except to the extent required
to do so under applicable Requirements of Law and then, only after consulting with Crystal.


 


 (e)          Distribution of
Materials to Term Lenders. The Credit Parties acknowledge and agree that the Loan Documents and all reports, notices, communications
and other information or materials provided or delivered by, or on behalf of, the Credit Parties hereunder (collectively, the “Borrower
Materials”) may be disseminated by, or on behalf of, Term Agent, and made available, to the Term Lenders by posting such
Borrower Materials on an E-System. The Credit Parties authorize Term Agent to download copies of their logos from its website and
post copies thereof on an E-System.


 


 (f)          Material Non-Public
Information. The Credit Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit Parties
has publicly traded equity or debt securities in the U.S., they shall (and shall cause such parent company or Subsidiary, as the
case may be, to) (i) identify in writing, and (ii) clearly and conspicuously mark such Borrower Materials that contain only information
that is publicly available or that is not material for purposes of U.S. federal and state securities laws as “PUBLIC”.
The Credit Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials
with the Securities and Exchange Commission, then Term Agent and the Term Lenders shall be entitled to treat such Borrower Materials
as not containing any MNPI for purposes of U.S. federal and state securities laws. The Credit Parties further represent, warrant,
acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do
not contain any MNPI: (A) the Loan Documents, including the exhibits attached thereto, but excluding the schedules attached thereto,
and (B) administrative materials of a customary nature prepared by the Credit Parties or Term Agent. Before distribution of any
Borrower Materials, the Credit Parties agree to execute and deliver to Term Agent a letter authorizing distribution of the evaluation
materials to prospective Term Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution
of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein.


 


8.11         Set-off; Sharing
of Payments.


 


 (a)          Right of Setoff.
Each of Term Agent, each Term Lender and each Affiliate (including each branch office thereof) of any of them is hereby authorized,
without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance
of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all
deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or
other obligations at any time owing by Term Agent, such Term Lender or any of their respective Affiliates to or for the credit
or the account of any Borrower or any other Credit Party against any Obligation of any Credit Party now or hereafter existing,
whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may
be unmatured. No Term Lender shall exercise any such right of setoff without the prior consent of Term Agent or Required Lenders.
Each of Term Agent and each Term Lender agrees promptly to notify the Lead Borrower and Term Agent after any such setoff and application
made by such Term Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect
the validity of such setoff and application. The rights under this Section 8.11 are in addition to any other rights and
remedies (including other rights of setoff) that Term Agent, the Term Lenders, their Affiliates and the other Secured Parties,
may have.


 






     59


     

    

 


 (b)          Sharing of Payments,
Etc. If any Term Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of
any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral
or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Section 8.9 or Article
IX and such payment exceeds the amount such Term Lender would have been entitled to receive if all payments had gone to, and
been distributed by, the Term Agent in accordance with the provisions of the Loan Documents, such Term Lender shall purchase for
cash from other Term Lenders such participations in their Obligations as necessary for such Term Lender to share such excess payment
with such Term Lenders to ensure such payment is applied as though it had been received by the Term Agent and applied in accordance
with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations
in accordance herewith); provided, however, that (i) if such payment is rescinded or otherwise recovered from such
Term Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Term
Lender without interest and (ii) such Term Lender shall, to the fullest extent permitted by applicable Requirements of Law, be
able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such
Term Lender were the direct creditor of the applicable Credit Party in the amount of such participation.


 


8.12         Counterparts;
Facsimile Signature.


 


This Agreement may be executed
in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement
by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.


 


8.13         Severability.


 


The illegality or unenforceability
of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the
legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.


 


8.14         Captions.


 


The captions and headings
of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.


 


8.15         Independence
of Provisions.


 


The parties hereto acknowledge
that this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same
or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly
stated to the contrary in this Agreement.


 






     60


     

    

 


8.16         Interpretation.


 


This Agreement is the result
of negotiations among and has been reviewed by counsel to Credit Parties, the Term Agent, each Term Lender and other parties hereto,
and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against
the Term Lenders or the Term Agent merely because of the Term Agent’s or the Term Lenders’ involvement in the preparation
of such documents and agreements. Without limiting the generality of the foregoing, each of the parties hereto has had the advice
of counsel with respect to Sections 8.18 and 8.19.


 


8.17         No Third Parties
Benefited.


 


This Agreement is made
and entered into for the sole protection and legal benefit of the Borrowers, the Term Lenders and the Term Agent, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or any of the other Loan Documents. Neither the Term Agent nor any
Term Lender shall have any obligation to any Person not a party to this Agreement or the other Loan Documents.


 


8.18         Governing Law
and Jurisdiction.


 


 (a)          Governing Law.
The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement,
including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation,
any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment
interest) but without giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York General
Obligations Law.


 


 (b)          Submission to Jurisdiction.
Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New
York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District
of New York and, by execution and delivery of this Agreement, each party hereto executing this Agreement hereby accepts
for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided
that nothing in this Agreement shall limit the right of the Term Agent to commence any proceeding in the federal or state courts
of any other jurisdiction to the extent the Term Agent determines that such action is necessary or appropriate to exercise its
rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each
other Credit Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds
of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.


 


 (c)          Service of Process.
Each party hereto hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents
and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States
of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable
Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of the
Borrowers specified herein (and shall be effective when such mailing shall be effective, as provided therein). Each party hereto
agrees that a final judgment in any such action 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.


 






     61


     

    

 


 (d)          Non-Exclusive Jurisdiction.
Nothing contained in this Section 8.18 shall affect the right of the Term Agent or any Term Lender to serve process in any
other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Credit
Party in any other jurisdiction.


 


8.19         Waiver of Jury
Trial.


 


THE PARTIES HERETO, TO
THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION
WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER
APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.


 


8.20         Entire Agreement;
Release; Survival.


 


 (a)          THE LOAN DOCUMENTS
EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER
THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY CREDIT PARTY
AND ANY TERM LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT
OTHER THAN THE FEE LETTER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS
OF THIS AGREEMENT SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENT OR SUCH TERMS OF SUCH OTHER LOAN
DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY
TO COMPLY THEREWITH).


 


 (b)          Execution of this
Agreement by the Credit Parties constitutes a full, complete and irrevocable release of any and all claims which each Credit Party
may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter
of this Agreement and the other Loan Documents. In no event shall any Indemnitee be liable on any theory of liability for any special,
indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each of the Borrowers
and each other Credit Party signatory hereto hereby waives, releases and agrees (and shall cause each other Credit Party to waive,
release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not
accrued and whether or not known or suspected to exist in its favor.


 


 (c)          (i) Any indemnification
or other protection provided to any Indemnitee pursuant to this Section 8.20, Sections 8.5 (Costs and Expenses) and
8.6 (Indemnity) and Article VII (Term Agent) and Article IX (Taxes and Yield Protection) and (ii) the provisions
of Section 8.1 of the Guaranty and Security Agreement, in each case, shall (x) survive the payment in full of all Obligations
and (y) with respect to clause (i) above, inure to the benefit of any Person that at any time held a right thereunder (as
an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.


 






     62


     

    

 


8.21         Patriot Act.


 


Each Term Lender that is
subject to the Patriot Act hereby notifies the Credit Parties that pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of
each Credit Party and other information that will allow such Term Lender to identify each Credit Party in accordance with the Patriot
Act.


 


8.22         Replacement
of Term Lenders. Within thirty (30) days after: (i) receipt by the Borrowers of written notice and demand from any Term Lender
that is not the Term Agent or an Affiliate of the Term Agent (an “Affected Lender”) for payment of additional
costs as provided in Sections 9.1 and/or 9.2 (in amounts in excess of additional costs demanded to be paid by
other Term Lenders with respect to the same matters); or (ii) any failure by any Term Lender (other than the Term Agent or an Affiliate
of the Term Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which the Term Agent has
already consented to such amendment, waiver or modification but the consent of such Term Lender (or each Term Lender, or each Term
Lender directly affected thereby, as applicable) is required with respect thereto, either the Term Agent or the Lead Borrower may,
at its respective option, notify the other of the Term Agent or the Lead Borrower (as the case may be) and such Affected Lender
(or such non-consenting Term Lender) of the Term Agent’s or the Lead Borrower’s intention to obtain, at the Borrowers’
expense, a replacement Term Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Term
Lender), which Replacement Lender shall be reasonably satisfactory to the Term Agent. In the event the Term Agent or the Lead Borrower
obtains a Replacement Lender within thirty (30) days following notice of its intention to do so, the Affected Lender (or such non-consenting
Term Lender) shall sell and assign its portion of the Term Loans to such Replacement Lender, at par, provided that the Borrowers
have reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through
the date of such sale and assignment. In the event that a replaced Term Lender does not execute an Assignment pursuant to Section
8.9 within five (5) Business Days after receipt by such replaced Term Lender of notice of replacement pursuant to this Section
8.22 and presentation to such replaced Term Lender of an Assignment evidencing an assignment pursuant to this Section 8.22,
the Term Agent shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Term Lender, and
any such Assignment so executed by the Borrowers, the Replacement Lender and the Term Agent (for itself and on behalf of such Affected
Lender (or such non-consenting Term Lender)), shall be effective for purposes of this Section 8.22 and Section 8.9.
Upon any such assignment and payment and compliance with the other provisions of Section 8.9, such replaced Term Lender
shall no longer constitute a “Term Lender” for purposes hereof; provided, any rights of such replaced Term Lender
to indemnification hereunder shall survive.


 


8.23         Creditor-Debtor
Relationship.


 


The relationship between
the Term Agent, and each Term Lender, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and
debtor. No Secured Party has any fiduciary relationship or duty to any Credit Party arising out of or in connection with, and there
is no agency, tenancy or joint venture relationship between the Secured Parties and the Credit Parties by virtue of, any Loan Document
or any transaction contemplated therein.


 






     63


     

    

 


8.24         Actions in Concert.


 


Notwithstanding anything
contained herein to the contrary, each Term Lender hereby agrees with each other Term Lender that no Term Lender shall take any
action to protect or enforce its rights against any Credit Party arising out of this Agreement or any other Loan Document (including
exercising any rights of setoff) without first obtaining the prior written consent of the Term Agent or Required Lenders, it being
the intent of the Term Lenders that any such action to protect or enforce rights under this Agreement and the other Loan Documents
shall be taken in concert and at the direction or with the consent of the Term Agent or Required Lenders.


 


ARTICLE
IX.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


9.1          Taxes.


 


(a)          Except as otherwise
provided in this Section 9.1, each payment by any Credit Party under any Loan Document shall be made free and clear of all
present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority and all liabilities
with respect thereto (and without deduction for any of them) (collectively, but excluding Excluded Taxes, the “Taxes”).


 


(b)          If any Taxes shall
be required by any Requirement of Law to be deducted from or in respect of any amount payable under any Loan Document to any Secured
Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including
deductions applicable to any increases to any amount under this Section 9.1), such Secured Party receives the amount it
would have received had no such deductions been made, (ii) the relevant Credit Party shall make such deductions, (iii) the relevant
Credit Party shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable
Requirements of Law and (iv) within 30 days after such payment is made, the relevant Credit Party shall deliver to Term Agent an
original or certified copy of a receipt evidencing such payment or other evidence of payment reasonably satisfactory to Term Agent.


 


(c)          In addition, the Borrowers
agrees to pay, and authorize Term Agent to pay in their name, any stamp, documentary, excise or property tax, charges or similar
levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including
by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise
with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”).
Within 30 days after the date of any payment of Other Taxes by any Credit Party or the Term Agent, as the case may be, such party
shall furnish to the other, at its address referred to in Section 8.2, the original or a certified copy of a receipt evidencing
payment thereof or other evidence of payment reasonably satisfactory to Term Agent or any Credit Party, as the case may be.


 






     64


     

    

 


(d)          The Borrowers shall
reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Term Agent), each Secured Party for all
Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section
9.1) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Taxes or
Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of Term Agent on behalf of such Secured
Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to
the Lead Borrower with copy to Term Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining
such amount, Term Agent and such Secured Party may use any reasonable averaging and attribution methods.


 


(e)          Any Term Lender claiming
any additional amounts payable pursuant to this Section 9.1 shall use its commercially reasonable efforts (consistent with
its internal policies and Requirements of Law) to change the jurisdiction of its Lending Office if such a change would reduce any
such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Term
Lender, be otherwise disadvantageous to such Term Lender.


 


(f)          (i)           Each Non-U.S.
Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or is subject
to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender
Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification
expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification
previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the Lead Borrower or Term
Agent (or, in the case of a participant or SPV, the relevant Term Lender), provide Term Agent and the Lead Borrower (or, in the
case of a participant or SPV, the relevant Term Lender) with two completed originals of each of the following, as applicable: (A)
IRS Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or
business), W-8BEN or W-8BEN-E (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or
W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a
Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, IRS Form W-8BEN or W-8BEN-E (claiming exemption
from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance
acceptable to Term Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, (2) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code
or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable
document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States
withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents.
Unless the Lead Borrower and Term Agent have received forms or other documents satisfactory to them indicating that payments under
any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax
at a rate reduced by an applicable tax treaty, the Credit Parties and Term Agent shall withhold amounts required to be withheld
by applicable Requirements of Law from such payments at the applicable statutory rate.


 


(ii)          Each U.S. Lender
Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior
to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring
a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time
to time if requested by the Lead Borrower or Term Agent (or, in the case of a participant or SPV, the relevant Term Lender), provide
Term Agent and the Lead Borrower (or, in the case of a participant or SPV, the relevant Term Lender) with two completed originals
of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor
form.


 






     65


     

    

 


(iii)         Each Term Lender
having sold a participation in any of its Obligations or identified an SPV as such to Term Agent shall collect from such participant
or SPV the documents described in this clause (f) and provide them to Term Agent.


 


(iv)         If a payment made
to a Non-U.S. Lender Party would be subject to United States federal withholding tax imposed by FATCA if such Non-U.S. Lender Party
fails to comply with the applicable reporting requirements of FATCA, such Non-U.S. Lender Party shall deliver to Term Agent and
Lead Borrower any documentation under any Requirement of Law or reasonably requested by Term Agent or Lead Borrower sufficient
for Term Agent or Borrowers to comply with their obligations under FATCA and to determine that such Non-U.S. Lender has complied
with such applicable reporting requirements.


 


9.2          Increased Costs
and Reduction of Return.


 


(a)          If any Term Lender
shall have determined that:


 


(i)           the introduction
of any Capital Adequacy Regulation;


 


(ii)          any change in any
Capital Adequacy Regulation;


 


(iii)         any change in
the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged
with the interpretation or administration thereof; or


 


(iv)         compliance by such
Term Lender (or its Lending Office) or any entity controlling the Term Lender, with any Capital Adequacy Regulation;


 


affects the amount of capital required or expected
to be maintained by such Term Lender or any entity controlling such Term Lender and (taking into consideration such Term Lender’s
or such entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) determines
that the amount of such capital is increased as a consequence of its loans, credits or obligations under this Agreement, then,
within ten (10) days of demand of such Term Lender (with a copy to the Term Agent), the Borrowers shall pay to such Term Lender,
from time to time as specified by such Term Lender, additional amounts sufficient to compensate such Term Lender (or the entity
controlling the Term Lender) for such increase.


 


(b)          Notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a
Requirement of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (a) above, as applicable,
regardless of the date enacted, adopted or issued.


 






     66


     

    

 


9.3         Certificates
of Term Lenders.


 


Any Term Lender claiming
reimbursement or compensation pursuant to this Article IX shall deliver to the Lead Borrower (with a copy to the Term Agent)
a certificate setting forth in reasonable detail the amount payable to such Term Lender hereunder and such certificate shall be
conclusive and binding on the Borrowers in the absence of manifest error.


 


ARTICLE
X.

DEFINITIONS


 


10.1         Defined Terms.


 


The following terms have
the following meanings:


 


“Acceptable Change
in Control” means a Change in Control that is approved by the Term Agent in its sole discretion as acceptable, including,
without limitation, the continued financing of the Credit Parties by the Term Agent following such Change in Control.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition
of in excess of fifty percent (50%) of the Stock and Stock Equivalents of any Person or otherwise causing any Person to become
a Subsidiary of a Borrower, or (c) a merger or consolidation or any other combination with another Person.


 


“Adjusted EBITDA”
means, for any period, for the Lead Borrower and its Subsidiaries on a Consolidated basis, an amount equal to Consolidated Net
Income for such period plus (a) without duplication, the following to the extent deducted in calculating such Consolidated
Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for federal, state, local and foreign income
taxes payable by the Lead Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period,
(iv) non-cash equity-based compensation, (v) non-recurring, non-cash expenses which are deemed acceptable to the Term Agent, (vi)
the fees, costs, and expenses payable by the Borrowers in connection with the closing of the transactions contemplated by the Loan
Documents, and (vii) fees and expenses paid in connection with field examinations and wind-down analyses in accordance with Section
4.9(c), and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state,
local and foreign income tax credits of the Lead Borrower and its Subsidiaries for such period, (ii) extraordinary gains for such
period and (iii) all non-cash, non-recurring items increasing Consolidated Net Income for such period. For quarterly periods prior
to the closing date, “Adjusted EBITDA” shall be as follows: quarter ended December 31, 2015 - $1,963,000, quarter ended
September 30, 2015 - $1,664,000 and quarter ended June 30, 2015 - $3,410,000.


 


“Affected Lender”
has the meaning set forth in Section 8.22.


 


“Affiliate”
means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person
that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however,
that no Secured Party shall be an Affiliate of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the
provisions of the Loan Documents. For purposes of this definition, “control” means the possession of either (a) the
power to vote, or the beneficial ownership of, 10% or more of the voting Stock of such Person (either directly or through the ownership
of Stock Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.


 






     67


     

    


 



“Agent Report”
has the meaning set forth in Section 7.5(c).


 


“Applicable Margin”
means, at any time, (a) if the Credit Parties’ Adjusted EBITDA is greater than or equal to $10,000,000 for the immediately
preceding two (2) consecutive Fiscal Quarters (each tested for the applicable immediately preceding twelve (12) Fiscal Month period),
seven and three quarters percent (7.75%) per annum, and (b) if the Credit Parties’ Adjusted EBITDA is not greater than or
equal to $10,000,000 for the immediately preceding two (2) consecutive Fiscal Quarters (each tested for the applicable immediately
preceding twelve (12) Fiscal Month period), eight and one-half percent (8.50%) per annum.


 


“Approved Fund”
means, with respect to any Term Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business
or (ii) temporarily warehouses loans for any Term Lender or any Person described in clause (i) above and (b) is advised
or managed by (i) such Term Lender, (ii) any Affiliate of such Term Lender or (iii) any Person (other than an individual) or any
Affiliate of any Person (other than an individual) that administers or manages such Term Lender.


 


“Assignment”
means an assignment agreement entered into by a Term Lender, as assignor, and any Person, as assignee, pursuant to the terms and
provisions of Section 8.9 (with the consent of any party whose consent is required by Section 8.9), accepted by the
Term Agent, substantially in the form of Exhibit 10.1(a) or any other form approved by the Term Agent.


 


“Attorney Costs”
means and includes all reasonable fees and disbursements of any law firm or other external counsel (including local counsel, if
applicable).


 


“Bankruptcy Code”
means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.


 


“Benefit Plan”
means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise)
other than a Multiemployer Plan, to which any Credit Party incurs or otherwise has any obligation or liability, contingent or otherwise.


 


“Borrowers”
has the meaning specified in the preamble to this Agreement.


 


“Borrower Materials”
has the meaning specified in Section 8.10(e).


 


“Business Day”
means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and,
when determined in connection with notices and determinations in respect of LIBOR or any funding, conversion, continuation, or
payment of the Term Loans, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.


 


“Capital Adequacy
Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other
law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Term Lender or
of any corporation controlling a Term Lender.


 






    	68



    	 



    

 


“Capital Expenditures”
means, with respect to the Lead Borrower and its Subsidiaries for any period, any expenditure in respect of the purchase or other
acquisition of any fixed or capital asset (including, without limitation, capitalized software expenses).


 


“Capital Lease”
means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as
lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with
GAAP.


 


“Capital Lease Obligations”
means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback transaction of any
Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease
or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with
GAAP; provided that, for the avoidance of doubt, the adoption or issuance of any accounting standards after the Closing Date will
not cause any rental obligation that was not or would not have been a Capital Lease Obligation prior to such adoption or issuance
to be deemed a Capital Lease Obligation for any purpose under this Agreement.


 


“Cash Equivalents”
means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by, the
United States federal government or (ii) issued by any agency of the United States federal government the obligations of which
are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations
issued by any other agency of the United States federal government, any state of the United States or any political subdivision
of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P
or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or
“P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States,
(d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued
or accepted by (i) any Term Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state
thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal
banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any
United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments
referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below,
(ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable
for money market funds in the United States; provided, however, that the maturities of all obligations specified
in any of clauses (a), (b), (c) or (d) above shall not exceed 360 days.


 


“Change in Control”
means that (a) any Key Person ceases to hold such office with the Lead Borrower and replacements satisfactory to the Term Agent
are not made within one hundred twenty (120) days after such Key Person’s departure from Lead Borrower, or (b) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an “option right”)), directly or indirectly, of 25% or more of the equity interests
of the Lead Borrower entitled to vote for members of the board of directors or equivalent governing body of the Lead Borrower on
a fully-diluted basis (and taking into account all such equity interests that such “person” or “group”
has the right to acquire pursuant to any option right), (c) a majority of the members of the board of directors (or equivalent
body) of the Lead Borrower do not constitute Continuing Directors, (d) Lead Borrower fails to own and control, directly or indirectly,
100% of the Stock of the other Credit Parties (except as a result of a Permitted Disposition), or (e) the occurrence of a change
in control, or other term of similar import used therein, as defined in any Organization Document, Material Contract, or Material
Indebtedness Agreement.


 






    	69



    	 



    

 


“Churn”
means an amount equal to (a) (i) the aggregate number of subscribers at the end of a period minus, (ii) the aggregate number
of subscribers at the end of the prior period, divided by (b) the aggregate number of subscribers at the end of the prior period.


 


“Closing Date”
means March 9, 2016.


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Collateral”
means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Credit Party, upon which
a Lien in favor of the Term Agent, on behalf of itself, the Term Lenders and the other Secured Parties, is granted, purported to
be granted or otherwise exists, in each case, to secure the Obligations, whether under this Agreement, under any Collateral Document
or otherwise.


 


“Collateral Documents”
means, collectively, the Guaranty and Security Agreement, the IP Security Agreements, the Mortgages (if any), each Control Agreement,
and all other security agreements, pledge agreements, patent and trademark security agreements, lease assignments, guaranties and
other similar agreements, assignments of key man life insurance policies (if any) and all amendments, restatements, modifications
or supplements thereof or thereto, by or between any one or more of any Credit Party, and any Term Lender or the Term Agent for
the benefit of the Term Agent, the Term Lenders and other Secured Parties now or hereafter delivered to the Term Lenders or the
Term Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable
documents now or hereafter filed in accordance with the UCC or comparable law) against any such Person as debtor in favor of any
Term Lender or the Term Agent for the benefit of the Term Agent, the Term Lenders and the other Secured Parties, as secured party,
as any of the foregoing may be amended, restated and/or modified from time to time.


 


“Compliance Certificate”
means a certificate of the Lead Borrower in substantially the form of Exhibit 4.2(b).


 


“Consolidated”
means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term,
test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial position, cash
flows, or operating results of such Person and its Subsidiaries.


 


“Consolidated Fixed
Charge Coverage Ratio” means, with respect to the Lead Borrower and its Subsidiaries on a Consolidated basis for any
period, the ratio of (a) Adjusted EBITDA for such period to (b) the sum of (i) Capital Expenditures paid in cash during such period
plus (ii) the aggregate amount (but not less than $0) of federal, state, local and foreign income taxes paid in cash during
such period, plus (iii) Debt Service Charges paid in cash during such period, plus (iv) Restricted Payments paid
in cash during such period.


 






    	70



    	 



    

 


“Consolidated Interest
Expense” means, with respect to the Lead Borrower and its Subsidiaries on a Consolidated basis for any period, (a) all
interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance
with GAAP, (b) all interest paid or payable with respect to discontinued operations, (c) the portion of rent expense under Capital
Leases that is treated as interest in accordance with GAAP, and (d) any losses on hedging obligations or other derivative instruments
entered into for the purpose of hedging interest rate risk.


 


“Consolidated Net
Income” means, with respect to the Lead Borrower and its Subsidiaries on a Consolidated basis for any period, the aggregate
of the net income (loss) of the Lead Borrower and its Subsidiaries for such period, on a Consolidated basis, and otherwise determined
in accordance with GAAP; provided that Consolidated Net Income shall exclude (a) the net income of any Subsidiary during
such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income
is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or law applicable to such
Subsidiary during such period, except that the Lead Borrower’s equity in any net loss of any such Subsidiary for such period
shall be included in determining Consolidated Net Income, and (b) any income (or loss) for such period of any Person if such Person
is not a Subsidiary, except that the Lead Borrower’s equity in the net income of any such Person for such period shall be
included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to
the Lead Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a
Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Lead Borrower as described in clause
(b) of this proviso).


 


“Consolidated Senior
Funded Debt” means, as of any date of determination, the outstanding amount as of such date of all Indebtedness of the
Lead Borrower and its Subsidiaries on a Consolidated basis (other than (i) Subordinated Indebtedness if at all times subject to
a Subordination Agreement, and (ii) up to $1,250,000 of Indebtedness permitted under Section 5.5(d) solely to the extent incurred
after the Closing Date in connection with a IT systems and equipment upgrade).


 


“Consolidated Total
Net Leverage” means, as of the last day of any Fiscal Quarter, for the Lead Borrower and its Subsidiaries on a Consolidated
basis the ratio of (a) Net Debt to (b) Adjusted EBITDA for the twelve (12) month period ending on such day.


 


“Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness,
lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability,
or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole
or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or
as to which that Person is otherwise liable for reimbursement of drawings; (c) with respect to any performance bonds, bonds, bank
guaranties issued under bank facilities or otherwise or other similar instruments, (d) under any Rate Contracts; (e) to make take-or-pay
or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (f) for the obligations
of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting
security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition
or any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guarantied or otherwise supported or, if not a fixed and determined amount, the maximum amount so guarantied
or supported.


 






    	71



    	 



    

 


“Continuing Director”
means (a) any member of the board of directors of the Lead Borrower who was a director of the Lead Borrower on the Closing Date,
and (b) any individual who becomes a member of the board of directors of the Lead Borrower after the Closing Date if such individual
was approved, appointed or nominated for election to the board of directors by a majority of the Continuing Directors, but excluding
any such individual originally proposed for election in opposition to the board of directors in office at the Closing Date in an
actual or threatened election contest relating to the election of the directors of Lead Borrower and whose initial assumption of
office resulted from such contest or the settlement thereof.


 


“Contractual Obligations”
means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents or otherwise) issued
by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or
agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound or to which
any of its Property is subject.


 


“Control Account”
means each deposit account, securities account, or commodities account now or hereafter owned by the Credit Parties, other than
(i) an Excluded Account, or (ii) any other account owned by the Credit Parties where the Term Agent has agreed a Control Agreement
will not be required.


 


“Control Agreement”
means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract,
an agreement, in form and substance satisfactory to the Term Agent, among the Term Agent, the financial institution or other Person
at which such account is maintained or with which such entitlement or contract is carried and the Credit Party maintaining such
account, entitlement or contract, as applicable, effective to grant “control” (within the meaning of Articles 8 and
9 under the applicable UCC) over such account to the Term Agent.


 


“Copyrights”
means all present and future rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of
Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all tangible
and intangible property embodying such copyrights, all registrations and recordations thereof and all applications in connection
therewith.


 


“Credit Parties”
means, collectively, each Borrower and each Guarantor.


 


“Crystal”
has the meaning set forth in the preamble to this Agreement.


 


“Customary Permitted
Encumbrances” means:


 


(a)          Liens imposed by law for
taxes, assessments or governmental charges or levies that are not yet due and payable or are being contested in compliance with
Section 4.7(b);


 


(b)          carriers’, warehousemen’s,
landlord’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the
Ordinary Course of Business and securing obligations that are not overdue by more than 30 days or which are being contested in
good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture
or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;


 






    	72



    	 



    

 


(c)          pledges and deposits made
in the Ordinary Course of Business in compliance with workers’ compensation, unemployment insurance and other social security
laws or regulations; and


 


(d)          Liens (including rights
of set off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits permitted by this
Agreement and Liens in favor of collecting banks arising in the Ordinary Course of Business and pursuant to the UCC;


 


(e)          judgment liens in respect
of judgments (other than for payment of taxes, assessments or other governmental charges) that do not constitute an Event of Default
under Section 6.1(h);


 


(f)           Liens in favor of customs
and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of
goods in the Ordinary Course of Business;


 


(g)          statutory Liens of landlords
and lessors in respect of rent not in default; and


 


(h)          the title and interest
of a lessor or sublessor in and to personal property leased or subleased, in each case extending only to such personal property;


 


(i)           non-exclusive licenses
of Intellectual Property rights in the Ordinary Course of Business;


 


(j)           easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the Ordinary Course of Business that do not
secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the Ordinary
Course of Business of the Lead Borrower or any Subsidiary;


 


provided that the term
“Customary Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 


“Debt Service Charges”
means, for any period, the sum of (a) Consolidated Interest Expense plus (b) all scheduled principal payments made or required
to be made on account of Indebtedness for borrowed money (including, without limitation, principal payments in accordance with
Section 1.6(a)(i) and obligations with respect to Capital Leases for such period (excluding, for the avoidance of doubt,
all voluntary and mandatory prepayments), in each case determined in accordance with GAAP;


 


provided, however,
that with respect to the calculation of the amounts set forth in clause (a) above, for each of the quarters ending on March 31,
2016, June 30, 2016, September 30, 2016, and December 31, 2016, such amounts shall be calculated by: (i) determining the actual
amount thereof from the Closing Date through such date of determination, (ii) dividing such amount by the number of days that have
elapsed from the Closing Date through such date of determination, and (iii) multiplying the result by 365.


 






    	73



    	 



    

 


“Default”
means any event or circumstance that, with the passing of time or the giving of notice or both, would (if not cured or otherwise
remedied during such time) become an Event of Default.


 


“Disposition”
means (a) the sale, lease, conveyance, license, or other disposition of Property, and (b) the sale or transfer by any Borrower
or any Subsidiary of a Borrower of any Stock or Stock Equivalent issued by any Subsidiary of a Borrower and held by such transferor
Person.


 


“Dollars”,
“dollars” and “$” each mean lawful money of the United States of America.


 


“Domestic Subsidiary”
means any Subsidiary other than a Foreign Subsidiary.


 


“Electronic Transmission”
means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise
made or communicated by e-mail, or otherwise to or from an E-System.


 


“Environmental Laws”
means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection
of human health, safety, the workplace, the environment and natural resources, and including public notification requirements and
environmental transfer of ownership, notification or approval statutes. 


 


“Environmental Liabilities”
means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and
feasibility studies, including the cost of environmental consultants and the cost of attorney’s fees) that may be imposed
on, incurred by or asserted against any Credit Party or any Subsidiary of any Credit Party as a result of, or related to, any claim,
suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with
any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation
or occupation of property by any Credit Party or any Subsidiary of any Credit Party, whether on, prior or after the date hereof.


 


“Equipment”
means all “equipment,” as such term is defined in the UCC, now owned or hereafter acquired by any Credit Party,
wherever located.


 


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


 


“ERISA Affiliate”
means, collectively, any Credit Party and any Person under common control or treated as a single employer with, any Credit Party,
within the meaning of Section 414(b), (c), (m) or (o) of the Code.


 


“ERISA Event”
means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement
has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan; (b) the withdrawal
of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer,
as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal within the meaning of Sections 4203 or 4205 of
ERISA of any ERISA Affiliate from any Multiemployer Plan; (d) with respect to any Multiemployer Plan, the filing of a notice of
reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA; (e) the
filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041
of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure of
any ERISA Affiliate to make any required contribution to any Title IV Plan or Multiemployer Plan when due; (h) the imposition of
a Lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether
real or personal) of any ERISA Affiliate; (i) a written determination from the Internal Revenue Service or any other Governmental
Authority regarding the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section
401 or 501 of the Code to qualify thereunder; (j) a Title IV Plan is in “at risk” status within the meaning of Code
Section 430(i); (k) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning
of Section 432(b) of the Code; and (l) any other event or condition that might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer
Plan; or (m) the imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums
due but not delinquent.


 






    	74



    	 



    

 


“Event of Default”
has the meaning set forth in Section 6.1.


 


“Event of Loss”
means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property; or (b) any actual
condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of
such Property or the requisition of the use of such Property.


 


“Excess Cash Flow”
means, for any Excess Cash Flow Payment Date, an amount equal to the result (but not less than zero) of (a) Consolidated EBITDA,
minus (b) the sum of (i) the cash portion of Consolidated Interest Expense paid during such fiscal period, (ii) the cash
portion of income taxes paid during such period, (iii) all scheduled principal payments made in respect of the Term Loans during
such period, and (iv) the cash portion of Capital Expenditures made during such period. The calculation of Excess Cash Flow on
each Excess Cash Flow Payment Date shall be (i) set forth in a certificate signed by a Responsible Officer of the Lead Borrower
and delivered to the Term Agent on the Business Day immediately preceding the Excess Cash Flow Payment Date, and (ii) subject to
the reasonable approval of the Term Agent.


 


“Excess Cash Flow
Payment Date” means the third (3rd) Business Day following the delivery by the Lead Borrower to the Term Agent
of the audited financial statements and corresponding Compliance Certificate required to be delivered under Sections 4.1(a)
and 4.2(b) for a Fiscal Year of the Borrower (or the date such statements were required to be delivered), commencing with
the Fiscal Year ending on December 31, 2017.


 


“Excluded Account”
means (i) deposit accounts used exclusively as a payroll account (so long as each such payroll account does not contain amounts
in excess of amounts necessary to pay payroll expenses), trust account, account used exclusively for withholding tax, goods and
services tax, sales tax or payroll tax, so long as, in all cases, no other amounts are so deposited in such accounts, and (ii)
the SVB Cash Collateral Accounts.


 


“Excluded Tax”
means with respect to any Secured Party (a) taxes measured by net income (including branch profits taxes) and franchise taxes imposed
in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such
Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its
obligations or received a payment under, or enforced, any Loan Document); (b) withholding taxes to the extent that the obligation
to withhold amounts existed on the date that such Person became a “Secured Party” under this Agreement in the capacity
under which such Person makes a claim under Section 9.1(b) or designates a new Lending Office, except in each case to the
extent such Person is a direct or indirect assignee (other than pursuant to Section 8.22) of any other Secured Party that
was entitled, at the time the assignment to such Person became effective, to receive additional amounts under Section 9.1(b);
(c) taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured
Party to deliver the documentation required to be delivered pursuant to Section 9.1(f), and (d) in the case of a Non-U.S.
Lender Party, any United States federal withholding taxes imposed on amounts payable to such Non-U.S. Lender Party as a result
of such Non-U.S. Lender Party’s failure to comply with FATCA to establish a complete exemption from withholding thereunder.


 






    	75



    	 



    

 


“E-Signature”
means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital
signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission)
with the intent to sign, authenticate or accept such Electronic Transmission.


 


“E-System”
means any electronic system approved by the Term Agent, including Intralinks® and ClearPar® and any other Internet or extranet-based
site, whether such electronic system is owned, operated or hosted by the Term Agent, any of its Related Persons or any other Person,
providing for access to data protected by passcodes or other security system.


 


“Existing Credit Agreement”
means that certain Second Amended and Restated Loan and Security Agreement, dated as of May 5, 2014, among certain of the Credit
Parties and Silicon Valley Bank, as bank, as amended and in effect on the date hereof.


 


“Extraordinary Receipts”
means any Net Proceeds received by any Credit Party or any of its Subsidiaries not in the Ordinary Course of Business, including,
without limitation, (i) pension plan reversions, (ii) judgments, proceeds of settlements or other consideration of any kind in
connection with any cause of action, (iii) indemnity payments, (iv) any purchase price adjustment received in connection with any
purchase agreement and (v) any tax refunds. For greater certainty, Extraordinary Receipts does not include the incurrence of Indebtedness
by the Credit Parties (including, without limitation, Indebtedness incurred to refinance the Obligations).


 


“FATCA”
means sections 1471, 1472, 1473 and 1474 of the Code and any amended or successor provisions thereto, the United States Treasury
Regulations promulgated thereunder and published guidance with respect thereto.


 


“Federal Flood Insurance”
means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements
located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.


 


“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.


 


“Fee Letter”
means the letter agreement, dated as of the date hereof, between the Credit Parties and the Term Agent and the other parties thereto,
as amended from time to time.


 


“FEMA” means
the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National
Flood Insurance Program.


 






    	76



    	 



    

 


“FIRREA”
means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.


 


“Fiscal Month”
means any of the monthly accounting periods of the Credit Parties ending on last day of each calendar month.


 


“Fiscal Quarter”
means any of the quarterly accounting periods of the Credit Parties ending on last day of each calendar quarter.


 


“Fiscal Year”
means any of the annual accounting periods of the Credit Parties ending on December 31 of each year.


 


“Flood Insurance”
means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that (a) meets
the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines and (b) shall be in an amount
equal to the full, unpaid balance of the Term Loans and any prior Liens on the Real Estate up to the maximum policy limits set
under the National Flood Insurance Program, or as otherwise required by the Term Agent and the Required Lenders, with deductibles
not to exceed $50,000.


 


“Foreign Benefit Plan”
means each material plan, fund, program or policy established under the law of a jurisdiction other than the United States (or
a state or local government thereof), whether formal or informal, funded or unfunded, insured or uninsured, providing employee
benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings
benefits, under which one or more of the Credit Parties or their Subsidiaries have any liability with respect to any employee or
former employee, but excluding any Foreign Pension Plan.


 


“Foreign Pension Plan”
means a pension plan required to be registered under the law of a jurisdiction other than the United States (or a state or local
government thereof), that is maintained or contributed to by one or more of the Credit Parties or their Subsidiaries for their
employees or former employees.


 


“Foreign Subsidiary”
means, with respect to any Person, a Subsidiary of such Person that is a “controlled foreign corporation” under Section
957 of the Code.


 


“Funds Flow Memorandum”
shall have the meaning specified in Section 2.1(d).


 


“GAAP” means
generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements
and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and authority
within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject to Section
10.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation
of the financial statements described in Section 3.11(a).


 


“Governmental Authority”
means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality
thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions
of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity,
supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including
the National Association of Insurance Commissioners).


 






    	77



    	 



    

 


“Guarantors”
means, collectively, and each of the Domestic Subsidiaries of the Lead Borrower on the Closing Date and each other Domestic Subsidiary
of the Lead Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 4.13.


 


“Guaranty and Security
Agreement” means that certain Guaranty and Security Agreement, dated as of even date herewith, in form and substance
reasonably acceptable to the Term Agent and the Borrowers, made by the Credit Parties in favor of the Term Agent, for the benefit
of the Secured Parties, as the same may be amended, restated and/or modified from time to time, together with each other guaranty
and security agreement executed and delivered by any other Credit Party in favor of the Term Agent, for the benefit of the Secured
Parties.


 


“Hazardous Material”
means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as
hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including, without limitation,
petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.


 


“Indebtedness”
of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed
as the deferred purchase price of Property or services (other than trade payables entered into in the Ordinary Course of Business);
(c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder
and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued
by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any
conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired
by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic
lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations, whether or not contingent, to
purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock
Equivalent of a direct or indirect parent entity thereof) prior to the date that is 90 days after the final scheduled installment
payment date for the date specified in the “Termination Date” (as amended in connection with, and as related to, any
permitted Subordinated Indebtedness), valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation
preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness referred
to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such
Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations
described in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred
to in clauses (a) through (i) above.


 


“Indemnified Matters”
has the meaning set forth in Section 8.6.


 






    	78



    	 



    

 


“Indemnitees”
has the meaning set forth in Section 8.6.


 


“Insolvency Proceeding”
means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit
of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under U.S. federal, state or foreign
law, including the Bankruptcy Code.


 


“Intellectual Property”
means all present and future rights, title and interests in or relating to intellectual property and industrial property arising
under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet
Domain Names, Trade Secrets and IP Licenses.


 


“Interest Payment
Date” means the first Business Day of each calendar month, commencing with April 1, 2016.


 


“Internet Domain Name”
means all present and future right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law
in or relating to internet domain names.


 


“Inventory”
means all of the “inventory” (as such term is defined in the UCC) of the Credit Parties, including, but not
limited to, all merchandise, raw materials, parts, supplies, work-in-process and finished goods intended for sale, together with
all the containers, packing, packaging, shipping and similar materials related thereto, and including such inventory as is temporarily
out of a Credit Party’s custody or possession, including inventory on the premises of others and items in transit. Inventory
of the Credit Parties and their Subsidiaries includes boring machines and other similar underground construction machinery of the
type sold by the Borrowers in the Ordinary Course of Business.


 


“Investments”  has
the meaning set forth in Section 5.4.


 


“IP Ancillary Rights”
means, with respect to any Intellectual Property, as applicable, all present and future foreign counterparts to, and all divisionals,
reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property
and all rights to receive income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect
to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law
or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, books,
customer lists, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes,
object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing;
all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing; and,
in each case, all rights to obtain any other IP Ancillary Right.


 


“IP License”
means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and
interest in or relating to any Intellectual Property.


 






    	79



    	 



    

 


“IP Security Agreements”
means, collectively, the Patent Security Agreement, Copyright Security Agreement and Trademark Security Agreement.


 


“IRS” means
the Internal Revenue Service of the United States and any successor thereto.


 


“Key Person”
means the Lead Borrower’s Chief Executive Officer and Chief Financial Officer.


 


“Lead Borrower”
has the meaning set forth in the preamble to this Agreement.


 


“Lending Office”
means, with respect to any Term Lender, the office or offices of such Term Lender specified as its “Lending Office”
from time to time in writing to the Lead Borrower and the Term Agent.


 


“Liabilities”
means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions,
costs, fees, taxes, commissions (including brokerage commissions, fees and other similar compensation), charges, disbursements
and expenses (including, without limitation, (a) Attorney Costs, and (b) those incurred upon any appeal or in connection with the
preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind
or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and
other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive,
treble or otherwise.


 


“LIBOR”
means, for any day in any calendar month, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal
to the three-month “Libor Rate” as published in the Wall Street Journal on the date that is two (2) Business Days prior
to the first day of such calendar month, or, if such rate is no longer published in the Wall Street Journal (or the Wall Street
Journal ceases publication), as published by such other widely recognized provider of interest rate information as selected by
the Term Agent in its reasonable discretion on the date that is two (2) Business Days prior to the first day of such calendar month.
If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Term Agent at which deposits
of Dollars in immediately available funds are offered by major financial institutions reasonably satisfactory to the Term Agent
in the London interbank market for a three-month period for the applicable principal amount on such date of determination for the
applicable calendar month.


 


“Lien” means
any mortgage, filing, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien
(statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement
of any kind or nature whatsoever, including those created by, arising under or evidenced by any conditional sale contract or other
title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially
the same economic effect as any of the foregoing.


 


“Liquidity”
means, at any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers.


 


“Loan Documents”
means this Agreement, the Term Notes, the Fee Letter, the Collateral Documents, each Subordination Agreement, and all agreements,
documents, instruments and certificates delivered from time to time to the Term Agent and/or any Term Lender in connection with
any of the foregoing.


 






    	80



    	 



    

 


“Margin Stock”
means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Material Adverse
Effect” means an effect that results in or causes, or would reasonably be expected to result in or cause, a material
adverse change in any of (a) the financial condition, business operations, income, assets or Property of the Credit Parties and
their Subsidiaries taken as a whole; (b) the ability of any Credit Party or any other Person (other than the Term Agent or the
Term Lenders) to perform its obligations under any Loan Document; or (c) the validity or enforceability of any Loan Document or
the rights and remedies of the Term Agent, the Term Lenders and the other Secured Parties under any Loan Document.


 


“Material Contract”
means (i) any contract or agreement of the Lead Borrower or its Subsidiaries set forth on Schedule 3.23 or any Material
Indebtedness Agreement and (ii) any other contract, agreement, understanding, or arrangement with a third party that, as to this
clause (ii), the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to
have a Material Adverse Effect.


 


“Material Indebtedness
Agreement” means any debt instrument (excluding the Loan Documents), lease (capital, operating or otherwise), guaranty,
contract, commitment, agreement or other arrangement evidencing or entered into in connection with any Indebtedness of the Lead
Borrower or any of its Subsidiaries equal to or in excess of the amount of $250,000.


 


“MNPI” has
the meaning set forth in Section 8.10(a).


 


“Mortgage”
means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt
or other document creating a Lien on Real Estate or any interest in Real Estate in favor of the Term Agent, for the benefit of
the Secured Parties.


 


“Multiemployer Plan”
means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate incurs or otherwise
has any obligation or liability, contingent or otherwise.


 


“National Flood Insurance
Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the
Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase
of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides
protection to property owners through a federal insurance program.


 


“Net Debt”
means an amount equal to (a) Consolidated Senior Funded Debt minus (b) Liquidity.


 






    	81



    	 



    

 


“Net Proceeds”
means, with respect to any Prepayment Event, (a) the cash proceeds received in respect of such event or transaction, including
(i) any cash received in respect of any non-cash proceeds (including, without limitation, the monetization of notes receivables),
but only as and when received or (ii) in the case of an Event of Loss, insurance proceeds, proceeds of a condemnation award or
other compensation payments, in each case net of (b) the sum of (x) all reasonable fees and out-of-pocket expenses (including appraisals,
and brokerage, legal, advisory, banking, title and recording tax expenses and commissions) paid by any Credit Party or a Subsidiary
to third parties (other than Affiliates) in connection with such event, (y) in the case of a sale or other Disposition of an asset
described in Section 1.6(b)(i), income taxes paid or reasonably estimated by the Lead Borrower (determined in good faith
by a Responsible Officer) to be actually payable within one years of the date of the relevant transaction as a result of any gain
recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (b)(y)
exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess
shall constitute Net Proceeds and (z) in the case of a sale or other Disposition or Event of Loss described Sections 1.6(b)(i)
or (ii), the amount of all payments required to be made by any Credit Party on any Indebtedness by the terms thereof (other
than the Obligations) secured by such asset to the extent the Lien in favor of the holder of such Indebtedness is permitted by
Section 5.1(d); provided that such payments made shall not exceed the lesser of the amount of cash proceed received
by such Credit Party or the aggregate amount of such Indebtedness.


 


“Non-U.S. Lender Party”
means each of the Term Agent, each Term Lender, each SPV and each participant, in each case that is not a United States person
as defined in Section 7701(a)(30) of the Code.


 


“Obligations”
means the Term Loans and all other Indebtedness, advances (including, without limitation, any Protective Overadvances), debts,
liabilities, obligations, fees, expenses, covenants and duties owing by any Credit Party to any Term Lender, the Term Agent or
any other Person required to be indemnified, that arises under any Loan Document, whether or not for the payment of money, whether
arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however
acquired (including, without limitation, the interest, fees, expenses and other amounts which accrue after the commencement of
any proceeding under the Bankruptcy Code (or other debtor relief law) whether or not such amounts are allowed or allowable in whole
or in part in any such proceeding).


 


“OFAC” has
the meaning set forth in Section 3.27.


 


“Ordinary Course of
Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business,
as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes
of evading any covenant or restriction in any Loan Document.


 


“Organization Documents”
means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument
relating to the rights of preferred shareholders of such corporation and any shareholder rights agreement, (b) for any partnership,
the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating
agreement and articles or certificate of formation or (d) any other document setting forth the manner of election or duties of
the officers, directors, managers or other similar persons, or the designation, amount or relative rights, limitations and preference
of the Stock of a Person.


 


“Other Taxes” has
the meaning set forth in Section 9.1(c).


 






    	82



    	 



    

 


“Patents”
means all present and future rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of
Law in or relating to patents, industrial design applications and registered industrial designs, letters patent and all applications
of the foregoing.


 


“Patent Security Agreement”
means the Patent Security Agreement, dated as of even date herewith made in favor of the Term Agent, for the benefit of the Secured
Parties, by each applicable Credit Party, as amended, restated, supplemented and otherwise modified from time to time.


 


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, P.L. 107-56.


 


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


 


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


 


“Permitted Dispositions”
has the meaning set forth in Section 5.2.


 


“Permitted Liens”
has the meaning set forth in Section 5.1.


 


“Permitted Refinancing”
means Indebtedness constituting a refinancing, renewal or extension of Indebtedness permitted under Sections 5.5(c)
or 5.5(d) that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the
Indebtedness being refinanced, renewed or extended, (b) has a weighted average maturity (measured as of the date of such refinancing
or extension) and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as part
of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness
being refinanced or extended, (e) the obligors of which are the same as the obligors of the Indebtedness being refinanced, renewed
or extended, (f) is otherwise on terms not less favorable (taken as a whole) to the Credit Parties and their Subsidiaries than
those of the Indebtedness being refinanced, renewed or extended, and (g) if the Indebtedness that is refinanced, renewed, or extended
was subordinated in right of payment or liens to the Obligations, then the terms and conditions of the refinancing, renewal, or
extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Term Agent and the
Term Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; provided, however,
that such Indebtedness shall not constitute a “Permitted Refinancing” if, at the time such Indebtedness is incurred,
created or assumed, a Default or Event of Default has occurred and is continuing or would result therefrom.


 


“Person”
means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company,
estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other
entity or Governmental Authority.


 


“Prepayment Event”
shall have the meaning specified in Section 1.6(b).


 






    	83



    	 



    

 


“Prepayment Premium”
shall have the meaning specified in the Fee Letter.


 


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


 


“Pro Rata Percentage”
means, as to any Term Lender, (a) with respect to the Term Loan A, the percentage equivalent of the principal amount of the Term
Loan A held by such Term Lender, divided by the aggregate principal amount of the Term Loan A held by all Term Lenders, (b) with
respect to the Term Loan B, the percentage equivalent of the principal amount of the Term Loan B held by such Term Lender, divided
by the aggregate principal amount of the Term Loan B held by all Term Lenders, or (c) with respect to the aggregate of the Term
Loan A and the Term Loan B, the percentage equivalent of the principal amount of the Term Loans held by such Term Lender, divided
by the aggregate principal amount of the Term Loans held by all Term Lenders.


 


“Protective Overadvance”
has the meaning set forth in Section 1.1(c).


 


“Rate Contracts”
means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements
designed to provide protection against fluctuations in interest or currency exchange rates, including, without limitation, 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, spot contracts, 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.


 


“Real Estate”
means any real property owned, leased, subleased or otherwise operated or occupied by any Credit Party or any Subsidiary of any
Credit Party.


 


“Register”
has the meaning set forth in Section 1.4(b).


 


“Related Persons”
means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,
attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection
with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents
of or to such Person or any of its Affiliates.


 


“Releases”
means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.


 


“Remedial Action”
means all actions under Environmental Laws required to (a) clean up, remove, treat or in any other way address any Hazardous Material
in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger
or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations
and post-remedial monitoring and care with respect to any Hazardous Material.


 






    	84



    	 



    

 


“Replacement Lender”
has the meaning set forth in Section 8.22.


 


“Required Lenders”
means, as of any date of determination, Term Lenders then holding more than fifty percent (50%) of the sum of the aggregate unpaid
principal amount of the Term Loans then outstanding.


 


“Requirement of Law”
means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international laws,
statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees
(including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other
determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force
of law and that are applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property
is subject.


 


“Responsible Officer”
means the chief executive officer, chief financial officer, the president or the senior vice president-finance of a Borrower, or
any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants
or delivery of financial information, the chief financial officer, senior vice president-finance or the treasurer of a Borrower,
or any other officer having substantially the same authority and responsibility.


 


“Restricted License”
is any license or other agreement with respect to which any Borrower is the licensee and which is material to the Credit Parties’
business (a) that prohibits or otherwise restricts such Borrower from granting a security interest in such Borrower’s interest
in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the
Term Agent’s right to sell any Collateral. The term, “Restricted License” shall not include any over-the-counter
software and other non-customized mass market licenses that are commercially available to the public.


 


“Restricted Payments”
has the meaning set forth in Section 5.11.


 


“Sale” has
the meaning set forth in Section 8.9(b).


 


“SDN List”
has the meaning set forth in Section 3.27.


 


“Secured Party”
means the Term Agent, each Term Lender, each other Indemnitee and each other holder of any Obligation.


 


“Solvent”
means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person
(both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and
unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature
and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities
at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Special Flood Hazard
Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal
to or exceeding the base flood elevation (a 100-year flood) in any given year.


 






    	85



    	 



    

 


“S&P”
means Standard & Poor’s Ratings Services LLC and any successor thereto.


 


“SPV” means
any special purpose funding vehicle identified as such in a writing by any Term Lender to the Term Agent.


 


“Stock”
means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership
or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless
of how designated) of or in a Person (other than an individual), whether voting or non-voting.


 


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


 


“Subordinated Creditor”
means any Person that shall have entered into a Subordination Agreement with Term Agent, on behalf of the Secured Parties.


 


“Subordinated Indebtedness”
means Indebtedness of any Credit Party or any Subsidiary of any Credit Party which is subordinated to the Obligations as to right
and time of payment and as to other rights and remedies thereunder in accordance with a Subordination Agreement, and having such
other terms as are, in each case, satisfactory to the Term Agent.


 


“Subordinated Indebtedness
Documents” means all documents evidencing Subordinated Indebtedness, including, without limitation, each subordinated
promissory note or agreement issued by a Credit Party to a Subordinated Creditor, and each other promissory note, instrument and
agreement executed in connection therewith, all on terms and conditions acceptable to the Term Agent.


 


“Subordination Agreement”
means, collectively, each subordination agreement by and among the Term Agent, the applicable Credit Parties, the applicable Subsidiaries
of the Credit Parties and the applicable Subordinated Creditor, each in form and substance satisfactory to the Term Agent and each
evidencing and setting forth the senior priority of the Obligations over such Subordinated Indebtedness, as the same may be amended,
restated and/or modified from time to time subject to the terms thereof.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other
entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent
(50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries
of such Person.


 


“SVB Cash Collateral
Accounts” means those certain money market accounts with Silicon Valley Bank with account numbers ending in, -8509 and
-8513, in each case, solely to the extent such accounts are subject to a Permitted Lien in favor of Silicon Valley Bank, and, in
all cases, so long as such accounts contain only the amounts required to be deposited into such accounts pursuant to the underlying
security agreements and no other amounts are so deposited in such accounts.


 


“SunTrust Accounts”
means those certain deposit accounts at SunTrust Bank used exclusively as an account to collect and hold amounts in connection
with the Credit Parties’ customer, UTC Fire and Security Americas Corporation, Inc., in the Ordinary Course of Business,
so long as no other amounts are so deposited in such accounts.


 






    	86



    	 



    

 


“Tax Affiliate”
means, (a) each Borrower and its Subsidiaries and (b) any Affiliate of a Borrower with which such Borrower files or is eligible
to file consolidated, combined or unitary tax returns.


 


“Tax Returns”
has the meaning set forth in Section 3.10.


 


“Taxes”
has the meaning set forth in Section 9.1(a).


 


“Term Agent”
means Crystal in its capacity as administrative agent and collateral agent for the Term Lenders hereunder, and any successor agent
hereunder.


 


“Term Lender”
has the meaning set forth in the preamble to this Agreement.


 


“Term A Lender”
means a Term Lender who has a Term Loan A Commitment or, after the Closing Date, a Term Lender who holds all or a portion of the
Term Loan A.


 


“Term B Lender”
means, after such Term Loan is made, a Term Lender who holds all or a portion of the Term Loan B.


 


“Term Loan A”
has the meaning set forth in Section 1.1(a).


 


“Term Loan B”
has the meaning set forth in Section 1.1(b).


 


“Term Loans”
means, collectively, the Term Loan A and Term Loan B.


 


“Term Loan A Commitment”
has the meaning set forth in Section 1.1(a). As of the Closing Date, the aggregate Term Loan A Commitments are $17,000,000.


 


“Term Note”
means a promissory note of the Borrowers payable to a Term Lender in substantially the form of Exhibit 10.1(c) hereto, evidencing
Indebtedness of the Borrowers under the portion of the Term Loan A or Term Loan B, as the case may be, owing to such Term Lender.


 


“Termination Date”
means the earlier of (a) March 9, 2020, and (b) the date on which the Term Loans are accelerated or deemed accelerated.


 


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


 


“Trade Secrets”
means all present and future right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law
in or relating to trade secrets.


 


“Trademark”
means all present and future rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of
Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade
styles, trade dress, designs, service marks, logos, slogans (and all translations, adaptations, derivations and combinations of
the foregoing) indicia and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations
and recordations thereof and all applications in connection therewith.


 






    	87



    	 



    

 


“Trademark Security
Agreement” means the Trademark Security Agreement, dated as of even date herewith, made in favor of the Term Agent, for
the benefit of the Secured Parties, by each applicable Credit Party, as amended, restated, supplemented and otherwise modified
from time to time.


 


“UCC” means
the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial
Code, the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“United States”
and “U.S.” each means the United States of America.


 


“U.S. Lender Party”
means each of the Term Agent, each Term Lender, each SPV and each participant, in each case that is a United States person as defined
in Section 7701(a)(30) of the Code.


 


10.2          Other Interpretive
Provisions.


 


(a)          Defined Terms.
Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall have the
defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms
shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not otherwise
defined herein and that are defined in the UCC shall have the meanings therein described.


 


(b)          The Agreement.
The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement
or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any particular provision
of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are to this Agreement or
such other Loan Documents unless otherwise specified.


 


(c)          Certain Common Terms.
The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and
other writings, however evidenced. The term “include”, “includes” and “including” are not limiting
and shall be deemed to be following by the phrase “without limitation.” The term “Person” shall be construed
to include such Person’s successors and assigns.


 


(d)          Performance; Time.
Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall be stated
to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next
succeeding Business Day. For the avoidance of doubt, the initial payments of interest and fees relating to the Obligations (other
than amounts due on the Closing Date) shall be due and paid on the first day of the first month or quarter, as applicable, following
the entry of the Obligations onto the operations systems of the Term Agent, but in no event later than the first day of the second
month or quarter, as applicable, following the Closing Date. In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including”; the words “to” and “until”
each mean “to but excluding”, and the word “through” means “to and including.” If any provision
of this Agreement or any other Loan Document refers to any action taken or to be taken by any Person, or which such Person is prohibited
from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking,
such action.


 






    	88



    	 



    

 


(e)          Contracts. Unless
otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments,
including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments thereto, restatements
and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the
extent such amendments and other modifications are not prohibited by the terms of any Loan Document.


 


(f)          Laws. References
to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference and are
to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing
or interpreting the statute or regulation.


 


(g)          Rounding. Any financial
ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component
by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein
and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


(h)          Time of Day. Unless
otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).


 


10.3          Accounting Terms
and Principles.


 


All accounting determinations
required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change
in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrowers shall be given
effect for purposes of measuring compliance with any provision of Article V unless the Borrowers and the Term Agent agree
to modify such provisions to reflect such changes in GAAP (and the Borrowers and the Term Agent agree to negotiate in good faith
with respect thereto) and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents
provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before
and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V
shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting
Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary
of any Credit Party at “fair value.”


 






    	89



    	 



    

 


10.4          Payments.


 


The Term Agent may set up standards
and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars
and otherwise may, but shall not be obligated to, rely on any determination made by any Credit Party. Any such determination or
redetermination by the Term Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or
redetermination by any Secured Party or any Credit Party and no other currency conversion shall change or release any obligation
of any Credit Party or of any Secured Party (other than the Term Agent and its Related Persons) under any Loan Document, each of
which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Term
Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or
lower amounts and may determine reasonable de minimis payment thresholds.


 


[Signature Pages Follow]


 






    	90



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day
and year first above written.





	 	 	 	 
	 	BORROWERS:
	 	 
	 	NUMEREX CORP., as the Lead Borrower and a Borrower
	 	 	 
	 	By:	/s/ Kenneth Gayron
	 	 	Name: 	Kenneth Gayron
	 	 	Title: 	Chief Financial Officer
	 	 
	 	Address for Notices to Borrower and all other
    Credit Parties:
	 	 
	 	NUMEREX CORP.
	 	3330 Cumberland Blvd. Ste 700
	 	Atlanta, GA 30339
	 	Attention: Chief Financial Officer 
	 	Facsimile No.: 770-693-5951







 


[Numerex – Signature Page to Term Loan Agreement]


 






    	 



    	 



    

 





	 	 	 	 
	 	OTHER CREDIT
    BORROWERS:
	 	 	 	 
	 	CELLEMETRY LLC, as a Borrower
	 	 	 	 
	 	By:	/s/ Richard Flynt
	 	 	Name: 	Richard Flynt
	 	 	Title:	Treasurer
	 	 	 	 
	 	CELLEMETRY SERVICES, LLC, as a Borrower
	 	 	 	 
	 	By:	/s/ Richard
    Flynt
	 	Name:  Richard Flynt
	 	Title: Treasurer
	 	 	 	 
	 	NextAlarm, LLC, as a Borrower
	 	 	 	 
	 	By:	/s/ Richard Flynt
	 	Name: Richard Flynt
	 	Title: Treasurer
	 	 	 	 
	 	Numerex Government Services, LLC, as a Borrower
	 	 	 	 
	 	By:	/s/ Richard Flynt
	 	Name: Richard Flynt
	 	Title: Treasurer
	 	 	 	 
	 	Numerex Solutions, LLC, as a Borrower
	 	 	 	 
	 	By:	/s/ Richard Flynt
	 	Name: Richard Flynt
	 	Title: Treasurer







 


[Numerex – Signature Page to Term Loan Agreement]


 






    	 



    	 



    

 





	 	 	 	 
	 	Omnilink Systems, Inc., as a Borrower
	 	 	 	 
	 	By:	/s/ Richard
    Flynt
	 	Name: Richard Flynt
	 	Title: Chief Financial Officer
	 	 	 	 
	 	Orbit One Communications, LLC, as a Borrower
	 	 	 	 
	 	By:	/s/ Richard
    Flynt
	 	Name: Richard Flynt
	 	Title: Treasurer
	 	 	 	 
	 	TELEMETRY SERVICES CORPORATION, as a Borrower
	 	 	 	 
	 	By:	/s/ Richard
    A. Flynt
	 	Name: Richard
    A. Flynt
	 	Title: Treasurer
	 	 
	 	UBLIP, INC., as a Borrower
	 	 	 	 
	 	By:	/s/ Richard
    Flynt
	 	Name: Richard Flynt
	 	Title: Chief
    Financial Officer
	 	 	 	 
	 	Uplink Security, LLC, as a Borrower
	 	 
	 	By:	/s/ Richard
    Flynt
	 	Name: Richard
    Flynt
	 	Title:	Treasurer
	 	 	 
	 	Address for Notices:
	 	NUMEREX CORP.
	 	3330 Cumberland Blvd. Ste 700
	 	Atlanta, GA 30339
	 	Attention:
	 	Facsimile No.:







 


[Numerex – Signature Page to Term Loan Agreement]


 






    	 



    	 



    

 





	 	 	 	 
	 	CRYSTAL FINANCIAL LLC, as Term Agent
	 	 	 	 
	 	By:	/s/ Christopher Arnold
	 	 	Name:	Christopher Arnold
	 	 	Title:	Senior Managing Director
	 	 	 	 
	 	Address for Notices:
	 	Crystal Financial LLC
	 	Two International Place, 17th Floor
	 	Boston, MA 02110
	 	Attention:  Christopher
    Arnold
	 	Facsimile No.: (617)
    428-8701




 

	 	 	 	 
	 	CRYSTAL FINANCIAL SPV LLC, as
    a Term Lender
	 	 	 	 
	 	By:	/s/ Christopher Arnold
	 	 	Name:	Christopher Arnold
	 	 	Title:	Senior Managing Director
	 	 	 	 
	 	Address for Notices:
	 	Crystal Financial SPV LLC
	 	Two International Place, 17th Floor
	 	Boston, MA 02110
	 	Attention:  Christopher
    Arnold
	 	Facsimile No.: (617)
    428-8701


 


[Numerex – Signature Page to Term Loan Agreement]


 





 



     

     

    

 





Exhibit 2.1


 


Closing Checklist


 


See attached.


 






    	 



    	 



    
 





	  

        CLOSING
        CHECKLIST 

         

        TERM
        LOAN AGREEMENT

         

        by
        and among

         

        NUMEREX
        CORP. 

         

        as
        the Lead Borrower

         

        The
        Other Borrowers and Credit Parties Party Thereto 

         

        CRYSTAL
        FINANCIAL LLC,

          

        as
        Term Agent

         

        and 

         

        The
        Other Term Lenders Party Thereto 

         

        Closing
        Date: March 9, 2016 

         



 


Key: 


 


	Crystal Financial LLC	“Agent”
	 	 
	Choate, Hall & Stewart LLP (Agent’s counsel)	“Choate”
	 	 
	Numerex Corp.	“Lead Borrower”
	 	 
	All Domestic Subsidiaries of Numerex Corp.	“Other Credit Parties”
	 	 
	Arnold & Porter LLP (Borrower’s counsel)	“A&P”






 






     


    	 



    

 








	Document	Doc
    ID#	Resp.
    Party	Signatories	Status
	  

        PART
ONE: OPERATIVE DOCUMENTS

	1.    
    Term Loan Agreement	 	Choate	☒ Lead
Borrower 

        ☒
Agent 

        ☒
Lender 

        ☒
Other Credit Parties 
	Final
	2.    
    Exhibits to Term Loan Agreement	 	 	 	 
	a)     
    Exhibit 2.1 – Closing Checklist	 	Choate	N/A	 
	b)     
    Exhibit 4.2(b) – Compliance Certificate	 	Choate	N/A	Final
    Form
	c)     
    Exhibit 10.1(a) – Form of Assignment 	 	Choate	N/A	Final
    Form
	d)     
    Exhibit 10.1(b) – Form of Term Note	 	Choate	N/A	Final
    Form
	3.     
    Schedules to Term Loan Agreement	 	 	 	 
	a)     
    Schedule 1.1 – Term Loan Commitments	 	Agent/
    Choate	N/A	Final
    Form
	b)     
    Schedule 3.5 – Litigation	 	Borrower	N/A	Final
    Form
	c)     
    Schedule 3.9 – Ownership of Property; Liens	 	Borrower	N/A	Final
    Form
	d)     
    Schedule 3.10 – Taxes	 	Borrower	N/A	Final
    Form
	e)     
    Schedule 3.15 – Labor Relations	 	Borrower	N/A	Final
    Form
	f)     
    Schedule 3.16 – Intellectual Property	 	Borrower	N/A	Final
    Form
	g)     
    Schedule 3.18 – Insurance 	 	Borrower	N/A	Final
    Form
	h)     
    Schedule 3.19 – Ventures, Subsidiaries and Affiliates; Outstanding Stock	 	Borrower	N/A	Final
    Form
	i)      
    Schedule 3.20 – Jurisdiction of Organization; Chief Executive Office	 	Borrower	N/A	Final
    Form
	j)      
    Schedule 3.21 – Locations of Inventory, Equipment and Books and Records	 	Borrower	N/A	Final
    Form
	k)     
    Schedule 3.22 – Deposit Accounts and Other Accounts	 	Borrower	N/A	Final
    Form
	 	 	 	 	 



 






    2 


    	 



    

 


	Document	Doc
    ID#	Resp.
    Party	Signatories	Status
	l)     
    Schedule 3.23 – Government Contracts and Material Contracts	 	Borrower	N/A	Final
    Form
	m)   
    Schedule 3.24 – Customer and Trade Relations	 	Borrower	N/A	Final
    Form
	n)     
    Schedule 3.25 – Bonding	 	Borrower	N/A	Final
    Form
	o)     
    Schedule 3.31 – Subordinated Indebtedness and Subordinated Indebtedness Documents	 	Borrower	N/A	Final
    Form
	p)     
    Schedule 4.2 – Financial and Collateral Reporting	 	Choate
    / Crystal	N/A	Final
    Form
	q)     
    Schedule 4.19 – Post-Closing	 	Choate	N/A	Final
    Form
	r)     
    Schedule 5.1 – Liens	 	Borrower	N/A	Final
    Form
	s)     
    Schedule 5.4 – Investments	 	Borrower	N/A	Final
    Form
	t)      
    Schedule 5.5 – Indebtedness	 	Borrower	N/A	Final
    Form
	u)     
    Schedule 5.9 – Contingent Obligations	 	Borrower	N/A	Final
    Form
	v)     
    Schedule 5.16 – Negative Pledges	 	Borrower	N/A	Final
    Form
	4.     
    Guaranty and Security Agreement	 	Choate	☒
Lead Borrower 

        ☒
Other Credit Parties 

        ☒
Agent
	Final
	a)  Schedules	 	Borrower	N/A	Final
    Form
	5.     
    Delivery of possessory collateral 	 	 	 	 
	a)     
    Stock certificate - Omnilink Systems Inc.	 	Borrower	N/A	Rec’d
    original
	b)     
    Stock certificate - uBlip, Inc.	 	Borrower	N/A	Rec’d
    original
	c)     
    Stock certificate - Telemetry Services Corporation	 	Borrower	N/A	Rec’d
    original
	d)     
    Lost Stock Affidavit (Telemetry)	 	Borrower	☒ Lead
    Borrower	Final
	e)     
    Stock power - Omnilink Systems Inc.	 	Borrower	☒ Lead
    Borrower	Final
	f)     
    Stock power - uBlip, Inc.	 	Borrower	☒ Lead
    Borrower	Final
	g)     
    Stock power - Telemetry Services Corporation	 	Borrower	☒ Omnilink	Final
	 			 	 



 






    3 


    	 



    

 





	Document	Doc
    ID#	Resp.
    Party	Signatories	Status
	6.    
    Grant of Security Interest in United States Patents	 	Choate

         
	☒
Lead Borrower 

        ☒
Omnilink 

        ☒
Agent 
	Final
	a)  Schedule	 	Borrower	N/A	Final
    Form
	7.    
    Grant of Security Interest in United States Trademarks	 	Choate 

         
	☒
Lead Borrower and certain other Credit Parties 

        ☒
Agent
	Final
	a)  Schedule	 	Borrower	N/A	Final
    Form
	8.    
    Evidence of chain of Title Documents to be delivered, as reflected in comments to IP schedules 	 	 	 	 
	a)    
    (Patents) assignment from Cellemetry LLC to Numerex Corp, and a USPTO notice of recordation regarding the same	 	Borrower	TBD	Complete
	b)     
    (Patents) assignment from Watts to Numerex Corp, and a USPTO notice of recordation regarding the same	 	Borrower	TBD	Assignment
    rec’d (to be filed with PTO post-closing)
	c)     
    (Patents) CON/DIV: assignment to Numerex Corp, and a USPTO notice of recordation regarding the same	 	Borrower	TBD	(i)
                                         Assignment rec’d (to be filed with PTO post-closing)

         

        (ii)
Open with respect to: 13/939,460, 14/050,655, and 14/298,425 (to be filed with PTO post-closing)

	d)     
    (Patents) USPTO notice of recordation regarding the executed assignment previously provided for our review	 	Borrower	TBD	Assignments
    rec’d (to be filed with PTO post-closing)
	e)     
    (Patents) executed release of security interest (Re NextAlarm), and a USPTO notice of recordation regarding the same	 	Borrower	TBD	Post-closing
	 			 	 



 






    4 


    	 



    




 


	Document	Doc
    ID#	Resp.
    Party	Signatories	Status
	f)     
    (Trademarks) Assignment from Elliots to NextAlarm prior to NextAlarm’s assignment of same to Numerex, and a USPTO notice
    of recordation regarding the same	 	Borrower	TBD	Post-closing
	g)    
    (Trademarks) Assignment from NextAlarm Int’l to NextAlarm Monitoring prior to NextAlarm’s assignment of same to
    Numerex, and a USPTO notice of recordation regarding the same	 	Borrower	TBD	Post-closing
	 

        

        PART
TWO: ORGANIZATIONAL AND AUTHORITY DOCUMENTS

	9.     Officer’s Certificate for each Credit Party certifying as to:	 	Borrowers	See
    Exhibit A	Completed
	a)     
    Articles/Certificate of Formation	 	Borrower	N/A	Completed
	b)     
    Bylaws/Operating Agreement	 	Borrower	N/A	Completed
	c)     
    Resolutions	 	Borrower	See
    Exhibit A	Completed
	d)     
    Incumbency	 	Borrower	See
    Exhibit A	Completed
	e)     
    Certificate of Good Standing 	 	Borrower	N/A	Completed
	  

        PART
THREE: ADDITIONAL SECURITY DOCUMENTS 

	10.  
    Pre-Filing Authorization Letter	 	Choate	☒
Borrower 

        ☒
Other Credit Parties
	Final
	11.  
    UCC-1 Financing Statements 	 	 	 	 
	a)
    Numerex Corp. (PA)	N/A	Choate	N/A	Filed
    (2/26)
	b)
    Cellemetry LLC (DE)	N/A	Choate	N/A	Filed
    (2/25)
	c)
CELLEMETRY SERVICES, LLC (GA)	N/A	Choate	N/A	Sent
    for filing (2/25)
	e)
    NextAlarm, LLC (GA)	N/A	Choate	N/A	Sent
    for filing (2/25)
	f)
Numerex Government Services LLC (GA)	N/A	Choate	N/A	Sent
    for filing (2/25)
	g)
NUMEREX SOLUTIONS, LLC (DE)	N/A	Choate	N/A	Filed
    (2/25)
	h)
    Omnilink Systems Inc. (DE)	N/A	Choate	N/A	Filed
    (2/25)
	i)
Orbit One Communications, LLC (GA)	N/A	Choate	N/A	Sent
    for filing (2/25)
	j)
    uBlip, Inc. (GA)	N/A	Choate	N/A	Sent
    for filing (2/25)
	 			 	 



 






    5 


    	 



    

  


	Document	Doc
    ID#	   Resp. Party	Signatories	Status
	k)
    Uplink Security, LLC (GA)	N/A	Choate	N/A	Sent
    for filing (2/25)
	l)  Telemetry
Services Corporation (DE)	N/A	Choate	N/A	Filed
    (2/25)
	m)
    Commercial Tort Claim UCC-1	N/A	Choate
    (A&P to provide info)	N/A	Final
    Form; to be filed at closing
	12.  
    Perfection Certificate	N/A	Borrower	☒
Lead Borrower 

        ☒
Other Credit Parties
	Final
	13.  
    Blocked Account/Control Agreements:	 	 	 	 
	a)     
    Silicon Valley Bank	 	 	☐
Borrowers

        ☐
Agent

        ☐
SVB
	Final
	          i.         Amendment to DACA	 	SVB	☐
[Borrowers]

        ☐
Agent

        ☐
SVB
	Post-Closing
	b)     
    SunTrust	 	 	☐
[Borrower]

        ☐
Agent

        ☐
SunTrust
	No
    DACA to be obtained
	c)     
    Bank of Montreal 	 	 	☐
[Borrower]

        ☐
Agent

        ☐
BMO
	Company
    to convert account and obtain DACA post-closing
	14.  
    Insurance Deliverables	 	 	 	 
	a)
    (Liability) ACORD 25 – General Liability Insurance Certificate	N/A	Borrower	N/A	Final
    Form
	b)
    (Liability) Additional Insured Endorsement	N/A	Borrower	N/A	A&P
    to provide post-closing
	c)
    (Liability) Notice of Cancellation Endorsement	N/A	Borrower	N/A	A&P
    draft (3/8); to be finalized post-closing
	d)
    (Property) ACORD 28 – Property Insurance Certificate	N/A	Borrower	N/A	Final
    Form
	e)
    (Property) Lender’s Loss Payable Endorsement  (includes Notice of Cancellation endorsement)	N/A	Borrower	N/A	A&P
    draft (3/8); to be finalized post-closing
	 			 	 



 






    6 


    	 



    




 


	Document	Doc
    ID#	Resp.
    Party	Signatories	Status
	f)
    Certificates/Endorsements for remaining policies – post-closing	N/A	Borrower	N/A	Post-closing
	15.  
    Collateral Access Agreements	 	 	 	 
	a)     
    3330 Cumberland Boulevard SE, Suite 700, Atlanta, GA 30339	 	Borrower  (Choate
    form)	☒
Borrower 

        ☒
Agent 

        ☒
Landlord 
	Final
	b)     
    1095 Windward Ridge, Building 300, Suite 160, Alpharetta, GA 30005	 	Borrower  (Choate
    form)	☐
[Borrower] 

        ☐
Agent 

        ☐
Landlord
	Post-closing;
    Choate comments on LL form to A&P (3/3)
	16.  
    Bailee Notices	 	 	 	 
	a)     
    Encompass Supply Chain Solutions, Inc.	 	Borrower  (Choate
    form)	☐
[Borrower] 

        ☐
Bailee 

        ☐
Agent 
	Post-closing;
    Choate form to A&P (2/25)
	b)     
    Integracore, LLC	 	Borrower  (Choate
    form)	☐
[Borrower] 

        ☐
Bailee 

        ☐
Agent 
	Post-closing;
    Choate revised draft to A&P (3/4)
	c)     
    Teligent EMS	 	Borrower  (Choate
    form)	☐
[Borrower] 

        ☐
Bailee 

        ☐
Agent 
	Post-closing;
    Final Form
	d)     
    Morey Corp	 	Borrower  (Choate
    form)	☒
Numerex Corp. 

        ☒
Bailee 

        ☒
Agent 
	Final
    
	e)     
    Catcon Products	 	Borrower  (Choate
    form)	☐
[Borrower] 

        ☐
Bailee 

        ☐
Agent 
	Post-closing;
    Choate form to A&P (2/25)
	PART
    FOUR: PAYOFF DOCUMENTS
	17.  
    Payoff Letter w/Silicon Valley Bank	N/A	Borrower	☒
SVB 

        ☒
Lead Borrower 

        ☒
Other Credit Parties and other person party to SVB agreement 
	Final
	 			 	 



 






    7 


    	 



    

 





	Document	Doc
    ID#	Resp.
    Party	Signatories	Status
	18.  
    SVB UCC-3 Terminations (Credit Parties, as well as two PA non-Credit Parties)	N/A	Borrower	N/A	Final
    Form
	19.  
    IP Terminations – Omnilink SVB Facility (unrelated to Existing Credit Agreement)	 	 	 	 
	a)     
    Trademark Release	N/A	Borrower	☒  SVB	Final
    (to be filed)
	b)     
    Patent Release	N/A	Borrower	☒  SVB	Final
    (to be filed)
	20.  
    Landlord Waiver Termination: 3330 Cumberland Boulevard SE, Atlanta, GA 30339	N/A	Borrower	☒  SVB	Final
	21.  
    Bailee Notice Termination: IntegraCove, LLC	N/A	Borrower	☒  SVB	Final
	22.  
    UCC-3 Termination – Telemetry Services Corporation (Secured Party, Partners for Growth III, L.P.)	N/A	Borrowers	N/A	Completed
	23.  
    Evidence that liens on Next Alarm Monitoring, Inc. were released at time of purchase by Credit Parties	N/A	Borrowers	N/A	Completed
	24.  
    Evidence that liens Airadigm Communications, Inc. were released at time of purchase by Credit Parties	N/A	Borrowers	N/A	Confirmed
    per A&P, clean-up terminations to be provided post-closing
	

         

        PART
FIVE: MISCELLANEOUS 

	25.  
    Lien Searches	N/A	Borrower/Choate	N/A	Complete
	26.  
    Intellectual Property Searches	N/A	Choate	N/A	Complete
	27.  
    Business Due Diligence	N/A	Agent	N/A	Complete
	28.  
    Legal Due Diligence	N/A	Choate	N/A	Complete
	29.  
    Commercial Finance Examination, Appraisals, Etc.	N/A	Borrower	N/A	Complete
	30.  
    Financial Statements	N/A	Borrower	N/A	Complete
	31.  
    Projections and Business Plan	N/A	Borrower	N/A	Complete
	32.  
    Know Your Customer Diligence and Background Checks	N/A	Agent	N/A	Complete
	33.  
    Officer’s Closing and Solvency Certificate 	 	Choate	☒  Lead
    Borrower	Final
	 			 	 



 






    8 


    	 



    

 


 


	Document	Doc
    ID#	Resp.
    Party	Signatories	Status
	a)
Exhibits to Officer’s Closing and Solvency Certificate	N/A	Borrower	N/A	Final
    Form
	34.  
    Fee Letter	 	Choate	☒
Lead Borrower 

        ☒
Other Credit Parties 

        ☒
Agent 
	Final
	35.  
    Disbursement Letter	 	Choate	☒  Borrowers	Final
	a)  Funds
    Flow Memorandum	 	Borrower	N/A	Final
    Form
	36.  
    Payment of all Fees and Expenses	N/A	Borrower	N/A	At
    closing
	 

        

        PART
FIVE: LEGAL OPINIONS 

	37.  
    Legal Opinion of Arnold & Porter LLP (NY and DE)	 	A&P
    	☒  A&P	Final
	38.  
    Legal Opinion of Stevens & Lee LLP (PA)	 	S&L	☒  S&L	Final
	39.  
    Legal Opinion of Taylor English LLP (GA)	 	TE	☒  TE	Final
	 			 	 





 






    9 


    	 



    

  







Exhibit
A


 





	Company	Officer’s


    Certificate	Formation
    Document	Governing
    Agreement	Resolutions	Good
    Standing Certificate	 Foreign
    Qualifications
	Numerex
    Corp. (PA)	☒
        Certificate


        ☒
        Incumbency

        	(2/23)	Rec’d	☒ Final	(2/23)	☒ GA
    (2/9)

    ☒ UT (2/9)
	Cellemetry
    LLC (DE)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒ Final	(2/8)	☒ GA
    (2/9)
	CELLEMETRY
    SERVICES, LLC (GA)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒ Final	(2/9)	N/A
	NextAlarm,
    LLC (GA)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒ Final	(2/9)	N/A
	Numerex
    Government Services LLC (GA)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒ Final	(2/9)	N/A
	NUMEREX
    SOLUTIONS, LLC (DE)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒ Final	(2/8)	☒ GA
    (2/9) 

    ☒ TX (2/9)
	Omnilink
    Systems Inc. (DE)	☒
        Certificate


        ☒
        Incumbency

        	(2/23)	Rec’d	☒ Final	(2/23)	☒ GA
    (2/12)

    ☒ CA (2/23)
	Orbit
    One Communications, LLC (GA)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒ Final	(2/9)	N/A
	uBlip,
    Inc. (GA)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒ Final	(2/9)	N/A
	Uplink
    Security, LLC (GA)	☒
        Certificate


        ☒
        Incumbency

        	(2/9)	Rec’d	☒
Final

 (Member) 

        ☒ Final 

(Board) 
	(2/9)	N/A
	Telemetry
    Services Corporation (DE)	☒
        Certificate


        ☒
        Incumbency

        	(2/23)	Rec’d	☒ Final	(2/23)	☒ GA
    (2/29)



 








    10 


    	 



    


 





 

EXHIBIT 4.2(b)


 


FORM OF COMPLIANCE
CERTIFICATE


 


 


	 	To:	
        Crystal Financial LLC

         

         
	Date: _____________________
	 	 	Two International Place, 17th Floor	 
	 	 	Boston, MA 02110	 


 


 


Re:          Term
Loan Agreement dated as of March 9, 2016 (as amended, modified, supplemented or restated hereafter, the “Term Loan Agreement”)
by and among (i) Numerex Corp., a Pennsylvania corporation (the “Lead Borrower”), (ii) the other Borrowers party
thereto from time to time (together with the Lead Borrower, the “Borrowers”), (iii) the Guarantors party thereto
from time to time, (iv) the Term Lenders party thereto from time to time party, and (v) Crystal Financial LLC, as term agent (the
“Term Agent”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein
as in the Term Loan Agreement.


 


The undersigned, a duly
authorized and acting Responsible Officer of the Lead Borrower, hereby certifies to you as follows:


 


	 	1.	No Default; Representations and Warranties.


 


	 	a.	To the knowledge of the undersigned Responsible Officer, except as set forth in Appendix I, no Default or Event of Default has occurred and is continuing.


 


	 	b.	If a Default or Event of Default has occurred and is continuing, the Lead Borrower and its Subsidiaries propose to take action as set forth in Appendix I with respect to such Default or Event of Default.


 


	 	c.	Each of the representations and warranties set forth in the Term Loan Agreement is true and correct in all material respects as of the date hereof (without duplication of any materiality qualifier contained therein).


 


	 	2.	Financial Calculations. Attached hereto as Appendix II are reasonably detailed calculations necessary to determine the following:


 


	 	a.	The Borrowers [are][are not] in compliance with the minimum Adjusted EBITDA covenant set forth in Section 5.23 of the Term Loan Agreement.


 


	 	b.	The Borrowers [are][are not] in compliance with the minimum Consolidated Fixed Charge Coverage Ratio covenant set forth in Section 5.23 of the Term Loan Agreement.


 


	 	c.	The Borrowers [are][are not] in compliance with the maximum Consolidated Total Net Leverage covenant set forth in Section 5.23 of the Term Loan Agreement.


 


	 	d.	The Borrowers [are][are not] in compliance with the subscriber Churn covenant set forth in Section 5.23 of the Term Loan Agreement.


 



    	 



    	 



     


	 	e.	The Borrowers [are][are not] in compliance with the minimum Liquidity covenant set forth in Section 5.23 of the Term Loan Agreement.


 


	 	3.	No Material Accounting Changes, Etc. The financial statements furnished to the Term Agent for the Fiscal [Month/Year] ending [_____] are complete, correct, and fairly present, in all material respects, in accordance with GAAP, the consolidated financial position and the results of operations of the Lead Borrower and its Subsidiaries on a consolidated basis at the close of, and the results of the Lead Borrower and its Subsidiaries’ operations and cash flows for, the period(s) covered, subject to, with respect to the monthly financial statements, normal year-end adjustments and the absence of footnotes. There has been no change in GAAP or the application thereof since the date of the audited financial statements furnished to the Term Agent for the year ending [_____], other than the material accounting changes as disclosed on Appendix III hereto.


 


	 	4.	Intellectual Property. Except as set forth on Appendix IV hereto, there has been no change to the information provided in Schedule 3.16 to the Term Loan Agreement since the date of the most recently delivered compliance certificate.


 


	 	5.	Commercial Tort Claims. Except as set forth on Appendix V hereto, there has been no change to the information provided in Schedule 1 to the Guaranty and Security Agreement since the date of the most recently delivered compliance certificate.


 


[Signature Page Follows]


 



    	 



    	 



     


IN WITNESS WHEREOF, I have
executed this certificate as of the date first written above.


	 	 	 	 	 
	 	By:	 
	 	 	Responsible Officer of Lead Borrower
	 	 
	 	Name:	 
	 	Title:	 


 


 


 



    	 



    	 



     


Appendix
I


 


Except as set forth below,
no Default or Event of Default presently exists. [If a Default or Event of Default exists, the following describes the nature of
the Default or Event of Default in reasonable detail and the steps being taken or contemplated by the Lead Borrower and its Subsidiaries
to be taken on account thereof.]


 



    	 



    	 



     


Appendix
II


 


 


	A. Calculation of Adjusted EBITDA1	 
	 	 	 
	1.	Consolidated Net Income:	$
	 	plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income:	 
	 	 	 
	2.	Consolidated Interest Expense:	$
	 	 	 
	3.	the provision for federal, state, local and foreign income taxes payable by the Lead Borrower and its Subsidiaries:	$
	 	 	 
	4.	depreciation and amortization expense:	$
	 	 	 
	5.	non-cash equity-based compensation:	$
	 	 	 
	6.	non-recurring, non-cash expenses which are deemed acceptable to the Term Agent:	$
	 	 	 
	7.	the fees, costs and expenses payable by the Borrowers in connection with the closing of the transactions contemplated by the Loan Documents:	$
	 	 	 
	8.	fees and expenses paid in connection with field examinations and wind-down analyses in accordance with Section 4.9(c) of the Term Loan Agreement:	$
	 	minus the following to the extent included in calculating such Consolidated Net Income:	 
	 	 	 
	9.	federal, state, local and foreign income tax credits of the Lead Borrower and its Subsidiaries:	$
	 	 	 
	10.	extraordinary gains for such period:	$
	 	 	 
	11.	all non-cash, non-recurring items increasing Consolidated Net Income:	$
	 	 	 
	12.	the sum of lines A-2 through A-8:	$
	 	 	 
	13.	the sum of lines A-9 through A-11:	$
	 	 	 
	14.	Adjusted EBITDA (line A-1 plus line A-12 minus line A-13):	$
	 	 	 
	 	In compliance with minimum Adjusted EBITDA covenant, pursuant to Section 5.23 of the Term Loan Agreement:	[Yes/No]


 


 


 

 


1
For quarterly periods prior to the Closing Date, “Adjusted EBITDA” shall be as follows: quarter ended December
31, 2015 - $1,963,000, quarter ended September 30, 2015 - $1,664,000 and quarter ended June 30, 2015 - $3,410,000.


 


 



    	 



    	 



      


 


 


	B. Calculation of Consolidated Fixed Charge Coverage Ratio	 
	 	 	 	 
	1.	Adjusted EBITDA (line A-14):	$
	 	 	 	 
	2.	Capital Expenditures paid in cash:	$
	 	plus:	 
	 	 	 	 
	3.	the aggregate amount (but not less than $0) of federal, state, local and foreign income taxes paid in cash:	$
	 	 	 
	4.	Debt Service Charges paid in cash:	 
	 	 	 	 
	 	a.	Consolidated Interest Expense2:	$
	 	 	 	 
	 	b.	All scheduled principal payments made or required to be made on account of Indebtedness for borrowed money (including, without limitation, principal payments in accordance with Section 1.6(a)(i) of the Term Loan Agreement and obligations with respect to Capital Leases for such period (excluding, for the avoidance of doubt, all voluntary and mandatory prepayments):	$
	 	 	 	 
	 	c.	the sum of lines B-4-a and B-4-b:	$
	 	 	 	 
	5.	Restricted Payments paid in cash:	$
	 	 	 	 
	6.	the sum of lines B-2, B-3, B-4-c and B-5:	$
	 	 	 	 
	7.	Consolidated Fixed Charge Coverage Ratio (the ratio of line B-1 to line B-6):	[__] : [__]
	 	 	 	 
	In compliance with minimum Consolidated Fixed Charge Coverage Ratio covenant, pursuant to Section 5.23 of the Term Loan Agreement:	[Yes/No]


 


 

 


 


2 With respect to the calculation
of the amounts set forth in line B-4-a above, for each of the quarters ending on March 31, 2016, June 30, 2016, September 30, 2016
and December 30, 2016, such amounts shall be calculated by: (i) determining the actual amount thereof from the Closing Date through
such date of determination, (ii) dividing such amount by the number of days that have elapsed from the Closing Date through such
date of determination, and (iii) multiplying the result by 365.


 



    	 



    	 



     


 


 


	C. Calculation of Consolidated Total Net Leverage	 
	 	 	 
	1.	Net Debt:	$
	 	 	 
	2.	Consolidated Total Net Leverage (the ratio of line C-1 to Adjusted EBITDA (line A-14)):	[__] : [__]
	 	 	 
	In compliance with maximum Consolidated Total Net Leverage covenant, pursuant to Section 5.23 of the Term Loan Agreement:	[Yes/No]


 


 


 


 


 



    	 



    	 



     


 


	D. Calculation of Churn	 
	 	 	 
	1.	Aggregate number of subscribers at the end of the period:	[__]
	 	minus	 
	 	 	 
	2.	Aggregate number of subscribers at the end of the prior period:	[__]
	 	 	 
	3.	Subscriber disconnect (line D-1 minus line D-2):	[__]
	 	 	 
	4.	Churn (line D-3 divided by line D-2):	[__]
	 	 	 
	In compliance with subscriber Churn covenant, pursuant to Section 5.23 of the Term Loan Agreement:	[Yes/No]


 


 



    	 



    	 



     


 


 


	E. Minimum Liquidity	 	 
	 	 	 
	Liquidity:	$	 
	 	 	 
	Minimum Liquidity:	$5,000,000	 
	 	 	 
	In compliance with minimum Liquidity covenant, pursuant to Section 5.23 of the Term Loan Agreement:	[Yes/No]


 


 



    	 



    	 



     


Appendix
III


 


Except as set forth below, no material changes
in GAAP or the application thereof have occurred since [the date of the most recently delivered financial statements to the Term
Agent prior to the date of this certificate]. [If material changes in GAAP or in application thereof have occurred, the following
describes the nature of the changes in reasonable detail and the effect, if any, of each such material change in GAAP or in application
thereof in the calculation of the financial covenants described in the Term Loan Agreement].


 



    	 



    	 



     


Appendix
IV


 


Except as set forth below, there has been no
change to the information provided in Schedule 3.16 (Intellectual Property)_to the Term Loan Agreement since the date of
the most recently delivered compliance certificate.


 



    	 



    	 



     


Appendix
V


 


Except as set forth below, there has been no
change to the information provided in Schedule 1 (Commercial Tort Claims) to the Guaranty and Security Agreement since the
date of the most recently delivered compliance certificate. 


 



    	 



    	 



     


EXHIBIT 10.1(a) 


TO

TERM LOAN AGREEMENT


 


[FORM OF] ASSIGNMENT


 


This ASSIGNMENT, dated
as of the Effective Date, is entered into between ___________ (the “Assignor”) and ___________ (the “Assignee”).


 


The parties hereto hereby
agree as follows:


 


	Borrowers:	 	Numerex Corp. (the “Lead Borrower”, and together with the other Persons party to the Term Loan Agreement from time to time that are designated as a “Borrower”, the “Borrowers”)
	 	 	 
	Agent:	 	Crystal Financial LLC, as administrative agent for the Term Lenders (in such capacity and together with its successors and permitted assigns, the “Term Agent”)
	 	 	 
	Loan Agreement:	 	Term Loan Agreement, dated as of March 9, 2016, among the Borrowers, the other Credit Parties party thereto, the Term Lenders party thereto and the Term Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”; capitalized terms used herein without definition are used as defined in the Term Loan Agreement)
	 	 	 
	[Trade Date:	 	_________, ____]1
	 	 	 
	Effective Date:	 	_________, ____2


 


 

 


	 	1	Insert for informational purposes only if needed to determine other arrangements between the Assignor and the Assignee.


 


	 	2	To be filled out by Term Agent upon entry in the Register.


 


 



    	 



    	 



     


 


	Section 1.	 	 	 
	 	Term Loan A Commitment Percentage Assigned:3	 	%


 


Section 2.          After
giving effect to this Assignment, the Assignor’s and the Assignee’s aggregate Term Loan A Commitments and the amount
of the Term Loans owing to the Assignor and the Assignee will be as set forth below:


 


	 	Assignor’s Term Loan A Commitment:	$	 
	 	 	 	 
	 	Assignee’s Term Loan A Commitment:	$	 
	 	 	 	 
	 	Aggregate Outstanding Principal Amount of Term Loan A Owing to Assignor:	$	 
	 	 	 	 
	 	Aggregate Outstanding Principal Amount of Term Loan B Owing to Assignor:	$	 
	 	 	 	 
	 	Aggregate Outstanding Principal Amount of Term Loan A Owing to Assignee:	$	 
	 	 	 	 
	 	Aggregate Outstanding Principal Amount of Term Loan B Owing to Assignee:	$	 


  


[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY
LEFT BLANK]


 


 


 

 


	 	3	Set forth, to at least 9 decimals, the Assigned interest as a percentage of the aggregate Term Loan A Commitment or amount of the Term Loans in the facility. This percentage is set forth for informational purposes only and is not intended to be binding. The assignments are based on the amounts assigned, not on the percentage listed.


 


 



    	 



    	 



     


Section 1.          Assignment.
Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, Assignor’s rights
and obligations in its capacity as Term Lender under the Term Loan Agreement (including Liabilities owing to or by Assignor thereunder)
and the other Loan Documents, in each case to the extent related to the amounts identified above (the “Assigned Interest”).


 


Section 2.          Representations,
Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee and the Term Agent that (i) it
has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned
Interest is free and clear of any Lien and other adverse claims and (iii) by executing, signing and delivering this assignment
via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering
this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver
this Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the
aggregate amount of the Term Loan and Term Loan A Commitments, the percentage of the Term Loan and Term Loan A Commitments represented
by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any
other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any
Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral,
(c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit
Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided
in connection therewith and (d) attaches any Term Notes held by it evidencing at least in part the Assigned Interest of such
Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Term Agent exchange such
Term Notes for new Term Notes in accordance with Section 1.2 of the Term Loan Agreement.


 


Section 3.          Representations,
Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Term Agent that (i) it
has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate
the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of [_______], a Term Lender,
(iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned
to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced
in acquiring assets of such type and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic
settlement system designated by the Term Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee
is an authorized signatory for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and
authorizes the Term Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Term Agent by the terms thereof, together with such powers as are reasonably incidental thereto,
(c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to
be performed by it as a Term Lender, (d) confirms it has received such documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions
in taking or not taking any action under any Loan Document independently and without reliance upon Term Agent, any Term Lender
or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges
and agrees that, as a Term Lender, it may receive material non-public information and confidential information concerning the Credit
Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 8.10 of
the Term Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses
set forth beneath its name on the signature pages hereof, (g) shall pay to the Term Agent an assignment fee in the amount
of $3,500 to the extent such fee is required to be paid under Section 8.9 of the Term Loan Agreement and (h) to
the extent required pursuant to Section 9.1(f) of the Term Loan Agreement, attaches two completed originals of Forms W-8ECI,
W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.


 


 



    	 



    	 



     


Section 4.          Determination
of Effective Date; Register. Following the due execution and delivery of this Assignment by Assignor and Assignee, this Assignment
(including its attachments) will be delivered to the Term Agent for its acceptance and recording in the Register. The effective
date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment
by the Term Agent and (ii) the recording of this Assignment in the Register. The Term Agent shall insert the Effective Date
when known in the space provided therefor at the beginning of this Assignment.


 


Section 5.          Effect.
As of the Effective Date, (a) Assignee shall be a party to the Term Loan Agreement and, to the extent provided in this Assignment,
have the rights and obligations of a Term Lender under the Term Loan Agreement and (b) Assignor shall, to the extent provided
in this Assignment, relinquish its rights (except those surviving the termination of the Term Loan A Commitments and payment in
full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to
events and circumstances occurring prior to the Effective Date.


 


Section 6.          Distribution
of Payments. On and after the Effective Date, the Term Agent shall make all payments under the Loan Documents in respect of
each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise,
to Assignee.


 


Section 7.          Miscellaneous.
(a) The parties hereto, to the extent permitted by law, waive all right to trial by jury in any action, suit, or proceeding arising
out of, in connection with or relating to, this Assignment and any other transaction contemplated hereby. This waiver applies to
any action, suit or proceeding whether sounding in tort, contract or otherwise.


 


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


 


(c)          This
Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York, but without
giving effect to the conflicts of laws principles thereof, but including Section 5-1401 of the New York General Obligations Law..


 


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


 


(e)          Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature
page of this Assignment by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed
counterpart of this Assignment.


 


[signatures
follow]


 


 



    	 



    	 



     


IN WITNESS WHEREOF, the
parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date
first above written.


 


 




	 	[NAME OF ASSIGNOR]
	 	 	as Assignor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[NAME OF ASSIGNEE]
	 	 	as Assignee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Lending Office (and address for notices):
	 	 	 
	 	[Insert Address (including contact name, fax number and e-mail address)]


 


 


[SIGNATURE PAGE FOR ASSIGNMENT FOR
TERM LOAN AGREEMENT]


 


 



    	 



    	 



      


ACCEPTED
and AGREED

this ____ day of ______________ _____:



CRYSTAL FINANCIAL LLC

as Term Agent




  


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


 


[SIGNATURE PAGE FOR ASSIGNMENT FOR
TERM LOAN AGREEMENT]


  


 



    	 



    	 



     


 


 


EXHIBIT 10.1(b) 


TO

TERM LOAN AGREEMENT


 


[FORM OF] [TERM LOAN A NOTE] [TERM LOAN B NOTE]


 


	Lender: [NAME OF TERM LENDER]

Principal Amount: $_______	
 ___________, 20__


 


FOR VALUE RECEIVED, the
undersigned, Numerex Corp., a Pennsylvania corporation (the “Lead Borrower”) and the other Persons party to
the Term Loan Agreement from time to time that are designated as a “Borrower” (together with the Lead Borrower, the
“Borrowers”), hereby promise to pay to the Term Lender set forth above (the “Term Lender”)
the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of Term Loan (as defined in the Term Loan
Agreement referred to below) of the Term Lender to the Borrowers, payable at such times and in such amounts as are specified in
the Term Loan Agreement.


 


Each Borrower promises
to pay interest on the unpaid principal amount of [Term Loan A] [Term Loan B] from the date made until such principal amount is
paid in full, payable at such times and at such interest rates as are specified in the Term Loan Agreement. Demand, diligence,
presentment, protest and notice of non-payment and protest are hereby waived by each Borrower.


 


Both principal and interest
are payable in Dollars to Crystal Financial LLC, as Term Agent, at the address set forth in the Term Loan Agreement, in immediately
available funds.


 


This Term Note is one of
the Term Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement, dated as of March 9, 2016 (as the same
may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”),
among the Borrowers, the other Credit Parties party thereto, the Term Lenders party thereto, and Crystal Financial LLC, as administrative
agent for the Term Lenders. Capitalized terms used herein without definition are used as defined in the Term Loan Agreement.


 


The Term Loan Agreement,
among other things, (a) provides for the making of [Term Loan A] [Term Loan B] by the Term Lender to the Borrowers in an aggregate
amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrowers resulting
from such [Term Loan A] [Term Loan B] being evidenced by this Term Note and (b) contains provisions for acceleration of the maturity
of the unpaid principal amount of this Term Note upon the happening of certain stated events and also for prepayments on account
of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.


 


This Term Note is a Loan
Document, is entitled to the benefits of the Loan Documents and is subject to certain provisions of the Term Loan Agreement, including
all of Sections 8.18 (Governing Law and Jurisdiction), 8.19 (Waiver of Jury Trial) and 10.2 (Other Interpretive
Provisions) thereof.


 


This Term Note is a registered
obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.


 


The Term Lender’s
books and records concerning the Term Loans, the accrual of interest thereon, and the repayment of such Term Loans, shall be prima
facie evidence of the indebtedness to the Term Lender hereunder.


 



    	1



    	 



     


No delay or omission by
the Term Lender in exercising or enforcing any of such Term Lender’s powers, rights, privileges, remedies, or discretions
hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall
operate as a waiver of any other Event of Default, nor as a continuing waiver of any such Event of Default.


 


Each Borrower assents to
any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by the Term
Lender with respect to this Term Note and/or any Collateral or any extension or other indulgence with respect to any other liability
or any collateral given to secure any other liability of the Borrowers or any other Person obligated on account of this Term Note.


 


This Term Note shall be
binding upon each of the Borrowers, and each endorser and guarantor hereof, and upon their respective successors, assigns, and
representatives, and shall inure to the benefit of the Term Lender and its successors, endorsees, and assigns.


 


[SIGNATURE PAGES
FOLLOW]


 



    	 



    	 



     


IN WITNESS WHEREOF, the
Borrowers have caused this Term Note to be executed and delivered by its duly authorized officer as of the day and year and at
the place set forth above.


 


	 	 	 
	 	Numerex Corp., a Pennsylvania corporation
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Cellemetry LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	CELLEMETRY SERVICES, LLC, a Georgia limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	NextAlarm, LLC, a Georgia limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Numerex Government Services LLC, a Georgia limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Term
Note]


 



    	 



    	 



     


	 	 	 
	 	NUMEREX SOLUTIONS, LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Omnilink Systems Inc., a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Orbit One Communications, LLC, a Georgia limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	uBlip, Inc., a Georgia corporation
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Uplink Security, LLC, a Georgia limited liability company
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Term
Note]


 



    	 



    	 



     


	 	 	 
	 	Telemetry Services Corporation, a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


 


[Signature Page to Term
Note]


 



    	 



    	 



     


 


SCHEDULE 1.1


 


TERM LOAN A COMMITMENTS


 


	Term Lender	Term Loan A Commitment
	Crystal Financial LLC	$17,000,000
	TOTAL	$17,000,000


 



    	 



    	 



     


SCHEDULE 3.5


 


LITIGATION


 


Actions, suits and proceedings:


 


Omnilink Systems Inc. v. Nexus Programs, et al. 


On September 10, 2015, Omnilink Systems Inc. (“Omnilink”)
brought an action against Nexus Programs Inc. (“Nexus”), a former customer, in the Northern District of Georgia for
the payment of services provided by Omnilink. The complaint also includes claims against certain individuals of Nexus and related
claims of fraud. Nexus has filed an answer denying Omnilink’s claims and alleging breach of contract and intentional misrepresentations
regarding the performance of the Omnilink devices. Initial disclosures have been filed. Discovery has not yet commenced.


 


Amtraco, Ltd., Amcest Corp and Fred Rosenfeld v. NextAlarm International,
Inc., NextAlarm Monitoring Company, Harvey Alexander Elliot, and Numerex Corp.

The plaintiffs have claimed that Numerex Corp. tortuously interfered with an exclusive marketing agreement between Amcest Corp
and NextAlarm International, Inc. and a loan agreement between Amtraco, Ltd. and NextAlarm International, Inc., including a UCC
claim. Discovery is closed, and summary judgment motions by plaintiffs and Numerex Corp. were filed in February 2016. These motions
were denied on March 4, 2016 and the trial is expected to commence during the week of March 12, 2016.


 


Governmental audits, reviews and investigations:


 


The Office of Federal Contract Compliance Programs (“OFCCP”)
is conducting a routine audit of Numerex Corp.’s affirmative action policies. Numerex Corp. has provided information requested
by the OFCCP. As of the Closing Date, the OFCCP had not issued any citations or violations to Numerex Corp.


 



    	 



    	 



     


SCHEDULE 3.9


 


OWNERSHIP OF PROPERTY; LIENS


 


The following properties are leased by Borrowers


 


	3330 Cumberland Boulevard SE

Suite 700

Atlanta, GA 30339	2000 E. 15th Street, Bldg 150

Suite G

Edmond, OK 73013
	8144 Walnut Hill Lane

Suite 310

Dallas, TX 75231	1095 Windward Ridge

Building 300, Ste. 160

Alpharetta, GA 30005
	5900 Windward Parkway #200

Alpharetta, GA 30005	275 S. Main Street, Suite 2CC

Doylestown, PA 18902


 


Purchase options, rights of first refusal or other
similar contractual rights pertaining to any Real Estate:


 


None.


 



    	 



    	 



     


SCHEDULE 3.10


 


TAXES


 


	 	1.	Numerex Corp. has discovered that, for the years 2011 through 2014, Canadian goods and services taxes (GST) of approximately CAD$573,000 have been collected from customers of Uplink Security, LLC and improperly remitted to the Canadian Revenue Authority (CRA) under the GST registration of NUMEREX SOLUTIONS, LLC instead of the GST registration for Uplink Security, LLC. We voluntarily disclosed the error to the CRA.


 


	 	2.	At the same time as the voluntary disclosure described above, we identified customers for which GST was not properly collected or remitted to the CRA. The amount of GST owed for the years 2011 to 2014 for such identified customers is approximately CAD$465,000, all of which is billable to the applicable customers. None of this amount has yet been collected from customers or remitted to the CRA. We are in the process of preparing to voluntarily disclose this error to the CRA.


 



    	 



    	 



     


SCHEDULE 3.15


 


LABOR RELATIONS


 


None.


 



    	 



    	 



     


SCHEDULE 3.16


 


INTELLECTUAL PROPERTY


 


	 	1.	Patents


 


 



    	 



    	 



     


	Country	Application No.	Patent No	Filing Date	Issue Date	Title	Owner
	US	09/666,042	6,718,177	9/20/2000	4/6/2004	System for Communicating Messages Via a Forward Overhead Control Channel for a Programmable Logic Control Device	Numerex Corp.
	US	10/038,089	6,882,843	1/2/2002	4/19/2005	Multiple Wireless Data Transport Transceiver System	Numerex Corp.
	US	09/083,079	6,311,060	5/21/1998	10/30/2001	Method and System for Registering the Location of a Mobile Cellular Communications Device	Numerex Corp.
	US	10/008,100	7,225,459	11/13/2001	5/29/2007	Methods and Systems for Dynamically Adjusting Video Bit Rates	Numerex Corp.
	US	08/769,142	5,873,043	12/18/1996	2/16/1999	System for Communicating Messages Via a Forward Overhead Control Channel 	Numerex Corp.
	US	09/699,312	6,856,808	10/27/2000	2/15/2005	Interconnect System and Method for Multiple Protocol Short Message Services	Numerex Corp.
	US	10/262,372	6,718,237	9/30/2002	4/6/2004	Communications Device for Conveying Geographic Location Information Over Capacity Constrained Wireless Systems	Numerex Corp.
	US	09/549,761	6,738,647	4/14/2000	5/18/2004	Method and System for Expanding the Data Payload of Data Messages Transported Via a Cellular Network Control Channel	Numerex Corp.
	US	09/082,694	6,311,056	5/21/1998	10/30/2001	Method and System for Expanding the Data Capacity of a Cellular Network Control Channel	Numerex Corp.
	US	10/773,692	7,272,494	2/6/2004	9/18/2007	Communication Device for Conveying Geographic Location Information Over Capacity Constrained Wireless Systems	Numerex Corp.
	US	10/770,326	7,151,943	2/2/2004	12/19/2006	System for Communicating Messages Via a Forward Overhead Control Channel for a Programmable Logic Control Device	Numerex Corp.
	US	10/885,445	7,245,928	7/6/2004	7/17/2007	Method and System for Improved Short Message Services	Numerex Corp.
	US	10/952,710	7,233,802	9/29/2004	6/19/2007	Interconnect System and Method for Multiple Protocol Short Message Services	Numerex Corp.
	US	11/811,855	7,680,505	6/12/2007	3/16/2010	Telemetry Gateway	Numerex Corp.
	US	12/704,290	8,060,067	2/11/2010	11/15/2011	Method and System for Efficiently Routing Messages	Numerex Corp.
	US	13/247,316	8,543,146	9/28/2011	9/24/2013	Method and System for Efficiently Routing Messages	Numerex Corp.
	US	13/848,804	8,903,437	3/22/2013	12/2/2014	Method and System for Efficiently Routing Messages	Numerex Corp.
	US	10/959,809	7,783,508	10/6/2004	8/24/2010	Method and System for Refining Vending Operations Based on Wireless Data	Numerex Corp
	US	10/877,354	7,650,285	6/25/2004	1/19/2010	Method and System for Adjusting Digital Audio Playback Sampling Rate	Numerex Corp
	US	12/012,848	8,265,605	2/6/2008	9/11/2012	Service escrowed transportable wireless event reporting system	Numerex Corp


 


 



    	 



    	 



     


	US	13/568,559	8,543,097	8/7/2012	9/24/2013	Service escrowed transportable wireless event reporting system	Numerex Corp
	US	13/971,935	8,855,716	8/21/2013	10/7/2014	Service escrowed transportable wireless event reporting system	Numerex Corp
	US	12/002,215	7,880,599	12/14/2007	2/1/2011	Method and System for Remotely Monitoring the Operations of a Vehicle	Numerex Corp
	US	12/002,091	7,936,256	12/14/2007	5/3/2011	Method and System for Interacting with a Vehicle over a Mobile Radiotelephone Network	Numerex Corp
	US	12/290,048	8,738,046	10/27/2008	5/27/2014	Intelligent Short Message Delivery System and Method	Numerex Corp
	US	12/713,916	8,041,383	2/26/2010	10/18/2011	Digital Upgrade System and Method	Numerex Corp
	US	13/234,712	8,483,748	9/16/2011	7/9/2013	Digital Upgrade System and Method	Numerex Corp
	US	13/911,554	8,868,059	6/6/2013	10/21/2014	Digital Upgrade System and Method	Numerex Corp
	US	12/640,688	8,112,285	12/17/2009	2/7/2012	Method and System for Improving Real Time Data Communications	Numerex Corp
	US	12/985,989	8,126,764	1/6/2011	2/28/2012	Communication of Managing Vending Operations Based on Wireless Data	Numerex Corp
	US	12/860,231	8,214,247	8/20/2010	7/3/2012	Method and System for Refining Vending Operations Based on Wireless Data	Numerex Corp
	US	13/491,079	8,484,070	6/7/2012	7/9/2013	Method and System for Managing Vending Operations Based on Wireless Data	Numerex Corp
	US	12/985,975	8,269,618	1/6/2011	9/18/2012	Method and System for Remotely Monitoring the Location of a Vehicle	Numerex Corp
	US	13/040,563	8,253,549	3/4/2011	8/28/2012	Method and System for Interacting with a Vehicle over a Mobile Radiotelephone Network	Numerex Corp
	US	13/561,313	8,547,212	7/30/2012	10/1/2013	Method and System for Interacting with a Vehicle over a Mobile Radiotelephone Network	Numerex Corp
	US	14/043,363	9,084,197	10/1/2013	7/14/2015	Method and System for Interacting with a Vehicle over a Mobile Radiotelephone Network	Numerex Corp
	US	13/345,018	8,412,186	1/6/2012	4/2/2013	Method and system for managing subscriber identity modules on wireless networks for machine to-machine applications 	Numerex Corp
	US	13/681,460	8,611,891	11/20/2012	12/17/2013	Method and system for managing subscriber identity modules on wireless networks for machine to-machine applications 	Numerex Corp
	US	14/079,936	 	11/14/2013	 	Method and system for managing subscriber identity modules on wireless networks for machine to-machine applications 	Numerex Corp
	US	13/456,662	8,705,716	4/26/2012	4/22/2014	Interactive Control of Alarm Systems by Telephone Interface Using an Intermediate Gateway	Numerex Corp


 


 



    	 



    	 



     


	US	13/413,333	8,705,704	3/6/2012	4/22/2014	Delivery of Alarm System Event Data and Audio Over Hybrid Network	Numerex Corp
	US	13/438,941	8,798,260	4/4/2012	8/5/2014	Delivery of Alarm System Event Data and Audio 	Numerex Corp
	US	14/450,787	 	8/4/2014	 	Delivery of Alarm System Event Data and Audio	Numerex Corp
	US	14/013,637	9,153,124	8/29/2013	10/6/2015	Alarm Sensor Supporting Long-Range Wireless Communication	Numerex Corp
	US	14/039,573	9,177,464	9/27/2013	11/3/2015	Method and system for untethered two-way voice communication for an alarm system	Numerex Corp
	US	14/039,821	 	9/27/2013	 	Method and System for Communicating with an Alarm System	Numerex Corp
	US	10/462,708	7,245,703	6/17/2003	7/17/2007	Alarm Signal Interceptor, Middleware Processor, and Re-Transmitter Using Caller ID	Numerex Corp
	US	10/861,790	7,440,554	6/7/2004	10/21/2008	Alarm Signal Interceptor, Middleware Processor, and Re-Transmitter 	Numerex Corp
	US	11/226,857	7,593,512	9/14/2005	9/22/2009	Private VOIP network for Security System Monitoring	Numerex Corp
	US	11/348,291	7,734,020	2/6/2006	6/8/2010	Two-way Voice and Voice over IP receivers for Alarm Systems	Numerex Corp
	US	11/517,025	7,613,278	9/7/2006	11/3/2009	Alarm System Activation Platform	Numerex Corp
	US	12/018,724	8,369,487	1/23/2008	2/5/2013	Enhanced 911 notification for Internet Enabled Alarm Systems	Numerex Corp
	US	12/504,709	9,131,040	7/17/2009	9/8/2015	Alarm System for use over Satellite Broadband	Numerex Corp
	US	13/004,917	8,509,391	1/12/2011	8/13/2013	Wireless VoIP Network for Security System Monitoring	Numerex Corp
	US	13/939,460	9,094,410	7/11/2013	7/28/2015	Wireless VoIP Network for Security System Monitoring	Numerex Corp
	US	14/050,655	 	10/10/2013	 	Wireless VoIP Network for Security System Monitoring	Numerex Corp
	US	13/194,912	9,054,893	7/30/2011	6/9/2015	Alarm System IP Network with PSTN Output	Numerex Corp
	US	14/598,737	 	1/16/2015	 	Alarm System IP Network with PSTN Output	Numerex Corp
	US	14/075,467	 	11/8/2013	 	Delivery of Security Solutions Based on Demand	Numerex Corp
	US	14/272,709	 	5/8/2014	 	Mobile Management Message Distribution and Active On-Network Determination	Numerex Corp
	US	14/862,701	 	9/23/2015	 	Mobile Management Message Distribution and Active On-Network Determination	Numerex Corp
	US	14/185,209	 	2/20/2014	 	Delivery of Alarm System Event Data and Audio Over Hybrid Network	Numerex Corp
	US	14/185,191	 	2/20/2014	 	Interactive Control of Alarm Systems by Telephone Interface Using an Intermediate Gateway	Numerex Corp
	US	14/332,794	9,183,730	7/16/2014	11/10/2015	Method and System for Mitigating Invasion Risk Associated with Stranger Interactions in a Security System Environment	Numerex Corp


 


 



    	 



    	 



     


	US	14/559,190	 	12/3/2014	 	Method and System for Managing a Location Detector	Numerex Corp
	US	14/525,808	 	10/28/2014	 	Method and System for Generating Geofences for Managing Offender Movement	Numerex Corp
	US	14/534,746	 	11/6/2014	 	Method and System for Energy Managed of an Offender Monitor	Numerex Corp
	US	14/524,232	 	10/27/2014	 	Offender Monitor with Managed Rate of Location Reading	Numerex Corp
	US	14/525,786	 	10/28/2014	 	Offender Monitor with Orientation Based Monitoring	Numerex Corp
	US	14/522,965	 	10/24/2014	 	Method and System for Detecting Alarm System Tampering	Numerex Corp
	US	11/040,636	7,323,970	1/21/2005	1/29/2008	Method and System for Remote Interaction with a Vehicle via Wireless Communication	Numerex Corp
	US	14/789,085	 	7/1/2015	 	Method and System for Locating a Wireless Tracking Device	Numerex Corp
	US	14/789,089	 	7/1/2015	 	Method and System for Locating a Wireless Tracking Device Associated with a Network of Alarm Panels	Numerex Corp
	US	13/081,954	9,119,013	4/7/2011	8/25/2015	Satellite Based Tracking and Data Device with Multi-Function Radio Frequency Interface	Numerex Corp
	US	14/830,536	 	8/19/2015	 	Satellite Based Tracking and Data Device with Multi-Function Radio Frequency Interface	Numerex Corp
	US	13/092,652	 	4/22/2011	 	Analytical Scoring Engine for Remote Device Data	Numerex Corp
	US	13/209,536	8,769,111	8/15/2011	7/1/2014	IP Network Service Redirector Device and Method	Numerex Corp
	US	13/435,231	8,990,915	3/30/2012	3/24/2015	Local Data Applicance for Collecting and Storing Remote Sensor Data	Numerex Corp
	US	13/440,347	 	4/8/2012	 	System and Method for Remotely Distributing Firmware Upgrades to Large Numbers of Distributed Devices	Numerex Corp
	US	13/439,384	 	4/4/2012	 	Secure Document Destruction Bin	Numerex Corp
	US	13/439,199	 	4/4/2012	 	System and Method for Monitoring and Managing Communications of Remote Devices	Numerex Corp
	US	13/435,276	 	3/30/2012	 	System and Method for Performing a Hierarchical Determination of the Location of a Mobile Device	Numerex Corp
	US	13/484,973	9,214,082	5/31/2012	12/15/2015	System and Method for Alarm System Tamper Detection and Reporting	Numerex Corp
	US	13/485,030	 	5/31/2012	 	Wireless SNMP Agent Gateway	Numerex Corp
	US	13/607,955	8,761,795	9/10/2012	6/24/2014	Dynamic Reverse Geofencing	Numerex Corp
	US	14/312,037	 	6/23/2014	 	Dynamic Reverse Geofencing	Numerex Corp


 


 



    	 



    	 



     


	US	13/644,001	8,970,364	10/3/2012	3/3/2015	Method and System for Remote Coupling Security System Control	Numerex Corp
	US	14/635,188	 	3/2/2015	 	Method and System for Remote Coupling Security System Control	Numerex Corp
	US	13/734,352	 9,207,331	1/4/2013	12/8/2015	Using Statistical Analysis to Infer an Accurate GPS Location for Use in Tracking Devices	Numerex Corp
	US	13/796,676	 	3/12/2013	 	System and Method of On-Shelf Inventory Management	Numerex Corp
	US	13/865,601	9,041,527	4/18/2013	5/26/2015	System and Method for Using Alarm System Zones for Remote or Mobile Objects	Numerex Corp
	US	14/721,472	 	5/26/2015	 	System and Method for Using Alarm System Zones for Remote or Mobile Objects	Numerex Corp
	US	14/298,425	 	6/6/2014	 	System and Method for SMS Private Number Routing	Numerex Corp
	US	14/538,569	 	11/11/2014	 	System and Method for Employing Base Stations to Track Mobile Devices	Numerex Corp
	US	14/552,768	 	11/25/2014	 	System and Method for Interfacing 2G Applications with a 3G/4G Cellular Radio Network	Numerex Corp
	US	14/794,586	 	7/8/2015	 	Depletion Mode MOSFET Power Supply	Numerex Corp
	US	14/794,602	 	7/8/2015	 	System and Method for Camera Registration	Numerex Corp
	US	14/830,574	 	8/19/2015	 	Motor Fault Detection System and Method	Numerex Corp
	US	14/872,780	 	10/1/2015	 	Coordination of Gas Pump with Tank Level Sensors for Fraud Detection	Numerex Corp
	US	14/872,997	 	10/1/2015	 	Closed Tank Fill Level Sensor	Numerex Corp
	US	11/804,199	7,680,471	5/17/2007	3/16/2010	System and method for prolonging wireless data product’s life	Numerex Corp
	US	13/750,205	 9,215,578	1/25/2013	12/15/2015	Monitoring Systems and Methods	Omnilink Systems Inc.
	US	12/112,695	8,115,621	4/30/2008	2/14/2012	Device for Tracking the Movement of Individuals or Objects	Omnilink Systems Inc.
	US	11/935,858	8,547,222	11/6/2007	10/1/2013	System and Method of Tracking the Movement of Individuals and Assets	Omnilink Systems Inc.
	US	11/935,833	7,518,500	11/6/2007	4/14/2009	System and Method for Monitoring Alarms and Responding to the Movement of Individuals and Assets	Omnilink Systems Inc.
	US	12/350,678	7,864,047	1/8/2009	1/4/2011	System and Method for Monitoring Alarms and Responding to the Movement of Individuals and Assets	Omnilink Systems Inc.
	US	13/937,941	 	7/9/2013	 	System and Method of Tracking the Movement of Individuals and Assets	Omnilink Systems Inc.
	US	12/794,500	8,489,113	6/4/2010	7/16/2013	Method and System for Tracking, Monitoring and/or Changing Tracking Devices including Wireless Energy Transfer Features	Omnilink Systems Inc.


 


 



    	 



    	 



     


	US	12/639,524	8,831,627	12/16/2009	9/9/2014	System and Method for Tracking Monitoring, Collecting, Reporting and Communicating with the Movement of Individuals	Omnilink Systems Inc.
	US	29/279,448	D578,918	5/1/2007	10/21/2008	Offender Monitor	Omnilink Systems Inc.
	US	13/911,576	 	6/6/2013	 	METHOD AND SYSTEM FOR MANAGING VENDING OPERATIONS BASED ON WIRELESS DATA	Numerex Corp.
	US	13/744,510	 	1/18/2013	 	Security System Alarming and Processing Based on User Location Information	Numerex Corp.
	US	13/573,679	 	10/3/2012	 	Method and system for redundant wireless delivery of fire suppression event data	Numerex Corp.
	US	13/435,253	 	3/30/2012	 	System and Method for Asset Tracking Using Hybrid WAN/PAN Wireless Technologies	Numerex Corp.
	US	10/228,726	 	8/27/2002	 	System and method for detecting and reporting defective telephone lines and alarm events	Numerex Corp.
	US	11/583,417 	 	10/18/2006	 	System and method for graphically displaying information concerning geographically dispersed assets	Numerex Corp.
	US	08/969,146	6,154,648	11/12/1997	11/28/2000	METHODS AND APPARATUS FOR COMMUNICATING DATA VIA A CELLULAR MOBILE RADIOTELEPHONE SYSTEM	Numerex Corp.
	US	09/160,512	6,108,537	9/24/1998	8/22/2000	METHOD AND SYSTEM FOR PERFORMING A PREDETERMINED OPERATION RELATED TO A PREDETERMINED CLASS OF CELLULAR SOURCES	Numerex Corp.
	US	10/591,830 	 	9/6/2006	 	System and Method for Tracking, Monitoring, Collecting, Reporting and Communicating with the Movement of Individuals	Omnilink Systems Inc.


 



    	 



    	 



     


	 	2.	Trademarks


 


	       MARK	COUNTRY	SERIAL NO.	FILING DATE	REG. NO.	REG. DATE	STATUS      CODE	OWNER
	 	United States	77894440	12/16/2009	3906542	1/18/2011	REGISTERED	Numerex Corp
	 	Canada	1463075	12/16/2009	TMA815774	1/19/2012	REGISTERED	Numerex Corp
	 	CTM	8766371	12/17/2009	8766371	6/11/2010	REGISTERED	Numerex Corp
	 	Mexico	1055804	12/18/2009	1146967	3/5/2010	REGISTERED	Numerex Corp
	 	Mexico	1055805	12/18/2009	1150111	3/24/2010	REGISTERED	Numerex Corp


 


 



    	 



    	 



     


	 	Mexico	1055806	12/18/2009	1146300	3/2/2010	REGISTERED	Numerex Corp
	AVIDWIRELESS	United States	85721098	9/5/2012	4378893	8/6/2013	REGISTERED	Numerex Corp
	FASTRACK	United States	78047504	2/9/2001	2858718	6/29/2004	REGISTERED	Numerex Corp
	FASTRACK	Canada	1663293	2/10/2014	 	 	PENDING	Numerex Corp
	FASTRACK	CTM	12579652	2/10/2014	12579652	7/2/2014	REGISTERED	Numerex Corp
	FOCALPOINT	United States	78873454	5/1/2006	3545293	12/9/2008	REGISTERED	Omnilink Systems Inc.
	MYSHIELD	United States	86740980	8/28/2015	 	 	PENDING	Numerex Corp
	NEXTALARM	United States	86187648	2/7/2014	4784209	8/4/2015	REGISTERED	Numerex Corp
	NEXTALARM	Canada	1663294	2/10/2014	 	 	PENDING	Numerex Corp
	NEXTALARM	Mexico	1502622	7/3/2014	 	 	PENDING	Numerex Corp
	NEXTALARM	Mexico	1502627	7/3/2014	 	 	PENDING	Numerex Corp
	NEXTALARM	Mexico	1502631	7/3/2014	 	 	PENDING	Numerex Corp
	NEXTALARM	Mexico	1502632	7/3/2014	 	 	PENDING	Numerex Corp
	NEXTALARM	Mexico	1502635	7/3/2014	 	 	PENDING	Numerex Corp
	NEXTALARM.COM	United States	78885124	5/16/2006	3249281	6/5/2007	REGISTERED	Numerex Corp
	NEXTALARM.COM THE BROADBAND ALARM COMPANY	United States	78929909	7/14/2006	3244717	5/22/2007	REGISTERED	Numerex Corp
	NUMEREX	United States	77710898	4/9/2009	3736251	1/12/2010	REGISTERED	Numerex Corp
	NUMEREX	Canada	1349945	6/1/2007	TMA770553	6/23/2010	REGISTERED	Numerex Corp
	NUMEREX	Canada	1454771	10/8/2009	TMA829144	8/6/2012	REGISTERED	Numerex Corp


 


 



    	 



    	 



     


	NUMEREX	CTM	8605371	10/9/2009	8605371	4/5/2010	REGISTERED	Numerex Corp
	NUMEREX	CTM	5820519	4/10/2007	5820519	7/30/2009	REGISTERED	Numerex Corp
	NUMEREX	Mexico	859369	6/5/2007	1011675	11/16/2007	REGISTERED	Numerex Corp
	NUMEREX	Mexico	859366	6/5/2007	1043373	5/30/2008	REGISTERED	Numerex Corp
	NUMEREX	Mexico	859368	6/5/2007	1104992	6/11/2009	REGISTERED	Numerex Corp
	NUMEREX	Mexico	859367	6/5/2007	1011674	11/16/2007	REGISTERED	Numerex Corp
	NUMEREX	Mexico	1024495	6/5/2007	1024495	2/20/2008	REGISTERED	Numerex Corp
	NUMEREX DNA	United States	77598236	10/22/2008	3796708	6/1/2010	REGISTERED	Numerex Corp
	NUMEREX DNA	Canada	1415685	10/24/2008	TMA783445	11/25/2010	REGISTERED	Numerex Corp
	NUMEREX DNA	CTM	8230054	4/21/2009	8230054	11/13/2009	REGISTERED	Numerex Corp
	NUMEREX DNA	Mexico	1002255	4/21/2009	1131018	11/23/2009	REGISTERED	Numerex Corp
	NUMEREX DNA	Mexico	1006231	5/14/2009	1127160	10/23/2009	REGISTERED	Numerex Corp
	NUMEREX DNA	Mexico	1006232	5/14/2009	1163625	6/14/2010	REGISTERED	Numerex Corp
	NUMEREX SATELLITE FLEX	United States	85385958	8/1/2011	4488845	2/25/2014	REGISTERED	Numerex Corp
	NUMEREX SMART DATA DELIVERED	CTM	12704433	3/18/2014	12704433	8/13/2014	REGISTERED	Numerex Corp
	OMNILINK	United States	78626004	5/9/2005	3156898	10/17/2006	REGISTERED	Omnilink Systems Inc.
	SMART DATA DELIVERED	United States	86112013	11/6/2013	4680617	2/3/2015	REGISTERED	Numerex Corp
	SMART DATA DELIVERED	Canada	1657958	12/27/2013	 	 	PUBLISHED	Numerex Corp
	SMART DATA DELIVERED	Mexico	1446329	1/9/2014	 	 	PENDING	Numerex Corp
	SMART DATA DELIVERED	Mexico	1446330	1/9/2014	 	 	PENDING	Numerex Corp
	SMART DATA DELIVERED	Canada	1661235	1/27/2014	 	 	PUBLISHED	Numerex Corp
	SMART DATA DELIVERED	Mexico	1451208	1/27/2014	 	 	PENDING	Numerex Corp


 


 



    	 



    	 



     


	SMART DATA DELIVERED	Mexico	1451209	1/27/2014	 	 	PENDING	Numerex Corp
	THE BROADBAND ALARM COMPANY	United States	78785181	1/4/2006	3175728	11/21/2006	REGISTERED	Numerex Corp
	UPLINK	United States	78691601	8/12/2005	3279435	8/14/2007	REGISTERED	Uplink Security, LLC
	UPLINK	United States	78106931	2/5/2002	4013326	8/16/2011	REGISTERED	Uplink Security, LLC
	UPLINK	United States	86190829	2/11/2014	4683816	2/10/2015	REGISTERED	Uplink Security, LLC
	UPLINK	Canada	1465547	1/12/2010	TMA839360	1/11/2013	REGISTERED	Uplink Security, LLC
	UPLINK	CTM	5915327	5/18/2007	5915327	3/16/2010	REGISTERED	Uplink Security, LLC
	UPLINK	Mexico	1501264	6/30/2014	 	 	PENDING	Uplink Security, LLC
	UPLINK	Mexico	1501263	6/30/2014	 	 	PENDING	Uplink Security, LLC
	UPLINK	Mexico	1501262	6/30/2014	 	 	PENDING	Uplink Security, LLC
	UPLINK	Mexico	1501260	6/30/2014	 	 	PENDING	Uplink Security, LLC
	NUMEREX INSITE	United States	86345978	7/23/2014	 	 	ABANDONED	Numerex Corp
	ACCELAVIEW	United States	85040167	5/17/2010	3932829	3/15/2011	REGISTERED	Numerex Corp
	ABBRA	United States	78567205	2/14/2005	3076222	4/4/2006	REGISTERED	Numerex Corp
	MACHINES TRUST US	United States	77592395	10/14/2008	3675590	9/1/009	REGISTERED	Numerex Corp
	ALL TERRAIN M2M	United States	77978685	4/2/2008	3782717	4/27/2010	REGISTERED	Numerex Corp
	NUMEREX FAST	United States	77920341	1/26/2010	3906634	1/18/2011	REGISTERED	Numerex Corp
	NUMEREX DNA DEVICE NETWORK APPLICATION	United States	77917829	1/22/2010	3840747	8/31/2010	REGISTERED	Numerex Corp


 


 



    	 



    	 



     


	V-NOTIFY	United States	77084419	1/17/2007	3333730	11/13/2007	REGISTERED	Numerex Corp
	E-NOTIFY	United States	77084414	1/17/2007	3403769	3/25/2008	REGISTERED	Numerex Corp
	ORBITRAX	United States	77004275	9/21/2006	3264104	7/17/2007	REGISTERED	Numerex Corp
	CELLEMETRY	United States	74493789	2/23/1994	2004693	10/1/1996	REGISTERED	Numerex Corp
	DCX	United States	74437904	9/20/1993	1941980	12/19/1995	REGISTERED	Numerex Corp
	DERIVED CHANNEL MULTIPLEX	United States	74437859	9/20/1993	1937727	11/28/1995	REGISTERED	Numerex Corp
	UPLINK REMOTE	United States	86187670	2/7/2014	4677682	1/27/2015	REGISTERED	Uplink Security, LLC
	UPLINK GPS	United States	85818059	1/8/2013	4546091	6/10/2014	REGISTERED	Uplink Security, LLC
	U-TRAC BY UPLINK	United States	77759381	6/15/2009	3826255	7/27/2010	REGISTERED	Uplink Security, LLC


 


	 	3.	Copyrights


 


None.


 


	 	4.	Internet Domains


 


	alzcomfortzone.com
	comfortzonecheckin.com
	lbsdeveloper.com
	lbsdevelopment.com
	lbsgateway.com
	lbsplatform.com
	lbsprofessionalservices.com
	lbsproserve.com
	m2mwirelessdevices.com
	omnilink.com
	omnilinkalert.com


 


 



    	 



    	 



     


	omnilinkalerts.com
	omnilinkfocalpoint.com
	omnilinkfocalpt.com
	omnilinkfpt.com
	omnilinkjs.com
	omnilinkjudicial.com
	omnilinksafereturn.com
	omnilinksafereturns.com
	omnilinksoftware.com
	omnilinksys.com
	omnilinksystems.com
	omnilinkve.com
	omnilinkvirtualearth.com
	tscgateway.com
	tscgateway.net
	universaltracker.com
	virtualearthconsulting.com
	virtualearthdevelopment.com
	virtualearthps.com
	ACCUTRAX.COM
	ACCUTRAX.INFO
	ACCUTRAX.MOBI
	ACCUTRAX.US
	ACCUTRAXLIVE.COM
	ACCUTRAXLIVE.NET
	ACCUTRAXONLINE.NET
	ACCUTRAXWEB.COM
	ACCUTRAXWEB.NET
	FELIX-DATA.COM
	FELIXADMIN.COM
	FELIXCONTROL.COM
	FELIXLITE.COM
	FELIXLITE.NET
	FELIXLIVE.COM
	FELIXLIVE.NET
	FELIXLOGISTICS.COM
	FELIXMANAGER.COM
	FELIXMAPPING.COM
	FELIXMOBILE.COM
	FELIXMOBILE.NET
	FELIXTAV.COM


 


 



    	 



    	 



     


	FELIXTPM.COM
	FELIXTRACKING.COM
	FELIXVIEW.COM
	G-RFID.COM
	G-RFID.INFO
	G-RFID.NET
	G-RFID.ORG
	G-RFID.US
	I-FELIX.COM
	MYACCUTRAX.COM
	MYACCUTRAX.NET
	MYGLOBALTRACKING.COM
	MYGLOBALTRACKING.NET
	SATELLITE-RFID.COM
	SATELLITE-RFID.INFO
	SATELLITE-RFID.NET
	SATELLITE-RFID.ORG
	SATELLITE-RFID.US
	NUMEREXDNA.COM
	NUMEREXFAST.COM
	UBLIP.COM
	I3GCORP.COM
	4GSUNRISE.COM
	accelaview.info
	accelaview.net
	accelaview.us
	accelaviewblog.com
	accelaviewdriver.com
	accelaviewdriver.info
	accelaviewdriver.net
	accelaviewdriver.us
	accelaviewfleet.com
	accelaviewfleet.info
	accelaviewfleet.net
	accelaviewfleet.us
	accelaviewonline.com
	accelaviewshop.com
	accelaviewstore.com
	ACCUTAV.BIZ
	ACCUTAV.COM
	ACCUTAV.INFO


 


 



    	 



    	 



     


	ACCUTAV.MOBI
	ACCUTAV.NET
	ACCUTAV.ORG
	ACCUTAV.US
	ACTIVATEUPLINK.COM
	AIRDESK.NET
	AIRDESKWIRELESS.COM
	ALARMLOGIN.COM
	ALARMLOGIN.NET
	ALARMLOGIN.US
	ASKUPLINK.COM
	CELLEMETRY.COM
	CELLEMETRY.NET
	CELLEMETRY.ORG
	CELLEMETRYAPPS.COM
	CPNFORUM.COM
	DCXSYS.COM
	DIGILOG.COM
	FAST-SCO.COM
	FAST-UPLINK.COM
	FASTRACKFLEET.COM
	FASTRACKMOBILE.COM
	FASTRACKXPRESS.COM
	FTFLEET.COM
	GOUPLINK.NET
	GPRSXPRESS.COM
	M2MEXCHANGE.NET
	M2MEXCHANGE.ORG
	M2MXCHANGE.COM
	M2MXCHANGE.NET
	M2MXCHANGE.ORG
	MBLGPS.COM
	myaccelaview.com
	MYALARM.INFO
	MYMOBILEFASTRACK.COM
	MYMOBILEGUARDIAN.COM
	MYMOBILEGUARDIAN.NET
	MYUPLINKCONNECT.COM
	MYUPLINKGPS.COM
	MYUPLINKINTERACTIVE.COM
	MYUPLINKMOBILE.COM


 


 



    	 



    	 



     


	MYUPLINKREMOTE.COM
	MYUPLINKSECURITY.COM
	MYWIRELESSCONNECTIONS.COM
	MYWIRELESSCONNECTIONS.NET
	NEXTALARM.COM
	NEXTALARM.INFO
	NEXTALARM.NET
	NEXTALARM.ORG
	NEXTALARM.US
	NEXTVIEWCAM.COM
	NMRX.COM
	NMRX.NET
	NMRX.ORG
	NUMEREX-IOT.COM
	NUMEREX.COM
	NUMEREX.NET
	NUMEREX.ORG
	NUMEREXCELLPASS.COM
	NUMEREXCLOUDPASS.COM
	NUMEREXCOMMPASS.COM
	NUMEREXCOMPASS.COM
	NUMEREXCONNECTPASS.COM
	NUMEREXCORP.COM
	NUMEREXCORP.NET
	NUMEREXDATAPASS.COM
	NUMEREXFASTPASS.COM
	NUMEREXFASTRACK.COM
	NUMEREXFLEX.COM
	NUMEREXM2MSOLUTIONS.COM
	NUMEREXMEXICO.COM
	NUMEREXMOBILE.COM
	NUMEREXPASSPORT.COM
	NUMEREXPRESS.COM
	NUMEREXSOLUTIONS.COM
	NUMEREXSOLUTIONS.NET
	NUMEREXVENDING.COM
	NUMEREXVENDING.NET
	NUMEREXWORLDPASS.COM
	ONEHOURSECURITY.COM
	ORBIT-ONE.COM
	PORTABLEM2M.COM


 


 



    	 



    	 



     


	PORTABLEM2M.NET
	PORTABLEM2M.ORG
	POWEREDBYNUMEREX.COM
	REMOTEARM.ME
	SATELLITEFLEX.COM
	SATELLITEHERO.COM
	SMARTDATADELIVERED.BIZ
	SMARTDATADELIVERED.COM
	SMARTDATADELIVERED.INFO
	SMARTDATADELIVERED.MOBI
	SMARTDATADELIVERED.NET
	SMARTDATADELIVERED.ORG
	SMARTDATADELIVERED.US
	U-TARQCARGO.NET
	U-TRAQ.COM
	U-TRAQ.NET
	U-TRAQASSETS.COM
	U-TRAQASSETS.NET
	U-TRAQAUTO.COM
	U-TRAQAUTO.NET
	U-TRAQAUTOPRO.COM
	U-TRAQAUTOPRO.NET
	U-TRAQCARGO.COM
	U-TRAQFLEET.COM
	U-TRAQFLEET.NET
	U-TRAQMINI.COM
	U-TRAQMINI.NET
	U-TRAQMINIC.COM
	U-TRAQMINIC.NET
	U-TRAQPETS.COM
	U-TRAQPETS.NET
	UPLINK.COM
	UPLINK2GIG.COM
	UPLINKBILLING.COM
	UPLINKCONNECT.COM
	UPLINKGPS.COM
	UPLINKINTERACTIVE.COM
	UPLINKREMOTE.COM
	UPLINKSECURITY.COM
	UPLINKTRACKER.COM
	UPLINKTRACKER.NET


 


 



    	 



    	 



     


	UPLINKTRACKING.COM
	UPLINKTRACKING.NET
	UTRAQAUTO.COM
	UTRAQAUTO.NET
	UTRAQCARGO.COM
	UTRAQCARGO.NET
	UTRAQFLEET.COM
	UTRAQFLEET.NET
	UTRAQNOW.COM
	UTRAQNOW.NET
	UTRAQPETS.COM
	UTRAQPETS.NET
	VENDMONITOR.COM
	VENDMONITOR.NET
	VENDVIEW.COM
	VENDVIEW.NET
	VOIP-ALARM.CO
	VOIPALARM.CO
	VOIPALARM.COM
	NMRXALERTS.com


 


	 	5.	IP Licenses


 


Settlement Agreement effective July 16, 2010 by and between Satellite
Tracking of People, LLC and Michelle Enterprises, LLC and Omnilink Systems Inc.


 


Supplemental Settlement Agreement effective May 19, 2014 by and
between Satellite Tracking of People, LLC and Omnilink Systems Inc.


 



    	 



    	 



     


 


 


SCHEDULE 3.18


 


INSURANCE


 


 


	CARRIER	POLICY NUMBER	TYPE	LIMITS	TERM	DEDUCTIBLE/

SIR
	Zurich	CPO 9827127-04	Property	$22,724,480 Blkt. Bus. Personal Prop	10/31/15-16	$50,000 Per Occ.
	 	 	 	    inc. EDP & Equip. Break.	 	$  5,000 Transit
	 	 	 	$25,950,000 Blkt. Bus. Income &	 	 
	 	 	 	    Extra Expense	 	 
	Zurich	CPO 9827127-04	General Liability –	$ 3,000,000 General Aggregate	10/31/15-16	N/A
	 	 	Occurrence	$ 3,000,000 Prod./Completed Ops. Agg	 	 
	 	 	 	$ 3,000,000 Per Occurrence	 	 
	 	 	 	$ 3,000,000 Personal Injury &	 	 
	 	 	 	   Advertising Injury	 	 
	 	 	 	$    300,000 Premises Damage	 	 
	 	 	 	$      10,000 Medical Expense	 	 
	 	 	 	$ 3,000,000 Employee Bene. Each/Agg	 	 
	Zurich	CPO 9827127-04	Automobile	$1,000,000 Hired/Non-owned	10/31/15-16	$  100 Comp.
	 	 	 	Hired Car Physical Damage Included	 	$  500 Collision
	Zurich	WC 9827128-04	Workers Comp. &	Statutory WC	10/31/15-16	N/A
	 	 	Employers Liability	$500k/$500k/$500k Employer Liab.	 	 
	Zurich	AUC583477003	Umbrella	$20,000,000 Per Occurrence	10/31/15-16	NIL
	 	 	 	$20,000,000 General Aggregate	 	 
	 	 	 	$20,000,000 Prod./Complete Ops. Agg.	 	 
	Travelers	ZUP15R3240115NF	Commercial Excess	$20MM XS $20MM	10/31/15-16	NIL
	 	 	 	 	 	 
	Zurich	GLC 9827129-04	Tech Professional	$10,000,000 Each Wrongful Act	10/31/15-16	$100,000 per Act
	 	 	Liability (E&O)	$10,000,000 Total Limit	 	 
	 	 	 	 	 	 
	Zurich	OC5844395	Ocean Marine Cargo	$1,000,000 Per Any One Vessel	10/31/15-16	$1,000 per Shipment
	 	 	 	$1,000,000 Per Any One Aircraft	 	 
	 	 	 	$1,500,000 Domestic Transit	 	 


 


	CARRIER	POLICY NUMBER	TYPE	LIMITS	TERM	DEDUCTIBLE/

SIR
	Zurich	ZE548992304	Foreign Commercial	Foreign GL:	10/31/15-16	N/A
	 	 	Package	$1,000,000 Per Occurrence	 	 
	 	 	 	$1,000,000 Personal & Adv. Injury	 	 
	 	 	 	$2,000,000 Prod./Completed Ops. Agg.	 	 
	 	 	 	$2,000,000 General Aggregate	 	 
	 	 	 	$   100,000 Premises Damage	 	 
	 	 	 	$     10,000 Medical Expense	 	 
	 	 	 	Contingent Automobile:	 	 
	 	 	 	$1,000,000 Each Accident	 	 
	 	 	 	Employers Responsibility:	 	 
	 	 	 	$   100,000 Repatriation Expenses	 	 
	 	 	 	$1MM/$1MM/$1MM Employer Liab.	 	 
	Travelers	105712815	Kidnap & Ransom	$2,000,000 Kidnap & Ransom	10/31/15-16	NIL
	 	 	 	$2,000,000 Extortion & Ransom	 	 
	 	 	 	$2,000,000 Detention & Hijack	 	 
	 	 	 	$2,000,000 In Transit/Delivery	 	 
	Chartis	021993195	Primary Directors &	$10,000,000 Policy Aggregate	10/30/15-16	$           0  Non-Indemn
	 	 	Officers Liability	 	 	$500,000  Securities Claims
	 	 	 	 	 	$250,000  All Other
	 	 	 	 	 	$1MM      M&A
	Travelers	105518089	Excess Directors &	$10,000,000 Policy Aggregate excess of	10/30/15-16	N/A
	 	 	Officers Liability	underlying $10,000,000	 	 
	Chubb	6803-9921	Excess/DIC Directors	$5,000,000 Policy Aggregate excess of	10/30/15-16	N/A
	 	 	& Officers – Side A only	underlying $20,000,000	 	 


 


 



    	 



    	 



     


 


	 	 	 	 	 	 
	CARRIER	POLICY NUMBER	TYPE	LIMITS	TERM	DEDUCTIBLE/

SIR
	Chartis	022020581	Employment	$3,000,000 Policy Aggregate	10/30/15-16	$  50,000 per Claim
	 	 	Practices Liability	 	 	 
	Chartis	022114690	Fiduciary Liability	$1,000,000 Policy Aggregate	10/30/15-16	N/A
	 	 	 	 	 	 
	Hartford	13FA025399915	Crime	$5,000,000 Employee Dishonesty	10/30/15-16	$  25,000  Emp. Dishonesty
	 	 	 	$5,000,000 Client Premises	 	$  25,000  Client Premises
	 	 	 	$1,000,000 Computer/Funds Transfer	 	$           0  Money Order/
	 	 	 	$1,000,000 Forgery & Alterations	 	    Counterfeit Cur.
	 	 	 	$1,000,000 Theft, Disapp. & Destruct.	 	$  10,000  All Other Perils
	 	 	 	$1,000,000 Money Order & Counterfeit	 	 


  


 



    	 



    	 



     


SCHEDULE 3.19


 


VENTURES, SUBSIDIARIES, AND AFFILIATES; OUTSTANDING
STOCK 


 


	Issuer	Type of

Organization	# of Shares

Owned	Total Shares

Outstanding	Owner	Certificate No. 

(if uncertificated, please

indicate so)	Par Value (if

any)
	uBlip, Inc.	Georgia Corp.	1,000	1,000	Numerex Corp.	1	None
	Omnilink Systems Inc.	Delaware Corp	10	10	Numerex Corp.	1	$0.01
	Telemetry Services Corporation	Delaware Corp	100,000	100,000	Omnilink Systems Inc.	1	$0.0001
	Cellemetry LLC	Delaware LLC	100%	N/A	Numerex Corp.	Uncertificated	N/A
	CELLEMETRY SERVICES, LLC	Georgia LLC	100%	N/A	Numerex Corp.	Uncertificated	N/A
	Numerex Government Services LLC	Georgia LLC	100%	N/A	Numerex Corp.	Uncertificated	N/A
	NUMEREX SOLUTIONS, LLC	Delaware LLC	100%	N/A	Numerex Corp.	Uncertificated	N/A
	Orbit One Communications, LLC	Georgia LLC	100%	N/A	Numerex Corp.	Uncertificated	N/A
	DCX Systems Inc.	Pennsylvania Corporation	1,000	1,000	Numerex Corp.	Uncertificated	N/A
	Uplink Security, LLC	Georgia LLC	100%	N/A	Cellemetry LLC	Uncertificated	N/A
	Digilog. Inc.	Pennsylvania Corporation	1,000	1,000	Numerex Corp.	Uncertificated	N/A
	NextAlarm, LLC	Georgia LLC	100%	N/A	Numerex Corp.	Uncertificated	N/A


 


Numerex Corp. also owns 100% of Numerex International
Limited, a UK entity, and DCX Systems Australia PTY Ltd., an Australian Entity. Numerex Corp’s ownership interests in these
entities are uncertificated. Omnilink Systems Inc. also owns 100% of Omnilink Systems Pvt Ltd, an Indian entity that is in the
process of dissolution. Omnilink Systems Inc.’s ownership interest in this subsidiary is uncertificated.


 


 



    	 



    	 



     


 


 


 


Joint Ventures, Partnerships and Affiliations:


 


None.


 


Pre-emptive or other outstanding rights to purchase, options,
warrants or similar rights or agreements:


 


None.




 


 



    	 



    	 



     


SCHEDULE 3.20


 


JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE
OFFICE


 


 


	Legal Name	Jurisdiction of

Organization	Organizational

Identification

Number	Location of Chief Executive

Office or Sole Place of

Business
	Numerex Corp.	PA	2569500	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	Cellemetry LLC	DE	2896495	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	CELLEMETRY SERVICES, LLC	GA	0506174	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	NextAlarm, LLC	GA	12079521	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	Numerex Government Services LLC	GA	09063449	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	NUMEREX SOLUTIONS, LLC	DE	3361359	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	Orbit One Communications, LLC	GA	07061836	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	uBlip, Inc.	GA	2752021	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	Uplink Security, LLC	GA	08096034	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	Omnilink Systems Inc.	DE	3840422	3330 Cumberland Boulevard SE

Atlanta, GA 30339
	Telemetry Services Corporation	DE	4012995	3330 Cumberland Boulevard SE

Atlanta, GA 30339


 



    	 



    	 



     


SCHEDULE 3.21


 


LOCATIONS OF INVENTORY, EQUIPMENT AND BOOKS
AND RECORDS


 


Locations of Inventory and Equipment


 


	3330 Cumberland Boulevard SE

Suite 700

Atlanta, GA 30339	2000 E. 15th Street, Bldg 150

Suite G

Edmond, OK 73013
	8144 Walnut Hill Lane

Suite 310

Dallas, TX 75231	1095 Windward Ridge

Building 300, Ste. 160

Alpharetta, GA 30005
	5900 Windward Parkway #200

Alpharetta, GA 30005	275 S. Main Street, Suite 2CC

Doylestown, PA 18902
	
        Encompass
        Supply Chain Solutions, Inc.

        775 Tipton Industrial Drive, Suite D

        Lawrenceville, GA 30046

        (third party logistics)
	IntegraCore, LLC

7280 Oakley Industrial Boulevard

Fairburn, GA 30213

(third party logistics)
	
        Telegent EMS LLC

        102 Technology Way

        Havana, FL 32333

        (third party manufacturer)
	
        Morey Corp.

        100 Morey Drive

        Woodridge, IL 60517

        (third party manufacturer)

	
        Catcon Products, Inc.

        7709 Sand Street

        Fort Worth, TX 76118

        (third party manufacturer)
	 


 


Location of Books and Records for all entities


 


3330 Cumberland
Boulevard SE

Suite 700

Atlanta, GA 30339


 


 



    	 



    	 



    




 


SCHEDULE 3.22


 


DEPOSIT ACCOUNTS AND OTHER ACCOUNTS


 


 


	Owner	Bank Account Name	Bank Account No.	Bank Name	Use	Use2	Type
	Numerex Corp.	Numerex Corp Op	“Account
    number redacted”	Silicon Valley Bank	Primary bank account	Checking/Lockbox deposit	Bank
	Orbit One Communications, LLC	Orbit One Op	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	Uplink Security, LLC	Uplink Op	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	NUMEREX SOLUTIONS, LLC	Numerex Sol’s Op	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	Cellemetry LLC	Cellemetry Op	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	Numerex Government Services LLC	Numerex GS Op	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	NextAlarm LLC	NextAlarm Op	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	Omnilink Systems Inc.	Analysis Checking	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	Omnilink Systems Inc.	Cash Collateral Account	“Account
    number redacted”	Silicon Valley Bank	Sub account	Checking/Lockbox deposit	Bank
	Numerex Corp.	SVB Cash Sweep Account	“Account
    number redacted”	Silicon Valley Bank	Sub account	Treasury investments	Sweep
	Numerex Corp.	BANK OF MONTREAL, THE(INTERNATIONAL BRANCH)	“Account
    number redacted”	Bank of Montreal	Canadian account	Checking/Lockbox deposit	Bank
	Numerex Corp.	NUMEREX CORPORATION	“Account
    number redacted”	SunTrust	Prior Bank main account	Checking/Lockbox deposit	Bank
	Numerex Corp.	Orbit One Communication	“Account
    number redacted”	SunTrust	Sub account	Checking/Lockbox deposit	Bank
	Numerex Corp.	UPLINK NUMEREX CORPORATION	“Account
    number redacted”	SunTrust	Sub account	Checking/Lockbox deposit	Bank
	Numerex Corp.	Airdesk LLC	“Account
    number redacted”	SunTrust	Sub account	Checking/Lockbox deposit	Bank
	Numerex Corp.	NUMEREX SOLUTIONS	“Account
    number redacted”	SunTrust	Sub account	Checking/Lockbox deposit	Bank
	Numerex Corp.	BROADBAND NETWORKSINC	“Account
    number redacted”	SunTrust	Sub account	Checking/Lockbox deposit	Bank
	Numerex Corp.	GE Lockbox Account	“Account
    number redacted”	SunTrust	Sub account	Checking/Lockbox deposit	Bank


 


 



    	 



    	 



     


SCHEDULE 3.23


 


GOVERNMENT CONTRACTS AND MATERIAL CONTRACTS




Material contracts or agreements with Governmental Authorities:


 


None.


 


Credit Party accounts subject to the Federal Assignment of Claims
Act or any similar state or local law:


 


None.


 


Other Material Contracts:


 


Registration Agreement between Numerex Corp. and Dominion Group
Limited dated July 13, 1994


 


Letter Agreement between Numerex Corp. and
Dominion Group Limited (now Gwynedd) dated October 15, 1994 regarding designation of director


 


Employment Agreement between Numerex Corp. and Marc Zionts dated
August 11, 2015


 


Employment Agreement between Numerex Corp. and Stratton Nicolaides
dated November 4, 2015


 


Transitional 2G M2M Reseller Agreement between
Cellemetry LLC (assigned from Airadigm Communications, Inc.) and AT&T Mobility LLC dated October 1, 2013 and as amended on
November 24, 2015


 


Data Reseller Agreement between Cingular Wireless
II, LLC and Cellemetry LLC effective August 5, 2006 and as amended on January 27, 2014


 


Transfer, Migration and Reseller Service Agreement
between T-Mobile USA, Inc. and Numerex Corp. effective September 30, 2015 and as amended on December 15, 2015


 


Agreement between Smith Thompson Security Systems,
Inc. and Uplink Security, LLC effective September 20, 2013


 


Letter of Guarantee between Smith Thompson
Security Systems, Inc. and Uplink Security, LLC dated September 29, 2011


 


Services Agreement between UTC Fire & Security Americas Corporation,
Inc. and Numerex Solutions, LLC dated March 18, 2015


 


Numerex DNA Agreement between Spireon, Inc.
(formerly ProconGPS, Inc.) and Numerex Solutions, LLC effective June 12, 2009 and as amended on March 1, 2010, August 31, 2011,
September 1, 2012, June 18, 2013, June 30, 2014, and September 30, 2015


 



    	 



    	 



     


SCHEDULE 3.24


 


CUSTOMER AND TRADE RELATIONS


 


We do not expect our customer, Technicolor, to buy the same volume
of hardware this year as in the prior year.


 


The number of active subscriptions by Spireon, Inc. have been decreasing. 


 



    	 



    	 



     


SCHEDULE 3.25


 


BONDING


 


None.


 



    	 



    	 



     


SCHEDULE 3.31


 


SUBORDINATED INDEBTEDNESS AND SUBORDINATED
INDEBTEDNESS DOCUMENTS


 


None.


 



    	 



    	 



     


SCHEDULE 4.2


 


FINANCIAL AND COLLATERAL REPORTING


 


In addition to the other materials and information
required to be provided pursuant to the terms of the Term Loan Agreement, the Credit Parties shall provide to the Term Agent, on
the applicable day specified below, the following documents (each in form and detail as the Term Agent from time to time may reasonably
specify):


 


Monthly Reports. Monthly, the Credit
Parties shall provide to the Term Agent original counterparts of (each in such form as the Term Agent from time to time may specify):


 


	 	1.	Within thirty (30) days of the end of each Fiscal Month, for the immediately preceding Fiscal Month on a consolidated basis:
	 	 	 


	 	a.	Month-end accounts receivable aging schedule;
	 	 	 


	 	b.	Month-end accounts payable aging schedule; and
	 	 	 


	 	c.	Summary of month-end subscribers by product line.


 


Quarterly Reports. Quarterly, the Credit
Parties shall provide to the Term Agent original counterparts of (each in such form as the Term Agent from time to time may specify):


 


	 	1.	Within thirty (30) days of the end of each Fiscal Month that is also the end of a Fiscal Quarter, for the immediately preceding Fiscal Quarter on a consolidated basis:





	 	a.	Summary of internal product line revenue.


 



    	 



    	 



     


SCHEDULE 4.19


 


POST-CLOSING


 


	 	1.	Within sixty (60) days after the Closing Date, the Lead Borrower shall deliver or cause to be delivered evidence to the Term Agent with respect to the dissolution of DCX Systems Inc. and Digilog, Inc., in each case, in form and substance reasonably acceptable to Term Agent.
	 	 	 
	 	2.	On or before March 15, 2016, the Lead Borrower shall deliver or cause to be delivered to the Term Agent, in form and substance reasonably acceptable to the Term Agent, the monthly financial package required under Section 4.1(b) of the Loan Agreement with respect to the Fiscal Month ending January 31, 2016.
	 	 	 
	 	3.	Within twenty (20) Business Days after the Closing Date, the Lead Borrower shall deliver or cause to be delivered to the Term Agent, each in form and substance reasonably acceptable to the Term Agent, the following:


 


	 	a.	Confirmation that filings have been submitted for recording with the United States Patent and Trademark Office to document the transfer of ownership of the following Trademarks from Harvey Alexander Elliot, Bryan Field-Elliot and Daniel Elliot to NextAlarm Monitoring Services, Inc., predating the assignment of such Trademarks to the Lead Borrower on October 1, 2012:


 


	Mark	Serial No.	Reg. No.	Filing

Date	Reg. Date	Owner
	NEXTALARM.COM	78885124	3249281	5/16/2006	6/5/2007	Numerex Corp.
	NEXTALARM.COM THE BROADBAND ALARM COMPANY	78929909	3244717	7/14/2006	5/22/2007	Numerex Corp.
	THE BROADBAND ALARM COMPANY	78785181	3175728	1/4/2006	11/21/2006	Numerex Corp.
	ABBRA	78567205	3076222	2/14/2005	4/4/2006	Numerex Corp.
	V-NOTIFY	77084419	3333730	1/17/2007	11/13/2007	Numerex Corp.


 


	 	b.	Confirmation that filings have been submitted for recording with the United States Patent and Trademark Office to document the transfer of ownership of the following Trademark from NextAlarm International, Inc. to NextAlarm Monitoring Services, Inc.:


 


	Mark	Serial No.	Reg. No.	Filing

Date	Reg. Date	Owner
	E-NOTIFY	77084414	3403769	1/17/2007	3/25/2008	Numerex Corp.


 


 



    	 



    	 



     


 


	 	c.	Confirmation that filings have been submitted for recording with the United States Patent and Trademark Office to document the transfer of ownership of the following Patent from the inventor (Watts) to Numerex Corp.:


 


	Title	App. No.	Filing

Date	Patent

No.	Issue

Date	Owner
	Alarm Sensor Supporting Long-Range Wireless Communication	14/013,637	8/29/2013	9,153,124	10/6/2015	Numerex Corp.


 


	 	d.	Confirmation that the assignment documents correcting the chain of title with respect to the following Patents have been submitted for recording with the United States Patent and Trademark Office:


 


	Title	App. No.	Filing

Date	Patent

No.	Issue

Date	Owner
	Wireless VoIP Network for Security System Monitoring	13/939,460	7/11/2013	9,094,410	7/28/2015	Numerex Corp.
	Wireless VoIP Network for Security System Monitoring	14/050,655	10/10/2013	 	 	Numerex Corp.
	Satellite Based Tracking and Data Device with Multi-Function Radio Frequency Interface	14/830,536	8/19/2015	 	 	Numerex Corp.
	Dynamic Reverse Geofencing	14/312,037	6/23/2014	 	 	Numerex Corp.
	System and Method for Using Alarm System Zones for Remote or Mobile Objects	14/721,472	5/26/2015	 	 	Numerex Corp.
	System and Method for SMS Private Number Routing	14/298,425	6/6/2014	 	 	Numerex Corp.
	System and Method for Interfacing 2G Applications with a 3G/4G Cellular Radio Network	14/552,768	11/25/2014	 	 	Numerex Corp.


 


 



    	 



    	 



     


 


	 	e.	Evidence that a release of assignment of security interest has been submitted for recording with the United States Patent and Trademark Office with respect to the assignment of security interest in favor of Harvey Alexander Elliot, Bryan Field-Elliot and Daniel Elliot recorded with respect to the Patent described below:


 


	Title	App. No.	Filing

Date	Patent

No.	Issue

Date	Owner
	Alarm System Activation Platform	11/517,025	9/7/2006	7,613,278	11/3/2009	Numerex Corp.


 


	 	4.	Within thirty (30) days after the deliveries to the Term Agent described in item 3 above (but in all events within fifty (50) days after the Closing Date), the Lead Borrower shall deliver or cause to be delivered to the Term Agent, each in form and substance reasonably acceptable to the Term Agent, evidence that each of the filings described in items 3(a) through 3(e) above have been duly recorded with the United States Patent and Trademark Office.


 


	 	5.	The Credit Parties shall use commercially reasonable efforts to deliver to the Term Agent within thirty (30) days after the Closing Date, a collateral access agreement executed by the landlord with respect to 1095 Windward Ridge, Building 300, Suite 160, Alpharetta, GA 30005, in form and substance reasonably acceptable to the Term Agent.


 


	 	6.	The Credit Parties shall use commercially reasonable efforts to deliver to the Term Agent within thirty (30) days after the Closing Date, a bailee notice executed by the following bailees, in each case, in form and substance reasonably acceptable to the Term Agent:


 


	 	a.	Encompass Supply Chain Solutions, Inc.


	 	b.	Integracore, LLC


	 	c.	TeligentEMS, LLC


	 	d.	Catcon Products, Inc.


 


	 	7.	Within thirty (30) days after the Closing Date, the Lead Borrower shall deliver or cause to be delivered to the Term Agent, the following insurance endorsements, in each case in form and substance reasonably acceptable to the Term Agent:


	 	a.	Additional Insured (Liability)


	 	b.	Notice of Cancellation (Liability)


	 	c.	Lender’s Loss Payable, with notice of cancellation language (Property).


 


	 	8.	The Credit Parties shall use commercially reasonable efforts to deliver to the Term Agent within thirty (30) days after the Closing Date, a certificate reflecting Term Agent as a lender’s loss payee and lender’s loss payable endorsement, in each case in form and substance reasonably acceptable to the Term Agent, with respect to the Credit Parties’ ocean cargo and crime policies.


 


	 	9.	Within sixty (60) days after the Closing Date, the Lead Borrower shall deliver or cause to be delivered to the Term Agent:


	 	a.	(i) evidence that the Credit Parties’ existing account with Bank of Montreal has been closed, and a new replacement account with Bank of Montreal has been opened, and, in connection, therewith, (ii) a deposit account control agreement, in form and substance reasonably acceptable to the Term Agent, with respect to all deposit accounts of the Credit Parties at Bank of Montreal (other than Excluded Accounts); and


 


 



    	 



    	 



     


 


	 	b.	an amendment to each of the existing deposit account control agreements with Silicon Valley Bank, in form and substance reasonably acceptable to the Term Agent, with respect to all deposit accounts of the Credit Parties at Silicon Valley Bank (other than Excluded Accounts);


 


provided, however,
if the Lead Borrower is unable to deliver the above-referenced deposit account control agreements or amendments, the Lead Borrower
shall, within ninety (90) days after the Closing Date, deliver or cause to be delivered to the Term Agent evidence that: (i) all
of the Credit Parties’ bank accounts at such applicable depository bank(s) have been closed, (ii) all assets in such applicable
account(s) have been transferred to an alternative depository bank, and (iii) such new accounts are subject to a deposit account
control agreement in favor of the Term Agent, in each case, in form and substance reasonably acceptable to the Term Agent.


 


Until the expiration of such ninety
(90) day period, the Credit Parties shall not be required to sweep the funds in any of such accounts on a daily basis into an account
subject to a Control Agreement notwithstanding any provision in the Loan Agreement to the contrary; provided however,
the Credit Parties shall not maintain more than $150,000 in the Bank of Montreal account until such time as the Credit Parties’
obligations under this item 9(a) have been completed.


 


	 	10.	Within thirty (30) days after the Closing Date, the Lead Borrower shall deliver or cause to be delivered to the Term Agent, UCC-3 terminations for the following UCC-1 filings, which were filed against Airadigm Communications, Inc.:


	 	●	1624600


	 	●	1637487


	 	●	1640401


	 	●	02044893


	 	●	010001907017


	 	●	010001907522


	 	●	010009210214


	 	●	020009190827


	 	●	020009191929


	 	●	020009192223


	 	●	020009192627


	 	●	060004857428


	 	●	060006813826


 


 



    	 



    	 



     


SCHEDULE 5.1


 


LIENS


 


None.


 



    	 



    	 



     


SCHEDULE 5.4


 


INVESTMENTS


  


See ownership of non-Credit Party Subsidiaries described on Schedule
3.19. 


 


 



    	 



    	 



     


SCHEDULE 5.5


 


INDEBTEDNESS 


 


Standby Letter of Credit “Account
    number redacted”
issued by Silicon Valley Bank in the amount of $10,000.00 in favor of Verizon Wireless (VAW) LLC with Omnilink Systems Inc. as
the beneficiary thereunder.


 


Standby Letter of Credit “Account
    number redacted”
issued by Silicon Valley Bank in the amount of $200,000.00 in favor of Sprint Spectrum L.P. with Omnilink Systems Inc. as the beneficiary
thereunder.


 


 



    	 



    	 



    




 


SCHEDULE 5.9


 


CONTINGENT OBLIGATIONS


 


None.


 



    	 



    	 



     


SCHEDULE 5.16


 


NEGATIVE PLEDGES


 


None.