Exhibit 10.1


 





Execution
Version




 


 


 


 


 


 


 


 





 



 


$16,000,000


 


Senior
Secured Credit Agreement


 


Dated as of May 24, 2018


 


Among


 


LogicMark,
LLC

as Borrower,


 


The
Lenders Party Hereto,


 


and


 


Sagard
Holdings Manager LP

as Administrative Agent and Collateral Agent


 


 



 


 


 


 


 


 


 


 


 


 




    	 	 	 



     


    

 


Table of Contents


 





	Section	Heading	Page
	 	 	 
	Article I	Definitions and Accounting Terms	1
	 	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Other Interpretive Provisions	31
	Section 1.03.	Accounting Terms	31
	Section 1.04.	Rounding	32
	Section 1.05.	References to Agreements, Laws, Etc.	32
	Section 1.06.	Times of Day	32
	Section 1.07.	Timing of Payment or Performance	32
	 	 	 
	Article II	The Commitments and Credit Extensions	33
	 	 	 
	Section 2.01.	The Term Loan	33
	Section 2.02.	Prepayments	33
	Section 2.03.	Repayment of Loans	36
	Section 2.04.	Interest	36
	Section 2.05.	Fees	37
	Section 2.06.	Computation of Interest and Fees	37
	Section 2.07.	Evidence of Indebtedness	37
	Section 2.08.	Payments Generally	37
	Section 2.09.	Sharing of Payments	39
	Section 2.10.	LIBO Not Determinable, Impracticability or Illegality	39
	Section 2.11.	Removal or Replacement of a Lender	40
	 	 	 
	Article III	Taxes, Increased Costs Protection and Illegality	40
	 	 	 
	Section 3.01.	Taxes	40
	Section 3.02.	Illegality	44
	Section 3.03.	Increased Cost and Reduced Return; Capital Adequacy	45
	Section 3.04.	Matters Applicable to All Requests for Compensation	46
	Section 3.05.	Survival	46
	 	 	 
	Article IV	Conditions Precedent	46
	 	 	 
	Section 4.01.	Conditions to the Closing Date	46
	 	 	 
	Article V	Representations and Warranties	50
	 	 	 
	Section 5.01.	Existence, Qualification and Power; Compliance with Laws	50
	Section 5.02.	Authorization; No Contravention	50
	Section 5.03.	Governmental Authorization; Other Consents	51
	Section 5.04.	Binding Effect	51
	Section 5.05.	Financial Statements; No Material Adverse Effect	51
	Section 5.06.	Litigation	51
	Section 5.07.	Ownership of Property; Liens	51



 






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	Section 5.08.	Perfection of Security Interests	52
	Section 5.09.	Environmental Compliance	52
	Section 5.10.	Taxes	53
	Section 5.11.	Compliance with ERISA	54
	Section 5.12.	Labor Matters	54
	Section 5.13.	Insurance	54
	Section 5.14.	Subsidiaries; Equity Interests	54
	Section 5.15.	Margin Regulations; Investment Company Act; PATRIOT Act	55
	Section 5.16.	Disclosure	55
	Section 5.17.	Intellectual Property	56
	Section 5.18.	Solvency	56
	Section 5.19.	Material Agreements	56
	 	 	 
	Article VI	Affirmative Covenants	56
	 	 	 
	Section 6.01.	Financial Statements	56
	Section 6.02.	Certificates; Reports; Other Information	58
	Section 6.03.	Notice Requirements; Other Information	60
	Section 6.04.	Environmental Matters	62
	Section 6.05.	Maintenance of Existence	63
	Section 6.06.	Maintenance of Properties	64
	Section 6.07.	Maintenance of Insurance	64
	Section 6.08.	Compliance with Laws	64
	Section 6.09.	Books and Records	64
	Section 6.10.	Inspection Rights/Lender Meetings	65
	Section 6.11.	Covenant to Guarantee Obligations and Give Security	65
	Section 6.12.	Use of Proceeds	68
	Section 6.13.	Further Assurances	68
	Section 6.14.	Taxes	69
	Section 6.15.	End of Fiscal Years; Fiscal Quarters	69
	Section 6.16.	ERISA	69
	Section 6.17.	Board Observer Rights	70
	Section 6.18.	Post-Closing Obligations	70
	Section 6.19.	Account Control Agreement	70
	 	 	 
	Article VII	Negative Covenants	70
	 	 	 
	Section 7.01.	Liens	70
	Section 7.02.	Investments	72
	Section 7.03.	Indebtedness	73
	Section 7.04.	Fundamental Changes	74
	Section 7.05.	Dispositions	74
	Section 7.06.	Restricted Payments	75
	Section 7.07.	Change in Nature of Business	76
	Section 7.08.	Transactions with Affiliates	76
	Section 7.09.	Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness and Material Agreements	76



 






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	Section 7.10.	Negative Pledge	77
	Section 7.11.	Amendments to Constitutive Documents	77
	Section 7.12.	Sale Leasebacks	77
	Section 7.13.	Financial Covenants	78
	Section 7.14.	Activities of Parent	79
	Section 7.15.	Accounting Changes	79
	Section 7.16.	OFAC	79
	 	 	 
	Article VIII	Events of Default and Remedies	79
	 	 	 
	Section 8.01.	Events of Default	79
	Section 8.02.	Remedies Upon Event of Default	82
	Section 8.03.	Application of Funds	83
	Section 8.04.	Other Amounts Due	84
	 	 	 
	Article IX	Administrative Agent and Other Agents	84
	 	 	 
	Section 9.01.	Appointment and Authorization of Agents	84
	Section 9.02.	Delegation of Duties	85
	Section 9.03.	Liability of Agents	86
	Section 9.04.	Reliance by Agents	86
	Section 9.05.	Notice of Default	87
	Section 9.06.	Credit Decision; Disclosure of Information by Agents	87
	Section 9.07.	Indemnification of Agents	88
	Section 9.08.	Agents in their Individual Capacities	88
	Section 9.09.	Successor Agents	89
	Section 9.10.	Administrative Agent May File Proofs of Claim	89
	Section 9.11.	Release of Collateral and Guaranty	90
	 	 	 
	Article X	Miscellaneous	91
	 	 	 
	Section 10.01.	Amendments, Etc.	91
	Section 10.02.	Notices and Other Communications	93
	Section 10.03.	No Waiver; Cumulative Remedies	94
	Section 10.04.	Costs and Expenses	95
	Section 10.05.	Indemnification by Borrower	95
	Section 10.06.	Payments Set Aside	96
	Section 10.07.	Successors and Assigns	97
	Section 10.08.	Confidentiality	100
	Section 10.09.	Setoff	101
	Section 10.11.	Integration	101
	Section 10.12.	Survival of Representations and Warranties	102
	Section 10.13.	Severability	102
	Section 10.14.	Governing Law	102
	Section 10.15.	Waiver of Right To Trial By Jury	103
	Section 10.16.	Binding Effect	103
	Section 10.17.	Lender Action	103
	Section 10.18.	PATRIOT Act	103
	Section 10.19.	No Advisory or Fiduciary Responsibility	104
	Section 10.20.	OID Legend	104




 






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 Schedules




 





	Schedule 1	—	Guarantors
	Schedule 2.01(a)	—	Term Loan Commitments
	Schedule 2.01(b)	—	Warrant Shares
	Schedule 5.02	—	Authorizations; No Contravention
	Schedule 5.03	—	Governmental Authorization; Other Consents
	Schedule 5.07(b)	—	Real Property
	Schedule 5.08	—	Collateral Filings and Perfection Matters
	Schedule 5.09	—	Environmental Compliance
	Schedule 5.10	—	Taxes
	Schedule 5.14	—	Subsidiaries and Other Equity Investments
	Schedule 5.17	—	Intellectual Property
	Schedule 5.19	—	Material Agreements
	Schedule 6.18	—	Post-Closing Obligations
	Schedule 7.01	—	Existing Liens
	Schedule 7.02	—	Existing Investments
	Schedule 7.03	—	Surviving Indebtedness
	Schedule 10.02	—	Administrative Agent’s Office, Certain Addresses for Notices




 


 Exhibits




 





	Exhibit A	—	Form of Prepayment Notice
	Exhibit B	—	Form of Note
	Exhibit C-1	—	Form of Monthly Compliance Certificate
	Exhibit C-2	—	Form of Quarterly/Annual Compliance Certificate
	Exhibit D	—	Form of Assignment and Assumption
	Exhibit E	—	Form of Guaranty
	Exhibit F	—	Form of Security Agreement
	Exhibit G	—	Form of Securities Pledge Agreement
	Exhibit H	—	Form of Intellectual Property Security Agreement
	Exhibit I	—	Form of Officer’s Certificate
	Exhibit J	—	Form of Solvency Certificate
	Exhibit K	—	Form of Mortgage
	Exhibit L	—	Form of Warrant Certificate










 




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Senior Secured Credit Agreement


 


This Senior
Secured Credit Agreement (this “Agreement”) is entered into as of May 24, 2018 among LogicMark, LLC,
a Delaware limited liability company (“Borrower”), each financial institution from time to time party hereto
as lender (each, a “Lender” and collectively, the “Lenders”), and Sagard Holdings Manager
LP, as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative
Agent”) and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the
“Collateral Agent”).


 


Recitals


 


Whereas,
capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Article I hereof;


 


Whereas,
Lenders have agreed to extend a Term Loan pursuant to the terms and conditions hereof;


 


Now,
Therefore, in consideration of the premises and the mutual covenants and agreements herein contained and of the Term Loan,
the parties hereto agree as follows:


 


Article I


 


Definitions and Accounting
Terms


 


Section 1.01.Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Accounting
Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or
opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto
or any agency with similar functions).


 


“Administrative
Agent” has the meaning specified in the first paragraph of this Agreement or any successor administrative agent appointed
in accordance with Section 9.09.


 


“Administrative
Agent’s Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02,
or such other address or account as the Administrative Agent may from time to time notify Borrower and the Lenders.


 






    	 	 	 



     


    

 


“Affiliate”
means, in respect of any Person:


 


(a)any Person which,
directly or indirectly, controls, is controlled by or is under common control with such Person; and for the purposes of this definition,
“control” (including, with correlative meanings, the terms “controlled by” or “under common control
with”) means the power to direct or cause the direction of the management and policies of any Person, whether through the
ownership of voting Equity Interests or by contract or otherwise;


 


(b)any Person who beneficially
owns or holds 10% or more of any class of shares (or, in the case of a Person that is not a corporation, 10% or more of the partnership
or other Equity Interests) of such Person; or


 


(c)any Person, 10% or
more of any class of shares (or in the case of a Person that is not a corporation, 10% or more of the partnership or other Equity
Interests) of which is beneficially owned or held by such Person or a Subsidiary of such Person.


 


“Agent-Related
Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, partners,
agents and attorneys-in-fact of such Agents and their Affiliates.


 


“Agents”
means, collectively, the Administrative Agent and the Collateral Agent.


 


“Aggregate
Commitments” means the Term Loan Commitments of all the Lenders as in effect from time to time. As of the Closing Date,
the amount of the Aggregate Commitments is $16,000,000.


 


“Agreement”
has the meaning specified in the introductory paragraph hereto.


 


“Annual Excess
Cash Flow” has the meaning specified in the definition of “Excess ECF Adjustment”.


 


“Applicable
Lending Office” means for any Lender, such Lender’s office, branch or affiliate as notified to the Administrative
Agent and Borrower or as otherwise specified in the Assignment and Assumption pursuant to which such Lender became a party hereto,
any of which offices may, subject to Section 3.01(e) and Section 3.02, be changed by such Lender upon ten (10) days’
prior written notice to the Administrative Agent and Borrower; provided that for the purposes of the definition of “Excluded
Taxes” and Section 3.01, any such change shall be deemed an assignment made pursuant to an Assignment and Assumption.


 


“Approved
Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender,
or (c) an entity or Affiliate of an entity that administers, advises or manages a Lender.


 


“Assignment
and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.


 


“Attorney
Costs” means and includes all reasonable and documented fees, out-of-pocket expenses and actual disbursements of any
law firm or, other than with respect to the fees and expenses set forth in Section 10.04(a) and (b), other external legal counsel.


 






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“Attributable
Indebtedness” means, at any date, (a) in respect of any Capital Lease Obligation (other than a lease resulting from
a Sale Leaseback) of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized or principal
amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP if such lease or other agreement were accounted for as a Capital Lease, (c) in respect
of any Sale Leaseback, the lesser of (i) the present value, discounted in accordance with GAAP at the interest rate implicit
in the related lease, of the obligations of the lessee for net rental payments over the remaining term of such lease (including
any period for which such lease has been extended or may, at the option of the lessor be extended) and (ii) the fair market
value of the assets subject to such transaction, and (d) all Synthetic Debt of such Person.


 


“Audited Financial
Statements” means the audited financial statements described in Section 4.01(e)(i).


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or
any successor statute.


 


“Board”
has the meaning specified in Section 6.17.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to
close under the Laws of, or are in fact closed in, the State of New York; provided, however, that when used in connection
with determining the LIBO Rate, the term “Business Day” shall exclude any day on which banks are not open for dealings
in dollar deposits in the London interbank market.


 


“Capital Expenditures”
means, for any period and with respect to any Person, any and all expenditures made by such Person or any of its Subsidiaries in
such period for assets added to or reflected in its property, plant and equipment accounts or other similar capital asset accounts
or comparable items or any other capital expenditures that are, or should be, set forth as “additions to plant, property
and equipment” on the consolidated financial statements of such Person and its Subsidiaries prepared in accordance with GAAP,
whether such asset is purchased for cash or financed as an account payable or by the incurrence of Indebtedness, accrued as a liability
or otherwise.


 


“Capital Lease”
means, with respect to any Person, any leasing or similar arrangement conveying the right to use any property, whether real
or personal property, or a combination thereof, by that Person as lessee that, in conformity with GAAP, is required to be accounted
for as a capital lease on the balance sheet of such Person.


 






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“Capital Lease
Obligation” means, with respect to any Person, all monetary or financial obligations of such Person and its Subsidiaries
under any Capital Leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with
GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior
to the first date on which such lease may be terminated by the lessee without payment of a penalty; provided that any obligations
that were not required to be included on the balance sheet of such Person as capital lease obligations when incurred but are subsequently
re-characterized as capital lease obligations due to a change in accounting rules after the Closing Date shall for all purposes
hereunder not be treated as a Capital Lease Obligation.


 


“Cash Equivalents”
means any of the following, to the extent owned by the Loan Parties free and clear of all Liens other than Liens created under
the Collateral Documents and having a maturity of not greater than 365 days from the date of acquisition thereof: (a) readily
marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally
guaranteed by the full faith and credit of the Government of the United States, (b) insured certificates of deposit of or
time deposits with any domestic commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations
of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty
(30) days, with respect to securities issued or fully guaranteed or insured by the Government of the United States, (d) securities
with maturities of 365 days or less from the date of acquisition that are issued or fully guaranteed by any state, district
or territory of the United States, by any political subdivision or taxing authority of any such state, district or territory or
by any foreign government, the securities of which state, district or territory, taxing authority or foreign government (as the
case may be) are rated at least A by S&P or A by Moody’s, (e) securities with maturities of six (6) months or less
from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b)
of this definition, (f) money market mutual or similar funds that invest substantially all of their assets in one or more
type of securities satisfying the requirements of clauses (a) through (e) of this definition, or (g) Investments, classified
in accordance with GAAP as Current Assets of the Loan Parties, in money market investment programs registered under the Investment
Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000, and
the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a)
and (b) of this definition.


 


“Casualty
Event” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property
or improvements.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.


 


“CERCLIS”
means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental
Protection Agency.


 


“CFC”
means an entity that is a controlled foreign corporation within the meaning of Section 957 of the Code and with respect
to which any Loan Party is a “United States shareholder,” within the meaning of Section 951(b) of the Code.


 


“CFC Pledge
Restrictions” has the meaning specified in Section 6.11(h).


 






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


 


“Change of
Control” means (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange
Act) (i) shall have acquired beneficial ownership of 51% or more on a fully diluted basis of the voting and/or economic interest
in the Equity Interests of Parent or (ii) shall have obtained the power (whether or not exercised) to elect a majority of
the members of the board of directors (or similar governing body) of Parent; (b) the majority of the seats (other than vacant
seats) on the board of directors (or similar governing body) of Parent cease to be occupied by Persons who either (i) were
members of the board of directors of Parent on the Closing Date, or (ii) were nominated for election by the board of directors
of Parent, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved
by a majority of such directors; or (c) Parent shall cease to own 100% of the voting and economic Equity Interests of its Subsidiaries.


 


“Closing Date”
means the date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
means all the “Collateral” as defined in any Collateral Document and all other property or assets that are required
under the terms of the Loan Documents to be subject to Liens in favor of the Administrative Agent and/or the Collateral Agent for
the benefit of the Secured Parties and shall include the Mortgaged Properties, if any.


 


“Collateral
Agent” has the meaning specified in the first paragraph of this Agreement or any successor collateral agent appointed
in accordance with Section 9.09.


 


“Collateral
and Guarantee Requirement” means, at any time, the requirement that:


 


(a)the Collateral Agent
shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01 or pursuant
to Section 6.11 or Section 6.13 at such time, in each case duly executed by each Loan Party party thereto;


 






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(b)all Obligations shall
have been unconditionally guaranteed (the “Guarantees”) jointly and severally on a senior basis by each Subsidiary
of Parent (other than Borrower) and Borrower and their respective Subsidiaries, (other than any Subsidiary that is treated as an
entity disregarded from its owner for U.S. federal income tax purposes and is Wholly-owned by a CFC, subject to Section 6.11(h)),
including, as of the Closing Date, those that are listed on Schedule 1 hereto (each, a “Guarantor”);


 


(c)the Obligations and
the Guarantees shall have been secured by a first priority security interest in (i) all the Equity Interests of the Loan Parties
(other than Parent and any Subsidiary that is treated as an entity disregarded from its owner for U.S. federal income tax purposes
and is Wholly-owned by a CFC); provided that any Equity Interests constituting “stock entitled to vote” within
the meaning of Treasury Regulations Section 1.956-2(c)(2) shall be treated as voting Equity Interests for purposes of this
clause (c), (ii) 65% of the issued and outstanding voting Equity Interests and 100% of the non-voting Equity Interests of
each Subsidiary that is treated as a CFC for U.S. federal income tax purposes and that is directly held by the Loan Parties (other
than another CFC) and (iii) all of the Equity Interests of any Subsidiary that is a Foreign Subsidiary (other than a CFC)
that is directly held by the Loan Parties (other than any Subsidiary that is a CFC or that is treated as an entity disregarded
from its owner for U.S. federal income tax purposes and is Wholly-owned by a CFC), and, in the case of each of clauses (i),
(ii) and (iii) above, the Collateral Agent shall have received all certificates or other instruments (if any) representing such
Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;


 


(d)the Obligations and
the Guarantees shall have been secured by a first-priority security interest in all Indebtedness of any Loan Party that is owing
to any other Loan Party, which shall be evidenced by a promissory note or an instrument and shall have been pledged pursuant to
the applicable Collateral Document, and the Collateral Agent shall have received all such promissory notes or certificated instruments,
together with note powers or other instruments of transfer with respect thereto endorsed in blank;


 


(e)except to the extent
otherwise provided hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a
perfected first priority security interest (subject to Liens permitted under Section 7.01) in, and mortgages on, substantially
all tangible and intangible assets of the Loan Parties (including but not limited to accounts receivable, deposit accounts, inventory,
machinery and equipment, investment property, cash, Intellectual Property, other general intangibles, owned real property, intercompany
Indebtedness and proceeds of the foregoing); provided, however, that (v) no security interest in fee-owned real property
other than Material Owned Property shall be required, (w) no security interest in motor vehicles and other assets subject to certificates
of title shall be required, (x) subject to Section 6.13, no security interests (including in respect of interests in
partnerships, joint ventures and other non-Wholly-owned entities) to the extent (and for the duration) that the granting of a security
interest in such asset would be prohibited by applicable law or agreements containing enforceable anti-assignment clauses not overridden
by the Uniform Commercial Code or other applicable law shall be required, (y) any security interest in Intellectual Property
shall exclude any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant
of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
federal law and (z) no security interest in property created or incurred pursuant to Section 7.01(h) subject to Capital
Lease or purchase money financing permitted under Section 7.03(c) to the extent (and for the duration) that the granting of
a security interest in such asset would be prohibited under the agreement evidencing or otherwise governing the related Indebtedness
and not overridden by the Uniform Commercial Code or other applicable law (the assets described in the foregoing clauses (v)
through (z), collectively, “Excluded Property”).


 






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(f)none of the Collateral
shall be subject to any Liens other than Liens permitted by Section 7.01; and


 


(g)the Administrative
Agent shall have received the Mortgages with respect to each Material Owned Property required to be delivered pursuant to this
Collateral and Guarantee Requirement or Section 6.11 at such time as set forth therein (the “Mortgaged Properties”),
together with:


 


(i)evidence that counterparts
of the Mortgages with respect to the Mortgaged Properties have been duly executed, acknowledged and delivered and are in form suitable
for filing or recording in all filing or recording offices as necessary to create a valid first and subsisting Lien on the property
described therein in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Liens of the nature
referred to in Section 5.07(b)) along with evidence reasonably satisfactory to the Administrative Agent that all filing and
recording taxes and fees payable with respect to the Mortgages have been paid or received by the issuer of the Mortgage Policies
(or, in the event that the Administrative Agent waives a Mortgage Policy for any Mortgaged Property, an escrow agent reasonably
satisfactory to the Administrative Agent);


 


(ii)fully paid American
Land Title Association Lender’s Extended Coverage (or other reasonably satisfactory coverage if such coverage is not available
in the applicable jurisdiction) title insurance policies (the “Mortgage Policies”) in form and substance reasonably
satisfactory to the Administrative Agent, together with such endorsements that are reasonably required by the Administrative Agent
and which lenders typically receive in the jurisdiction where the Mortgaged Property is located, in an amount reasonably acceptable
to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent and insuring the Mortgages
to be valid first and subsisting Liens on the real property described therein, in a customary form in the jurisdiction where the
Mortgaged Property is located free and clear of all Liens (including, but not limited to, mechanics’ and materialmen’s
Liens) and encumbrances (provided that if a survey is not available pursuant to paragraph (iii) below, such Mortgage
Policies may include the standard survey exception and the Administrative Agent shall not require any endorsement that will require
delivery of a survey), except Liens of the nature referred to in Section 5.07(b);


 






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(iii)American Land Title
Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been
paid, dated no more than ninety (90) days before the date of delivery of such surveys (or such date as the Administrative
Agent agrees in its reasonable discretion), certified to the Administrative Agent and the issuer of the Mortgage Policies in a
manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which
the real property described in such surveys is located, showing no material defects except Liens of the nature referred to in Section 5.07(b)
and otherwise reasonably acceptable to the Administrative Agent;


 


(iv)satisfactory evidence
of insurance required to be maintained pursuant to Section 6.07, or otherwise required by the terms of the Mortgages, in respect
of Mortgaged Properties;


 


(v)favorable opinions of
local counsel for the Loan Parties (i) in states in which the Mortgaged Properties are located, with respect to the enforceability
and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative
Agent and (ii) in states in which the Loan Parties to the Mortgages are organized or formed, with respect to the valid existence,
corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance reasonably satisfactory
to the Administrative Agent;


 


(vi)(A) evidence as
to whether each Material Owned Property is in an area designated by the Federal Emergency Management Agency as having special flood
or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered
and received by the Collateral Agent, and (B) if such Material Owned Property is a Flood Hazard Property, (1) evidence
as to whether the community in which such Material Owned Property is located is participating in the National Flood Insurance Program,
(2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Collateral Agent
as to the fact that such Material Owned Property is a Flood Hazard Property and as to whether the community in which each such
Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of the applicable
Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood
insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent and naming the Collateral
Agent as sole loss payee on behalf of the Secured Parties; and


 






    	 	-8-	 



     


    

 


(vii)such consents and
agreements of other third parties, such estoppel letters and other confirmations, and such other actions that, in each case, the
Administrative Agent and the Collateral Agent may reasonably deem necessary in order to create valid and subsisting Liens on the
property described in the Mortgages shall have been delivered or taken, in each case to the extent the same can be obtained or
taken with the use of commercially reasonable efforts.


 


The foregoing definition
shall not require the creation or perfection of pledges of or security interests in, or the delivery of particular documents with
respect to, particular assets if and for so long as the Administrative Agent and Borrower mutually agree in their reasonable discretion
that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys
in respect of such assets shall be excessive in relation to the benefits to be obtained by the Lenders therefrom.


 


The Administrative
Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance and surveys
with respect to particular assets (including extensions beyond the time as set forth therein for the perfection of security interests
in the assets of the Loan Parties on such date) where it reasonably determines, in its discretion, that perfection cannot be accomplished
without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral
Documents.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Securities Pledge Agreement, the Intellectual Property Security
Agreement, the Mortgages, the ECF Lockbox Control Agreement, any collateral assignments, any security agreements, pledge agreements
or other similar agreements, or any supplements to any of the foregoing, delivered to the Collateral Agent and the Lenders pursuant
to the Collateral and Guarantee Requirement, Section 4.01(c) and (d), Section 6.11, or Section 6.13, the Guaranty
and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the
Collateral Agent for the benefit of the Secured Parties.


 


“Collateral
Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to
the personal or mixed property of each Loan Party.


 


“Committee”
has the meaning specified in Section 6.17.


 


“Communications”
has the meaning specified in Section 10.02(e).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C-1 or Exhibit C-2, as applicable.


 


“Consolidated
Adjusted EBITDA” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis
equal to (a)  the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, plus (ii) Consolidated
Interest Expense, plus (iii) provisions for taxes based on income, plus (iv) total depreciation expense, plus (v) total
amortization expense, plus (vi) other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to
the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid
cash item that was paid in a prior period), minus (b) the sum, without duplication of the amounts for such period of (i) other
non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents
the reversal of an accrual or reserve for potential cash item in any prior period), plus (ii) interest income, plus (iii) other
income; provided that for the purpose of testing the financial covenants set forth in Section 7.13, Consolidated Adjusted
EBITDA for the Fiscal Quarter ending on (A) September 30, 2017 shall be equal to $1,132,359, (B) December 31, 2017 shall be equal
to $1,962,717, and (C) March 31, 2018 shall be equal to $1,879,105.


 






    	 	-9-	 



     


    

 


“Consolidated
Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during
such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property
and equipment or which should otherwise be capitalized” or similar items reflected in the consolidated statement of cash
flows of Borrower and its Subsidiaries.


 


“Consolidated
Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for Borrower and its Subsidiaries
on a consolidated basis equal to (a) Consolidated Interest Expense, (b) scheduled payments of principal on Consolidated
Total Debt, (c) Consolidated Capital Expenditures (other than Consolidated Capital Expenditures made with proceeds of Investments
made by Parent in Borrower and Borrower’s Subsidiaries (if any)), and (d) the current portion of taxes provided for
with respect to such period in accordance with GAAP.


 


“Consolidated
Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases
in accordance with GAAP and capitalized interest) of Borrower and its Subsidiaries on a consolidated basis with respect to all
outstanding Consolidated Total Debt, including all commissions, discounts and other fees and charges owed with respect to letters
of credit and net costs under Swap Contracts.


 


“Consolidated
Net Income” means, for any period, (a) the net income (or loss) of Borrower and its Subsidiaries on a consolidated
basis for such period taken as a single accounting period determined in conformity with GAAP, minus (b) the sum of (i) the
income (or loss) of any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its
Subsidiaries) has a joint interest, plus (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
of Borrower or is merged into or consolidated with any of Borrower’s Subsidiaries or that Person’s assets are acquired
by Borrower or any of Borrower’s Subsidiaries, plus (iii) the income of any Subsidiary of Borrower to the extent that
the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted
by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary, plus (iv) any gains or losses attributable to Dispositions, plus (v) (to the extent not
included in clauses (i) through (v) above) any net extraordinary gains or net extraordinary losses.


 


“Consolidated
Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of
Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.


 






    	 	-10-	 



     


    

 


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


 


“Credit Extension”
means a borrowing consisting of the Term Loan made by the Lenders pursuant to Section 2.01.


 


“Cumulative
Monthly Excess Cash Flow” has the meaning specified in the definition of “Excess ECF Adjustment”.


 


“Cumulative
Quarterly Excess Cash Flow” has the meaning specified in the definition of “Excess ECF Adjustment”.


 


“Current Assets”
means, at any date, all assets of Borrower which under GAAP would be classified as current assets (excluding any cash or Cash Equivalents).


 


“Current Liabilities”
means, at any date, all liabilities of Borrower which under GAAP would be classified as current liabilities, other than current
maturities of long term Indebtedness which is not then in default or otherwise due and payable.


 


“Debt Equivalents”
means, in respect of any Person, (a) any Equity Interest of such Person which by its terms (or by the terms of any security
for which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event or otherwise (including
an event which would constitute a Change of Control), (i) matures or is mandatorily redeemable or subject to any mandatory
repurchase requirement, pursuant to a sinking fund or otherwise, (ii) is convertible into or exchangeable for Indebtedness
or Debt Equivalents, or (iii) is redeemable or subject to any repurchase requirement arising at the option of the holder thereof,
in whole or in part, on or prior to the date that is ninety-one (91) days following the Maturity Date, (b) if such Person
is a Subsidiary of Parent, any preferred stock of such Person which by its terms is mandatorily redeemable or redeemable at the
option of the holder prior to the date which is ninety-one (91) days following the Maturity Date and (c) any Disqualified
Equity Interests of such Person.


 


“Debt Service”
means, for any period, cash interest expense of Borrower for such period plus scheduled principal amortization of all Indebtedness
of Borrower for such period.


 


“Debtor Relief
Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, fraudulent transfer, reorganization, or similar debtor relief Laws
of the United States or any similar foreign, federal or state law for the relief of debtors from time to time in effect and affecting
the rights of creditors generally.


 


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


 






    	 	-11-	 



     


    

 


“Default Rate”
means an interest rate equal to the interest rate otherwise applicable to the Term Loan plus 2.0% per annum.


 


“Deposit Account”
means any deposit account (as such term is defined in the UCC as adopted and in effect in the State of New York), including
without limitation, a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or
like organization, other than an account evidenced by a negotiable certificate of deposit.


 


“Disposition”
or “Dispose” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment,
conveyance, transfer, license or other disposition to, or any exchange of property with, any Person (other than to or with a Loan
Party), in one transaction or a series of transactions, of all or any part of any Loan Party’s businesses, assets or properties
of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including,
without limitation, the Equity Interests of any Loan Party. For purposes of clarification, “Disposition” shall include
(x) the sale or other disposition for value of any contracts or (y) the early termination or modification of any contract
resulting in the receipt by any Loan Party of a cash payment or other consideration in exchange for such event (other than payments
in the ordinary course for accrued and unpaid amounts due through the date of termination or modification).


 


“Disqualified
Equity Interests” means, with respect to any Person, any Equity Interest of such Person which, by its terms, or by the
terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable, or upon the happening
of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant
to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full
of the Term Loan and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof
(other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends
in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute
Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided
that, if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Loan Party or by any such plan
to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required
to be repurchased by any Loan Party in order to satisfy applicable statutory or regulatory obligations.


 


“Dollars”
means lawful money of the United States.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District
of Columbia.


 


“ECF Lockbox
Account” means the Deposit Account at Bank of America, in the name of the Borrower, with account number 4451288163, and
subject to the ECF Lockbox Control Agreement.


 


“ECF Lockbox
Control Agreement” means a control agreement that grants exclusive control of the ECF Lockbox Account to the Collateral
Agent.


 






    	 	-12-	 



     


    

 


“ECF Percentage”
means (a) for the period commencing on the Closing Date through and including the first anniversary of the Closing Date, 40% and
(b) for all times thereafter, 50%.


 


“ECF Prepayment
Election Period” means the period commencing on the date that the Administrative Agent receives the Compliance Certificate
pursuant to Section 6.01(d) calculating Monthly Excess Cash Flow through and including the date that is the last day of the twelve-months
thereafter.


 


“Eligible
Assignee” means (a) any Lender, (b) any Approved Fund of any Lender, (c) any Affiliate of any Lender and (d) any other
Person that is a commercial bank, insurance company, finance company, financial institution, any fund that invests in loans or
any other “accredited investor” (as defined in Regulation D of the Securities Act); provided that in any event,
“Eligible Assignee” shall not include (i) any natural person or (ii) any Loan Party or any of their respective Subsidiaries
or Affiliates.


 


“Environmental
Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, proceeding, consent order or consent agreement relating to any Environmental Law, any Environmental Permit
or Hazardous Material or arising from alleged injury or threat to health and safety as it relates to any Hazardous Material or
the environment, including, without limitation, (a) by any Governmental Authority for enforcement, cleanup, removal, response,
remedial or other actions or damages relating to Releases of Hazardous Materials or actual or alleged violations of Environmental
Laws and (b) by any Governmental Authority or third party for damages, contribution, indemnification, cost recovery, compensation
or injunctive relief.


 


“Environmental
Laws” means any and all federal, provincial, local and foreign statutes, laws, regulations, ordinances, rules, decrees
or other governmental restrictions of legal effect relating to the environment, to the release of any Hazardous Materials into
the environment or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials but only to the extent such Environmental Laws are legally applicable to any Loan Party pursuant to any Environmental
Law.


 


“Environmental
Liability” means, in respect of any Person, any and all legal obligations and liabilities under Environmental Laws for
any Release caused by such Person or which is discovered or uncovered during the ownership or control of any real property by such
Person and which adversely impacts any Person, property or the environment whether or not caused by a breach of applicable laws
(including Environmental Laws).


 


“Environmental
Permit” means any permit, approval, hazardous waste identification number, license or other authorization issued by or
submitted to a Governmental Authority required under any Environmental Law.


 






    	 	-13-	 



     


    

 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time and Treasury regulations promulgated
and rulings issued thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is under common control with any Loan Party and is treated as
a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate
from a Pension 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) or a cessation of operations at any facility of any Loan Party or ERISA Affiliate as described
in Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer
Plan, notification of any Loan Party or ERISA Affiliate concerning the imposition of withdrawal liability or notification that
a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA (or that is in endangered
or critical status, within the meaning of Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the
treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings
by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007
of ERISA, upon any Loan Party or any ERISA Affiliate; (g) a determination that any Pension Plan is, or is expected to be,
in “at-risk” status (within the meaning of Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);
or (h) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any
Pension Plan.


 


“Event of
Default” has the meaning specified in Section 8.01.


 


“Excess Cash
Flow” means, for the most recently completed Test Period, Consolidated Adjusted EBITDA for such period, minus, without
duplication:


 


(a)Debt Service for such
period;


 


(b)permanent repayments
of Indebtedness (so long as not already reflected in Debt Service) made with cash by Borrower during such period (it being understood
that the foregoing deductions shall not duplicate deductions from Excess Cash Flow taken pursuant to Section 2.02(b)(i));


 






    	 	-14-	 



     


    

 


(c)Consolidated Capital
Expenditures (other than Consolidated Capital Expenditures made with proceeds of Investments made by Parent in Borrower and Borrower’s
Subsidiaries (if any));


 


(d)income and franchise
taxes of Borrower that were paid in cash during such period or will be paid within six (6) months after the end of such period
and for which reserves have been established; and


 


(e)the absolute value
of the difference, if negative, of the amount of Net Working Capital at the end of the prior Test Period in excess of the amount
of Net Working Capital at the end of such period;


 


provided that any amount deducted
pursuant to any of the foregoing clauses that will be paid after the close of such period shall not be deducted again in a subsequent
period;


 


plus, without
duplication, the difference, if positive, of the amount of Net Working Capital at the end of the prior Test Period in excess of
the amount of Net Working Capital at the end of such period.


 


“Excess ECF
Adjustment” means (a) with respect to calculation of Excess Cash Flow contained in the Compliance Certificate delivered
with the quarterly financial statements pursuant to Section 6.01(b), to the extent that Excess Cash Flow set forth in such Compliance
Certificate (the “Quarterly Excess Cash Flow”) is greater than the sum of all of the Monthly Excess Cash Flow
calculations for the three month period during such Fiscal Quarter (the “Cumulative Monthly Excess Cash Flow”),
the amount equal to the difference of the Quarterly Excess Cash Flow minus the Cumulative Monthly Excess Cash Flow and (b) with
respect to calculation of Excess Cash Flow contained in the Compliance Certificate delivered with the annual financial statements
pursuant to Section 6.01(c), to the extent that Excess Cash Flow set forth in such Compliance Certificate (the “Annual
Excess Cash Flow”) is greater than the sum of all of the Quarterly Excess Cash Flow calculations for the four Fiscal
Quarter period during such Fiscal Year (the “Cumulative Quarterly Excess Cash Flow”), the amount equal to the
difference of the Annual Excess Cash Flow minus the Cumulative Quarterly Excess Cash Flow.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


“Excluded
Property” has the meaning specified in the definition of “Collateral and Guarantee Requirement.”


 






    	 	-15-	 



     


    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated and whether or not arising
out of this Agreement), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient
being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office
located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,
(b) in the case of a Foreign Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such
Lender with respect to an applicable interest in the Term Loan or Term Loan Commitment pursuant to a law in effect on the date
on which (i) such Lender acquires such interest in the Term Loan or Term Loan Commitment or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were
payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g)
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Exworks Facility”
means that certain Loan and Security Agreement, dated as of July 25, 2016, by and among Parent, as borrower, Exworks Capital Fund
I, L.P. (“Exworks”), as agent and the other lenders party thereto.


 


“Facility”
means the facility provided under this Agreement.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable), any current or future regulations or official interpretations thereof and any agreements entered into
pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank
on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative
Agent.


 


“Financial
Officer Certification” means, with respect to the financial statements for which such certification is required, the
certification of the chief financial officer of Parent that such financial statements fairly present, in all material respects,
the financial condition of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their
cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.


 


“Financial
Plan” has the meaning specified in Section 6.01(f).


 


“Fiscal Quarter”
means a fiscal quarter of any Fiscal Year.


 


“Fiscal Year”
means the fiscal year of the Loan Parties, as applicable, ending on December 31 of each calendar year.


 






    	 	-16-	 



     


    

 


“Fit Pay”
means Fit Pay, Inc., a Delaware corporation.


 


“Fit Pay Earnout”
means the cumulative amount of those certain “Earnout Payments”, as such term is defined in the Fit Pay Merger Agreement.


 


“Fit Pay Merger
Agreement” means that certain Agreement and Plan of Merger, dated as of May 19, 2017, by and among Parent, Fit Pay, Fit
Merger Sub, Inc., Michael Orlando, Giesecke & Devrient Mobile Security America, Inc., the other stockholders of Fit Pay, and
Michael Orlando as the “Shareholder Representative” representing the other stockholders.


 


“Fixed Charge
Coverage Ratio” means the ratio as of the last day of (a) the first Fiscal Quarter ending after the Closing Date
of (i) Consolidated Adjusted EBITDA for such Fiscal Quarter, to (ii) Consolidated Fixed Charges for such Fiscal Quarter,
(b) the second Fiscal Quarter ending after the Closing Date of (i) Consolidated Adjusted EBITDA for the two Fiscal Quarters
period ending on such date, to (ii) Consolidated Fixed Charges for such two Fiscal Quarters, (c) the third Fiscal Quarter
period ending after the Closing Date of (i) Consolidated Adjusted EBITDA for the three Fiscal Quarter period ending on such
date, to (ii) Consolidated Fixed Charges for such three Fiscal Quarter period, and (d) any other Fiscal Quarter of (i) Consolidated
Adjusted EBITDA for the four-Fiscal Quarter period then ending, to (ii) Consolidated Fixed Charges for such four-Fiscal Quarter
period.


 


“Flood Hazard
Property” has the meaning specified in clause (g)(vi) of the definition of “Collateral and Guarantee
Requirement.”


 


“Foreign Lender”
means (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if Borrower is not a U.S. Person, a Lender
that is a resident or organized under the laws of a jurisdiction other than that in which Borrower is a resident for tax purposes.


 


“Foreign Subsidiary”
shall mean any Subsidiary that is not a Domestic Subsidiary.


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States.


 


“Fund”
means any Person (other than an individual) that 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 its business.


 


“GAAP”
means United States generally accepted accounting principles in effect as of the date of determination thereof.


 


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


 


“Governmental
Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification,
exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration
with, any Governmental Authority.


 






    	 	-17-	 



     


    

 


“Granting
Lender” has the meaning specified in Section 10.07(g).


 


“Guarantee”
has the meaning specified in the definition of “Collateral and Guarantee Requirement” and shall be substantially in
the form of Exhibit E.


 


“Guarantee
Obligations” means, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended
to guarantee any Indebtedness or other payment obligations (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the
direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the obligation
to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an agreement
or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of
any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such
primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect
thereof. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made (or, if less, the maximum amount of such primary obligation
for which such Person may be liable pursuant to the terms of the instrument evidencing such Guarantee Obligation) or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder),
as determined by such Person in good faith.


 


“Guarantor
Subsidiary” means each Guarantor that is a Subsidiary of Parent (other than Borrower) or Borrower and each of their respective
Subsidiaries.


 


“Guarantors”
has the meaning specified in the definition of “Collateral and Guarantee Requirement.”


 


“Guaranty”
means, collectively, (a) the Guarantee and (b) each other guaranty and guaranty supplement delivered pursuant to the
Collateral and Guarantee Requirement or Section 6.11.


 


“Hazardous
Materials” means any material, substance or waste that is regulated, classified, or otherwise characterized under or
pursuant to any Environmental Law as “hazardous,” “toxic,” a “pollutant,” a “contaminant,”
a “deleterious substance,” “dangerous goods,” “radioactive” or words of similar meaning or
effect, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, greenhouse gases, mold, urea formaldehyde
insulation, chlorofluorocarbons and all other ozone-depleting substances.


 






    	 	-18-	 



     


    

 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person
in respect of the deferred purchase price of property or services (excluding (i) accounts payable and other accrued liabilities
incurred in the ordinary course of business not past due for more than one hundred twenty (120) days after its stated due date
(except for accounts payable contested in good faith), (ii) any earn-out obligation until such obligation is both required
to be reflected as a liability on the balance sheet of such Person in accordance with GAAP and not paid after becoming due and
payable and (iii) deferred or equity compensation arrangements entered into in the ordinary course of business and payable
to directors, officers or employees), (e) all Indebtedness (excluding prepaid interest thereon) of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed but, in the case of Indebtedness which
is not assumed by such Person, limited to the lesser of (x) the amount of such Indebtedness and (y) the fair market value
of such property, (f) all Guarantee Obligations by such Person of Indebtedness of others, (g) all Attributable Indebtedness
of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty (excluding the portion thereof that has been fully cash collateralized in a manner permitted by
this Agreement), (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, surety
bonds and performance bonds, whether or not matured, (j) all Debt Equivalents of such Person and (k) the Swap Termination Value
under outstanding Swap Contracts at such time to which such Person is a party. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person
is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Anything herein to the contrary notwithstanding,
obligations in respect of any Indebtedness that has been irrevocably defeased (either covenant or legal) or satisfied and discharged
pursuant to the terms of the instrument creating or governing such Indebtedness shall not constitute Indebtedness.


 


“Indemnified
Liabilities” has the meaning specified in Section 10.05.


 


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


 


“Indemnitees”
has the meaning specified in Section 10.05.


 


“Information”
has the meaning specified in Section 10.08.


 


“Intellectual
Property” has the meaning specified in Section 5.17.


 






    	 	-19-	 



     


    

 


“Intellectual
Property Security Agreement” means, collectively, (a) the Intellectual Property Security Agreement executed by the
Loan Parties in the form of Exhibit H, and (b) each other Intellectual Property Security Agreement Supplement executed
and delivered pursuant to the Collateral and Guarantee Requirement or Section 6.11.


 


“Intellectual
Property Security Agreement Supplement” has the meaning specified in Section 6.11.


 


“Interest
Payment Date” means, the last Business Day of each month commencing on the first such date to occur after the Closing
Date.


 


“Interest
Period” means, (a) initially, the period beginning on (and including) the Closing Date and ending on (and including)
the last day of the calendar month in which the Closing Date occurs and (b) thereafter, the period beginning on (and including)
the first day of each succeeding calendar month and ending on the earlier of (and including) (i) the last day of such calendar
month and (ii) the Maturity Date.


 


“Investment”
in any Person, means (a) any direct or indirect purchase or other acquisition by a Loan Party of, or of a beneficial interest
in, any of the Equity Interests of such Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition
for value, by any Subsidiary of Parent from any Person, of any Equity Interests of such Person; and (c) any direct or indirect
loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures
in the ordinary course of business) or capital contributions by Parent or any of its Subsidiaries to any other Person, including
all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that
other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus
the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof
by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.


 


“Lender”
means any Lender that may be a party to this Agreement from time to time and, in the case of each such Lender, including their
respective successors and assigns as permitted hereunder (each of which is referred to herein as a “Lender”).


 


“Lender Allocated
ECF” has the meaning specified in Section 2.02(b).


 


“Leverage
Ratio” means the ratio as of the last day of any Fiscal Quarter of (a)(i) Consolidated Total Debt as of such day,
minus (ii) the amount of cash in the ECF Lockbox Account as of such date, to (b) Consolidated Adjusted EBITDA for the four-Fiscal
Quarter period ending on such date.


 






    	 	-20-	 



     


    

 


“LIBO Rate”
shall mean, with respect to any Interest Period, the rate determined by the Administrative Agent to be the offered rate for
deposits in Dollars for the applicable Interest Period normally published in the Money Rates section of The Wall Street Journal
or another national publication selected by the Administrative Agent two (2) Business Days prior to the first day of such Interest
Period; provided, that in no event shall the LIBO Rate be less than 1.25%.


 


“Lien”
means any assignment, mortgage, charge, pledge, lien, encumbrance, title retention agreement (including Capital Leases but
excluding operating leases) or any other security interest whatsoever, howsoever created or arising, whether fixed or floating,
legal or equitable, perfected or not, but specifically excludes any legal, contractual or equitable right of set-off.


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) any Guarantee, (e) any
agency fee letter entered into between Borrower and the Administrative Agent in connection with the Facility, (f) each Warrant
Certificate, and (g) all other instruments and documents executed and delivered from time to time by or on behalf of any Loan Party
in connection herewith or therewith.


 


“Loan Parties”
means, collectively, (a) Parent, (b) Borrower and (c) each Guarantor.


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”


 


“Material
Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (a) the
business operations, properties, assets, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken
as a whole; (b) a significant portion of the industry or business segment in which Borrower or its Subsidiaries operate or
rely upon if such effect or development is reasonably likely to have a material adverse effect on Borrower and its Subsidiaries
taken as a whole; (c) the ability of any Loan Party to fully and timely perform its Obligations; (d) the legality, validity,
binding effect, or enforceability against a Loan Party of a Loan Document to which it is a party; or (e) the rights, remedies
and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Loan Document.


 


“Material
Agreements” means, collectively, (a) the agreements which are listed in Schedule 5.19 and (b) all other
agreements to which any Loan Party or any of its properties are bound, from time to time, the absence or termination of any of
which would reasonably be expected to result in a Material Adverse Effect.


 


“Material
Owned Property” means (a) the real properties owned by any Loan Party listed on Schedule 5.07(b) and (b) any
other real property owned by any Loan Party with a fair market value in excess of $500,000.


 


“Maturity
Date” shall mean May 24, 2023.


 


“Monthly Excess
Cash Flow” has the meaning specified in Section 2.02(b).


 






    	 	-21-	 



     


    

 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Mortgage”
means collectively, the deeds of trust, trust deeds, deeds to secure debt and mortgages creating and evidencing a Lien on a
Mortgaged Property made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties,
substantially in the form of Exhibit K (with such changes as may be reasonably satisfactory to the Collateral Agent and its
counsel to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Collateral Agent,
executed and delivered pursuant to Section 4.01(d) (if applicable), Section 6.11 or Section 6.13, in each case
as amended, restated, supplemented or otherwise modified from time to time.


 


“Mortgage
Policies” has the meaning specified in paragraph (g) of the definition of “Collateral and Guarantee Requirement.”


 


“Mortgaged
Properties” has the meaning specified in paragraph (g) of the definition of “Collateral and Guarantee
Requirement.”


 


“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.


 


“Narrative
Report” means, with respect to the financial statements for which such narrative report is required, a narrative
report describing the operations of Parent and its Subsidiaries in the form prepared for presentation to senior management thereof
for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to
the end of such period to which such financial statements relate with comparison to and variances from the immediately preceding
period and budget.


 


“Net Cash
Proceeds” means:


 


(a)with respect to the
Disposition of any asset by any Loan Party or any Casualty Event the excess, if any, of (i) the sum of cash and Cash Equivalents
received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect
to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or
paid to or for the account of any Loan Party) over (ii) (A) the reasonable out-of-pocket expenses actually incurred and
paid by any Loan Party in connection with such Disposition or Casualty Event (including, reasonable attorney’s, accountant’s
and other similar professional advisor’s fees, investment banking fees, survey costs, title insurance premiums, and related
search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant,
and other customary fees) to third parties (other than the Loan Parties or any of their Affiliates) and (B) taxes paid or
reasonably estimated to be actually payable or that are actually accrued in connection therewith with respect to the current tax
year as a result of any gain recognized in connection therewith by such Person or any of the direct or indirect stockholders thereof
and attributable to such Disposition or Casualty Event; provided that, if the amount of any estimated taxes pursuant to
this subclause (B) exceeds the amount of taxes actually required to be paid in cash, the aggregate amount of such excess shall
constitute Net Cash Proceeds; and


 






    	 	-22-	 



     


    

 


(b)with respect to the
incurrence or issuance of any Indebtedness by the Loan Parties not permitted under Section 7.03, the excess, if any, of (i) the
sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting
discounts, commissions, costs and other out-of-pocket expenses and other customary expenses (including reasonable attorney’s,
accountant’s and other similar professional advisor’s fees), incurred by such Loan Party in connection with such incurrence
or issuance to third parties (other than the Loan Parties or any of their Affiliates).


 


“Net Working
Capital” means, at any time, Current Assets at such time minus Current Liabilities at such time.


 


“Non-Consenting
Lender” shall have the meaning set forth in Section 2.11.


 


“Note”
means a promissory note of Borrower payable to a Lender or its permitted assigns, substantially in the form of Exhibit B hereto,
evidencing the aggregate Indebtedness of Borrower to such Lender resulting from the Term Loan made by such Lender.


 


“NPL”
means the National Priorities List under CERCLA.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising
under any Loan Document (including, without limitation, Warrant Obligations) or otherwise with respect to the Term Loan entered
into with a Lender, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan
Party or any other Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing,
the Obligations of the Loan Parties under the Loan Documents (and of any of their Subsidiaries to the extent they have obligations
under the Loan Documents) include (a) the obligation (including Guarantee Obligations) to pay principal, interest, reimbursement
obligations, charges, expenses, fees (including, without limitation, the Upfront Fee), premiums (including, without limitation,
any Yield Maintenance Premium and Prepayment Premium), Attorney Costs, indemnities and other amounts payable by any Loan Party
or any other Subsidiary under any Loan Document and (b) the obligation of any Loan Party or any other Subsidiary to reimburse
any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of
such Loan Party or such Subsidiary.


 


“Observer”
has the meaning specified in Section 6.17.


 


“OID”
shall have the meaning set forth in Section 2.05.


 






    	 	-23-	 



     


    

 


“Organization
Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws;
(b) with respect to any limited liability company, the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership,
joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or
notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in
the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity.


 


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


 


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


 


“Outstanding
Amount” means, on any date, the outstanding principal amount of the Term Loan, after giving effect to any borrowings,
accretion of debt, and/or prepayments or repayments of the Term Loan occurring on such date.


 


“Parent”
means NXT-ID, Inc., a Delaware corporation.


 


“Participant”
has the meaning specified in Section 10.07(d).


 


“Participant
Register” has the meaning specified in Section 10.07(d).


 


“PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as the same may be amended, supplemented, modified,
replaced or otherwise in effect from time to time.


 


“PBGC”
means the Pension Benefit Guaranty Corporation (or any successor thereof).


 


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate
or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time in the past five (5)
years.


 






    	 	-24-	 



     


    

 


“Permitted
Indebtedness” has the meaning specified in Section 7.03.


 


“Permitted
Liens” means Liens permitted to be incurred pursuant to Section 7.01.


 


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


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party
or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


 


“Prepayment
Date” has the meaning specified in Section 2.02(a)(i).


 


“Prepayment
Notice” means a notice of prepayment in respect of any voluntary or mandatory prepayment in substantially the form of
Exhibit A.


 


“Prepayment
Premium” has the meaning specified in Section 2.02(d).


 


“Pro Rata
Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Term Loan Commitments of such Lender under the Facility at such time
and the denominator of which is the amount of the Aggregate Commitments under the Facility at such time; provided that if
any Term Loan Commitment has been terminated, then the Pro Rata Share of each Lender shall be determined based on the outstanding
principal amount of the Term Loan held by such Lender divided by the aggregate principal amount of the outstanding Term Loan held
by all Lenders.


 


“Projections”
has the meaning specified in Section 4.01(e).


 


“Promissory
Note” means that certain Promissory Note, dated as of May 19, 2017, made by Parent in favor of Michael Orlando, with
a face amount of $851,841.89.


 


“Qualified
Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.


 


“Quarterly
Excess Cash Flow” has the meaning specified in the definition of “Excess ECF Adjustment”.


 


“Recipient”
means (a) the Administrative Agent or (b) any Lender, as applicable.


 


“Reference
Rate” means for any day, the rate per annum equal to the greater of: (a) the rate of interest published from time
to time in the “Money Rates” section of The Wall Street Journal as the U.S. Prime Rate for such day (or, if such source
is not available, such alternate source as determined by the Administrative Agent) and (b) the sum of (i) the Federal
Funds Rate plus (ii) 1.25%.


 


“Register”
has the meaning specified in Section 10.07(c).


 






    	 	-25-	 



     


    

 


“Registered”
means, with respect to Intellectual Property, issued by, registered with, renewed by or the subject of a pending application before
any Governmental Authority or Internet domain name registrar.


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, leeching or migration
of any Hazardous Material in or into the environment (including the abandonment or disposal of any barrels, tanks, containers or
receptacles containing any Hazardous Material), or out of any vessel or facility, including the movement of any Hazardous Material
through the air, soil, subsoil, surface, water, ground water, rock formation or otherwise.


 


“Replacement
Lender” shall have the meaning set forth in Section 2.11.


 


“Reportable
Event” means with respect to any Plan any of the events set forth in Section 4043(c) of ERISA or the regulations
issued thereunder, other than events for which the thirty (30) day notice period has been waived.


 


“Required
Lenders” means, as of any date of determination, one or more Lenders having more than 50% of the Total Facility Exposure
held by all Lenders.


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer or, except for purposes of
Sections 6.03 or 6.04, any other similar officer or a Person performing similar functions of a Loan Party (and, as to any
document delivered on the Closing Date, to the extent acceptable to the Administrative Agent in its sole discretion or required
by the terms of this Agreement, any secretary or assistant secretary of a Loan Party). Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, retraction, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return
of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof) and including any thereof
acquired through the exercise of warrants or rights of conversion, exchange or purchase.


 


“Retained
ECF” has the meaning specified in Section 2.02(b).


 


“S&P”
means Standard & Poor’s Ratings Services LLC, a division of The McGraw-Hill Companies, Inc., and its successors.


 






    	 	-26-	 



     


    

 


“Sale Leaseback”
means any transaction or series of related transactions pursuant to which any Loan Party (a) sells, transfers or otherwise
disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction,
thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes
as the property being sold, transferred or disposed.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Obligations”
has the meaning specified in the Security Agreement.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent and the Lenders.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


“Securities
Pledge Agreement” means, collectively, (a) the Securities Pledge Agreement executed by certain Loan Parties substantially
in the form of Exhibit G and (b) each Securities Pledge Agreement Supplement executed and delivered pursuant to the Collateral
and Guarantee Requirement or Section 6.11.


 


“Securities
Pledge Agreement Supplement” has the meaning specified in Section 6.11.


 


“Security
Agreement” means, collectively, (a) the Security Agreement executed by the Loan Parties substantially in the form
of Exhibit F and (b) each Security Agreement Supplement executed and delivered pursuant to the Collateral and Guarantee Requirement
or Section 6.11.


 


“Security
Agreement Supplement” has the meaning specified in Section 6.11.


 


“Series C
Designation” means Parent’s certain Certificate of Designations, Preferences and Rights of Series C Non-Convertible
Voting Preferred Stock, as was filed with the Secretary of State of the State of Delaware on May 23, 2017.


 


“Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’ equity of the Loan Parties as of that
date determined in accordance with GAAP.


 


“Shortfall
ECF Adjustment” means (a) with respect to calculation of Quarterly Excess Cash Flow, to the extent that Quarterly Excess
Cash Flow is less than the Cumulative Monthly Excess Cash Flow, the amount equal to the difference of the Cumulative Monthly Excess
Cash Flow minus the Quarterly Excess Cash Flow and (b) with respect to calculation of Annual Excess Cash Flow, to the extent that
Annual Excess Cash Flow is less than the Cumulative Quarterly Excess Cash Flow, the amount equal to the difference of the Cumulative
Quarterly Excess Cash Flow minus the Annual Excess Cash Flow.


 






    	 	-27-	 



     


    

 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property (for the avoidance of doubt, calculated to include goodwill and other intangibles) of such Person is
greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person
on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person
is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as
the amount that, in the 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.


 


“SPC”
has the meaning specified in Section 10.07(g).


 


“Subsidiary”
of a Person means:


 


(a)a corporation of which
another person alone or in conjunction with its other Subsidiaries owns an aggregate number of voting Equity Interests sufficient
to enable the election of a majority of the directors regardless of the manner in which other voting Equity Interests are voted;


 


(b)a corporation of which
another person alone or in conjunction with its other Subsidiaries has, through the operation of any agreement or otherwise, the
ability to elect or cause the election of a majority of the directors or otherwise exercise control over the management and policies
of such corporation;


 


(c)any partnership of
which at least a majority of the outstanding income or capital interests and/or at least a majority of the voting interests of
such partnership or, in the case of a limited partnership, any general partner thereof, are owned by a person alone or in conjunction
with its other Subsidiaries; and


 


(d)any trust or other
person of which at least a majority of the outstanding beneficial or ownership interests (however designated) are owned by a person
alone or in conjunction with its other Subsidiaries.


 


“Surviving
Indebtedness” means any Indebtedness of Parent or any of its Subsidiaries outstanding immediately before and after giving
effect to the Transaction as specified on Schedule 7.03.


 


“Swap Contract”
means (a) any and all interest 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, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement.


 






    	 	-28-	 



     


    

 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts, as determined
by the applicable counterparty in accordance with the terms thereof and in accordance with customary methods for calculating mark-to-market
values under similar arrangements by such counterparty.


 


“Synthetic
Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect
of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority
interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness”
or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or
tax retention lease, or (b) an agreement for the use or possession of property (including any Sale Leaseback), in each case,
creating obligations that do not appear on the balance sheet of such Person but which could be characterized as the indebtedness
of such Person (without regard to accounting treatment).


 


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


 


“Term Loan”
has the meaning specified in Section 2.01(a).


 


“Term Loan
Commitment” has the meaning specified in Section 2.01. As of the Closing Date the aggregate amount of Term Loan
Commitments is $16,000,000.


 


“Termination
Date” has the meaning specified in Section 9.11(a).


 


“Test Period”
means, at any date of determination, with respect to any measurement of Excess Cash Flow (a) on a monthly basis, the most recently
completed month for which financial statements were delivered pursuant to Section 6.01(a), (b) on a quarterly basis, the most recently
completed Fiscal Quarter for which financial statements were delivered pursuant to Section 6.01(b) and (c) on an annual basis,
the most recently completed four consecutive Fiscal Quarters of Borrower ending on or prior to such date for which the consolidated
financial statements of Borrower and its Subsidiaries have been (or were required to have been) delivered pursuant to Section 6.01(c).


 






    	 	-29-	 



     


    

 


“Threshold
Amount” means $250,000.


 


“Total Facility
Exposure” means, as of any date of determination, the sum of (a) Total Outstandings as of such date and (b) the
then unfunded Term Loan Commitments (if any).


 


“Total Outstandings”
means, as of any date of determination, the then aggregate Outstanding Amount of the Term Loan.


 


“Transaction”
means, collectively, (a) extension of the Term Loan Commitments under this Agreement and the funding of the Term Loan
on the Closing Date, (b) the consummation of any other transactions in connection with the foregoing and (c) the payment of
the fees and expenses, including prepayment premiums, incurred in connection with any of the foregoing.


 


“Unaudited
Financial Statements” means the unaudited financial statements described in Section 4.01(e)(ii) and (e)(iii).


 


“Uniform Commercial
Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in
the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it
may be required to apply to any security interest in any item or items of Collateral.


 


“United States”
and “U.S.” mean the United States of America.


 


“Upfront Fee”
has the meaning specified in Section 2.05.


 


“U.S. Tax
Compliance Certificate” has the meaning specified in Section 3.01(g)(ii)(B)(3).


 


“Warrant Certificate”
means each Warrant Certificate in substantially the form of Exhibit L, pursuant to which Parent has granted to each Lender
the right to purchase Equity Interests of Parent, per the Warrant Shares table on Schedule 2.01(b).


 


“Warrant Obligations”
means, with respect to Parent, all of its Obligations arising out of, under or in connection with, any Warrant Certificate.


 


“Wholly-owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which
(other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required
by applicable Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.


 


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


 


“Withholding
Agent” means any Loan Party and the Administrative Agent.


 


“Yield Maintenance
Premium” has the meaning specified in Section 2.02(c).


 






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Section 1.02.Other Interpretive
Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:


 


(a)The meanings of defined
terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)(i) The words
“herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used
in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.


 


(ii)Article, Section,
paragraph, clause, subclause, Exhibit and Schedule references are to the Loan Document in which such reference appears.


 


(iii)The term “including”
is by way of example and not limitation.


 


(iv)The term “documents”
includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings,
however evidenced, whether in physical or electronic form.


 


(c)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.”


 


(d)Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.


 


(e)Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine or neuter forms.


 


Section 1.03.Accounting Terms.
(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial
data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein; provided, however, that if Borrower notifies the Administrative Agent
that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the
Closing Date or in the application thereof on the operation of such provision, regardless of whether any such notice is given
before or after such Accounting Change or in the application thereof, then the Administrative Agent and Borrower agree that they
will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change
with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly
as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon,
(i) the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred and (ii) Borrower
shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory
to the Administrative Agent, between calculations of any applicable ratios, baskets and other requirements hereunder before and
after giving effect to such Accounting Change.


 






    	 	-31-	 



     


    

 


(b)Where reference is made to a
Person “and its Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any
subsidiaries other than Subsidiaries.


 


(c)Where reference is made to consolidating
financial statements of Parent and its Subsidiaries, for the avoidance of doubt, such financial statements shall include standalone
financial statements of the Borrower, Parent, Fit Pay, and each other Subsidiary of Parent.


 


Section 1.04.Rounding.
Any financial ratios required to be satisfied in order for a specific action to be permitted under 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).


 


Section 1.05.References to
Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to documents, agreements (including
the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments
and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements,
amendments and restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references
to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting
such Law.


 


Section 1.06.Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as
applicable).


 


Section 1.07.Timing of Payment
or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be
due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the
immediately succeeding Business Day.


 






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Article II


 


The Term Loan Commitments
and Credit Extension


 


Section 2.01.The Term Loan.
(a) Subject to the terms and conditions set forth herein, on the Closing Date, each Lender agrees to make a term loan (the “Term
Loan”) in an aggregate principal amount not to exceed the Term Loan Commitment set forth opposite such Lender’s
name in Schedule 2.01(a) (such amount being referred to herein as such Lender’s “Term Loan Commitment”).
The Term Loan Commitment of each Lender shall be automatically and permanently reduced by the principal amount of each Term Loan
made by such Lender on the Closing Date.


 


(b)Amounts borrowed under this
Section 2.01 and repaid or prepaid may not be re-borrowed.


 


(c)All the outstanding principal
amount of the Term Loan, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder,
shall be due and payable on the earlier of (i) the Maturity Date and (ii) the date of the acceleration of the Term Loan pursuant
to Section 8.02.


 


Section 2.02.Prepayments.


 


(a)Optional Prepayments.
(i) Borrower may, upon delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time, commencing
on the first Business Day following the first anniversary of the Closing Date, voluntarily prepay, in whole or in part (in a minimum
amount of $500,000 and integral multiples of $100,000 in excess of that amount for each partial prepayment) the outstanding principal
amount of the Term Loan on any Business Day (the “Prepayment Date”) for an amount equal to the portion of the
Term Loan being prepaid on such Prepayment Date, plus any accrued but unpaid interest on the aggregate principal amount of the
portion of the Term Loan being prepaid, plus any applicable Yield Maintenance Premium and Prepayment Premium.


 


(ii)Any Prepayment Notice must
be received by the Administrative Agent not later than 12:00 noon (New York, New York time) three (3) Business Days
prior to any Prepayment Date and shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If
such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Each prepayment of the Term Loan pursuant to this Section 2.02(a) shall be
paid to the Lenders in accordance with their respective Pro Rata Shares.


 


(iii)No partial prepayment shall
be made under this Section 2.02(a) in connection with any event described in Section 2.02(b).


 






    	 	-33-	 



     


    

 


(b)Mandatory Prepayments.


 


(i) Excess Cash
Flow. Within five (5) Business Days after delivery of the financial statements of Borrower for the relevant Test Period, to
the extent that such financial statements demonstrate Excess Cash Flow (the “Monthly Excess Cash Flow”), Borrower
shall allocate the applicable ECF Percentage of such Monthly Excess Cash Flow for the prepayment of the Term Loan (the “Lender
Allocated ECF”). Any Monthly Excess Cash Flow amounts shall be increased by any Excess ECF Adjustment from the immediately
preceding Test Period. With respect to any Shortfall ECF Adjustment, Borrower shall promptly repay the Term Loan as set forth in
Section 2.02(e) in an amount equal to the ECF Percentage (as in effect during the period in which the original Excess Cash Flow
was calculated) of such Shortfall ECF Adjustment. All Excess Cash Flow amounts that are not Lender Allocated ECF may be retained
by Borrower (such amounts, the “Retained ECF”) and may be used by Borrower (i) to make Restricted Payments to
Parent pursuant to Section 7.06(c) (and subsequently invested by Parent into Fit Pay pursuant to Section 7.02(f)) or (ii) for working
capital and any other general corporate purposes. Each Lender shall have the option to require Borrower to elect to pay down its
Term Loan with its Pro Rata Share of the Lender Allocated ECF by providing the Administrative Agent with written notice of its
election (which the Administrative Agent shall promptly provide to Borrower), which notice must be received by Borrower during
the ECF Prepayment Election Period. To the extent that any Lender does not elect to receive a prepayment from its Pro Rata Share
of the Lender Allocated ECF prior to the applicable expiration of the ECF Prepayment Election Period, such amounts shall become
Retained ECF. Until the expiration of the ECF Prepayment Election Period, all Lender Allocated ECF that has not been elected for
prepayment shall be deposited into the ECF Lockbox Account.


 


(ii)Dispositions. No later
than the fifth Business Day following the date any Loan Party receives Net Cash Proceeds from the Disposition of any property (excluding
Dispositions permitted pursuant to Section 7.05 (other than pursuant to Section 7.05(f))), Borrower shall prepay the
Term Loan as set forth in Section 2.02(e) in an aggregate amount equal to 100% of all such Net Cash Proceeds realized or received
in connection with such Disposition. For the avoidance of doubt, any prepayment made pursuant to this Section 2.02(b)(ii)
as a result of a Disposition shall not be deemed to be a consent to any such Disposition or a cure or waiver of any Event of Default
which occurs in connection with such Disposition, it being understood that such Event of Default may only be waived with the express
consent of Required Lenders.


 


(iii)Casualty Events. No
later than the fifth Business Day following the date any Loan Party receives Net Cash Proceeds from any Casualty Event, Borrower
shall prepay the Term Loan as set forth in Section 2.02(e) in an aggregate amount equal to 100% of all such Net Cash Proceeds
realized or received in connection with such Casualty Event; provided, so long as no Default or Event of Default shall have
occurred and be continuing, Borrower shall have the option, instead of prepaying the Term Loan therewith, to invest such Net Cash
Proceeds within one hundred eighty (180) days of receipt thereof in productive assets of the general type used in the business
of Borrower, which investment may include the repair, restoration or replacement of the applicable assets thereof. If Borrower
elects to invest such Net Cash Proceeds pursuant to the proviso above, Borrower shall provide notice of such election to the Administrative
Agent at or prior to such time as prepayment would otherwise be due.


 


(iv)Indebtedness. On the
date of receipt by any Loan Party from the incurrence or issuance of any Indebtedness (including Debt Equivalents) not expressly
permitted to be incurred or issued pursuant to Section 7.03, Borrower shall prepay the Term Loan as set forth in Section 2.02(e)
in an aggregate amount equal to 100% of all such Net Cash Proceeds received therefrom. For the avoidance of doubt, any prepayment
made pursuant to this Section 2.02(b)(iv) shall not be deemed to be a consent to the incurrence or issuance of any such Indebtedness
or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that such Event of Default
may only be waived with the express consent of Required Lenders.


 






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(c)Yield Maintenance Premium.
If Borrower prepays all or any part of the principal balance of the Term Loan pursuant to Section 2.02(a) or makes a mandatory
prepayment of all or any part of the principal balance of the Term Loan pursuant to Sections 2.02(b)(ii) or (iv), in each
case, on or prior to the date that is the first anniversary of the Closing Date, Borrower shall pay to Administrative Agent, for
the benefit of all Lenders entitled to a portion of such prepayment, an amount (the “Yield Maintenance Premium”)
equal to (1) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred)
which would have otherwise been payable on the amount of the principal prepayment from the date of prepayment or reduction until
the first anniversary of the Closing Date, minus (2) the aggregate amount of interest Lenders would earn if the prepaid or
reduced principal amount were reinvested for the period from the date of prepayment or reduction until the first anniversary of
the Closing Date, at the Treasury Rate, plus (3) the Prepayment Premium payable on the Term Loan as set forth in Section 2.02(d)(i).
The term “Treasury Rate” shall mean a rate per annum (computed on the basis of actual days elapsed over a year
of 360 days) equal to the rate determined by Administrative Agent on the date three (3) Business Days prior to the date of
prepayment, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having
a maturity date closest to the first anniversary of the Closing Date. For the avoidance of doubt, payment of the Yield Maintenance
Premium shall not be deemed to be a consent to any repayment or prepayment prior to the first anniversary of the Closing Date or
a cure or waiver of any Event of Default which occurs in connection with therewith, it being understood that such Event of Default
may only be waived with the express consent of Required Lenders.


 


(d)Call Protection. If Borrower
prepays, for any reason, all or any part of the principal balance of Term Loan pursuant to Section 2.02(a) or makes a mandatory
prepayment of all or any part of the principal balance of the Term Loan pursuant to Sections 2.02(b)(ii) or (iv), in addition
to the Yield Maintenance Premium set forth above, Borrower shall pay to Administrative Agent, for the benefit of all Lenders entitled
to a portion of such prepayment a prepayment premium (the “Prepayment Premium”) on the amount so prepaid as
follows (i) if the prepayment occurs on or prior to the second anniversary of the Closing Date, 4% of the amount so prepaid, (ii)
if the prepayment occurs on the date immediately following the second anniversary of the Closing Date but on or prior to the third
anniversary of the Closing Date, 3% of the amount so prepaid, (iii) if the prepayment occurs on the date immediately following
the third anniversary of the Closing Date but on or prior to the fourth anniversary of the Closing Date, 2% of the amount so prepaid
and (iv) if the prepayment occurs on the date immediately following the fourth anniversary of the Closing Date and prior to the
Maturity Date, 1% of the amount so prepaid.


 


(e) Application of Prepayments
by Type of Loans. Each voluntary and mandatory prepayment of the Term Loan pursuant to Section 2.02(a) and Section 2.02(b)
shall be applied as follows:


 


first,
to the payment of all fees, and all expenses specified in Section 10.04, to the full extent thereof;


 


second,
to the payment of any accrued interest at the Default Rate, if any;


 


third,
to the payment of any accrued interest (other than Default Rate interest);


 






    	 	-35-	 



     


    

 


fourth,
except in the case of a prepayment pursuant to Section 2.02(b)(i) and (iii), to the payment of the Prepayment Premium and Yield
Maintenance Premium, if any, on the Term Loan; and


 


fifth,
to prepay the Term Loan on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).


 


Borrower shall notify the Administrative
Agent in writing of any mandatory prepayment of the Term Loan required to be made pursuant Section 2.02(b) pursuant to
a Prepayment Notice. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of
the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of Borrower’s Prepayment
Notice and of such Lender’s Pro Rata Share of the prepayment.


 


(f)Interest. All prepayments
under this Section 2.02 shall be accompanied by all accrued interest thereon.


 


Section 2.03.Repayment of Loans.
Borrower shall repay in full, in cash on the Maturity Date to the Administrative Agent (for the ratable account of the Lenders)
of all outstanding Obligations of the Loan Parties that are due and payable on such date. For the avoidance of doubt, any repayment
pursuant to this Section 2.03 shall be reduced as a result of the application of prepayments in accordance with Section 2.02
solely to the extent of any such amounts applied to the prepayment of the Term Loan.


 


Section 2.04.Interest. (a) Subject
to the provisions of Section 2.04(b), the Term Loan shall bear interest on the outstanding principal amount thereof for each Interest
Period in an amount equal to the LIBO Rate plus 9.50% per annum payable in cash.


 


(b)Commencing upon the occurrence
and during the continuance of any Event of Default, Borrower shall pay interest on (i) the principal amount of the Term Loan
and (ii) to the extent then due and payable all other outstanding Obligations hereunder, in each case under clauses (i) and
(ii) at a fluctuating interest rate per annum at all times equal to the interest rate set forth in Section 2.04(a) plus, the
Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest
on past due interest to the fullest extent permitted by applicable Laws) shall be due and payable upon demand.


 


(c)Interest on the Term Loan shall
be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.
Interest hereunder shall be due and payable in accordance with the terms hereof before and after any judgment.


 






    	 	-36-	 



     


    

 


Section 2.05.Fees. Borrower
agrees to pay the Lenders an upfront fee equal to $320,000 (the “Upfront Fee”) of which $160,000 shall
be payable on the Closing Date and the remaining $160,000 due and payable on the date that is the first anniversary of the Closing
Date.  The Upfront Fee shall be in all respects fully earned on the Closing Date; provided however, that
in lieu of payment of the portion of the Upfront Fee due on the Closing Date, Borrower agrees that such Upfront Fee will be paid
in the form of original issue discount (“OID”) equal to one percent (1%) of the aggregate principal amount
of the Term Loan funded on the Closing Date; provided further however, that the portion of the Upfront Fee payable
on the first anniversary of the Closing Date shall be deemed to be deferred OID for purposes of the Code.  For the avoidance
of doubt, proceeds of the Term Loan delivered to Borrower on the Closing Date shall be $15,840,000.


 


Section 2.06.Computation of Interest
and Fees. All computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and
actual days elapsed. Interest shall accrue on the Term Loan for the day on which the Term Loan is made, and shall not accrue on
the Term Loan, or any portion thereof, for the day on which the Term Loan or such portion is paid. Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


Section 2.07.Evidence of Indebtedness.
(a) The Credit Extension made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender.
The accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the amount of the Credit
Extension made by the Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing
so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in
the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s
Pro Rata Share of the Term Loan in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, amount and maturity of its Pro Rata Share of the Term Loan and payments with respect thereto.


 


(b)Entries made in good faith by
each Lender in its account or accounts pursuant to Section 2.07(a), shall be prima facie evidence of the amount of principal and
interest due and payable or to become due and payable from Borrower to such Lender, under this Agreement and the other Loan Documents,
absent manifest error; provided that the failure of such Lender to make an entry, or any finding that an entry is incorrect,
in such account or accounts shall not limit or otherwise affect the obligations of Borrower under this Agreement and the other
Loan Documents.


 


Section 2.08.Payments Generally.
(a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s
Office and in immediately available funds not later than 3:00 p.m. (New York City time) on the date specified herein.
The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein)
of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received
by the Administrative Agent after 3:00 p.m. (New York City time) shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.


 






    	 	-37-	 



     


    

 


(b)If any payment to be made by
Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case may be; provided that if such extension
would cause payment of interest on or principal of the Term Loan to be made in the next succeeding Fiscal Quarter, such payment
shall be made on the immediately preceding Business Day.


 


(c)Unless Borrower has notified
the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that
Borrower will not make such payment, the Administrative Agent may assume that Borrower has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and
to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then each Lender
shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such
Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount
was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in
immediately available funds at the Federal Funds Rate. A notice by the Administrative Agent to Borrower with respect to any amount
owing under this Section 2.08(c) shall be conclusive, absent manifest error.


 


(d)If any Lender makes available
to the Administrative Agent funds for the Term Loan to be made by such Lender as provided in the foregoing provisions of this Article
II, and such funds are not made available to Borrower by the Administrative Agent because the conditions to the Credit Extension
set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return
such funds (in like funds as received from such Lender) to such Lender, without interest.


 


(e)The obligations of the Lenders
hereunder to fund their portion of the Term Loan are several and not joint. The failure of any Lender to fund its portion of the
Term Loan shall not relieve any other Lender of its corresponding obligation to do so on such date, and neither the Administrative
Agent nor any Lender shall be responsible for the failure of any other Lender to fund its portion of the Term Loan.


 


(f)Nothing herein shall be deemed
to obligate any Lender to obtain the funds for its Term Loan in any particular place or manner or to constitute a representation
by any Lender that it has obtained or will obtain the funds for its Term Loan in any particular place or manner.


 






    	 	-38-	 



     


    

 


(g)Whenever any payment received
by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts
due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents
on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders
in the order of priority set forth in the applicable provisions of Section 2.02(e) or Section 8.03. If the Administrative
Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances
for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but
shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata
Share of the Outstanding Amount of the Term Loan at such time, in repayment or prepayment of such of the outstanding Term Loan
or other Obligations then owing to such Lender.


 


Section 2.09.Sharing of Payments.
If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender shall
obtain on account of its Pro Rata Share of the Term Loan made by it any payment (whether voluntary, involuntary, through the exercise
of any right of setoff, or otherwise) in excess of its Pro Rata Share (or other share contemplated hereunder) thereof, such Lender
shall promptly (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations
in the Pro Rata Share of the Term Loan made by them as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of the Term Loan or such participations, as the case may be, pro rata with each of them; provided that
if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion),
such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price
paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the
amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without
further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest
extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09)
with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation.
Each Lender that purchases a participation pursuant to this Section 2.09 shall from and after such purchase have the right to
give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.


 


Section 2.10.LIBO Not Determinable,
Impracticability or Illegality. If on or before the day on which the LIBO Rate is to be determined the Administrative Agent
determines in good faith or, with respect to the following clauses (ii) and (iii), the Required Lenders advise the Administrative
Agent, that, (i) the LIBO Rate cannot be determined for any reason, (ii) the LIBO Rate will not adequately and fairly
reflect the cost of maintaining the Term Loan or (iii) Dollar deposits in the principal amount of the Term Loan are not available
in the London interbank market, the Administrative Agent shall, as soon as practicable thereafter, give written notice of such
determination to Borrower and the Lenders. Upon any such determination, the LIBO Rate shall be converted into the Reference Rate
at the end of the then current Interest Period and shall at all times thereafter bear interest at the Reference Rate until the
Administrative Agent (or the Required Lenders, as applicable) determine that the circumstances set forth in clauses (i) through
(iii) above cease to exist. Each determination by the Administrative Agent and Required Lenders hereunder shall be conclusive
and binding absent manifest error.


 






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Section 2.11.Removal or Replacement
of a Lender. Anything contained herein to the contrary notwithstanding, in the event that in connection with any proposed
amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01(a)
or (b), the consent of Administrative Agent and Required Lenders shall have been obtained but the consent of one or more of such
other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then,
with respect to such Non-Consenting Lender, Administrative Agent may, by giving written notice to Borrower and any Non-Consenting
Lender of its election to do so, elect to cause such Non-Consenting Lender (and such Non-Consenting Lender hereby irrevocably
agrees) to assign its outstanding Term Loan in full to one or more Eligible Assignees (each a “Replacement Lender”)
in accordance with the provisions of Section 10.07 and such Non-Consenting Lender shall pay any fees payable thereunder in
connection with such assignment; provided, (i) on the date of such assignment, the Replacement Lender shall pay to
the Non-Consenting Lender an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all
of the outstanding Term Loan of the Non-Consenting Lender, plus any Yield Maintenance Premium or Prepayment Premium, to the extent
applicable; and (ii) each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of
which such Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Non-Consenting Lender, such Non-Consenting
Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Non-Consenting
Lender to indemnification hereunder shall survive as to such Non-Consenting Lender.


 


Article III


 


Taxes, Increased Costs Protection
and Illegality


 


Section 3.01.Taxes.


 


(a)Defined Terms. For purposes
of this Section 3.01, the term “applicable law” includes FATCA.


 


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


 






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(c)Payment of Other Taxes by
the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law,
or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)Indemnification by the Loan
Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor
accompanied by an explanation in reasonable detail, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld
or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto. A certificate
as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)Indemnification by the Lenders.
Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 10.07(d) relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (e).


 


(f)Evidence of Payments.
As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.01,
such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 






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(g)Status of Lenders. (i)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably
requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not
such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in
the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 3.01(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 


(ii)Without limiting the generality
of the foregoing, in the event that Borrower is a U.S. Borrower:


 


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


 


(B)any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1)in the case of a Foreign
Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest
under any Loan Document, executed copies of IRS Form W-8BEN (or W-8BEN-E, as applicable) establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to
any other applicable payments under any Loan Document, IRS Form W-8BEN (or W-8BEN-E, as applicable) establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article
of such tax treaty;


 


(2)executed copies of IRS
Form W-8ECI;


 


(3)in the case of a Foreign
Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to
the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
“10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)
and (y) executed copies of IRS Form W-8BEN (or W-8BEN-E, as applicable); or


 






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(4)to the extent a Foreign
Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (or W-8BEN-E,
as applicable), a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner,
as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
on behalf of each such direct and indirect partner;


 


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


 


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


 


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


 


(h)Treatment of Certain Refunds.
If any party determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified
pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall
pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with
respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this
paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that
such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary
in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph
shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to
its Taxes that it deems confidential) to the indemnifying party or any other Person.


 






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(i)Survival. Each party’s
obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment
of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document.


 


Section 3.02.Illegality.
(a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority that is a court, statutory
board or commission has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund
its portion of the Term Loan (and, in the opinion of such Lender, the designation of a different lending office would either not
avoid such unlawfulness or would be disadvantageous to such Lender), then such Lender shall promptly notify Borrower thereof following
which (a) the Lender’s Term Loan Commitment shall be suspended until such time as such Lender may again make and maintain
its portion of the Term Loan hereunder and (b) if such Law shall so mandate, the Term Loan held by such Lender shall be prepaid
by Borrower on or before such date as shall be mandated by such Law in an amount equal to 100% of the aggregate principal amount
of the Term Loan held by such Lender, plus any accrued but unpaid interest on the aggregate principal amount of the Term Loan
being prepaid.


 


(b)If any provision of this Agreement
or any of the other Loan Documents would obligate Borrower to make any payment of interest with respect to the Facility or other
amount payable to the Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by any
Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to
the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable law or so result in
a receipt by the Administrative Agent or such Lender of interest with respect to its Term Loan and Term Loan Commitments at a criminal
rate, such adjustment to be effected, to the extent necessary, as follows:


 


(i)first, by reducing
the amount or rate of interest required to be paid to the Administrative Agent or the affected Lender under Section 2.04; and


 


(ii)thereafter, by
reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Lender
which would constitute interest with respect to the Term Loan or Term Loan Commitments for purposes of any applicable law.


 






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Section 3.03.Increased
Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction
of or any Change in Law or a change in the interpretation of any Law with which such Lender or any lending office of such Lender,
if any, is required to comply, in each case, after the date hereof, there shall be any increase in the cost to such Lender agreeing
to make, making or maintaining the Term Loan, or a reduction in the amount received or receivable by such Lender in connection
with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount
resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes
or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after demand by such Lender setting forth in
reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04),
Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.


 


(b)If any Lender reasonably determines
that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or
(ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or
its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the
rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender,
or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such
Lender’s obligations hereunder, then from time to time upon demand of such Lender setting forth in reasonable detail the
charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance
with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction
within fifteen (15) days after receipt of such demand.


 


(c)Failure or delay on the part
of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right
to demand such compensation.


 


(d)If any Lender requests compensation
under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate
another Applicable Lending Office for its Term Loan affected by such event; provided that such efforts are made on terms
that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic,
legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone
any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).


 






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(e)As of the Closing Date, each
Lender to its knowledge, is unaware of any Change in Law that would cause increased costs, reduced return, or adjustment of capital
adequacy as contemplated by this Section 3.03.


 


Section 3.04.Matters Applicable
to All Requests for Compensation. The Administrative Agent or any Lender claiming compensation under this Article III shall
deliver a certificate to Borrower setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder,
which shall be conclusive absent manifest error. In determining such amount, the Administrative Agent or such Lender, as the case
may be, may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation under
Section 3.01, Section 3.02 or Section 3.03, Borrower shall not be required to compensate such Lender for any amount
incurred more than ninety (90) days prior to the date that such Lender notifies Borrower of the event that gives rise to such
claim; provided that if the circumstance giving rise to such claim is retroactive, then such 90-day period referred to
above shall be extended to include the period of retroactive effect thereof.


 


Section 3.05.Survival.
All of Borrower’s obligations under this Article III shall survive termination of the Term Loan Commitments and repayment
of all other Obligations hereunder.


 


Article IV


 


Conditions Precedent


 


Section 4.01.Conditions to
the Closing Date. The obligation of each Lender to make the Term Loan hereunder is subject to satisfaction or waiver in writing
by the Lenders of the following conditions precedent:


 


(a)The Administrative
Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in
form and substance satisfactory to the Administrative Agent and its legal counsel:


 


(i)executed counterparts
of this Agreement and the other Loan Documents by each Loan Party, Agent and Lender, as applicable;


 


(ii)an original Note executed
by Borrower in favor of each Lender that has requested in writing a Note;


 


(iii)such certificates
(including a certificate substantially in the form of Exhibit I) of resolutions or other corporate action, incumbency certificates
and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing
the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;


 






    	 	-46-	 



     


    

 


(iv)an opinion by Robinson
Brog Leinwand Greene Genovese & Gluck, P.C., counsel to the Loan Parties, in form and substance reasonably satisfactory to
the Administrative Agent;


 


(v)a certificate attesting
to the Solvency of the Loan Parties (taken as a whole) on the Closing Date before and after giving effect to the Transaction, from
the chief financial officer of Parent in substantially the form of Exhibit J hereto;


 


(vi)copies of a recent
Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together
with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens
(other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have
been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of
the Transaction; and


 


(vii)(A) Organization
Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably
proximate to the Closing Date, from (1) the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation,
organization or formation, and (2) the jurisdictions where the failure of a Loan Party to be qualified and in good standing
could reasonably be expected to have a Material Adverse Effect and, where available, bring down certificates, for each Loan Party.


 


(b)As of the Closing
Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving
Indebtedness specified on Schedule 7.03. All amounts due or outstanding in respect of the Exworks Facility and any other Indebtedness
other than the Facility and any Surviving Indebtedness specified on Schedule 7.03 shall have been repaid in full, all commitments
(if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any)
released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory
to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative
Agent.


 


(c)In order to create
in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal
property Collateral, Collateral Agent shall have received:


 


(i)evidence satisfactory
to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without
limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities,
instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided
therein);


 






    	 	-47-	 



     


    

 


(ii)a completed Collateral
Questionnaire dated the Closing Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated
thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC
financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions
specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC
termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions
as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other
than any such financing statements in respect of Permitted Liens);


 


(iii)opinions of counsel
(which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security
interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which
any Loan Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form
and substance reasonably satisfactory to Collateral Agent; and


 


(iv)evidence that each
Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered
any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access
agreement executed by the landlord of any leasehold property and by the applicable Loan Party and (ii) any intercompany notes
evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(h)) and made or caused to be made any other filing
and recording (other than as set forth herein) reasonably required by Collateral Agent.


 


(d)The Administrative
Agent shall have received the Mortgages (including all leasehold Mortgages) with respect to each Material Owned Property, together
with all additional documentation required to be delivered pursuant to clause (g) of the definition of “Collateral and
Guarantee Requirement”.


 


(e)The Administrative
Agent shall have received (i) the audited consolidated balance sheets and related statements of income (if any) and Shareholders’
Equity of Parent and its Subsidiaries and unaudited consolidating balance sheets and related statements of income (if any) for
the Fiscal Year of Parent ended December 31, 2017, (ii) unaudited consolidated and consolidating balance sheets and related
statements of income (if any) of Parent and its Subsidiaries for each subsequent fiscal quarter after December 31, 2017 ended
at least forty-five (45) days before the Closing Date, (iii) unaudited consolidated and consolidating balance sheets and related
statements of income (if any) of Parent and its Subsidiaries for each fiscal month ended at least thirty-one (31) days before the
Closing Date, and (iv) forecasts prepared by management of Parent of consolidated and consolidating balance sheets and income statements
of Parent and its Subsidiaries on a monthly basis for Fiscal Year 2018 and on a quarterly basis for Fiscal Year 2019 (“Projections”),
in each case, in form and substance satisfactory to the Administrative Agent and prepared in accordance with GAAP as in effect
at the time of such preparation.


 






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(f)The Administrative
Agent and the Lenders shall have completed, to their satisfaction, all legal, tax, environmental, management and background checks,
business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise)
of the Loan Parties (which shall include a review of all Material Agreements with the Loan Parties’ customers and suppliers),
in each case, in scope and determination satisfactory to the Administrative Agent in its sole discretion. The Administrative Agent
shall have received a quality of earnings report from a Person who is not an Affiliate of the Borrower, in form and substance satisfactory
to the Administrative Agent.


 


(g)Payment by Borrower
of all accrued costs, fees and expenses (including applicable Attorney Costs and the reasonable and documented out-of-pocket fees
and expenses of any other advisors) and any other compensation due and payable to the Administrative Agent and Lenders on the Closing
Date shall have been received.


 


(h)The Administrative
Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07
and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder.


 


(i)Borrower shall have
delivered to each Lender its duly executed Warrant Certificates.


 


(j)Borrower shall have
established the ECF Lockbox Account.


 


(k)The Lenders shall
have received on or prior to the Closing Date all documentation and other information required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT
Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent
requested at least five (5) Business Days prior to the Closing Date.


 


(l)The Administrative
Agent shall have received a certificate signed by a Responsible Officer of Borrower certifying as to Sections 4.01(m), (n) and
(o) in substantially the form of Exhibit I.


 


(m)The representations
and warranties of Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct
in all material respects on and as of the Closing Date; provided that to the extent that such representations and warranties
specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided
further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect”
or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective
dates.


 






    	 	-49-	 



     


    

 


(n)No Default or Event
of Default shall exist.


 


(o)There is no action,
suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before an arbitrator or
governmental authority that could reasonably be expected to have a Material Adverse Effect.


 


Article V


 


Representations and Warranties


 


Borrower represents
and warrants to the Agents and the Lenders that:


 


Section 5.01.Existence, Qualification
and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is duly incorporated, organized or
formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to
the extent such concept exists in such jurisdiction), (b) has all requisite power and authority to (i) own or lease
its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which
it is a party, (c) is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is
in compliance with all Laws (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve
System), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents
and approvals to operate its business as currently conducted, except, with respect to the foregoing clauses (c), (d) and
(e), as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.


 


Section 5.02.Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is
a party, and the consummation of the Transaction, (a) are within such Loan Party’s corporate or other powers, (b) have
been duly authorized by all necessary corporate or other organizational action, and (c) do not and will not (i) contravene
the terms of any of such Person’s Organization Documents, (ii) except as set forth on Schedule 5.02, conflict
with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01),
or require any payment to be made under (x) any material Contractual Obligation to which such Person is a party or affecting
such Person or the properties of such Person or any of its Subsidiaries, (y) any material order, injunction, writ or decree
of any Governmental Authority or any arbitral award to which such Person or its property is subject or (z) any Material Agreement,
or (iii) violate any material applicable Law.


 






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Section 5.03.Governmental
Authorization; Other Consents. 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 (a) the execution, delivery
or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation
of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the
perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the
exercise by the Collateral Agent, the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies
in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens
on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions,
authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given
or made and are in full force and effect, (iii) for those filings required by the Exchange Act and (iv) such approvals, consents,
exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate,
be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have
expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse
conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose
of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.


 


Section 5.04.Binding Effect.
This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This
Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against
each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief
Laws and by general principles of equity and principles of good faith and fair dealing.


 


Section 5.05.Financial Statements;
No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements (A) fairly present
in all material respects the financial condition of Parent as of the dates thereof and Parent’s results of operations for
the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except, in the
case of the Unaudited Financial Statements, changes resulting from customary year-end adjustments consistent with past practice
and the absence of footnotes and (B) show all material Indebtedness and other liabilities, direct or contingent, of the Loan
Parties as of the date hereof that are required to be reflected on a balance sheet prepared in accordance with GAAP, except for
such Indebtedness and other liabilities incurred since the date of the Unaudited Financial Statements in the ordinary course of
business.


 


 (b)Since December 31, 2017,
there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected
to have a Material Adverse Effect.


 


 (c)The Projections furnished to
the Administrative Agent prior to the Closing Date are based on good faith estimates and assumptions made by the management of
Borrower; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered
by the Projections may differ from such Projections and that the differences may be material; provided further, as of the
Closing Date, management of Borrower believed that the Projections were reasonable and attainable.


 


(d)(i) The audited consolidated
financial statements of the Loan Parties most recently delivered pursuant to Section 6.01(c) and (ii) the unaudited
consolidated and consolidating financial statements of the Loan Parties most recently delivered pursuant to Section 6.01(a)
and (b), and the related consolidated and consolidating statements of income (if any) or operations and Shareholders’ Equity
for such periods (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein, and (B) fairly present in all material respects the financial condition of the Loan
Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of unaudited
financial statements, to the absence of footnotes and to customary year-end adjustments consistent with past practice.


 


(e)The consolidated forecasted
monthly expenses, balance sheets and statements of income (if any) the Loan Parties delivered to the Lenders pursuant to Section 6.01(f)
were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions
existing at the time of delivery of such forecasts; it being understood that actual results may vary from such forecasts and that
such variations may be material.


 


Section 5.06.Litigation.
There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or its Subsidiaries, including any
Environmental Action, pending or to the knowledge of the Loan Parties, threatened before any Governmental Authority or arbitrator
that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity
or enforceability of any Loan Document or the consummation of the Transaction.


 


Section 5.07.Ownership of
Property; Liens. (a) Each Loan Party and its Subsidiaries is the legal and beneficial owner of the Collateral pledged
by it free and clear of any Lien, except for the Liens and security interests created or permitted under the Loan Documents including,
any Liens permitted under Section 7.01.


 


(b)Each Loan Party and each of
its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited
property interests in, all real property used in the ordinary conduct of its business, free and clear of all Liens except for defects
in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended
purposes and Liens permitted by Section 7.01 and except where the failure to have such title or other interest would not reasonably
be expected to have a Material Adverse Effect. Set forth on Schedule 5.07(b) hereto is a complete and accurate list of all
real property owned by any Loan Party or any of its Subsidiaries, showing, as of the date hereof, the street address, state and
any other relevant jurisdiction, record owner and fair market value. Set forth on Schedule 5.07(b) hereto is a complete and
accurate list of all leases of real property under which any Loan Party or any Subsidiary is the tenant, showing as of the date
hereof the street address, state and any other relevant jurisdiction, parties thereto, sublessee (if any), expiration date and
annual base rental cost thereof.


 






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(c)Except for the properties set
forth on Schedule 5.07(b), as of the Closing Date, no Loan Party or any of its Subsidiaries owns any Material Owned Property.


 


Section 5.08.Perfection
of Security Interests. Upon the making of the filings and taking of the other actions set forth on Schedule 5.08, all
filings and other actions necessary to perfect the security interest in the Collateral created under the Collateral Documents have
been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent
for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security
interest in the Collateral, securing the payment of the Secured Obligations, and having priority over all other Liens on the Collateral
except in the case of (a) non-consensual Liens permitted under Section 7.01, to the extent any such Liens would have
priority over the Liens in favor of the Collateral Agent pursuant to any applicable Law, and (b) Liens not required to be
perfected by control or possession pursuant to the Collateral and Guarantee Requirement to the extent that all filings and other
actions necessary or desirable to perfect such security interest have been duly taken.


 


Section 5.09.Environmental
Compliance. Except as set forth on Schedule 5.09:


 


(a)The operations and
properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws
and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without
ongoing obligations or costs, and no circumstances exist that would be reasonably likely to (i) to the knowledge of the Loan
Parties, form the basis of an Environmental Action against any Loan Party or any Subsidiary or any of their properties or (ii) cause
any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law,
which, in each case, individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect.


 


(b)(i) None of the properties
currently or, to the knowledge of the Loan Parties, formerly, owned or operated by any Loan Party or any of its Subsidiaries is
listed or, to such Loan Party’s or each of its Subsidiaries’ knowledge, proposed for listing on the NPL or on the CERCLIS
or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no, and, to the knowledge of
the Loan Parties, never have been, any underground or aboveground storage tanks other than in compliance with applicable Environmental
Laws or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated,
stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of
its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries other than in compliance
with applicable Environmental Laws; (iii) other than in compliance with applicable Environmental Laws, there is no asbestos or
asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv)
Hazardous Materials have not been released, discharged or disposed of by any Loan Party or any of its Subsidiaries on any property
currently or formerly owned or operated by any Loan Party or any of its Subsidiaries other than in material compliance with applicable
Environmental Laws.


 






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(c)(i) Neither any Loan
Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially
responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release,
discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of
any governmental or regulatory authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated,
used, treated, handled or stored at, or transported by or on behalf of any Loan Party or any of its Subsidiaries to or from, any
property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have, to the knowledge of the Loan
Parties, been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.


 


(d)The Loan Parties have
obtained all material Environmental Permits required for ownership and operation of their property and business as presently conducted.
No Loan Party has received any written notification pursuant to any applicable Environmental Law or otherwise has knowledge that
(i) any work, repairs, construction or Capital Expenditures are required to be made in order to be in or continue to be in
compliance with any applicable Environmental Laws or any material Environmental Permit or (ii) any Environmental Permit is
about to be reviewed, made subject to new limitations or conditions, revoked, withdrawn or terminated.


 


(e)Except as would not
reasonably be expected to result in a material liability, no Loan Party nor any of its Subsidiaries has contractually assumed any
liability or obligation under or relating to any applicable Environmental Law.


 


(f)Nothing contained
in this Section 5.09 is intended to apply to any action, suit, investigation, litigation or proceeding (including any Environmental
Action) relating to exposure to asbestos, in any form, or any asbestos containing materials.


 


Section 5.10.Taxes.
(a) Each of the Loan Parties has timely filed all income and all other material tax returns and reports required to be filed,
and has timely paid all Taxes (whether or not shown on such tax returns or reports) and all other amounts of federal, provincial,
state, municipal, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are set forth on Schedule 5.10 or are being
contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.


 






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(b)Except as set forth on Schedule 5.10
or as would not, individually or in the aggregate, be reasonably likely to result in any material liability, (i) there are no claims
being asserted in writing with respect to any amounts of taxes, (ii) there are no presently effective waivers or extensions
of statutes in writing with respect to any amounts of taxes, and (iii) no tax returns are being examined by, and no written
notification of intention to examine has been received from, the Internal Revenue Service or any other taxing authority, in each
case, with respect to the Loan Parties.


 


(c)No Loan Party is party to any
tax sharing agreement other than with an affiliate included in a consolidated or combined tax return, provided that any
such tax sharing agreement shall be subject to the restrictions in Section 7.08.


 


Section 5.11.Compliance
with ERISA. (a) Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state
Laws, except as is not, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect.


 


(b)(i) No ERISA Event has
occurred or is reasonably expected to occur; (ii) none of the Loan Parties or any of their Subsidiaries has incurred, or reasonably
expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) none
of the Loan Parties or any of their Subsidiaries or any ERISA Affiliate has engaged in a transaction that would be subject to Section 4069
or 4212(c) of ERISA.


 


Section 5.12.Labor Matters.
There are no strikes pending or to the knowledge of the Loan Parties, threatened against the Loan Parties that, individually or
in the aggregate, would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees
of the Loan Parties have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable
Law dealing with such matters. All material payments due from the Loan Parties or for which any claim may be made against the Loan
Parties, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability
on the books of the Loan Parties to the extent required by GAAP. The consummation of the Transaction will not give rise to a right
of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party
(or any predecessor) is bound, other than collective bargaining agreements that, individually or in the aggregate, are not material
to the Loan Parties.


 


Section 5.13.Insurance.
The properties of the Loan Parties and their Subsidiaries are insured in the manner contemplated by Section 6.07.


 


Section 5.14.Subsidiaries;
Equity Interests. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Section 6.02(c) and
Section 6.11, none of the Loan Parties have any Subsidiaries other than those specifically disclosed in Schedule 5.14,
and all of the outstanding Equity Interests in each such Person and each such Subsidiary have been validly issued, are fully paid
and non-assessable. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Section 6.02(c)
and Section 6.11, Schedule 5.14 (a) sets forth the name and jurisdiction of organization of each Subsidiary of each
of the Loan Parties, (b) sets forth the ownership interest of each Loan Party and each of its Subsidiaries in each of their
respective Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of
which are required to be pledged pursuant to the Collateral and Guarantee Requirement and Section 6.11.


 






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Section 5.15.Margin Regulations;
Investment Company Act; PATRIOT Act. (a) None of the Loan Parties or any of their Subsidiaries is engaged nor will engage,
principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds
of the Credit Extension will be used for any purpose that violates Regulation U issued by the FRB.


 


(b)None of the Loan Parties or
any of their Subsidiaries or any Person controlling such Loan Party or any of its Subsidiaries is required to be registered as
an “investment company” under the Investment Company Act of 1940, as amended.


 


(c)None of the Loan Parties or
any of their Subsidiaries is in material violation of any applicable laws relating to money laundering, including the PATRIOT Act,
or terrorism, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Trading
with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R.
Subtitle B, Chapter V, as amended), or any enabling legislation or executive order relating thereto. None of the Loan
Parties or any of their Subsidiaries will knowingly use the proceeds of the Term Loan in violation of any of the foregoing statutes.


 


(d)No Loan Party (i) is a
person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive
order, or is otherwise associated with any such person in any manner that violates Section 2 of such executive order, or (iii) is
a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to blocking or specific trade
restrictions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or implementing executive
order.


 


Section 5.16.Disclosure.
No report, financial statement, certificate or other written information furnished by or on behalf of the Loan Parties to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered
hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains
when furnished any material misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not materially misleading; provided that with respect to projections
and other forward-looking information, Borrower represents only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time of preparation, it being understood that such projections may vary from actual results and
that such variances may be material. There are no facts known (or which should upon the reasonable exercise of diligence be known)
to Borrower (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements
furnished to Lenders for use in connection with the transactions contemplated hereby.


 






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Section 5.17.Intellectual
Property. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Section 6.02(c) and
Section 6.11, set forth on Schedule 5.17 is a complete and accurate list of all Registered patents, trademarks, service
marks, domain names and copyrights, owned by the Loan Parties as of such date, showing as of such date the jurisdiction in which
each such item of Registered Intellectual Property is registered or in which an application is pending and the registration or
application number. Each Loan Party owns or has the right to use, all of the trademarks, service marks, trade names, domain names,
copyrights, patents, know-how, technology and other intellectual property recognized under applicable Law (collectively, “Intellectual
Property”) that are material to the operation of their respective businesses as currently conducted and, to the knowledge
of the Loan Parties, the use of such Intellectual Property by such Person or the operation of their respective businesses is not
infringing upon any Intellectual Property rights held by any other Person except as would not, individually or in the aggregate,
be reasonably likely to have a Material Adverse Effect.


 


Section 5.18.Solvency.
After giving effect to the Transaction and the other transactions contemplated hereby, the Loan Parties are, on a consolidated
basis, Solvent.


 


Section 5.19.Material Agreements.
Schedule 5.19 contains a true, correct and complete list of all the Material Agreements in effect on the Closing Date, which,
together with any updates provided pursuant to Section 6.03(l), are in full force and effect and no defaults currently exist
thereunder (other than as described in Schedule 5.19 or in such updates).


 


Article VI


 


Affirmative Covenants


 


So long as any Lender
shall have any Term Loan Commitment hereunder, any portion of the Term Loan or other Obligation hereunder which is accrued and
payable shall remain unpaid or unsatisfied, Borrower shall, and shall cause each Loan Party to:


 


Section 6.01.Financial
Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:


 


(a)Monthly Reports.
As soon as available, and in any event within thirty (30) days after the end of each month, the consolidated and consolidating
balance sheet of Parent and its Subsidiaries as at the end of such month and the related consolidated and consolidating statements
of income, stockholders’ equity and cash flows of Parent and its Subsidiaries for such month and for the period from the
beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the
current Fiscal Year, all in reasonable detail, together with a schedule of reconciliations for any reclassifications with respect
to prior months or periods (and, in connection therewith, copies of any restated financial statements for any impacted month or
period), a Financial Officer Certification and a Narrative Report with respect thereto and any other operating reports prepared
by management for such period;


 






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(b)Quarterly Financial
Statements. As soon as available, and in any event within forty-five (45) days after the end of each Fiscal Quarter of
each Fiscal Year (including the fourth Fiscal Quarter), the consolidated and consolidating balance sheets of Parent and its Subsidiaries
as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income, stockholders’ equity
and cash flows of Parent and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current
Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal
Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;


 


(c)Annual Financial
Statements. As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, (i) the
consolidated and consolidating balance sheets of Parent and its Subsidiaries as at the end of such Fiscal Year and the related
consolidated and consolidating statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries for
such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the
corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together
with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated
financial statements a report thereon of Marcum LLP or other independent certified public accountants of recognized national standing
selected by Parent, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern
and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated
financial position of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash
flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed
in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements
has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified
public accountants stating (1) that their audit examination has included a review of the terms of the Loan Documents, (2) whether,
in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and,
if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that
nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is
not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (such
report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments
or reclassifications to the previously provided monthly or quarterly financials; and (z) restated monthly or quarterly financials
for any impacted periods);


 






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(d)Compliance Certificate.
Together with each delivery of financial statements of Parent and its Subsidiaries pursuant to Sections 6.01(a) (solely with
respect to the calculation of Monthly Excess Cash Flow), 6.01(b) and 6.01(c), a duly executed and completed Compliance Certificate;


 


(e)Statements of Reconciliation
after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used
in the preparation of the Audited Financial Statements, the consolidated financial statements of Parent and its Subsidiaries delivered
pursuant to Section 6.01(b) or 6.01(c) will differ in any material respect from the consolidated financial statements that
would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then,
together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all
such prior financial statements in form and substance satisfactory to Administrative Agent; and


 


(f) Financial Plan.
As soon as practicable and in any event no later than the last day of each Fiscal Year, a consolidated plan and financial forecast
for such Fiscal Year and each Fiscal Year (or portion thereof) through the Maturity Date (a “Financial Plan”),
including (i) a forecasted consolidated and consolidating balance sheet and forecasted consolidated and consolidating statements
of income and cash flows of Parent and its Subsidiaries for each such Fiscal Year, together with pro forma Compliance Certificates
for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, (ii) forecasted consolidated
and consolidating statements of income and cash flows of Parent and its Subsidiaries for each month of each such Fiscal Year, (iii) forecasts
demonstrating projected compliance with the requirements of Section 7.13 through the Maturity Date, and (iv) forecasts
demonstrating adequate liquidity through the Maturity Date, together, in each case, with an explanation of the assumptions on which
such forecasts are based all in form and substance reasonably satisfactory to the Administrative Agent.


 


Section 6.02.Certificates;
Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender:


 


(a)promptly after the
same are publicly available, (i) copies of all annual, regular, periodic and special reports and registration statements which
Parent files with the SEC or with any successor Governmental Authority (other than amendments to any registration statement (to
the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement
and, if applicable, any registration statement on Form S-8), and (ii) all press releases and other statements made available generally
by any Loan Party to the public concerning material developments in the business of the Loan Parties;


 






    	 	-58-	 



     


    

 


(b)promptly after the
receipt or furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Subsidiaries
(other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement
relating to Indebtedness in excess of the Threshold Amount;


 


(c)together with the
delivery of each Compliance Certificate pursuant to Section 6.01(d) (other than with respect to a Compliance Certificate delivered
with the financial statements pursuant to Section 6.01(a)), (i) a description of each event, condition or circumstance during
the last Fiscal Quarter covered by such Compliance Certificate requiring a prepayment under Section 2.02(b), (ii) a list
of Subsidiaries as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information
since the later of the Closing Date or the date of the last such list, (iii) a report supplementing Schedules 5.07(b)
and 5.17 and Schedules I and IV of the Security Agreement and (iv) such other information required by the Compliance Certificate;


 


(d)within fifteen (15)
days of filing or receipt of any written notification, copies of all Tax returns, waivers, amendments, requests for extension and
other written notifications which any Loan Party files with, or receives from, the Internal Revenue Service or any other taxing
authority;


 


(e)promptly after the
same are available to the applicable Loan Parties, copies of all monthly bank statements for each Deposit Account that is subject
to an account control agreement naming the Collateral Agent as secured party (or the equivalent) thereunder; and


 


(f)promptly, such additional
information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with
the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time
reasonably request.


 


Documents required
to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent
for further distribution to each Lender; provided that upon written request by the Administrative Agent, Borrower shall
deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request
to cease delivering paper copies is given by the Administrative Agent. Notwithstanding the foregoing, Borrower shall deliver originally
executed Compliance Certificates to the Administrative Agent (in addition to the electronic copies pursuant to the foregoing).
Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper
copies of such documents from the Administrative Agent and maintaining its copies of such documents.


 






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Section 6.03.Notice Requirements;
Other Information. (i) Promptly after a Responsible Officer obtains knowledge thereof, notify the Administrative Agent
of each of the following events or circumstances, and, (ii) as soon as available, provide to the Administrative Agent, for
prompt further distribution to each Lender, the following information and documents:


 


(a)the occurrence of
any Default, which notice shall specify the nature thereof, the period of existence thereof and what action Borrower has taken
or proposes to take with respect thereto;


 


(b)the occurrence of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;


 


(c)the commencement of,
or any material development in, any litigation or governmental proceeding (including without limitation pursuant to any applicable
Environmental Law) pending against any Loan Party that could reasonably be expected to be determined adversely and, if so determined,
to result in a Material Adverse Effect;


 


(d)the occurrence of
any ERISA Event above the Threshold Amount or the breach of any representation in Section 5.12;


 


(e)the occurrence of
any event triggering a Collateral and Guarantee Requirement under Section 6.11;


 


(f)any information with
respect to environmental matters as required by Section 6.04(b);


 


(g)copies of all notices,
requests and other documents received by any Loan Party or any of its Subsidiaries under or pursuant to any instrument, indenture,
loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount regarding or related to any event
of default by any Loan Party party thereto or any other event that could otherwise have a Material Adverse Effect and copies of
any amendment, modification or waiver of any provision of any such instrument, indenture, loan or credit or similar agreement relating
to any Indebtedness in excess of the Threshold Amount and, from time to time upon request by the Administrative Agent, such information
and reports regarding such instruments, indentures and loan and credit and similar agreements relating to any Indebtedness in excess
of the Threshold Amount as the Administrative Agent may reasonably request;


 


(h)a tax event or liability
not previously disclosed in writing by Borrower to the Administrative Agent which would reasonably be expected to result in a liability
having a Material Adverse Effect, together with any other information as may be reasonably requested by the Administrative Agent
to enable the Administrative Agent to evaluate such matters;


 


(i)any occurrence of
a Change of Control;


 






    	 	-60-	 



     


    

 


(j)any change (i) in
any Loan Party’s corporate name, (ii) any Loan Party’s identity and corporate structure, (iii) any Loan Party’s
taxpayer identification number or (iv) any Loan Party’s location of its principal place of business. Borrower agrees
that it will not, and will not permit any of its Subsidiaries to, permit or make any change referred to in this Section 6.03(j)
unless all filings have been made under the Uniform Commercial Code within the time periods provided therein or otherwise that
are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected
first priority security interest in the Collateral and for the Collateral Agent at all times following such change to have a valid,
legal and perfected first priority security interest as contemplated by the Collateral Documents;


 


(k)promptly upon the
discovery of any material inaccuracy, miscalculation or misstatement contained in any Compliance Certificate or other certificate
provided for any period that affects any financial or other calculations, representations or warranties or other statements impacting
any provision of this Agreement and any other Loan Document in any material respect, notice of such inaccuracy, miscalculation
or misstatement together with an updated certificate including the corrected information, calculation or statement, as applicable;


 


(l)promptly, and in any
event within ten (10) Business Days after (i) any Material Agreement of any Loan Party is terminated or amended in a manner that
is materially adverse to any Loan Party, as the case may be, or (ii) any new Material Agreement is entered into, a written
statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to
the extent such delivery is permitted by the terms of any such Material Agreement, provided, no such prohibition on delivery
shall be effective if it were bargained for by any Loan Party with the intent of avoiding compliance with this Section 6.03(l)),
and an explanation of any actions being taken with respect thereto;


 


(m)each year, at the
time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 6.01(c), Borrower
shall deliver to Collateral Agent an Officer’s Certificate either (i) confirming that there has been no change in such
information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate
delivered pursuant to this Section and/or identifying such changes, or (ii) certifying that all UCC financing statements
(including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record
in each governmental, municipal or other appropriate office in each jurisdiction identified in the Collateral Questionnaire or
pursuant to clause (i) above to the extent necessary to perfect the security interests under the Collateral Documents for
a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to
any continuation statements to be filed within such period);


 


(n)any management letter
delivered to management of any Loan Party by an independent registered public accounting firm; and


 






    	 	-61-	 



     


    

 


(o)any and all material
information and/or documentation regarding any potential merger, acquisition or Change of Control transaction contemplated by any
Loan Party, provided that the provision of any such information shall not be deemed to be a consent to any such merger or
Change of Control transaction or a cure or waiver of any Event of Default which occurs in connection with such merger or Change
of Control transaction, it being understood that such Event of Default may only be waived with the express consent of Required
Lenders.


 


Section 6.04.Environmental
Matters. (a) (i) Comply and cause each of its Subsidiaries and take all commercially reasonable efforts to cause all lessees
and other Persons operating or occupying any real property owned or leased by the Loan Parties to comply, in all material respects,
with all applicable Environmental Laws and Environmental Permits; (ii) obtain and renew, and cause each of its Subsidiaries to
obtain, maintain and timely renew, all Environmental Permits required under Environmental Laws for its operations and properties;
and (iii) conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake
any cleanup, removal, remedial or other action required to remove and clean up all releases or threatened releases of Hazardous
Materials from any of its properties, as required under, and in accordance with the requirements of all Environmental Laws; provided,
however, that none of the Loan Parties shall be required to undertake any such cleanup, removal, remedial or other action to
the extent that its obligation to do so is being contested in good faith and by proper proceedings and, to the extent required
by GAAP, appropriate reserves are being maintained with respect to such circumstances.


 


(b)Environmental Reporting Requirements.
Promptly, and in any event within ten (10) Business Days, after a Responsible Officer obtains knowledge thereof, notify the
Administrative Agent of or, deliver to the Administrative Agent, for further distribution to each Lender copies of any and all
material, non-privileged written communications and material, non-privileged documents concerning:


 


(i)any Environmental
Action against or of any non-compliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental
Permit that would (1) reasonably be expected to result in a liability to any Loan Party in excess of $100,000 or (2) cause
any Mortgaged Properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental
Law;


 


(ii)to the extent any
of the following is reasonably expected to result in a liability to any Loan Party in excess of $100,000: (1) any occurrence
of any release or threatened release of Hazardous Materials required to be reported to any Governmental Authority under applicable
Environmental Law, (2) any remedial actions taken by any Loan Party or its Subsidiaries in respect of any such release or
threatened release that could reasonably be expected to result in an Environmental Action or (3) the Loan Parties’ discovery
of any occurrence of or condition on any real property adjoining or in the vicinity of any site or facility that would be reasonably
expected to cause such site or facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability
or use thereof under any Environmental Laws;


 






    	 	-62-	 



     


    

 


(iii)to the extent reasonably
expected to result in a liability to any Loan Party in excess of $100,000, any action proposed to be taken by any Loan Party
to modify current operations in a manner that would reasonably be expected to subject the Loan Parties to any material additional
obligations or requirements under Environmental Laws;


 


(iv)copies of all material
environmental reports or audits (whether produced by any Loan Party or any third party or Governmental Authority) and any Phase
I or Phase II reports in respect of any sites or real property owned, leased or operated by any Loan Party that are in possession
or control of any Loan Party;


 


(v)to the extent any
of the following is reasonably expected to result in a liability to any Loan Party in excess of $100,000: copies of any and all
material, non-privileged written communications with respect to (A) any Environmental Action, (B) any release or threatened
release or non-compliance with any Environmental Law required to be reported to any Governmental Authority and (C) any request
for information from a Governmental Authority that suggests such Governmental Authority is investigating the potential responsibility
of any Loan Party as a potentially responsible party;


 


(vi)the good faith belief
that a release of Hazardous Materials, or a violation of Environmental Law reasonably likely to result in a fine or penalty in
excess of $100,000, has occurred on or after the Closing Date, and within sixty (60) days after such request and at the expense
of Borrower, any additional environmental site assessment reports for any of its or its Subsidiaries’ properties described
in such request prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or
absence of such Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any
such Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent reasonably
determines at any time that a material risk exists that any such report will not be provided within the time referred to above,
the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of Borrower, and Borrower
hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant at the time of such
request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof, the right, subject to the
rights of tenants, to enter onto their respective properties to undertake such an assessment; and


 


(vii)any such other documents
and information as the Administrative Agent may reasonably request from time to time.


 


Section 6.05.Maintenance
of Existence. (a) Preserve, renew and maintain in full force and effect its legal existence, structure and name under
the Laws of the jurisdiction of its organization and (b) take all commercially reasonable action to maintain all rights, privileges
(including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except
pursuant to a transaction permitted by Section 7.04 and Section 7.05.


 






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Section 6.06.Maintenance
of Properties. Maintain, preserve and protect all of its material properties and equipment that are used or useful in the operation
of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted,
and make all commercially reasonable and appropriate repairs, renewals, replacements, modifications, improvements, upgrades, extensions
and additions thereof except where failure to do so would not reasonably be expected to materially adversely affect the use of
the related property.


 


Section 6.07.Maintenance
of Insurance. Maintain or cause to be maintained, with financially sound and reputable insurers, (i) business interruption
insurance reasonably satisfactory to Administrative Agent, and (ii) casualty insurance, such public liability insurance, third
party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses
of Parent and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles,
covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality
of the foregoing, Parent and its Subsidiaries will maintain or cause to be maintained (a) flood insurance with respect to
each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case
in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement
value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with
such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Lenders
as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain
a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf
of Secured Parties as the loss payee thereunder and provides for at least thirty (30) days’ prior written notice to Collateral
Agent of any modification or cancellation of such policy. The Administrative Agent agrees that as of the Closing Date, the insurance
coverages of Borrower and each other Loan Party complies with the terms of this Section.


 


Section 6.08.Compliance
with Laws. Comply with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to
it or to its business or property, except where such non-compliance is not, either individually or in the aggregate, reasonably
likely to have a Material Adverse Effect.


 


Section 6.09.Books and
Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects
and as are sufficient to permit the preparation of financial statements in conformity with GAAP consistently applied shall be made
of all material financial transactions and matters involving the assets and business of the Loan Parties, as the case may be.


 






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Section 6.10.Inspection
Rights/Lender Meetings. (a) Permit representatives of the Administrative Agent to visit and inspect any properties of the Loan
Parties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all
at the reasonable expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to Borrower, subject to such representative being subject to the supervision of Borrower’s
personnel; provided, however, that the Administrative Agent shall not exercise such rights more than four (4) times
during any Fiscal Year absent the occurrence of an Event of Default.


 


(b)Borrower will (or Parent, as
applicable), schedule one (1) telephonic or, at the discretion of the Administrative Agent, in-person conference per Fiscal Quarter
among the Administrative Agent, the Lenders and the chief financial officer and chief executive officer of Parent to be held at
Parent’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at such time
as may be agreed to by Borrower and Administrative Agent.


 


Section 6.11.Covenant to
Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect Subsidiaries
by any Loan Party or (y) the acquisition of any property by any Loan Party (it being understood that, in the case of real
property under the foregoing clauses (x) and (y), only the requirements of Section 6.11(g), which requirements shall
apply only to Material Owned Property, Section 6.11(b) and Section 6.11(f) shall apply), and such property, in the sole
judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the
Collateral Agent for the benefit of the Secured Parties, then each Loan Party shall, in each case at such Loan Party’s expense:


 


(a)in connection with
the formation or acquisition of a Subsidiary, within thirty (30) days after such formation or acquisition (or such longer
period as the Collateral Agent may agree in its sole discretion), cause each such Subsidiary that is required to be a Guarantor
pursuant to the Collateral and Guarantee Requirement, to duly execute and deliver to the Collateral Agent a guaranty or guaranty
supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ Obligations
under the Loan Documents;


 


(b)within thirty (30)
days after (or such longer period as the Collateral Agent may agree in its sole discretion) such formation or acquisition, furnish
to the Collateral Agent a description of the Material Owned Properties and material personal properties of such Subsidiary that
is required to become a Guarantor under the Collateral and Guarantee Requirement or the Material Owned Property and personal properties
so acquired, in each case in detail reasonably satisfactory to the Collateral Agent;


 






    	 	-65-	 



     


    

 


(c)within thirty (30)
days after (or such longer period as the Collateral Agent may agree in its sole discretion) (i) acquisition of property by
any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such additional
pledges, assignments, Security Agreement Supplements, Securities Pledge Agreement Supplements, Intellectual Property Security Agreement
Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting
of a security interest in which can be effected through the execution of a joinder agreement or supplement to the Securities Pledge
Agreement (a “Securities Pledge Agreement Supplement”), a joinder agreement or supplement to the Security Agreement
(a “Security Agreement Supplement”) or a joinder agreement or supplement to the Intellectual Property Security
Agreement (an “Intellectual Property Security Agreement Supplement”) shall be effected in such manner), as specified
by, and in form and substance reasonably satisfactory to the Collateral Agent, in each case securing payment of all the Obligations
of such Loan Party under the Loan Documents and granting Liens on all such properties and (ii) such formation or acquisition
of any new Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, duly execute and deliver
and cause such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement and each Loan Party
acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent pledges, assignments, Security
Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent
applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution
of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) as specified
by, and in form and substance reasonably satisfactory to, the Collateral Agent, in each case securing payment of all of the Obligations
of such Subsidiary or Loan Party, respectively, under the Loan Documents and granting Liens on all properties of such new Subsidiary;


 


(d)within thirty (30)
days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, take,
and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral
and Guarantee Requirement to take or cause to be taken, whatever action (including, without limitation, the filing of Uniform Commercial
Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable
in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent
designated by it) valid, perfected (subject to the Collateral and Guarantee Requirement) Liens on the properties purported to be
subject to the pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and security
agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms;


 


(e)within thirty (30)
days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, deliver
to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion
in customary form, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties reasonably
acceptable to the Collateral Agent addressing such matters as the Collateral Agent may reasonably request;


 






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(f)at any time and from
time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is
required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments
and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become
a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent may deem reasonably
necessary or desirable to satisfy the Collateral and Guarantee Requirement in obtaining the full benefits of, or in perfecting
and preserving the Liens granted pursuant to (as applicable), such guaranties, Mortgages, pledges, assignments, Security Agreement
Supplements, Intellectual Property Security Agreement supplements and security agreements;


 


(g)after the Closing
Date, promptly within sixty (60) days after (x) the acquisition of any Material Owned Property by any Loan Party or (y) the
formation or acquisition of any new direct or indirect Subsidiaries that owns any Material Owned Property, in each case if such
Material Owned Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement,
Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such real property to be subjected
to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee
Requirement with respect to such real property, and will take, or cause the relevant Loan Party to take, such actions as shall
be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien;
and


 


(h)upon the written request
of the Administrative Agent following a Change in Law pursuant to which the Administrative Agent reasonably determines that (x)
the circumstances causing the undistributed earnings of any Foreign Subsidiary (as determined for United States federal income
tax purposes) to be treated as a deemed dividend to Borrower or any other Domestic Subsidiary for United States federal income
tax purposes or (y) such other circumstances no longer subject Borrower or any other Domestic Subsidiary to liability for any additional
United States income taxes by virtue of Section 956 of the Code or any other applicable provision of the Code (“CFC
Pledge Restrictions”), then that portion of such Foreign Subsidiary’s outstanding Equity Interests issued by such
Foreign Subsidiary not theretofore pledged pursuant to the relevant Collateral Document shall be pledged to the Collateral Agent
for the benefit of the Secured Parties pursuant to a supplement to the relevant Collateral Document (or another pledge agreement
in substantially identical form, if needed) to the extent that entering into such Collateral Document is permitted by the Laws
of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 6.11(h) to be in form, scope
and substance reasonably satisfactory to the Collateral Agent, unless counsel for Borrower reasonably acceptable to the Administrative
Agent provides, within sixty (60) days after such written request of the Administrative Agent, a written opinion addressed
to Borrower and the Administrative Agent, in form and substance mutually satisfactory to Borrower and the Administrative Agent
to the effect that, with respect to any direct Foreign Subsidiary of any Loan Party that has not already had all of the Equity
Interests issued by it pledged pursuant to the Collateral Documents, a pledge of more than 65% of the total combined voting power
of all classes of Equity Interests of such Foreign Subsidiary entitled to vote could reasonably be expected, despite such Change
in Law, to continue to be subject to a CFC Pledge Restriction.


 






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Section 6.12.Use of Proceeds.
The proceeds of the Term Loan shall be used to (i) make a dividend to Parent in order to permit Parent to repay the Exworks Facility,
together with any other Indebtedness of Parent identified to the Administrative Agent to be repaid on the Closing Date (other than
the Surviving Indebtedness), (ii) repay fees and expenses associated with the financing and (iii) fund cash on the balance sheet
for working capital and other general corporate purposes.


 


Section 6.13.Further Assurances.
At any time or from time to time upon the request of Administrative Agent or Collateral Agent, each Loan Party will, at its expense:


 


(a) correct,
and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Loan Document
or in the execution, acknowledgment, filing or recordation thereof;


 


(b) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,
conveyances, pledge agreements, Mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof,
termination statements, notices of assignment, transfers, certificates, collateral access agreements, assurances and other instruments
as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry
out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any
Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended
to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any
of the Collateral Documents and any of the Liens intended to be created thereunder and (iii) assure, convey, grant, assign,
transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended
to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan
Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so;


 


(c) use
commercially reasonable efforts to cause any third parties to deliver or cause to be delivered such documents and instruments necessary
to create, perfect and protect the security interests of the Secured Parties in the Collateral, subject to the express limitations
of the Collateral and Guarantee Requirement; and


 


(d) use
commercially reasonable efforts to obtain the applicable consents to security interests in assets in which the granting of a security
interest is prohibited by applicable law or agreements containing anti-assignment clauses (it being understood that the Loan Parties
shall not be required to commence litigation or expend any sums of money (except reasonable expenses in obtaining such consents)
to obtain such consents).


 






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Section 6.14.Taxes.
(a) Pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all Taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely
basis, which, if unpaid when due and payable, may reasonably be expected to become a tax Lien upon any properties of the Loan Parties
not otherwise permitted under this Agreement; provided that no Loan Party shall be required to pay any such Tax, assessment,
charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with GAAP unless and until any tax Lien resulting therefrom attaches to its property and becomes
enforceable against its other creditors.


 


(b) With
respect to Parent, be classified as a corporation for United States federal income tax purposes.


 


Section 6.15.End of Fiscal
Years; Fiscal Quarters. Cause (i) its Fiscal Year to end on or about December 31 of each calendar year and (ii) its
Fiscal Quarters to end on or about March 31, June 30, September 30 and December 31 of each calendar year, in
each case unless otherwise approved by the Administrative Agent.


 


Section 6.16.ERISA.
Deliver to the Administrative Agent:


 


(a) ERISA
Events and ERISA Reports (i) promptly and in any event within ten (10) days after any Loan Party, any Subsidiary
or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of a Responsible Officer of Borrower
describing such ERISA Event and the action, if any, that such Loan Party, such Subsidiary or such ERISA Affiliate has taken and
proposes to take with respect thereto and (ii) within ten (10) days of the date any records, documents or other information
must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents
and information;


 


(b) Plan
Terminations. Promptly and in any event within two (2) Business Days after receipt thereof by any Loan Party or any ERISA
Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer
any Plan.


 


(c)Plan
Annual Reports. Promptly and in any event within thirty (30) days after the filing thereof with the Internal Revenue Service,
copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan.


 


(d)Multiemployer
Plan Notices. Promptly and in any event within five (5) Business Days after receipt thereof by any Loan Party, any Subsidiary
or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (i) the imposition of Withdrawal
Liability by any such Multiemployer Plan, (ii) the reorganization or termination, or a determination that such Multiemployer
Plan is in endangered or critical status, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (iii) the
amount of liability incurred, or that may be incurred, by such Loan Party, such Subsidiary or such ERISA Affiliate in connection
with any event described in clause (i) or (ii).


 






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Section 6.17.Board Observer
Rights. Parent and its Subsidiaries shall permit the Administrative Agent on behalf of all of the Lenders (the “Observer”)
to attend and observe (but not vote) at all meetings of Parent’s (or any Subsidiary’s, as applicable) board of directors
or similar governing body (the “Board”) or any committee thereof (each a “Committee”), whether
in person, by telephone or otherwise as requested by the Observer. Parent and such Subsidiaries shall notify the Observer in writing
at the same time as furnished to members of the applicable Board or Committee of (i) the date and time for each general or
special meeting of any such Board or Committee and (ii) the adoption of any resolutions or actions by any such Board or any
such Committee by written consent (describing, in reasonable detail, the nature and substance of such action). Parent and each
of its Subsidiaries shall concurrently deliver to the Observer all notices and any materials delivered to the official members
of such Board or Committee in connection with a meeting or action to be taken by written consent, including a draft of any material
resolutions or actions proposed to be adopted by written consent. Notwithstanding the foregoing, the Observer shall not be entitled
to receive materials relating to, or be in attendance for any discussions relating to topics which (x) are subject to attorney
client privilege, or (y) present a conflict of interest for the Observer. All such discussions and materials shall be subject
to the confidentiality provisions set forth in Section 10.08.


 


Section 6.18.Post-Closing
Obligations. Within the time periods specified on Schedule 6.18 (as each may be extended by the Administrative Agent in its
reasonable discretion), complete such undertakings as are set forth on Schedule 6.18.


 


Section 6.19.Account Control
Agreement. In the event that the balance of cash in Parent’s deposit account at Bank of America with account number ending
xx6147 exceeds the Threshold Amount, Parent shall, within 30 days of such occurrence (or such longer period as may be agreed to
by the Collateral Agent in its sole discretion), enter into a deposit account control agreement with respect to such account for
the benefit of Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent.


 


Article VII


 


Negative Covenants


 


So long as any Lender
shall have any Term Loan Commitment hereunder, any portion of the Term Loan or other Obligation hereunder which is accrued and
payable shall remain unpaid or unsatisfied, Borrower shall not, nor shall Borrower permit any Loan Party to, directly or indirectly:


 


Section 7.01.Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues (including accounts receivable),
whether now owned or hereafter acquired, other than the following:


 


(a)Liens pursuant to
any Loan Document;


 






    	 	-70-	 



     


    

 


(b)Liens existing on
the date hereof and listed on Schedule 7.01;


 


(c)Liens for taxes, assessments
or governmental charges which are not overdue for a period of more than forty-five (45) days or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person
to the extent required in accordance with GAAP;


 


(d)statutory or common
law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, suppliers, construction contractors or other
like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than forty five (45)
days or if more than forty five (45) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action
has been taken to enforce such Lien or which are being contested in good faith, if adequate reserves with respect thereto are maintained
on the books of the applicable Person to the extent required in accordance with GAAP;


 


(e)(i) pledges or
deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation, (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or
indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Loan Parties and (iii) Liens securing the financing of
insurance premiums (to the extent such Liens extend to the unearned premiums for such insurance);


 


(f)deposits to secure
the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory
obligations, surety, stay, indemnity, customs and appeal bonds, performance bonds and other obligations of a like nature (including
those to secure health, safety and environmental obligations) incurred in the ordinary course of business;


 


(g)easements, rights-of-way,
covenants, conditions, restrictions, encroachments, and other survey defects protrusions and other similar encumbrances and minor
title defects affecting real property which were not incurred in connection with Indebtedness and do not in any case materially
and adversely interfere with the use of the property encumbered thereby for its intended purposes;


 


(h)Liens securing Indebtedness
permitted under Section 7.03(c); provided that (i) such Liens attach concurrently with or within one hundred twenty
(120) days after the acquisition, or the completion of the construction, repair, replacement or improvement (as applicable) of
the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed
by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof
and customary security deposits, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover
any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits)
other than the assets subject to such Capital Leases;


 






    	 	-71-	 



     


    

 


(i)Liens that are contractual
rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not
given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Loan Parties
or any Subsidiary (so long as such Subsidiary remains a Subsidiary) to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Loan Parties or such Subsidiary or (iii) relating to purchase orders and
other agreements entered into with customers of the Loan Parties in the ordinary course of business;


 


(j)Liens arising from
precautionary Uniform Commercial Code financing statement filings regarding leases entered into by Borrower in the ordinary course
of business;


 


(k)any zoning, land-use
or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;
and


 


(l)the modification,
replacement, renewal or extension of any Lien permitted by clause (b) of this Section 7.01; provided that (i) the
Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into
the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products
thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted
by Section 7.03.


 


Section 7.02.Investments.
Make any Investments, except:


 


(a)Investments in cash
and Cash Equivalents;


 


(b)equity Investments
owned as of the Closing Date in any Subsidiary and Investments made by Parent after the Closing Date in Borrower and any wholly-owned
Guarantor Subsidiary (including, without limitation, with proceeds of issuances of the Equity Interests of Parent);


 


(c)intercompany loans
to the extent permitted by Section 7.03(h);


 


(d)to the extent constituting
Investments, Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments expressly permitted under Section 7.01,
Section 7.03, Section 7.05 and Section 7.06, respectively; provided, however, that no Investments may be
made solely pursuant to this Section 7.02(d);


 






    	 	-72-	 



     


    

 


(e)Investments existing
on the date hereof and disclosed on Schedule 7.02 and Investments consisting of any modification, replacement, renewal, reinvestment
or extension of any such Investment existing on the date hereof; provided that the amount of any Investment permitted pursuant
to this Section 7.02(e) is not increased from the amount of such Investment on the Closing Date; and


 


(f)other Investments
made by Parent in Fit Pay with the proceeds of Retained ECF received by Parent pursuant to Section 7.06(c).


 


Section 7.03.Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted
Indebtedness”):


 


(a)Obligations of the
Loan Parties under the Loan Documents;


 


(b)Surviving Indebtedness
listed on Schedule 7.03, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and
extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this
Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable
to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof
is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted
under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was
not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the
Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default
has occurred and is continuing or would result therefrom;


 


(c)Indebtedness with
respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $100,000 in the aggregate at any time outstanding;
provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall
be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness,
as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate
consideration paid with respect to such asset;


 


(d)Indebtedness in respect
of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the
ordinary course of business and not for speculative purposes;


 


(e)Indebtedness incurred
by Borrower in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments
issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or
other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type
obligations regarding workers compensation claims;


 






    	 	-73-	 



     


    

 


(f)Indebtedness incurred
by Borrower in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the
result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within
the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with
GAAP;


 


(g)Indebtedness consisting
of guarantees resulting from endorsement of negotiable instruments for collection by Borrower in the ordinary course of business;


 


(h)Indebtedness of (i)
Parent to any Guarantor Subsidiary, (ii) any Guarantor Subsidiary to any other Guarantor Subsidiary and (iii) any Guarantor Subsidiary
to Parent; provided, (x) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject
to a first priority Lien pursuant to the Collateral Documents and (y) all such Indebtedness shall be unsecured and subordinated
in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that in any such case, is reasonably satisfactory to the Administrative Agent; and


 


(i)Indebtedness consisting
of the Fit Pay Earnout.


 


Section 7.04.Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or 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:


 


(a)Dispositions pursuant
to Section 7.05; and


 


(b)any Guarantor Subsidiary
may be merged with or into any other Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business,
property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions,
to any Guarantor Subsidiary.


  


Section 7.05.Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:


 


(a)Dispositions of obsolete,
worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property
no longer used or useful in the conduct of the business of Borrower;


 


(b)Dispositions of inventory
and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration
of any immaterial Intellectual Property to lapse or go abandoned in the ordinary course of business);


 






    	 	-74-	 



     


    

 


(c)Dispositions permitted
by Section 7.02, Section 7.04, Section 7.06 and Section 7.13 and Liens permitted by Section 7.01;


 


(d)Dispositions in the
ordinary course of business of cash and Cash Equivalents;


 


(e)Dispositions, the
proceeds of which are less than $100,000 in any Fiscal Year; and


 


(f)Dispositions resulting
from Casualty Events; provided that the Net Cash Proceeds thereof shall be applied in accordance with the requirements of
Section 2.02(b)(iii).


 


Section 7.06.Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, except:


 


(a)any Subsidiary may
make Restricted Payments to Borrower;


 


(b)to the extent constituting
Restricted Payments, the Loan Parties may enter into and consummate transactions expressly permitted by any provision of Section 7.02
or Section 7.08;


 


(c)Restricted Payments
made by Borrower to Parent with the proceeds of Retained ECF; provided that at the time of such Restricted Payment and after
giving effect thereto (i) no Event of Default shall have occurred and is continuing and (ii) Borrower is in pro forma compliance
with the financial covenants set forth in Section 7.13;


 


(d)Restricted Payments
made by Borrower to Parent on the Closing Date with the proceeds from the Term Loan in order to permit Parent to repay in full
the Exworks Facility, together with any other Indebtedness identified by Parent to the Administrative Agent;


 


(e)distributions with
respect to Parent’s Equity Interests payable solely in shares of its Qualified Equity Interests (or the equivalent thereof);


 


(f)the Parent’s
purchase, redemption, retirement, or other acquisition of shares of its Equity Interests with the proceeds received from a substantially
concurrent issue of new shares of its Qualified Equity Interests;


 


(g)cash payments made
to redeem, purchase, repurchase or retire the Warrant Obligations in accordance with the terms of the Warrant Certificates;


 


(h)Fit Pay may make Restricted
Payments to Parent; and


 


(i)cash payments made
by Parent to the holders of Parent’s Series C Non-Convertible Voting Preferred Stock to pay dividends in such amounts and
at such times as is specified in the Series C Designation; provided that at the time of such Restricted Payment and after
giving effect thereto (i) no Event of Default shall have occurred and is continuing and (ii) Borrower is in pro forma compliance
with the financial covenants set forth in Section 7.13.


 






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Section 7.07.Change in
Nature of Business. Engage in any line of business other than those lines of business conducted by the Loan Parties on the
Closing Date.


 


Section 7.08.Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of Parent, whether or not in the ordinary course
of business, other than:


 


(a)transactions on terms
substantially as favorable to Parent or such Subsidiary as would be obtainable by Parent or such Subsidiary at the time in a comparable
arm’s-length transaction with a Person other than an Affiliate;


 


(b)the Transaction, including
entering into this Agreement and the Loan Documents, together with all agreements ancillary hereto or thereto;


 


(c)customary compensation
and indemnification of, and other employment arrangements with, directors, officers and employees of Parent and its Subsidiaries
in the ordinary course of business; and


 


(d)Restricted Payments
permitted under Section 7.06.


 


Section 7.09.Prepayments
of Certain Indebtedness; Modifications of Certain Indebtedness and Material Agreements. Except in each case as otherwise expressly
permitted by this Agreement:


 


(a)directly or indirectly,
voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect
of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations and (ii) Indebtedness secured by a Permitted
Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 7.05;


 


(b)amend or permit any
amendments to, or terminate or waive any provision of, any Material Agreement if such amendment, termination, or waiver would be
adverse to the Lenders;


 


(c)amend or permit any
amendments to the Promissory Note in any manner that is adverse to the Lenders (which shall include, without limitation, increases
to the principal amount, increases to the interest rate thereof and shortening the timing for payments thereunder);


 






    	 	-76-	 



     


    

 


(d)directly or indirectly,
voluntarily or involuntarily purchase, redeem, defease, pay or prepay any principal of, premium, if any, interest or other amount
payable in respect of the Fit Pay Earnout on or prior to its scheduled maturity, unless at the time of such payment and after giving
effect thereto (i) no Event of Default shall have occurred and is continuing and (ii) Borrower is in pro forma compliance with
the financial covenants set forth in Section 7.13;


 


(e)amend or permit any
amendments to the Fit Pay Merger Agreement that affect the Fit Pay Earnout in any manner that is adverse to the Lenders (which
shall include, without limitation, increases to the Fit Pay Earnout and shortening the timing for payments thereunder); and


 


(f)amend or permit any
amendments to the Series C Designation in any manner that is adverse to the Lenders (which shall include, without limitation, increases
to the “Dividend Rate” as defined therein, increases to the “Stated Value” as defined therein, shortening
the timing for payments of dividends thereunder, and any other amendments that have the effect of increasing the dividends or other
amounts payable thereunder or accelerating the payment thereof).


 


Section 7.10.Negative Pledge.
Except as provided herein, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary of Parent to (a) pay dividends or make any other distributions on any of such
Subsidiary’s Equity Interests owned by Parent or any other Subsidiary of Parent, (b) repay or prepay any Indebtedness
owed by such Subsidiary to Parent or any other Subsidiary of Parent, (c) make loans or advances to Borrower or any Subsidiary
of Parent, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Parent other than restrictions
(i) in agreements evidencing purchase money Indebtedness permitted by Section 7.03(c) that impose restrictions on the
property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in
leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iii) that
are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets
or Equity Interests not otherwise prohibited under this Agreement.


 


Section 7.11.Amendments
to Constitutive Documents. Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or
other constitutive documents in a manner adverse to the interests of the Lenders.


 


Section 7.12.Sale Leasebacks.
Permit or permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other
surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which
such Loan Party (a) has sold or transferred or is to sell or to transfer to any other Person or (b) intends to use for
substantially the same purpose as any other property which has been or is to be sold or transferred by such Loan Party to any Person
in connection with such lease.


 






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Section 7.13.Financial
Covenants.


 


(a)Fixed Charge Coverage Ratio.
Borrower shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter, beginning with June 30, 2018,
to be less than the correlative ratio indicated:


 


	Fiscal

Quarter	 	Fixed Charge

Coverage Ratio
	 	 	 
	June 30, 2018	 	3.00:1.00
	September 30, 2018	 	3.00:1.00
	December 31, 2018	 	3.00:1.00
	March 31, 2019	 	3.25:1.00
	June 30, 2019	 	3.25:1.00
	September 30, 2019	 	3.50:1.00
	December 31, 2019	 	3.50:1.00
	March 31, 2020	 	3.75:1.00
	June 30, 2020	 	3.75:1.00
	September 30, 2020	 	3.75:1.00
	December 31, 2020	 	3.75:1.00
	March 31, 2021 and thereafter	 	4.00:1.00


 


(b)Leverage Ratio. Borrower
shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with June 30, 2018, to exceed the correlative
ratio indicated:


 


	Fiscal

Quarter	 	Leverage

Ratio
	 	 	 
	June 30, 2018	 	2.60:1.00
	September 30, 2018	 	2.60:1.00
	December 31, 2018	 	2.60:1.00
	March 31, 2019	 	2.25:1.00
	June 30, 2019	 	2.25:1.00
	September 30, 2019	 	2.25:1.00
	December 31, 2019	 	2.25:1.00
	March 31, 2020 and thereafter	 	2.00:1.00


 


(c)Certain Calculations.
With respect to any period during which a Disposition has occurred, for purposes of determining compliance with the financial covenants
set forth in this Section 7.13, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated
with respect to such period on a pro forma basis (including pro forma adjustments approved by Administrative Agent in its reasonable
discretion) using the historical audited financial statements of any business sold or to be sold and the consolidated financial
statements of Parent and its Subsidiaries which shall be reformulated as if such Disposition, and any Indebtedness repaid in connection
therewith, had been consummated or repaid at the beginning of such period.


 






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Section 7.14.Activities
of Parent. Parent shall not engage in any business activities and shall not own any property
other than (a) ownership of 100% of the Equity Interests of its Subsidiaries, (b) activities and contractual rights incidental
to maintenance of its corporate existence and ownership of the Equity Interests of its Subsidiaries, and (c) the performance of
its obligations under (i) the Loan Documents to which it is a party, (ii) its Organization Documents, (iii) customary indemnification
agreements with directors and officers of Parent entered into in the ordinary course of business, and (iv) transactions entered
into in connection with that certain Master Product Development Agreement, dated as of December 31, 2015, by and among Parent and
WorldVentures Holdings, LLC, a Nevada limited liability company.


 


Section 7.15.Accounting
Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP or (b) Fiscal
Year.


 


Section 7.16.OFAC.
(a)  Become a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of
Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section 2
of such executive order, or is otherwise associated with any such person in any manner that violates Section 2 of such executive
order or (c) become a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to
blocking or specific trade restrictions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation
or implementing executive order.


 


Article VIII


 


Events of Default and Remedies


 


Section 8.01.Events of
Default. Any of the following events referred to in any of clauses (a) through (n) inclusive of this Section 8.01
shall constitute an “Event of Default”:


 


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


 






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(b)Specific Covenants.
Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, Section 6.02, Section 6.03,
Section 6.05, Section 6.06, Section 6.08, Section 6.11, Section 6.12, Section 6.14, Section 6.16,
Section 6.17 or Article VII; provided, however, that Borrower’s failure to observe any term, covenant or agreement
contained in Section 6.02(a), (b) or (e), Section 6.03(d), (e), (f), (g), (h), (j), (n) or (o), or in Section 6.16 shall not be
an Event of Default under this Section 8.01(b) if such failure is cured within five (5) Business Days following the occurrence
of such event; or


 


(c)Other Defaults.
Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt
by Borrower of written notice thereof by the Administrative Agent or the Required Lenders; or


 


(d)Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect when made or deemed made; or


 


(e)Cross-Default.
Any Loan Party or any Subsidiary (i) fails to make any payment beyond the applicable grace period with respect thereto, if
any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount or (ii) fails
to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness
to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its stated maturity; or


 


(f)Involuntary Bankruptcy;
Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect
of any Loan Party in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable
federal or state law; or (ii) an involuntary case shall be commenced against any Loan Party under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction
in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar
powers over any Loan Party, or over all or a substantial part of its property, shall have been entered; or there shall have occurred
the involuntary appointment of an interim receiver, trustee or other custodian of any Loan Party for all or a substantial part
of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of
the property of any Loan Party, and any such event described in this clause (ii) shall continue for sixty (60) days without
having been dismissed, bonded or discharged; or


 






    	 	-80-	 



     


    

 


(g)Voluntary Bankruptcy;
Appointment of Receiver, etc. (i) Any Loan Party shall have an order for relief entered with respect to it or shall commence
a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter
in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee
or other custodian for all or a substantial part of its property; or any Loan Party shall make any assignment for the benefit of
creditors; or (ii) any Loan Party shall be unable, or shall fail generally, or shall admit in writing its inability, to pay
its debts as such debts become due; or the board of directors (or similar governing body) of any Loan Party (or any committee thereof)
shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.01(f);
or


 


(h)Judgments and Attachments.
Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess
of $100,000 or (ii) in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not adequately
covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed
against any Loan Party or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period
of sixty (60) days (or in any event later than five (5) days prior to the date of any proposed sale thereunder); or


 


(i)Dissolution.
Any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution or split up of such Loan Party
and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or


 


(j)ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which would reasonably be expected to exceed
the Threshold Amount, (ii) any Loan Party, Subsidiary 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 which would reasonably be expected to exceed the Threshold Amount, or (iii) any
Loan Party, Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization
or termination the aggregate annual contributions of the Loan Parties, the Subsidiaries and the ERISA Affiliates to all Multiemployer
Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer
Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination
occurs by an aggregate amount which would reasonably be expected to exceed the Threshold Amount; or


 






    	 	-81-	 



     


    

 


(k)Invalidity of Loan
Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations, ceases to be in full
force and effect; (ii) any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document;
or (iii) any Loan Party denies that it has any or further liability or obligation under any Loan Document (other than as a result
of repayment in full of the Obligations and termination of the Aggregate Commitments), purports to revoke or rescind any Loan Document
or asserts that any Guarantee, Collateral Document or subordination provision in respect of any Indebtedness in excess (in the
aggregate) of the Threshold Amount is invalid or unenforceable; or


 


(l)Change of Control.
There occurs any Change of Control; or


 


(m)Guaranties, Collateral
Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason,
other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with
its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof)
or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any
Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document,
in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control,
or (iii) any Loan Party shall contest the validity or enforceability of any Loam Document in writing or deny in writing that
it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party;
or


 


(n)Warrant Registration.
Parent fails to comply with its covenant to file a registration statement as set forth in Section 5(e) of the Warrant Certificates,
for any reason other than the failure of Sagard Credit Partners, LP to take any action within its control.


 


Section 8.02.Remedies Upon
Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the
Required Lenders, shall take any or all of the following actions:


 


(a)declare the unpaid
principal amount of the outstanding Term Loan, all interest accrued and unpaid thereon, and all other amounts, which, for the avoidance
of doubt, shall include the Yield Maintenance Premium (if any) and the Prepayment Premium (if any) owing or payable hereunder or
under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by Borrower;


 






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(b)set-off against any
outstanding Obligations amounts held for the account of the Loan Parties as cash collateral or in the accounts of any Loan Party
maintained by or with the Administrative Agent, any Lender or their respective Affiliates; and


 


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


 


provided that upon the occurrence
of an Event of Default under Sections 8.01(f) or (g), the unpaid principal amount of the outstanding Term Loan and all interest
and other amounts as aforesaid, which, for the avoidance of doubt, shall include the Yield Maintenance Premium (if any) and the
Prepayment Premium (if any), shall automatically become due and payable without further act of any Agent or any Lender.


 


Section 8.03.Application
of Funds. If after the exercise of remedies provided for in Section 8.02 (or after the Term Loan has automatically become
immediately due and payable), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations
shall be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest, but including Attorney Costs payable under Section 10.04 and Section 10.05 and amounts payable under Article
III) payable to each Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting indemnities and other amounts (other than principal and interest) payable
to the Lenders (including amounts payable under Article III), ratably among them in proportion to the amounts described in this
clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued, unpaid interest (including, but not limited to, Default Rate
interest and post-petition interest) and the Yield Maintenance Premium (if any) and the Prepayment Premium (if any), ratably among
the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to prepay the Term Loan on a pro rata basis (in accordance with the respective outstanding principal amounts thereof);


 


Fifth,
to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other
Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative
Agent and the other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by
Law.


 






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Section 8.04.Other Amounts
Due. In the event of repayment of the Obligations at any time prior to the Maturity Date, for any reason, including (i) upon
acceleration after the occurrence and during the continuance of an Event of Default, (ii) foreclosure and sale of the Collateral,
(iii) sale of the Collateral in any insolvency proceeding or (iv) pursuant to any restructuring, reorganization or compromise of
the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure or arrangement in
any insolvency proceeding, then in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages
to the Administrative Agent and the Lenders or profits lost by the Administrative Agent and the Lenders as a result of such early
termination, and by mutual agreement of the parties as to a reasonable estimate and calculation of the lost profits or damages
of the Administrative Agent and the Lenders, the full amount of the Yield Maintenance Premium (if any) and the Prepayment Premium
(if any) shall be due and payable upon such date. In the event of an acceleration of the Obligations under this Agreement whether
pursuant to the actions of the Required Lenders or automatically, then, without any further action by the Lenders or the Administrative
Agent, there shall be an amount due and payable to the Lenders equal to the applicable Yield Maintenance Premium (if any) and the
Prepayment Premium (if any) that would have been payable pursuant to Sections 2.02(c) and (d) hereof as if the Obligations
were voluntarily repaid on such date of acceleration.


 


Article IX


 


Administrative Agent and
Other Agents


 


Section 9.01.Appointment
and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent
to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers
and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained in this Agreement or
in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth
herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or
any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term
is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent
contracting parties.


 






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Notwithstanding any
provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval
of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative 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 Administrative Agent is required to exercise as directed in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents);
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. The Administrative
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 Borrower, any other Loan Party or any of their respective Affiliates
that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any
capacity.


 


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the
value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


(b)The Administrative Agent shall
also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and
authorizes the Administrative Agent to act as the agent of (and to hold any security interest, charge or other Lien created by
the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent”
(and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes
of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising
any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions
of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 


Section 9.02.Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents
or of exercising any rights and remedies thereunder) by or through Affiliates, agents, employees or attorneys-in-fact, such sub-agents
as shall be deemed necessary by the Administrative Agent, and shall be entitled to advice of counsel, both internal and external,
and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible
for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence
or willful misconduct.


 






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Section 9.03.Liability
of Agents. No Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for
its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection
with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital,
statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document,
or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created
or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender
or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate
thereof.


 


Section 9.04.Reliance by
Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to
any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing
or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against
any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document
in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required
hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.


 


(b)For purposes of determining
compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to
or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender
prior to the Closing Date specifying its objection thereto.


 






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Section 9.05.Notice of
Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except
with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or Borrower referring
to this Agreement, describing such Default and stating that such notice is a “notice of default”. The Administrative
Agent will promptly notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with
respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that
unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in
the best interest of the Lenders.


 


Section 9.06.Credit Decision;
Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty
to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the
affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related
Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries,
and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to Borrower and the other Loan Parties hereunder. Each Lender also represents that
it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Loan
Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein,
such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any
of their respective Affiliates which may come into the possession of any Agent-Related Person.


 






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Section 9.07.Indemnification
of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each
Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any
Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities
to the extent incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent resulting from such Agent-Related Person’s own gross negligence or
willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that
no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as
shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this
Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this
Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.
Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of
any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of Borrower; provided that such reimbursement by the Lenders shall not affect Borrower’s continuing
reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of
the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.


 


Section 9.08.Agents in
their Individual Capacities. Each Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates as though such Agent were not an Agent hereunder
and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each Agent or its Affiliates
may receive information regarding any Loan Party or any Affiliate of a Loan Party (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that no Agent shall be under any obligation
to provide such information to them. With respect to its portion of the Term Loan, each Agent shall have the same rights and powers
under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, and the terms
“Lender” and “Lenders” include such Agent in its individual capacity.


 






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Section 9.09.Successor
Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders
and Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint a successor agent for
the Lenders, which appointment of a successor agent shall require the consent of Borrower at all times other than during the existence
of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed
prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and, if no Default has occurred and is continuing, Borrower, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”, shall mean such
successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s
appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of this Article IX and Section 10.04 and Section 10.05
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this
Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days
following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation
shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Lenders assuming the role of
Administrative Agent as specified in the immediately preceding sentence shall assume the rights and obligations of the Administrative
Agent (including the indemnification provisions set forth in Section 9.07) as if each such Lender were the Administrative
Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing
or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such
other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to
(a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise
ensure that the Collateral and Guarantee Requirement is satisfied, the successor Administrative Agent shall thereupon succeed to
and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.


 


Section 9.10.Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of the Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise:


 


(a)to file and prove
a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loan and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Section 2.04, Section 10.04 and Section 10.05 or otherwise hereunder) allowed in such judicial
proceeding; and


 


(b)to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same; and


 






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(c)any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making
of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Administrative
Agent under Section 2.04, Section 10.04 and Section 10.05 or otherwise hereunder.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section 9.11.Release of
Collateral and Guaranty. The Lenders irrevocably agree, authorize and direct the Administrative Agent and Collateral Agent:


 


(a)to release any Lien
on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments
and payment in full in cash of all Obligations (other than (A) contingent indemnification obligations not yet accrued and
payable and (B) any other obligation (including a guarantee) that is contingent in nature) (the date upon which the conditions
in this Section 9.11(a)(i) shall have been satisfied, the “Termination Date”), (ii) upon any permitted
sale, lease, transfer or other disposition of any item of Collateral of any Loan Party (including, without limitation, as a result
of the sale, in accordance with the terms of the Loan Documents, of the Loan Party that owns such Collateral) in accordance with
the terms of the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized
or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon
release of such Guarantor from its obligations under its Guaranty pursuant to clause (b) below;


 


(b)to release any Guarantor
from its obligations under the Guaranty upon (i) in the case of any Subsidiary, such Person ceasing to be subject to the Collateral
and Guarantee Requirement and Section 6.11 as a result of a transaction permitted hereunder (as certified by a Responsible
Officer) and Borrower notifying the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations
under the Guaranty or (ii) the Termination Date; and


 


(c)to subordinate any
Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Sections 7.01(h) and (i).


 


The Collateral Agent
will, at Borrower’s expense, execute and deliver to such Loan Party such documents as such Loan Party may reasonably request
to evidence the release of Collateral pursuant to this Section 9.11 from the assignment and security interest granted under
the Collateral Documents (or the release of the Guarantor from its Guarantee of the Obligations) in accordance with the terms of
the Loan Documents (provided that Borrower shall have delivered to the Collateral Agent a certificate of a Responsible Officer
certifying that such transaction has been consummated in compliance with the Loan Documents). Upon request by the Collateral Agent
at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular
types or items of property in accordance with this Section 9.11.


 






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Article X


 


Miscellaneous


 


Section 10.01.Amendments,
Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Required Lenders and Borrower, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that:


 


(a)no amendment, waiver
or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:


 


(i)change the number of
Lenders or the percentage of (x) the Term Loan Commitments or (y) the aggregate unpaid principal amount of the Term Loan
that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change
to the definition of “Required Lenders”),


 


(ii)release one or more
Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders
under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties
to the Lenders,


 


(iii)release, or subordinate
the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions
(other than in connection with any sale of Collateral permitted herein), or


 


(iv)amend any provision
of this Section 10.01;


 


(b)no amendment, waiver
or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:


 


(i)increase the Term Loan
Commitments of a Lender without the consent of such Lender;


 






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(ii)reduce the principal
of, or stated rate of interest on, or stated premium payable on, the portion of the Term Loan owed to a Lender or any fees or other
amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided
if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01
or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees
or other non-principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver
or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent
of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection
with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver
or consent described in this proviso to clause (b)(ii), as applicable;


 


(iii)postpone any date
scheduled for any payment of principal of, or interest on, the Term Loan, any date scheduled for payment or for any date fixed
for any payment of fees hereunder in each case payable to a Lender without the consent of such Lender;


 


(iv)consent to the assignment
or transfer by any Loan Party of any of its rights and obligations under any Loan Document;


 


(v)change the order of
application or any prepayment of the Term Loan from the application thereof set forth in the applicable provisions of Section 2.02(e)
or Section 8.03 in any manner that adversely affects the Lenders under the Facility without the consent of holders of a majority
of the Term Loan Commitments or the Term Loan outstanding under the Facility or otherwise change any provision requiring the pro
rata distributions hereunder among the Lenders without all Lenders’ consent;


 


(vi)amend the definition
of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required
Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders”
or “Pro Rata Share”; or


 


(vii)modify Section 2.09
without the consent of each Lender directly and adversely affected thereby;


 


provided further that no amendment,
waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action,
affect the rights or duties of such Agent under this Agreement or the other Loan Documents.


 


Notwithstanding anything
to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and
waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if
such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to
cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.


 






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Section 10.02.Notices and
Other Communications.


 


(a)General. Unless otherwise
expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be
in writing delivered by electronic transmission (except as to service of process, which shall be delivered only in writing and
in accordance with applicable law). All such notices shall be delivered to the applicable electronic mail address, and all notices
and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number,
as follows:


 


(i)if to Borrower or
the Administrative Agent, to the electronic mail address or telephone number specified for such Person on Schedule 10.02 or
to such other electronic mail address or telephone number as shall be designated by such party in a notice to the other parties
from time to time; and


 


(ii)if to any other Lender,
to the electronic mail address or telephone number specified on Schedule 10.02 or to such other electronic mail address or
telephone number as shall be designated by such party in a written notice to Borrower and the Administrative Agent.


 


All such notices and
other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) if delivered by electronic mail, when delivered; provided that notices and other communications to Borrower
and the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person during the
Person’s normal business hours. In no event shall a voice mail message be effective as a notice, communication or confirmation
hereunder.


 


(b)Effectiveness of Electronically
Transmitted Documents and Signatures. Loan Documents may be transmitted and/or signed by electronic transmission (including
a .pdf or .tif copy).


 


(c)Reliance by Agents and Lenders.
The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of
the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded
or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Loan Parties shall indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Loan
Party in the absence of gross negligence or willful misconduct by such Agent-Related Person or such Lender. All telephonic notices
to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.


 


(d)Notice to other Loan Parties.
Borrower agrees that notices to be given to any other Loan Party under this Agreement or any other Loan Document may be given to
Borrower in accordance with the provisions of this Section 10.02 with the same effect as if given to such other Loan Party
in accordance with the terms hereunder or thereunder.


 






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(e)Borrower hereby agrees that
it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the
Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates
to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides
notice of any Default or Event of Default under this Agreement or (iii) is required to be delivered to satisfy any condition
precedent to the effectiveness of this Agreement and/or the Credit Extension hereunder (all such non-excluded communications being
referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft
medium in a format acceptable to the Administrative Agent to an electronic mail address specified by the Administrative Agent to
Borrower. In addition, Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner specified
in the Loan Documents but only to the extent requested by the Administrative Agent.


 


(f)The Administrative Agent agrees
that the receipt in accordance with Section 10.02 of the Communications by the Administrative Agent at its e-mail address
set forth on Schedule 10.02 shall constitute effective delivery of the Communications to the Administrative Agent for purposes
of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent by electronic communication) from time to
time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that
the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or
any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section 10.03.No Waiver;
Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder or under any other Loan Document 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. The rights, remedies, powers and privileges herein provided, and provided
under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 






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Section 10.04.Costs and
Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all
the Administrative Agent’s actual, documented, and reasonable costs and expenses of preparation of the Loan Documents and
any consents, amendments, waivers or other modifications thereto; (b) all the reasonable and documented fees, expenses and
disbursements of counsel to Agents in connection with the negotiation, preparation, execution and administration of the Loan Documents
and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower;
(c) all the actual and documented reasonable costs and expenses of creating and perfecting Liens in favor of Collateral Agent,
for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search
fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to each Agent and of counsel
providing any opinions that any Agent or Required Lenders may request in respect of the Collateral or the Liens created pursuant
to the Collateral Documents; (d) all the Administrative Agent’s actual costs and reasonable fees, expenses for, and
disbursements of any of Administrative Agent’s, auditors, accountants, consultants or appraisers whether internal or external,
and all reasonable attorneys’ fees (including expenses and disbursements of outside counsel) incurred by Administrative Agent;
(e) all the actual and documented reasonable costs and expenses (including the reasonable and documented fees, expenses and
disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in
connection with the custody or preservation of any of the Collateral; (f) all other actual, documented, and reasonable costs
and expenses incurred by each Agent in connection with the negotiation, preparation and execution of the Loan Documents and any
consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (g) after the
occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated
costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting
any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Default or Event of Default
(including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement
of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature
of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.


 


Section 10.05.Indemnification
by Borrower. (a) Whether or not the transactions contemplated hereby are consummated, Borrower shall indemnify and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents,
trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and
all liabilities, obligations, losses, taxes, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements (including counsel to the Administrative Agent and the Lenders, and to the extent reasonably necessary, local counsel
in any relevant jurisdiction (and, in the event of any actual conflict of interest, additional counsel to the affected parties))
of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration
of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby
or the consummation of the transactions contemplated thereby, (ii) any Term Loan Commitment or the Term Loan or the use or
proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under
or from any property currently or formerly owned or operated by any Loan Party, or any Environmental Liability related to any Loan
Party or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) (any of the foregoing described in this clause (iv), a “Proceeding”)
(all the foregoing described in clauses (i) to (iv), collectively, the “Indemnified Liabilities”), in all
cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and whether brought by
an Indemnitee, a third party or by any Loan Party or any Loan Party’s directors, shareholders or creditors, and regardless
of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereby are consummated; provided
that such indemnity shall not, as to any Indemnitees, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful
misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction, and except
to the extent resulting from claims between or among any Lenders in their capacity as such. No Indemnitee shall be liable for any
damages arising from the use by others of any information or other materials obtained through any information transmission systems
in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect
or consequential damages relating to this Agreement or any other Loan Document. All amounts due in respect of costs, expenses and
disbursements under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided,
that each Indemnitee receiving any such reimbursement shall repay such amounts to the relevant Loan Party in the event that
such Indemnitee shall not be entitled thereto pursuant to the provisions hereof. The agreements in this Section 10.05 shall
survive the resignation of any Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.


 






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(b)Borrower shall not be liable
for any settlement of any Proceedings effected without its consent (which consent shall not be unreasonably withheld or delayed),
but if settled with Borrower’s consent or if there is a final judgment for the plaintiff in such Proceedings, Borrower shall
indemnify and hold harmless each Indemnitee from and against any Indemnified Liabilities in accordance with the foregoing clause (a).
Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed),
effect any settlement or consent to the entry of any judgment of any pending or threatened Proceedings in respect of which indemnity
could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee
in form and substance satisfactory to such Indemnitee from all liability on claims that are the subject matter of such Proceedings,
(ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any
Indemnitee and (iii) contains customary confidentiality and non-disparagement provisions.


 


(c)In the event that an Indemnitee
is requested or required to appear as a witness in any action brought by or on behalf of or against Borrower or any of its Subsidiaries
or Affiliates in which such Indemnitee is not named as a defendant, Borrower shall reimburse such Indemnitee for all reasonable
expenses incurred by it in connection with such Indemnitee’s appearing and preparing to appear as such a witness, including
without limitation, the reasonable fees and expenses of its legal counsel.


 


Section 10.06.Payments
Set Aside. To the extent that any payment by or on behalf of Borrower is made to any Agent or any Lender, or any Agent or any
Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of
any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate.


 






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Section 10.07.Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that, Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder or under the other Loan Documents without the prior written consent of each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the requirements of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d),
(iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) or (iv) to
an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and,
to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason
of this Agreement.


 


(b)Any Lender may at any time assign
to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its
Term Loan Commitment(s) and the Term Loan); provided that:


 


(i) (A)
in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment and the Term Loan
at the time owing to it, no minimum amount shall need be assigned, and (B) in any case not described in clause (b)(i)(A) of this
Section, the aggregate amount of the Term Loan Commitment (which for this purpose includes the Term Loan outstanding thereunder)
or, if the applicable Term Loan Commitment is not then in effect, the outstanding principal balance of the portion of the Term
Loan held by the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent, shall not be less than $1,000,000 unless the Administrative
Agent otherwise consents (each such consent not to be unreasonably withheld or delayed) except such consent by the Administrative
Agent shall not be required if such assignment is to an Affiliate of a Lender or an Approved Fund;


 


(ii) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Term Loan or the Term Loan Commitment assigned;


 






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(iii) no
consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund related thereto; and


 


(iv) the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic
settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually).


 


From and after the
effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be party to this Agreement as
a Lender with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement in addition to any rights and obligations otherwise held by such assignee
as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but
shall continue to be entitled to the benefits of Sections 3.01, 3.02, 3.04, 3.05 (or any other increased costs protection
provision), 10.04 and 10.05). Upon request, and the surrender by the assigning Lender of its Note (if any), Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this clause (b) shall not be an effective assignment hereunder.


 


(c)Each Lender, acting solely for
this purpose as an agent of Borrower, shall maintain at one of its offices a register for the recordation of the name and address
of any assignee of any Lender and the outstanding principal amount (and stated interest) of the Term Loan owing thereto (the “Register”).
The entries in the Register shall be conclusive, absent manifest error, and Borrower shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as the “Lender” hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by Borrower, at any reasonable time and from time to time
upon reasonable prior notice. Notwithstanding anything herein to the contrary, any assignment of the Term Loan shall be effective
only upon appropriate entries with respect thereto being made in the Register.


 






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(d)Any Lender may at any time,
without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any Person (other than (x) a
natural person and (y) Borrower or any of its Affiliates) (each, a “Participant”) in all or a portion of
such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or
the Term Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower,
the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in Section 10.01(a), or Section 10.01(b) that directly affects such Participant.
Subject to Section 10.07(e), Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01
(subject to the requirements of Section 3.01, including Section 3.01(e) and Section 3.01(f)), 3.04 and 3.05 (through
the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b).
To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though
it were a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. Any Lender
that sells participations shall maintain a register meeting the requirements of Treasury Regulation Section 5f.103-1(c) (or
any successor regulation), on which it enters the name and the address of each Participant and the principal amounts of each Participant’s
participation interest in the Term Loan Commitments and/or Term Loan (or other rights or obligations) held by it (the “Participant
Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation interest as the owner thereof
for all purposes notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting
as the agent of Borrower solely for purposes of Treasury Regulation Section 5f.103-1(c) and undertakes no other duty, responsibility
or obligation to Borrower (including, without limitation, in no event shall such Lender be considered a fiduciary of Borrower for
any purpose). In addition to maintaining the Participant Register, such Lender shall, upon request, show the Participant Register
to Borrower.


 


(e)A Participant shall not be entitled
to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with
Borrower’s prior written consent.


 


(f)Any Lender may at any time pledge
or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank
having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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(g)Notwithstanding anything to
the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the Administrative Agent and Borrower (an “SPC”)
the option to provide all or any part of the Term Loan that such Granting Lender would otherwise be obligated to make pursuant
to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund the Term Loan
and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of the Term Loan, the Granting
Lender shall be obligated to make its Term Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither
the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change
the obligations of Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no
SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable and
such liability shall remain with the Granting Lender, and (iii) the Granting Lender shall for all purposes, including the
approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder.
The making of a Term Loan by an SPC hereunder shall utilize the Term Loan Commitment of the Granting Lender to the same extent,
and as if, such Term Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC
may (i) with notice to, but without prior consent of Borrower and the Administrative Agent, assign all or any portion of its
right to receive payment with respect to the Term Loan to the Granting Lender and (ii) disclose on a confidential basis any
non-public information relating to its funding of the Term Loan to any rating agency, commercial paper dealer or provider of any
surety or Guarantee Obligation or credit or liquidity enhancement to such SPC.


 


(h)Notwithstanding anything to
the contrary contained herein, (i) any Lender may in accordance with applicable Law create a security interest in all or any
portion of the Term Loan owing to it and the Note, if any, held by it and (ii) any Lender that is a Fund may create a security
interest in all or any portion of the Term Loan owing to it and the Note, if any, held by it to the trustee for holders of obligations
owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until
such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge
shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership
rights with respect to the pledged interest through foreclosure or otherwise.


 


Section 10.08.Confidentiality.
Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information and to not use or disclose such information,
except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees,
trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep
such Information confidential); (b) to the extent requested by any Governmental Authority or examiner regulating any Lender;
(c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any
other party to this Agreement; (e) to any pledgee referred to in Section 10.07(f) or Section 10.07(h), Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential); (f) with the written consent of Borrower; (g) to
the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 by the disclosing
party; (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency
shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender);
(i) to the extent not known by it to consist of non-public information, (j) for purposes of establishing a “due
diligence” defense or (k) in connection with the exercise of any remedies hereunder or under any other Loan Document
or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder.
In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection
with the administration and management of this Agreement, the other Loan Documents, the Term Loan Commitments, and the Credit Extension.
For the purposes of this Section 10.08, “Information” means all information received from any Loan Party
or its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, relating to
the Loan Parties or their business, other than any such information that is publicly available to any Agent or any Lender prior
to disclosure by any Loan Party other than as a result of a breach of this Section 10.08, including, without limitation, information
delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.


 






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Section 10.09.Setoff.
In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance
of any Event of Default, each Lender and its Affiliates and each Agent and its Affiliates is authorized at any time and from time
to time, without prior notice to the Loan Parties, any such notice being waived by the Loan Parties to the fullest extent permitted
by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such Agent and its Affiliates, as
the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all
Obligations owing to such Lender and its Affiliates or such Agent and its Affiliates hereunder or under any other Loan Document,
now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate thereof shall have made demand
under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in
a currency different from that of the applicable deposit or Indebtedness. Each Lender and Agent agrees promptly to notify Borrower
and the Administrative Agent after any such set off and application made by such Lender or Agent, as the case may be; provided
that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and
each under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent
and such Lender may have.


 


Section 10.10.Counterparts.
This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (including a .pdf or
..tif copy) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as
delivery of an original executed counterpart of this Agreement and such other Loan Document.


 


Section 10.11.Integration.
This Agreement comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes
all prior agreements, written or oral, on such subject matter. In the event of any conflict or inconsistency between the provisions
of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed
a conflict or inconsistency with this Agreement. Each Loan Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning
thereof.


 






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Section 10.12.Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof
and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of
any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long
as any portion of the Term Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.


 


Section 10.13.Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity
and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired
thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


Section 10.14.Governing
Law. (a) This Agreement and each other loan document shall be governed by,
and construed in accordance with, the law of the state of New York (except, with respect to any other loan document, as otherwise
expressly provided therein).


 


(b)Any
legal action or proceeding arising under any loan document or in any way connected with or related or incidental to the dealings
of the parties hereto or any of them with respect to any loan document, or the transactions related hereto or thereto, in each
case whether now existing or hereafter arising, shall be brought in the courts of the state of New York sitting in New York
County or of the United States for the southern district of such state, and by execution and delivery of this agreement, Borrower,
each Agent and each Lender consents, for itself and in respect of its property, to the exclusive jurisdiction of those courts.
Borrower, each Agent and each Lender irrevocably waives any objection, including any objection to the laying of venue or based
on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such
jurisdiction in respect of any loan document or other document related thereto.


 






    	 	-102-	 



     


    

 


Section 10.15.Waiver
of Right To Trial By Jury. Each party to this Agreement hereby expressly
waives any right to trial by jury of any claim, demand, action or cause of action arising under any loan document or in any way
connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any loan document,
or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether founded in contract
or tort or otherwise; and each party hereby agrees and consents that any such claim, demand, action or cause of action shall be
decided by court trial without a jury, and that any party to this Agreement may file an original counterpart or a copy of this
Section 10.15 with any court as written evidence of the consent of the signatories hereto to the waiver of their right to
trial by jury.


 


Section 10.16.Binding Effect.
This Agreement shall become effective when it shall have been executed by Borrower, the Administrative Agent and the Collateral
Agent, and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter
shall be binding upon and inure to the benefit of Borrower, each such Agent and each Lender and their respective successors and
assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior
written consent of the Lenders.


 


 Section 10.17.Lender Action.
Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy
against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights
on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings,
or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without
the prior written consent of the Administrative Agent. The provisions of this Section 10.17 are for the sole benefit of the
Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.


 


Section 10.18.PATRIOT Act.
Each Lender hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and
record information that identifies Borrower, which information includes the name and address of Borrower and other information
that will allow such Lender to identify Borrower in accordance with the PATRIOT Act. Borrower agrees to provide, and to cause each
other Loan Party to provide, such information promptly upon request.


 






    	 	-103-	 



     


    

 


Section 10.19.No Advisory
or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection
with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledges and agrees, and acknowledges
and agrees that it has informed its Subsidiaries, that: (i) (A) no fiduciary, advisory or agency relationship between
Borrower and its Subsidiaries and any Agent or any Lender is intended to be or has been created in respect of any of the transactions
contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Lender has advised or is advising
Borrower and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by
the Agents and the Lenders are arm’s-length commercial transactions between Borrower and its Subsidiaries, on the one hand,
and the Agents and the Lenders, on the other hand, (C) Borrower has consulted its own legal, accounting, regulatory and tax
advisors to the extent they have deemed appropriate, and (D) Borrower is capable of evaluating, and understand and accept, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents
and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by
the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower and its Subsidiaries
or any of their Affiliates, or any other Person and (B) no Agent or Lender has any obligation to Borrower and its Subsidiaries
or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Agents and the Lenders and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of Borrower and its Subsidiaries and its Affiliates,
and no Agent or Lender has any obligation to disclose any of such interests and transactions to Borrower and its Subsidiaries or
any of its Affiliates. To the fullest extent permitted by law, Borrower hereby waives and releases any claims that they may have
against the Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with
any aspect of any transaction contemplated hereby.


 


Section 10.20.OID Legend.
THE TERM LOAN WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT
OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE TERM LOAN MAY BE OBTAINED BY WRITING TO THE BORROWER AT THEIR
ADDRESS SET FORTH ON SCHEDULE 10.02


 


[Remainder of Page Intentionally Blank]


 




    	 	-104-	 



     


    

 


In
Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 





	 	LogicMark, LLC
	 	as Borrower,
	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:










 





[Signature page to Senior Secured Credit
Agreement]




 






    	 	-105-	 



     


    

 





	 	Sagard Holdings Manager LP 
	 	as Administrative Agent and Collateral Agent
	 	 
	 	By:	Its general partner, Sagard Holdings Manager GP Inc.
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title: Authorized Signatory
	 	 
	 	Signed at Toronto, Canada




  





[Signature page to Senior Secured Credit
Agreement]




 




    	 	 	 



     


    

  


	 	Sagard Credit Partners, LP,
	 	as Lender
	 	 
	 	By:	Its general partner, Sagard Credit Partners GP, Inc.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title: Authorized Signatory
	 	 
	 	Signed at Toronto, Canada




 


[Signature page to Senior Secured Credit
Agreement]