Exhibit
10.1


 





SIXTH
AMENDMENT TO LOAN

AND SECURITY AGREEMENT


 


This
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of November 18, 2022, by
and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns,
is referred to hereinafter as a “Lender”), ECLIPSE BUSINESS CAPITAL LLC, a Delaware limited liability company, as
administrative agent for the Lenders (f/k/a Encina Business Credit, LLC, in such capacity, together with its successors and assigns in
such capacity, “Agent”), and RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”)
and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; together with Rubicon, each a “Borrower”
and collectively the “Borrowers”), and Rubicon Technologies Holdings, LLC, a Delaware limited liability company (“Holdings”),
CLEANCO LLC, a New Jersey limited liability company (“Cleanco”), CHARTER WASTE MANAGEMENT, INC., a Delaware corporation
(“Charter”), and RUBICON TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation (“International”
together with Charter, Holdings and Cleanco, each a “Loan Party Obligor”).


 


WITNESSETH:


 


WHEREAS,
Borrowers, Loan Party Obligors, Lenders and Agent are parties to that certain Loan and Security Agreement, dated as of December 14,
2018 (the “Original Loan Agreement”);


 


WHEREAS,
the Original Loan Agreement was amended pursuant to that certain First Amendment to Loan and Security Agreement dated as of March 29,
2019 (the “First Amendment”) in connection with the Borrowers and Loan Party Obligors obtaining secured term loan
financing agented by PATHLIGHT CAPITAL LP pursuant to that certain Loan and Security Agreement dated as of March 29, 2019 (the “Original
Term Loan Agreement”); and


 


WHEREAS,
the Original Loan Agreement as amended by the First Amendment was further amended pursuant to that certain Second Amendment to Loan and
Security Agreement dated as of February 27, 2020 (the “Second Amendment”) which was further amended pursuant
to that certain Third Amendment to Loan and Security Agreement dated as of March 24, 2021 (the “Third Amendment”) which
was further amended pursuant to that certain Fourth Amendment to Loan and Security Agreement dated as of October 15, 2021(“Fourth
Amendment”) and which was further amended pursuant to that certain Fifth Amendment to the Loan and Security Agreement dated
as of April 25, 2022 (the Original Loan Agreement as amended by the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment and the Fifth Amendment, the “Existing Loan Agreement”); and


 


 


Sixth
Amendment to

loan and security agreement


 






     


     


    

 




WHEREAS,
the Original Term Loan dated as of February 27, 2020 amended pursuant to the First Amendment to Term Loan Agreement (“First
Amendment to Term Loan Agreement”) which was further amended pursuant to that certain Second Amendment to the Term Loan Agreement
(“Second Amendment to Term Loan Agreement”) which was further amended pursuant to that certain Third Amendment to
the Term Loan and Security Agreement dated as of October 15, 2021(“Third Amendment to Term Loan Agreement”) and which
was further amended pursuant to that certain Fourth Amendment to the Term Loan and Security Agreement dated as of April 25, 2022
(“Fourth Amendment to Term Loan Agreement”)(the Original Term Loan Agreement as amended by the First Amendment to Term Loan
Agreement, Second Amendment to Term Loan Agreement, Third Amendment to Term Loan Agreement and the Fourth Amendment to Term Loan Agreement,
the “Existing Term Loan Agreement”);


 



WHEREAS,
the Borrowers have requested that the Agent and the Lenders agree to extend the Maturity Date in accordance with the terms and conditions
of this Amendment, in each case, subject to the terms and conditions set forth herein;


 


NOW
THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


section 1 Defined
Terms. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the Existing
Loan Agreement, as amended hereby (the “Loan Agreement”).


 


section 2 Amendments
and Consents.


 


(a)
Amendment to Loan Agreement. The Loan Agreement is hereby amended (a) to delete the red or green stricken text (indicated
textually in the same manner as the following examples: stricken text and stricken
text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following
examples: double-underlined text and double-underlined
text), in each case, as set forth in the marked copy of the Loan Agreement attached hereto as Exhibit A hereto and made
a part hereof for all purposes.


 


(b) Consent
under Intercreditor Agreement. Subject to the satisfaction of the conditions precedent specified in Section 4 and in reliance
upon the representations and warranties set forth in Section 3, and notwithstanding anything in the contrary in the Loan Documents
(as amended hereby) or the Intercreditor Agreement, the Agent, on behalf of itself and the Lenders, hereby acknowledges and consents
to the execution, delivery and performance by the Borrowers and Loan Party Obligors, the Term Lenders and the Term Agent of the Term
Debt Amendment (as hereinafter defined) and the modifications to the Term Loan Agreement effected pursuant to the Term Debt Amendment.
This consent is a limited consent and shall not (i) constitute nor be deemed to constitute a consent by the Agent or any Lender to any
other amendment or departure from the Term Loan Documents or the Intercreditor Agreement or (ii) constitute a course of dealing among
the Agent, Borrowers and the Loan Party Obligors or the Agent and the Term Secured Parties (as defined in the Intercreditor Agreement).
The Term Agent (on behalf of the Term Secured Parties) shall entitled to rely on, and is an express third party beneficiary of, this
Section 2(b).


 





    2


     


    

 


section 3 Representations,
Warranties and Covenants of Each Borrower and each Loan Party Obligor. Each Borrower and each Loan Party Obligor represents and warrants
to the Lenders and Agent and agrees that:


 


(a)   the
representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Loan Documents are true
and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent
specifically made with regard to a particular date, and (ii) for such changes that are a result of any act or omission specifically permitted
under the Loan Agreement (or under any Loan Document), or as otherwise specifically permitted by the Lenders;


 


(b) on
the Sixth Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing;


 


(c) the
execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of, and duly executed
and delivered by each Borrower and each Loan Party Obligor, and this Amendment is a legal, valid and binding obligation of each Borrower
and each Loan Party Obligor, enforceable against such Person in accordance with its terms, except as the enforcement thereof may be subject
to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights
generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and


 


(d) the
execution, delivery and performance of this Amendment do not conflict with or result in a breach by any Borrower or any Loan Party Obligor
of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Person is a party or is
subject.


 


section 4 Conditions
Precedent to Effectiveness of Amendment. This Amendment shall become effective (the “Sixth Amendment Effective Date”)
upon satisfaction of each of the following conditions:


 


(a) Each
Borrower, the Loan Party Obligors, the Lenders and Agent shall have executed and delivered to the Agent this Amendment and such other
documents as the Agent may reasonably request;


 


(b) Agent
shall have received evidence satisfactory to Agent in its Permitted Discretion that each of the conditions precedent set forth in Section 4
of the Loan Agreement have been satisfied;


 


(c) Agent
shall have received any and all fees due and payable to Agent as a result of the transactions contemplated by this Amendment (including,
but not limited to, a $900,000 amendment fee which shall be fully earned on the Sixth Amendment Effective Date, but which shall be payable
$300,000 on the Sixth Amendment Effective Date and $600,000 on the S-1 Trigger Date, as defined in the Loan Agreement, and which shall
be net settled on each payment date and treated as creating original issue discount on the Loans under Treasury Reg. section 1.1273-2(g)(2)
for US federal income tax purposes);


 





    3


     


    

 


(d) All
legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent;


 


(e) Agent
shall have received evidence satisfactory to Agent in its Permitted Discretion that the Berkley Research Group, LLC or another advisory
group satisfactory to Agent has been engaged as an advisor;


 


(f) Agent
shall have received a final fully executed copy of a consent pursuant to the Third Lien Subordination Agreement reflecting consent of
Agent and Term Agent to the amendment to the Third Lien Loan Documents being executed contemporaneously herewith. In connection therewith,
Agent shall receive a final fully executed copy of such amendment to the Third Lien Loan Documents and shall approve any fees charged
by either the Term Agent or Third Lien Agent in connection with either such consent or such amendment;


 


(g) Agent
shall have received a final fully executed copy of the Fifth Amendment to Loan and Security Agreement (the “Term Debt Amendment”)
with respect to the Term Debt which includes, among other things, a consent from the Term Agent to this Amendment pursuant to the Intercreditor
Agreement.


 


section 5 Costs
and Expenses. Each Borrower and Loan Party Obligor hereby affirms its obligation under the Loan Agreement to reimburse the Agent
for all fees and expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this
Amendment, including but not limited to the internal and external attorneys’ fees and expenses of attorneys for the Agent with
respect thereto.


 


section 6 GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.


 


section 7 Effect
of Amendment; Reaffirmation of Loan Documents. (a) Nothing contained in this Amendment in any manner or respect limits or terminates
any of the provisions of the Loan Agreement or the other outstanding Loan Documents other than as expressly set forth herein. The Loan
Agreement (as amended hereby) and each of the other outstanding Loan Documents remain and continue in full force and effect and are hereby
ratified and reaffirmed in all respects. Each Borrower and Loan Party Obligor hereby further ratifies and reaffirms the validity and
enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Loan Agreement or any other Loan Document
to the Agent on behalf and for the benefit of the Lenders, as collateral security for the Obligations under the Loan Documents, in accordance
with their respective terms, and acknowledges that all of such Liens, and all collateral heretofore pledged as security for such Obligations,
continues to be and remain collateral for such obligations from and after the date hereof. Upon the effectiveness of this Amendment,
each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”
or words of similar import shall mean and be a reference to the Loan Agreement as amended hereby.


 




(b) Execution
of this Amendment by the Lenders and Agent (i) shall not constitute a waiver of any Default or Event of Default that may currently exist
or hereafter arise under the Loan Agreement, (ii) shall not impair, modify, restrict or limit any right, power, privilege or remedy of
the Lenders or Agent with respect to any Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or
any of the other Loan Documents, and (iii) shall not constitute any custom, course of dealing or other basis for altering any obligation
of any Borrower or any Loan Party Obligor or any right, power, privilege or remedy of the Lenders and Agent under the Loan Agreement
or any of the other Loan Documents.


 







    4


     


    

 


(c) The
amendments, consents, modifications and other agreements set forth herein are limited to the specifics hereof, shall not apply with respect
to any facts or occurrences other than those on which the same are based, shall neither excuse any future non- compliance with the Loan
Agreement or any other Loan Document, nor operate as a waiver of any Default or Event of Default.


 


(d) This
Amendment is a Loan Document.


 


(e) To
the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions
of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly
to reflect the terms and conditions of the Loan Agreement and the Loan Documents as modified or amended hereby.


 


section 8 Headings.
Section headings in this Amendment are included herein for convenience of any reference only and shall not constitute a part of this
Amendment for any other purposes.


 


section 9 Release.
EACH BORROWER AND LOAN PARTY OBLIGOR HEREBY ACKNOWLEDGE THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT,
CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF THEIR LIABILITY TO REPAY
THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDERS, AGENT, OR THEIR RESPECTIVE AFFILIATES, PARTICIPANTS
OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, MANAGERS, MEMBERS, EMPLOYEES OR ATTORNEYS. EACH BORROWER AND LOAN PARTY OBLIGOR
HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE LENDERS, AGENT, THEIR RESPECTIVE AFFILIATES AND PARTICIPANTS, AND THEIR
PREDECESSORS, AGENTS, MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR
UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT
IS EXECUTED, WHICH ANY BORROWER OR LOAN PARTY OBLIGOR MAY NOW OR HEREAFTER HAVE AGAINST LENDERS, AGENT, OR THEIR RESPECTIVE PREDECESSORS,
AGENTS, MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE LIABILITIES, THE EXERCISE OF ANY RIGHTS
AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. EACH BORROWER AND
LOAN PARTY OBLIGOR HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR
IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE
AGAINST LENDERS, AGENT, THEIR RESPECTIVE AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE SUCCESSORS, AGENTS, MANAGERS, MEMBERS, ATTORNEYS,
OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO LENDERS’
OR AGENT’S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING, ENFORCING, MONITORING, COLLECTING OR ATTEMPTING
TO COLLECT THE OBLIGATIONS OF ANY BORROWER OR ANY LOAN PARTY OBLIGOR TO LENDERS AND AGENT, WHICH OBLIGATIONS ARE EVIDENCED BY THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS, EXCEPT FOR THOSE CLAIMS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT OR
ANY LENDER.


 






    5


     


    

 


section 10 Severability.
In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder
of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 


section 11 Entire
Agreement. This Amendment, and terms and provisions hereof, the Loan Agreement and the other Loan Documents constitute the entire
understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or
contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written and
is the final expression and agreement of the parties hereto with respect to the subject matter hereof


 


section 12 Execution
in Counterparts. This Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the same instrument. The words “execution,” “execute”,
“signed,” “signature,” and words of like import in or related to any document to be signed in connection with
this letter agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations
on electronic platforms approved by Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.


 


[Remainder
of page intentionally left blank with signature pages immediately to follow]


 






    6


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 






	LENDER:	Eclipse Business Capital SPV, LLC,
		a Delaware limited liability company
	 	 	 
	 	By:	/s/ Tracy Salyers
	 	 	Name:	Tracy Salyers
	 	 	Title:	Authorized Signatory
	 	 	 
	AGENT:	ECLIPSE BUSINESS CAPITAL LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Tracy Salyers 
	 	 	Name:	Tracy Salyers
	 	 	Title:	Authorized Signatory


 




[Signature
Pages Continue]


 


 


Sixth
Amendment to

loan and security agreement


 






    7


     


    

 





	BORROWERS/LOAN PARTY OBLIGORS:	 
	 	 	 
	RUBICON GLOBAL, LLC,

                                                                                as a Borrower and a Loan Party Obligor
	 
	 	 
	By:	/s/ Phil Rodoni 	 
	Name:	Phil Rodoni	 
	Title:	Chief Executive Officer of its Sole Member	 
	 	 	 
	RIVERROAD WASTE SOLUTIONS, INC., 

as a Borrower and a Loan Party Obligor	 
	 	 	 
	By:	/s/ Marc Spiegel 	 
	Name:	Marc Spiegel	 
	Title:	President	 
	 	 	 
	RUBICON TECHNOLOGIES holdings, LLC, 

as a Loan Party Obligor	 
	 	 	 
	By:	/s/ Phil Rodoni 	 
	Name:	Phil Rodoni	 
	Title:	Chief Executive Officer	 
	 	 	 
	CLEANCO LLC,

 as a Loan Party Obligor	 
	 	 	 
	By:	/s/ Phil Rodoni 	 
	Name:	Phil Rodoni	 
	Title:	Chief Executive Officer of its Sole Member	 
	 	 	 
	CHARTER WASTE MANAGEMENT, INC., 

as a Loan Party Obligor	 
	 	 	 
	By:	/s/ Marc Spiegel 	 
	Name:	Marc Spiegel	 
	Title:	President	 
	 	 	 
	RUBICON TECHNOLOGIES INTERNATIONAL, INC., 

as a Loan Party Obligor	 
	 	 	 
	By:	/s/ Marc Spiegel 	 
	Name:	Marc Spiegel	 
	Title:	President	 


 






    8


     


    

 


Exhibit
A to Fifth Amendment to Loan and Security Agreement


 


Exhibit
A to Sixth Amendment to Loan and Security Agreement


 


 


 


 


 





 








 




LOAN
AND SECURITY AGREEMENT


 


Dated
as of December 14, 2018


 


by
and among


 


RUBICON
GLOBAL, LLC and

RIVERROAD WASTE SOLUTIONS, INC.,

as Borrowers,


 


RUBICON
TECHNOLOGIES HOLDINGS, LLC, CLEANCO LLC and


CHARTER WASTE MANAGEMENT,
INC.,

as Loan Party Obligors


 


the
Lenders from time to time party hereto,


 


and


 


ECLIPSE
BUSINESS CAPITAL LLC,



as Agent


 





 



 


 


 


 


 








     


     


    

 


Table
of Contents


 


	 	 	 	 	 	Page






 


TABLE
OF CONTENTS


  





	 	 	 	Page

	1.	DEFINITIONS	 	.11
	 	1.1.	Certain Defined Terms	 	.1
	 	1.2.	Accounting Terms and Determinations	 	2327
	 	1.3.	Rates	 	2328
	 	1.4.	Other Definitional Provisions
    and References	 	2428
	 	 	 	 	 
	2.	LOANS	 	.2429
	 	2.1.	Amount of Loans	 	2429
	 	2.2.	Protective Advances; Overadvances	 	2530
	 	2.3.	Notice of Borrowing; Manner
    of Revolving Loan Borrowing	 	2631
	 	2.4.	Swingline Loans	 	2732
	 	2.5.	Repayments	 	2733
	 	2.6.	Prepayments / Voluntary Termination
    / Application of Prepayments	 	2833
	 	2.7.	Obligations Unconditional	 	2833
	 	2.8.	Reversal of Payments	 	2934
	 	2.9.	Notes	 	2935
	 	2.10.	Defaulting Lenders	 	2935
	 	2.11.	Appointment of Borrower Representative	 	3035
	 	2.12.	Joint and Several Liability	 	3136
	 	 	 	 	 
	3.	INTEREST AND FEES; LOAN ACCOUNT	 	3339
	 	3.1.	Interest	 	3339
	 	3.2.	Fees	 	3339
	 	3.3.	Computation of Interest and
    Fees	 	3440
	 	3.4.	Loan Account; Monthly Accountings	 	3440
	 	3.5.	Further Obligations; Maximum
    Lawful Rate	 	3441
	 	3.6.	Certain Provisions Regarding
    SOFR Loans; Replacement of Lenders	 	3541
	 	3.7.	Term SOFR Conforming Changes	 	3744
	 	 	 	 	 
	4.	CONDITIONS PRECEDENT	 	3744
	 	4.1.	Conditions to Initial Loans	 	3744
	 	4.2.	Conditions to all Loans	 	3845
	 	 	 	 	 
	5.	COLLATERAL	 	3845
	 	5.1.	Grant of Security Interest	 	3845
	 	5.2.	Possessory Collateral	 	3946
	 	5.3.	Further Assurances	 	3946
	 	5.4.	UCC Financing Statements	 	3947



 






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Table
of Contents


(continued)


 


 


	 	 	 	Page

	6.	CERTAIN PROVISIONS REGARDING ACCOUNTS, COLLECTIONS AND APPLICATIONS OF PAYMENTS	 	3947
	 	6.1.	Lock Boxes and Blocked Accounts	 	3947
	 	6.2.	Application of Payments	 	4048
	 	6.3.	Notification; Verification	 	4148
	 	6.4.	Power of Attorney	 	4149
	 	6.5.	Disputes	 	4250
	 	6.6.	Invoices	 	4250
	 	Reserved	 	 	4250
	 	 	 	 	 
	7.	REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS	 	4250
	 	7.1.	Existence and Authority	 	4351
	 	7.2.	Names; Trade Names and Styles	 	4351
	 	7.3.	Title to Collateral; Third
    Party Locations; Permitted Liens	 	4352
	 	7.4.	Accounts and Chattel Paper	 	4452
	 	7.5.	Electronic Chattel Paper	 	4452
	 	7.6.	Capitalization; Investment
    Property	 	4452
	 	7.7.	Commercial Tort Claims	 	4654
	 	7.8.	Jurisdiction of Organization;
    Location of Collateral	 	4654
	 	7.9.	Financial Statements and Reports;
    Solvency	 	4655
	 	7.10.	Tax Returns and Payments;
    Pension Contributions	 	4655
	 	7.11.	Compliance with Laws; Intellectual
    Property; Licenses	 	4756
	 	7.12.	Litigation	 	4857
	 	7.13.	Use of Proceeds	 	4857
	 	7.14.	Insurance	 	4958
	 	7.15.	Financial, Collateral and
    Other Reporting / Notices	 	4959
	 	7.16.	Litigation Cooperation	 	5161
	 	7.17.	Maintenance of Collateral,
    Etc	 	5261
	 	7.18.	Material Contracts	 	5262
	 	7.19.	No Default	 	5262
	 	7.20.	No Material Adverse Change	 	5262
	 	7.21.	Full Disclosure	 	5262
	 	7.22.	Sensitive Payments	 	5363
	 	7.23.	Parent	 	5363
	 	7.24.	Subordinated Debt	 	5363
	 	7.25.	Access to Collateral, Books
    and Records	 	5363
	 	7.26.	Appraisals	 	5464
	 	7.27.	Lender Meetings	 	5464
	 	7.28.	Interrelated Businesses	 	5464
	 	7.29.	Post-Closing Matters	 	5464
	 	7.30.	Term Debt	 	5465
	 	7.31.	Third Lien Obligations	 	5465
	 	 	 	 	 
	8.	NEGATIVE COVENANTS	 	5566



 



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Table
of Contents


(continued)


 


	 	 	 	Page

	9.	FINANCIAL COVENANTS	 	5768
	 	9.1.	Capital Expenditure Limitation	 	5768
	 	9.2.	Minimum Excess Availability	 	5769
	 	 	 	 	 
	10.	RELEASE, LIMITATION OF LIABILITY AND INDEMNITY	 	5769
	 	10.1.	Release	 	5769
	 	10.2.	Limitation of Liability	 	5869
	 	10.3.	Indemnity	 	5869
	 	 	 	 	 
	11.	EVENTS OF DEFAULT AND REMEDIES	 	5870
	 	11.1.	Events of Default	 	5870
	 	11.2.	Remedies with Respect to Lending
    Commitments/Acceleration, Etc	 	6173
	 	11.3.	Remedies with Respect to Collateral	 	6274
	 	 	 	 	 
	12.	LOAN GUARANTY	 	6779
	 	12.1.	Guaranty	 	6779
	 	12.2.	Guaranty of Payment	 	6880
	 	12.3.	No Discharge or Diminishment
    of Loan Guaranty	 	6880
	 	12.4.	Defenses Waived	 	6881
	 	12.5.	Rights of Subrogation	 	6981
	 	12.6.	Reinstatement; Stay of Acceleration	 	6981
	 	12.7.	Information	 	6981
	 	12.8.	Termination	 	6982
	 	12.9.	Maximum Liability	 	6982
	 	12.10.	Contribution	 	7082
	 	12.11.	Liability Cumulative	 	7083
	 	 	 	 	 
	13.	PAYMENTS FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON ACCOUNT OF TAXES	 	7083
	 	 	 	 
	14.	AGENT	 	7286
	 	14.1.	Appointment	 	7286
	 	14.2.	Rights as a Lender	 	7386
	 	14.3.	Duties and Obligations	 	7387
	 	14.4.	Reliance	 	7487
	 	14.5.	Actions through Sub-Agents	 	7487
	 	14.6.	Resignation	 	7488
	 	14.7.	Non-Reliance	 	7589
	 	14.8.	Not Partners or Co-Venturers;
    Agent as Representative of the Secured Parties	 	7690
	 	14.9.	Credit Bidding	 	7791
	 	14.10.	Certain Collateral Matters	 	7791
	 	14.11.	Restriction on Actions by
    Lenders	 	7792
	 	14.12.	Expenses	 	7892
	 	14.13.	Notice of Default or Event
    of Default	 	7892
	 	14.14.	Liability of Agent	 	7893


 






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Table
of Contents


(continued)


 


	 	 	 	 	Page

	15.	GENERAL PROVISIONS	 	7993
	 	15.1.	Notices	 	7993
	 	15.2.	Severability	 	8095
	 	15.3.	Integration	 	8095
	 	15.4.	Waivers	 	8195
	 	15.5.	Amendments	 	8196
	 	15.6.	Time of Essence	 	8297
	 	15.7.	Expenses, Fee and Costs Reimbursement	 	8297
	 	15.8.	Benefit of Agreement; Assignability	 	8297
	 	15.9.	Assignments	 	8298
	 	15.10.	Participations	 	8499
	 	15.11.	Headings; Construction	 	84100
	 	15.12.	USA PATRIOT Act Notification	 	84100
	 	15.13.	Counterparts; Fax/Email Signatures	 	84100
	 	15.14.	GOVERNING LAW	 	84100
	 	15.15.	CONSENT TO JURISDICTION; WAIVER
    OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS	 	85100
	 	15.16.	Publication	 	85101
	 	15.17.	Confidentiality	 	85101


 


	Perfection
    Certificate
	Annex
    I	Description
    of Certain Terms
	Annex
    II	Reporting
	Annex
    III	Commitment
    Schedule
	Exhibit
    A	Form
    of Notice of Borrowing
	Exhibit
    B	Closing
    Checklist
	Exhibit
    C	Client
    User Form
	Exhibit
    D	Authorized
    Accounts Form
	Exhibit
    E	Form
    of Account Debtor Notification
	Exhibit
    F	Form
    of Compliance Certificate
	Exhibit
    G	Form
    of Assignment and Assumption Agreement


 






	Perfection Certificate	 
	Annex I	Description of Certain Terms
	Annex II	Reporting
	Annex III	Commitment Schedule
	Exhibit A	Form of Notice of Borrowing
	Exhibit B	Closing Checklist
	Exhibit C	Client User Form
	Exhibit D	Authorized Accounts Form
	Exhibit E	Form of Account Debtor Notification
	Exhibit F	Form of Compliance Certificate
	Exhibit G	Form of Assignment and Assumption
    Agreement



 






    -iv-


     


    

 


Loan
and Security Agreement


 


This
Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time pursuant to the terms hereof, this
“Agreement”) is entered into on December 14, 2018, by and among RUBICON GLOBAL, LLC, a Delaware
limited liability company (“Rubicon”) and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation
(“RiverRoad”; together with Rubicon, each a “Borrower” and collectively the “Borrowers”),
and Rubicon TechnologiesRubicon
Technologies Holdings,
LLC, a Delaware limited liability company (“Holdings’),
CLEANCO LLC, a New Jersey limited liability company (“Cleanco”), and CHARTER WASTE
MANAGEMENT, INC., a Delaware corporation (“Charter” together with Holdings and Cleanco, each a “Loan
Party Obligor”), the Lenders party hereto from time to time and ECLIPSE
BUSINESS Capital LLC, as agent for the Lenders (f/k/a Encina Business Credit, LLC, in such capacity, “Agent”).
The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference.


 


1. DEFINITIONS.


 


1.1. Certain
Defined Terms. Unless otherwise defined herein, the following terms are used herein as defined in the UCC: Accounts, Account Debtor,
Certificated Security, Chattel Paper, Commercial Tort Claims, Debtor, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment,
Farm Products, Financing Statement, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivables, Instruments, Inventory,
Letter-of-Credit Rights, Money, Payment Intangible, Proceeds, Secured Party, Securities Accounts, Security Agreement, Supporting Obligations
and Tangible Chattel Paper.


 


As
used in this Agreement, the following terms have the following meanings:


 


“ABLSoft”
means the electronic and/or internet-based system approved by Agent for the purpose of making notices, requests, deliveries, communications
and for the other purposes contemplated in this Agreement or otherwise approved by Agent, whether such system is owned, operated or hosted
by Agent, any of its Affiliates or any other Person.


 


“Adjusted
Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus
(b) the Term SOFR Adjustment; provided, that if Adjusted Term SOFR as so determined shall ever be less than the Floor,
then Adjusted Term SOFR shall be deemed to be the Floor.


 


“Advance
Rates” means, collectively, the Billed Accounts Advance Rate and the Unbilled Accounts Advance Rate.


 


“Affiliate”
means, with respect to any Person, any other Person in control of, controlled by, or under common control with the first Person,
and any other Person who has a substantial interest, direct or indirect, in the first Person or any of its Affiliates, including, any
officer or director of the first Person or any of its Affiliates (and if that Person is an individual, any member of the immediate family
(including parents, siblings, spouse, children, stepchildren, nephews, nieces and grandchildren) of such individual and any trust whose
principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such
member or trust); provided, that neither Agent, any Lender nor any of their respective Affiliates shall be deemed an “Affiliate”
of Borrower for any purposes of this Agreement. For the purpose of this definition, a “substantial interest”
shall mean the direct or indirect legal or beneficial ownership of more than ten (10%) percent of any class of equity or similar
interest.


 





    1


     


    

 


“Agent”
means Eclipse in its capacity as agent for the Lenders hereunder, and any successor agent appointed in accordance with Section 14.6
herein.


 


“Agent
Fee Letter” means that certain fee letter agreement dated as of the Closing Date between Agent and Borrowers.


 


“Agent-Related
Persons” means Agent, together with its Affiliates, officers, directors, employees, members, managers, attorneys, and agents.


 


“Agent
Professionals” means attorneys, accountants, appraisers, auditors, business valuation experts, liquidation agents, collection
agencies, auctioneers, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by
Agent.


 


“Agent’s
Bank” means the bank specified by Agent in Section 5 of Annex I or other bank as Agent may subsequently designate
as such in writing to Borrower Representative.


 


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


 


“Allocable
Amounts” has the meaning set forth in Section 2.12(f)(ii) of this Agreement.


 


“Applicable
Payment Percentage” has the meaning set forth in Section 12.10 of this Agreement.


 


“Applicable
Percentage” has the meaning set forth in Section 3.2(e) this Agreement.


 


“Applicable
Unused Line Rate” means, if the average balance of Revolving Loans for such determination period is less than $20,000,000,
seven-tenths of one percent (0.70%) per annum; or, if the average balance of Revolving Loans for such determination period is equal to
or greater than $20,000,000, three and three quarters tenth of one percent (0.375%).


 


“Approved
Electronic Communication” means each notice, demand, communication, information, document and other material transmitted,
posted or otherwise made or communicated by e-mail, facsimile, ABLSoft or any other equivalent electronic service, whether owned, operated
or hosted by Agent, any of its Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent
pursuant to this Agreement or any other Loan Document, including any financial statement, financial and other report, notice, request,
certificate and other information or material; provided, that Approved Electronic Communications shall not include any
notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical
form. “Approved Fund” means any Person (other than a natural person) 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 business, in
each case that is administered, managed, advised or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.


 






    2


     


    

 


“Assignee”
has the meaning set forth in Section 15.9(a).


 


“Assignment
and Assumption” means an assignment and assumption agreement substantially in the form of Exhibit G.


 


“Assignment
of Claims Act”, means the Assignment of Claims Act of 1940, as amended, currently codified at 31 U.S.C. 3727 and 41 U.S.C.
6305, and includes the prior historically referenced Federal Anti-Claims Act (31 U.S.C. 3727) and the Federal Anti-Assignment Act (41
U.S.C. 6305).


 


“Authorized
Accounts Form” means an authorized accounts form substantially in the form of Exhibit D.


 


“Availability
Block” means $5,000,000 until the Availability Block Release Date and thereafter $0.


 


“Availability
Block Release Date” the earlier of (i) August 1, 2021 or (ii) date on which the Loan Party Obligors have received
at least $15,000,000 in aggregate proceeds following the Third Amendment Effective Date from the issuance of additional equity in the
form of membership interests (or warrants therefor) in Holdings.


 


“Bankruptcy
Code” means the United States Bankruptcy Code (11 U.S.C. § 101 et seq.).


 


“Base
Rate” means, for any day, the greatest of (a) the Floor, (b) the Federal Funds Rate in effect on such day plus 1⁄2%,
(c) Adjusted Term SOFR in effect on such day, plus one percent (1.0%), provided, that this clause (c) shall not be applicable
during any period in which Adjusted Term SOFR is unavailable or unascertainable, and (d) the rate of interest announced, from time to
time, within Wells Fargo Bank, N.A. at its principal office in San Francisco as its “prime rate” in effect on such day, with
the understanding that the “prime rate” is one of Wells Fargo Bank, N.A.’s base rates (not necessarily the lowest of
such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and
is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo Bank, N.A. may designate (or,
if such rate ceases to be so published, as quoted from such other generally available and recognizable source as Agent may select in
its Permitted Discretion).


 


“Base
Rate Loan” means any Loan which bears interest at or by reference to the Base Rate.


 


“Base
Rate Term SOFR Determination Day” has the meaning specified therefor in the definition of “Term SOFR”.


 





    3


     


    

 


“Benchmark”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.6(d).


 


“Benchmark
Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has
been selected by Agent and Borrower Representative giving due consideration to (i) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities
and (b) the related Benchmark Replacement Adjustment; provided that if such Benchmark Replacement as so determined would be less
than the Floor, such Benchmark Replacement shall be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative
value or zero) that has been selected by Agent and Borrower Representative giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention
for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(a)(a) in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public
statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof);
or


 


(b)(b) in
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the
published component used in the calculation thereof) has been determined and announced by to be non-representative; provided that
such non-representativeness, will be determined by reference to the most recent statement or publication referenced in such clause (c)
even if such Benchmark (or such component thereof) continues to be provided on such date.


 




“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 






    4


     


    

 


(a)(a) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component
thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide such Benchmark (or such component thereof);


 


(b)(b) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will
cease to provide such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or


 


(c)(c) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark (or such component thereof) is not, or as of a specified future
date will not be, representative.


 


“Benchmark
Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark
Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event,
the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date
of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred
if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 3.6(d) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Loan Document in accordance with Section 3.6(d).


 


“Billed
Accounts Advance Rate” means the advance rate set forth in Section 1(b)(i) of Annex I.


 


“Blocked
Account” has the meaning set forth in Section 6.1.


 


“Board
of Governors” means FRB.


 


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


 





    5


     


    

 


“Borrower
Representative” means Rubicon, in such capacity pursuant to the provisions of Section 2.9, or any permitted
successor Borrower Representative selected by Borrowers and approved by Lender.


 


“Borrowing
Base” means, as of any date of determination, the Dollar Equivalent Amount as of such date of determination of (a) the
aggregate amount of Eligible Billed Accounts multiplied by the Billed Accounts Advance Rate, plus (b) the aggregate amount of
Eligible Unbilled Accounts multiplied by the Unbilled Accounts Advance Rate but in no event to exceed the Unbilled Accounts Sublimit,
minus (c) the Availability Block, minus (d) the Term Loan Push-Down Reserve and minus (d) all Reserves which Agent has
established pursuant to Section 2.1(b) (including those to be established in connection with any requested Revolving Loan).


 


“Borrowing
Base Certificate” means a certificate in the form provided by Agent to Borrower Representative for use in reporting the
Borrowing Base.


 


“Business
Day” means a day other than a Saturday or, Sunday or any other day on which Agent or the Federal Reserve Bank of New York
is closed.


 


“Capital
Expenditures” means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the
consolidated balance sheet of Borrowers, but excluding expenditures made in connection with the acquisition, replacement, substitution
or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss
of or damage to the assets being replaced or restored or (b) with cash awards of compensation arising from the taking by eminent domain
or condemnation of the assets being replaced.


 


“Capitalized
Lease” means any lease which is or should be capitalized on the balance sheet of the lessee thereunder in accordance with
GAAP.


 


“Client
User Form” means a client user form in substantially the form attached hereto as Exhibit C.


 


“Closing
Date” means December 14, 2018.


 


“Closing
Fee” has the meaning set forth in Section 3.2(a) of this Agreement.


 


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


 


“Collateral”
means all property and interests in property in or upon which a security interest, mortgage, pledge or other Lien is granted pursuant
to this Agreement or the other Loan Documents, including all of the property of each Loan Party Obligor described in Section 5.1.


 


“Collections”
has the meaning set forth in Section 6.1.


 


“Commitment”
and “Commitments” means, individually or collectively as required by the context, the Revolving Loan Commitment.


 





    6


     


    

 


“Commitment
Schedule” means the Commitment Schedule attached hereto as Annex III.


 


“Compliance
Certificate” means a compliance certificate substantially in the form of Exhibit F hereto to be signed by the Chief Financial
Officer or President of Borrower Representative.


 


“Confidential
Information” means confidential information that any Loan Party furnishes to the Agent pursuant to any Loan Document concerning
any Loan Party’s business, but does not include any such information once such information has become, or if such information is,
generally available to the public or available to the Agent (or other applicable Person) from a source other than the Loan Parties which
is not, to the Agent’s knowledge, bound by any confidentiality obligation in respect thereof.


 


“Conforming
Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base
Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day” or
any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining
rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability
and length of lookback periods, the applicability of Section 3.6(d) and other technical, administrative or operational matters)
that Agent in consultation with Borrowers decides may be appropriate to reflect the adoption and implementation of any such rate or to
permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that
adoption of any portion of such market practice is not administratively feasible or if Agent in consultation with Borrowers determines
that no market practice for the administration of any such rate exists, in such other manner of administration as Agent in consultation
with Borrowers decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 


“Control
Agreement” means an agreement with respect to any deposit, securities or commodities account, in form and substance reasonably
satisfactory to Agent, establishing control (as defined in the UCC to the extent applicable) of such account by Agent and is executed
and delivered by the bank (with respect to a deposit account), securities intermediary (with respect to a securities account), or commodities
intermediary (with respect to a commodities account) maintaining such account, the applicable Loan Party Obligor, Agent and Term Agent.


 


“Credit
Bid” has the meaning set forth in Section 14.9 of this Agreement.


 


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


 


“Default
Rate” has the meaning set forth in Section 3.1.


 





    7


     


    

 


“Defaulting
Lender” means any Lender that (a) has failed, within one (1) Business Day of the date required to be funded or paid, to
(i) fund any portion of its Loans or (ii) pay over to Agent or any other Lender any other amount required to be paid by it hereunder,
(b) has notified Borrower Representative or Agent in writing, or it or its parent has made a public statement, to the effect that it
does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which
it or its parent commits to extend credit, (c) has failed, within two (2) Business Days after request by Agent, acting in good faith,
to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to Agent, (d)
had an involuntary proceeding commenced or an involuntary petition filed seeking (i) liquidation, reorganization or other relief in respect
of such Lender or its parent or its or its parent’s debts, or of a substantial part of its or its parent’s assets, under
any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Lender or its parent or for a substantial part
of its or its parent’s assets, or (e) shall have or whose parent shall have (i) voluntarily commenced any proceeding or filed any
petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consented to the institution of, or failed to contest in a timely and appropriate manner,
any proceeding or petition described in clause (d) of this definition, (iii) applied for or consented to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for it or a substantial part of its assets, (iv) filed an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) made a general assignment for the benefit of creditors
or (vi) taken any action for the purpose of effecting any of the foregoing.


 


“Dilution”
means, as of any date of determination, a percentage, based upon the experience of the immediately prior twelve (12) months, that
is the result of dividing the Dollar Equivalent Amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other
dilutive items with respect to a Borrower’s Accounts during such period by (b)such Borrower’s billings with respect to Accounts
during such period.


 


“Dilution
Reserve” has the meaning set forth in Section 1(b)(i) of Annex I.


 


“Division”
in reference to any Person which is an entity, means the division of such Person into two (2) or more separate Persons, with the dividing
Person either continuing or terminating its existence as part of such division, including as contemplated under Section 18-217 of
the Delaware Limited Liability Act for limited liability companies formed under Delaware law, or any analogous action taken pursuant
to any other applicable law with respect to any corporation, limited liability company, partnership or other entity. The word “Divide”
when capitalized, shall have a correlative meaning.


 


“Dollar
Equivalent Amount” means, at any time, (a) as to any amount denominated in Dollars, the amount thereof at such time, and
(b) as to any amount denominated in a currency other than Dollars, the equivalent amount in Dollars as determined by Agent at such time
that such amount could be converted into Dollars by Agent according to prevailing exchange rates selected by Agent.


 


“Dollars”
or “$” means United States Dollars.


 





    8


     


    

 


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


 


“Early
Payment/Termination Premium” has the meaning set forth in Section 3.2(e).


 


“Eclipse”
means Eclipse Business Capital LLC, a Delaware limited liability company.


 


“Electronic
Signatures in Global and National Commerce Act” means 15 U.S.C. § 7001 et seq.


 


“Eligible
Accounts” means, collectively, Eligible Billed Accounts and Eligible Unbilled Accounts.


 


“Eligible
Billed Account” means, at any time of determination and subject to the criteria below, an Account of a Borrower, which
was generated and billed by a Borrower in the Ordinary Course of Business, and which Agent, in its Permitted Discretion, deems to be
an Eligible Billed Account. The net amount of an Eligible Billed Account at any time shall be the face amount of such Eligible Billed
Account as originally billed minus all customer deposits, unapplied cash collections and other Proceeds of such Account received from
or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Agent’s
option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account
Debtors, granted, outstanding or payable in connection with such Accounts at such time. Without limiting the generality of the foregoing,
the following Accounts shall not be Eligible Billed Accounts:


 


(i) the
Account Debtor or any of its Affiliates is an Affiliate of any Loan Party;


 


(ii) it
remains unpaid longer than the earlier to occur of (A) the number of days after the original invoice date set forth in
Section 4(a) of Annex I or (B) the number of days after the original invoice due date set forth in Section 4(b)
of Annex I;


 


(iii) the
Account Debtor or its Affiliates are past any of the applicable dates referenced in clause (ii) above on other Accounts owing to a Borrower
comprising more than twenty-five percent (25%) of all of the Accounts owing to a Borrower by such Account Debtor or its Affiliates;


 


(iv) all
Accounts owing by the Account Debtor or its Affiliates (excluding the Account Debtors Walmart, Inc.(“Walmart”), Five Below
(“Five Below”) and TJ Maxx (“TJ Maxx”)) represent more than fifteen percent (15%) of all otherwise Eligible Billed
Accounts (for Walmart, such percentage shall be twenty-five percent (25%))(for Five Below, such percentage shall be twenty percent (20%)
solely for RiverRoad) (for TJ Maxx such percentage shall be twenty percent (20%) solely for Rubicon); provided, that Accounts
which are deemed to be ineligible solely by reason of this clause (iv) shall be considered Eligible Billed Accounts to the extent of
the amount thereof which does not exceed the applicable percentages set forth above of all otherwise Eligible Billed Accounts;


 






    9


     


    

 


(v) a
covenant, representation or warranty contained in this Agreement or any other Loan Document with respect to such Account (including any
of the representations set forth in Section 7.4) has been breached;


 


(vi) the
Account is subject to any contra relationship, counterclaim, dispute or set-off; provided, that Accounts which are deemed to be
ineligible by reason of this clause (vi) shall be considered ineligible only to the extent of such applicable contra relationship, counterclaim,
dispute or set-off;


 


(vii) the
Account Debtor’s chief executive office or principal place of business is located outside of the United States;


 


(viii) it
is payable in a currency other than Dollars;


 


(ix) it
is not absolutely owing to a Borrower or arises from a sale on a bill-and-hold, guarantied sale, sale-or-return, sale-on-approval, consignment,
retainage or any other repurchase or return basis or consist of progress billings or other advance billings that are due prior to the
completion of performance by a Borrower of the subject contract for goods or services;


 


(x) the
Account Debtor is the United States of America or any state or political subdivision (or any department, agency or instrumentality thereof),
unless such Borrower has complied with the Assignment of Claims Act or other applicable similar state or local law in a manner reasonably
satisfactory to Agent;


 


(xi) it
is not at all times subject to Agent’s duly perfected, first-priority security interest or is subject to any other Lien that is
not a Permitted Lien, or the goods giving rise to such Account were, at the time of sale, subject to any Lien that is not a Permitted
Liens;


 


(xii) it
is evidenced by Chattel Paper or an Instrument of any kind (unless such Chattel Paper or Instrument is delivered to Agent in accordance
with Section 5.2) or has been reduced to judgment;


 


(xiii) the
Account Debtor’s total indebtedness to Borrowers exceeds the amount of any credit limit established by Borrowers or Agent or the
Account Debtor is otherwise deemed not to be creditworthy by Agent; provided, that Accounts which are deemed to be ineligible
solely by reason of this clause (xiii) shall be considered Eligible Billed Accounts to the extent the amount of such Accounts does not
exceed the lower of such credit limits;


 


(xiv) there
are facts or circumstances existing, or which could reasonably be anticipated to occur, which might result in an adverse change in the
Account Debtor’s financial condition or impair or delay the collectability of all or any portion of such Account;


 






    10


     


    

 


(xv) Agent
has not been furnished with all documents and other information pertaining to such Account which Agent has requested, or which any Borrower
is obligated to deliver to Agent, pursuant to this Agreement;


 


(xvi) Any
Borrower has made an agreement with the Account Debtor to extend the time of payment thereof beyond the time periods set forth in clause
(ii) above;


 


(xvii) Any
Borrower has posted a surety or other bond in respect of the contract or transaction under which such Account arose;


 


(xviii) the
Account Debtor is subject to any proceeding seeking liquidation, reorganization or other relief with respect to it or its debts under
any bankruptcy, insolvency or other similar applicable law;


 


(xix) the
sale giving rise to such Account is on cash in advance or cash on delivery terms;


 


(xx) the
goods giving rise to such Account have been sold by a Borrower to the Account Debtor outside such Borrower’s Ordinary Course of
Business or the services giving rise to such Account have been performed by Borrower outside such Borrower’s Ordinary Course of
Business;


 


(xxi) Accounts
with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services
giving rise to such Account have not been performed and billed to the Account Debtor;


 


(xxii) the
Account Debtor on such Accounts is located in any jurisdiction which adopts a statute or other requirement that any Person that obtains
business from within such jurisdiction or is otherwise subject to such jurisdiction’s tax law must file a “Business Activity
Report” (or other applicable report) or make any required filings in a timely manner in order to enforce its claims in such jurisdiction’s
courts or arising under such jurisdiction’s laws; provided, however, that such Accounts shall nonetheless be Eligible Billed Accounts
if such Borrower has filed a “Business Activity Report” (or other applicable report or required filing);


 


(xxiii) any
Eligible Unbilled Accounts or


 


(xxiv) any
Accounts obtained in a Permitted Acquisition unless Agent has caused a field examination to be performed on such Accounts and the results
of such examination are satisfactory to Agent and Agent has consented to such Accounts being Eligible Billed Accounts in writing.


 






    11


     


    

 


“Eligible
Unbilled Accounts” means at any time of determination and subject to the criteria set forth in the definition of Eligible
Billed Account (other than the disqualification in subsection (xxi) thereof as to the Account not having been “billed”) an
Account of a Borrower (excluding all Eligible Billed Accounts), which was generated by a Borrower in the Ordinary Course of Business
but not yet billed, and which Agent, in its Permitted Discretion, deems to be an Eligible Unbilled Account, provided, no
Account that arises from services provided more than 60 days prior to the date of determination shall qualify as an Eligible Unbilled
Account unless (i) Agent has been provided with supporting documentation relating to such Account, (ii) such account will be billed in
the next billing cycle for such Account Debtor and (iii) such Account does not arise from services provided more than 60 days prior to
the end of the month during which such services were rendered.


 


“Enforcement
Action” means any action to enforce any Obligations or Loan Documents or to exercise any rights or remedies relating to
any Collateral, whether by judicial action, self-help, notification of Account Debtors, setoff or recoupment, credit bid, deed in lieu
of foreclosure, action in any proceeding seeking liquidation, reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar applicable law or otherwise.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and all rules, regulations and orders promulgated thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating
to Section 412 of the Code and Section 302 of ERISA).


 


“ERISA
Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer
Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan; (f) any 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; (g) the determination that any Pension Plan is considered an at-risk
plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303,
304 and 305 of ERISA; or (h) 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 a Loan Party or any ERISA Affiliate.


 


“Event
of Default” has the meaning set forth in Section 11.1.


 


“Excess
Availability” means the amount, as determined by Agent, calculated at any date, equal to the (a) the lesser of (i) the
Maximum Revolving Facility Amount minus Reserves (including, without limitation, the Term Loan Push-Down Reserve) and (ii) the
Borrowing Base, minus (b) the sum of (i) the outstanding balance of all Revolving Loans plus (ii) fees and expenses which
are due and payable by any Borrower under this Agreement but which have not been paid or charged to the Loan Account; provided,
that if any of the Loan Limits for Revolving Loans is exceeded as of the date of calculation, then Excess Availability shall be zero.


 





    12


     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq.


 


“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), franchise Taxes, and branch profits
Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the
case of Agent or any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof);
(b) in the case of a Non-U.S. Recipient (as defined in Section 13(e)), U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Non-U.S. Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a
law in effect on the date on which Non-U.S. Recipient becomes a party to this Agreement or acquires a participation, except in each case
to the extent that, pursuant to Section 13 amounts with respect to such Taxes were payable either to such Non-U.S. Recipient
assignor (or Lender granting such participation) immediately before such assignment or grant of participation; (c) United States federal
withholding Taxes that would not have been imposed but for such Recipient’s failure to comply with Section 13(e) (except
where the failure to comply with Section 13(e) was the result of a change in law, ruling, regulation, treaty, directive,
or interpretation thereof by a Governmental Authority after the date the Recipient became a party to this Agreement or a Participant)
and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“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 and not materially more onerous to comply with) and any current or future regulations or official interpretations
thereof.


 


“Fifth
Amendment Effective Date” means April 25, 2022.


 


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


 


“Fiscal
Year” means the fiscal year of Borrowers which ends on December 31 of each year.


 


“Fourth
Amendment Effective Date” means October 15, 2021.


 


“FRB”
means the Board of Governors of the Federal Reserve System or any successor thereto.


 


“Funding
Account” has the meaning set forth in Section 2.3(b).


 


“GAAP”
means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession) which are
applicable to the circumstances as of the date of determination, in each case consistently applied.


 





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“Governing
Documents” means, with respect to any Person, the certificate of incorporation, articles of incorporation, certificate
of formation, certificate of limited partnership, by-laws, operating agreement, limited liability company agreement, limited partnership
agreement or other similar governance document of such Person.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


“Guarantor
Payment” has the meaning set forth in Section 2.12(f)(i).


 


“Guaranty”
or “Guarantied”, as applied to any Indebtedness, liability or other obligation, means (a) a guaranty, directly
or indirectly, in any manner, including by way of endorsement (other than endorsements of negotiable instruments for collection in the
Ordinary Course of Business), of any part or all of such Indebtedness, liability or obligation and (b) an agreement, contingent or otherwise,
and whether or not constituting a guaranty, assuring, or intended to assure, the payment or performance (or payment of damages in the
event of non-performance) of any part or all of such Indebtedness, liability or obligation by any means (including the purchase of securities
or obligations, the purchase or sale of property or services or the supplying of funds).


 


“Indebtedness”
means (without duplication), with respect to any Person, (a) all obligations or liabilities of such Person, contingent or otherwise,
for borrowed money, (b) all obligations of such Person represented by promissory notes, bonds, debentures or the like, or on which interest
charges are customarily paid, (c) all liabilities secured by any Lien on such Person’s property owned or acquired, whether or not
such liability shall have been assumed by such Person, (d) all obligations of such Person under conditional sale or other title-retention
agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred
purchase price of property or services (excluding trade payables which are not ninety (90) days past the invoice date incurred in the
Ordinary Course of Business, but including the maximum potential amount payable under any earn-out or similar obligations), (f) all Capitalized
Leases of such Person, (g) all obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters
of credit and bankers’ acceptances or in respect of financial or other hedging obligations, (h) all equity interests issued by
such Person subject to repurchase or redemption at any time on or prior to the Scheduled Maturity Date (valued at, in the case of redeemable
preferred equity interests, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such equity
interests plus accrued and unpaid dividends), other than voluntary repurchases or redemptions that are at the sole option of such Person,
(i) all principal outstanding under any synthetic lease, off-balance sheet loan or similar financing product of such Person and (j) all
Guaranties, endorsements (other than for collection in the Ordinary Course of Business) and other contingent obligations of such Person
in respect of the obligations of others.


 





    14


     


    

 


“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 clause (a), Other Taxes.


 


“Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses,
trademarks and trademark licenses and all rights to sue at law or in equity for any infringement or other impairment thereof, including
the right to receive all proceeds and damages therefrom.


 


“Intercreditor
Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of February 27, 2020, by and
between Agent and Term Agent, and acknowledged and agreed by the Borrowers and the other Loan Party Obligors, as the same may be amended,
restated, supplemented or replaced from time to time subject to the terms thereof.


 


“Investment
Property” means the collective reference to (a) all “investment property” as such term is defined
in Section 9-102 of the UCC, (b) all “financial assets” as such term is defined in Section 8-102(a)(9)
of the UCC and (c) whether or not constituting “investment property” as so defined, all Pledged Equity.


 


“Issuers”
means the collective reference to each issuer of Investment Property.


 


“Lender”
means each Person listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant
to an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption.
Unless the context expressly provides otherwise, “Lender” shall include the Swingline Lender.


 


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


 


“Loan
Account” has the meaning set forth in Section 3.4.


 


“Loan
Documents” means, collectively, this Agreement and all notes, guaranties, security agreements, mortgages, certificates,
landlord’s agreements, Lock Box and Blocked Account agreements, Borrowing Base Certificates, Intercreditor Agreement, the
Third Lien Subordination Agreement, Compliance Certificates, the Subordinated Debt Subordination Agreement and all other agreements,
documents and instruments now or hereafter executed or delivered by any Borrower, any Loan Party, or any Other Obligor in connection
with, or to evidence the transactions contemplated by, this Agreement.


 




“Loan
Guaranty” means the guaranty encompassed in Section 12.


 






    15


     


    

 


“Loan
Limits” means, collectively, the Loan Limits for Revolving Loans set forth in Section 1 of Annex I and all
other limits on the amount of Loans set forth in this Agreement.


 


“Loan
Party” means Rubicon, RiverRoad, Charter, Holdings and CleanCo.


 


“Loan
Party Obligor” means, individually, each Borrower, Charter, Holdings and CleanCo and any Obligor that becomes a Loan Party
hereafter; and “Loan Party Obligors” means, collectively, each Borrower and each Loan Party Obligor.


 


“Loans”
means, collectively, the Revolving Loans (including any Protective Advances and Overadvances) and the Swingline Loans.


 


“Lock
Box” has the meaning set forth in Section 6.1.


 


“Material
Adverse Effect” means any event, act, omission, condition or circumstance which, which individually or in the aggregate,
has or could reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets or condition,
financial or otherwise, of any Loan Party or any Other Obligor, as applicable, (b) the ability of any Loan Party or any Other Obligor,
as applicable, to perform any of its obligations under any of the Loan Documents, (c) the validity or enforceability of, or Agent’s
and Lenders’ rights and remedies under, any of the Loan Documents, (d) the ability of Agent and Lenders to realize upon Collateral
in which Agent has previously perfected a Lien or (e) the existence, perfection or priority of any security interest granted in any Loan
Document and covering Collateral in which Agent has previously perfected a Lien; provided, that “Material Adverse
Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable
to any action required or permitted by this Agreement or action taken (or omitted to be taken) with the written consent of or at the
written request of Agent.


 


“Material
Contract” means has the meaning set forth in Section 7.18.


 


“Maturity
Date” means the Scheduled Maturity Date (or, if earlier, the Termination Date), or such earlier date as (i) the Obligations
may be accelerated in accordance with the terms of this Agreement (including pursuant to Section 11.2) or (ii) the Maturity
Date under (and as defined in) the Term Loan Agreement shall occur.


 


“Maximum
Lawful Rate” has the meaning set forth in Section 3.5.


 


“Maximum
Liability” has the meaning set forth in Section 12.9.


 


“Maximum
Revolving Facility Amount” means the amount set forth in Section 1(a) of Annex I.


 


“Merger
Agreement” has the meaning set forth in the Fifth Amendment.


 


“Merger
Sub LLC” has the meaning set forth in the Fifth Amendment.


 





    16


     


    

 


“Minimum
Revolving Outstanding Amount” means Revolving Loans in an aggregate principal amount equal to $25,000,000.


 


“Minimum
Revolver Period” means from the Third Amendment Effective Date through and including September 30, 2021.


 


“Monthly
Administration Fee” has the meaning set forth in Section 3.2(b).


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Non-Consenting
Lender” has the meaning set forth in Section 15.5(b).


 


“Non-Paying
Guarantor” has the meaning set forth in Section 12.10.


 


“Non-U.S.
Recipient” has the meaning set forth in Section 13(e)(ii).


 


“Notice
of Borrowing” has the meaning set forth in Section 2.3.


 


“Obligations”
means all present and future Loans, advances, debts, liabilities, fees, expenses, obligations, guaranties, covenants, duties and
indebtedness at any time owing by any Borrower or any Loan Party Obligor to Agent and Lenders, whether evidenced by this Agreement or
any other Loan Document, whether arising from an extension of credit, guaranty, indemnification or otherwise, whether direct or indirect,
whether absolute or contingent, whether due or to become due and whether arising before or after the commencement of a proceeding under
the Bankruptcy Code or any similar statute.


 


“Obligor”
means any guarantor, endorser, acceptor, surety or other Person liable on, or with respect to, any of the Obligations or who is the
owner of any property which is security for any of the Obligations, other than Borrower.


 


“Ordinary
Course of Business” means, in respect of any transaction involving any Person, the ordinary course of business of such
Person, as conducted by such Person as of the Closing Date and, without obligation on the part of such Person to undertake such practices,
any practices that are utilized to improve past practices or to conform with customary operating procedures for a similar business, as
reasonably determined by such Person.


 


“Other
Obligor” means any Obligor other than any Loan Party Obligor.


 


“Other
Taxes” means all present or future stamp, court or documentary, property, excise, 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.


 





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“Outstanding
Amount” means with respect to Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving
effect to any borrowings and prepayments or repayments of Revolving Loans occurring on such date.


 


“Overadvances”
has the meaning set forth in Section 2.2(b).


 


“Parent”
means Rubicon Technologies Holdings, LLC.


 


“Participant”
has the meaning set forth in Section 15.10(b).


 


“Paying
Guarantor” has the meaning set forth in Section 12.10.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Act” means the Pension Protection Act of 2006.


 


“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment
payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective
date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and,
thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA, and any sections of
the Code or ERISA related thereto that are enacted after the date of this Agreement.


 


“Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained
or is contributed to by a Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum
funding standards under Section 412 of the Code.


 


“Perfection
Certificate” means the Perfection Certificate attached to this Agreement as of the Closing Date, together with any updates
thereto as contemplated by this Agreement or otherwise permitted by Agent from time to time.


 


“Periodic
Term SOFR Determination Day” has the meaning specified therefor in the definition of “Term SOFR”.


 


“Permitted
Acquisition” means any consensual acquisition by any Loan Party Obligor (other than asset acquisitions by Holdings), whether
by purchase, merger or otherwise, of all or substantially all of the assets of, all of the equity interests of, or a business line or
unit or a division of, any Person; in each case, provided:


 


(i)(i) no
Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such
acquisition;


 


(ii)(ii) at
or prior to the closing of any such acquisition, Agent will be granted a first priority Lien (subject only to Permitted Liens) in favor
of Agent in substantially all the assets(wherever located) acquired pursuant thereto constituting Collateral (including, if applicable,
any equity interests of any Person being acquired), and the Loan Party Obligors, and such Person shall have executed such documents and
taken such actions as may be reasonably required by Agent in connection therewith (including, without limitation, the delivery of (A)
certified copies of the resolutions of the governing board of Parent, any applicable Loan Party Obligor and such Person authorizing such
Permitted Acquisition and the granting of Liens described herein, (B) legal opinions, in form and substance reasonably acceptable to
Agent, with respect to the transactions described herein (if required), (C) evidence of insurance of the business to be acquired consistent
with the requirements of this Agreement and (D) any joinders or other agreements required pursuant to Section 5.3);


 






    18


     


    

 


(iii) the
Borrower Representative shall have furnished Agent with five (5) Business Days’ (or such shorter period as may be agreed by agent)
prior written notice of such intended acquisition and shall have furnished Agent with a current draft of the applicable material acquisition
documents (and final copies thereof as and when executed);


 


(iii)the
Borrower Representative shall have furnished to Agent at least ten (10) Business Days prior to the date on which any such acquisition
is to be consummated or such shorter time as Agent may allow, a certificate of a responsible officer of Borrower, in form and substance
reasonably satisfactory to Agent, certifying that all of the other requirements for a Permitted Acquisition will be satisfied on or prior
to the closing date of such acquisition; provided, further that no hostile takeover or non-consensual transaction shall
qualify as a Permitted Acquisition.


 


“Permitted
Discretion” means a determination made by Agent in good faith and in the exercise of reasonable (from the perspective of
an asset-based secured lender) business judgment.


 


“Permitted
Equity Transfers” means transfers of beneficial ownership interests in Parent in compliance with Parent’s Governing
Documents, provided that following such transfers, current equity owners as of the Closing Date continue (i) to, directly or indirectly,
own and control at least fifty-one percent (51%) of the aggregate Voting Power represented by the issued and outstanding equity interests
of Parent on a fully diluted basis and (ii) to possess the right to elect (through contract, ownership of voting securities or otherwise)
at all times a majority of the board of directors (or similar governing body) of Rubicon Technologies,
Inc. or Parent and in either case to direct the management policies
and decisions of Parent.


 


“Permitted
Indebtedness” means: (a) the Obligations; (b) the Indebtedness existing on the date hereof described in Section 7
of the Perfection Certificate; in each case along with extensions, refinancings, modifications, amendments and restatements thereof;
provided, that (i) the principal amount thereof is not increased, (ii) if secured by a Permitted Lien, no additional collateral
beyond that existing as of the Closing Date is granted to secure such Indebtedness; (iii) if such Indebtedness is subordinated to any
or all of the Obligations, the applicable subordination terms shall not be modified without the prior written consent of Agent and (iv)
the terms thereof are not modified to impose more burdensome terms upon any Loan Party; (c) Capitalized Leases and purchase-money Indebtedness
secured by Permitted Liens in an aggregate amount not exceeding $15,000,000 at any time outstanding; (d) Indebtedness incurred as a result
of endorsing negotiable instruments received in the Ordinary Course of Business; (e) Term Debt in an aggregate principal amount
not to exceed the limits set forth in the Intercreditor Agreement; (f) the Subordinated Debt owing by Borrower solely to the extent the
Subordinated Debt is subject to, and permitted by, the Subordinated Debt Subordination Agreement and (g) Indebtedness incurred under
the Third Lien Loan Agreement in an aggregate principal amount at any time outstanding not to exceed $20,000,000 (plus amounts capitalized
to principal in accordance with the terms of the Third Lien Loan Agreement as in effect on the Third Lien Debt Incurrence Date) so long
as such Indebtedness is subject to the Third Lien Subordination Agreement.


 





    19


     


    

 


“Permitted
Liens” means (a) purchase-money security interests in specific items of Equipment securing Permitted Indebtedness described
under clause (c) of the definition of Permitted Indebtedness; (b) Liens for taxes, fees, assessments, or other governmental charges or
levies, either not delinquent or being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing
the enforcement of such Lien) for which adequate reserves in accordance with GAAP are being maintained provided the same have no priority
over any of Agent’s security interests; (c) Liens of materialmen, mechanics, carriers, or other similar Liens arising in the Ordinary
Course of Business and securing obligations which are not delinquent or are being contested in good faith by appropriate proceedings
(which proceedings have the effect of preventing the enforcement of such Lien) for which adequate reserves in accordance with GAAP are
being maintained; (d) Liens which constitute banker’s Liens, rights of set-off, or similar rights as to Deposit Accounts or other
funds maintained with a bank or other financial institution (but only to the extent such banker’s Liens, rights of set-off or other
rights are in respect of customary service charges relative to such Deposit Accounts and other funds, and not in respect of any loans
or other extensions of credit by such bank or other financial institution to any Loan Party); (e) cash deposits or pledges of an aggregate
amount not to exceed $100,000 to secure the payment of worker’s compensation, unemployment insurance, or other social security
benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a
like nature incurred in the Ordinary Course of Business; (f) judgment Liens in respect of judgments that do not constitute an Event of
Default; (g) Liens securing the Term Debt, subject to the Intercreditor Agreement, including the relative Lien priorities set forth therein;
and (h) Liens securing Third Lien Obligations, subject to the terms of the Third Lien Subordination Agreement, including the relative
Lien Priorities set forth therein.


 


“Permitted
SPAC Merger” means the merger of Merger Sub LLC with and into Holdings, provided:


 


(i)(i) the
SPAC Merger shall be consummated pursuant to and in accordance with the terms and conditions of the Merger Agreement as in effect as
of the Fifth Amendment Effective Date;


 


(ii)(ii) the
SPAC Merger shall constitute a Permitted Equity Transfer; and


 


(iii)(iii)
Agent shall maintain a Requisite Priority Lien (subject only to Permitted Liens) in the Collateral, and in connection therewith: (A)
Loan Party Obligors and Merger Sub LLC shall deliver to the Agent certified copies of the resolutions of the governing board of any
applicable Loan Party Obligor and such Person authorizing such Permitted SPAC Merger; (B) Holdings shall execute and deliver a
Ratification Agreement, in form and substance reasonably acceptable to the Agent, ratifying and confirming the Loan Documents in its
capacity as Borrower and Loan Party Obligor; and (C) Holdings and the Agent shall have agreed to the form of a UCC 3 amendment
giving effect to Holdings name change to Rubicon Technologies Holdings, LLC or such other name as agreed upon among the Loan
Parties.


 






    20


     


    

 


The
Borrower Representative shall have furnished to Agent at least five (5) Business Days (or such shorter period as may be agreed by Agent)
prior to the date on which the SPAC Merger is to be consummated or such shorter time as Agent may allow, a certificate of a responsible
officer of Borrower, in form and substance reasonably satisfactory to Agent, certifying that all of the other requirements for a Permitted
SPAC Merger will be satisfied on or prior to the closing date of the SPAC Merger.


 


“Permitted
Tax Distributions” means, with respect to any Person, for any taxable period after the Closing Date during which time such
Person is a pass-through entity for income tax purposes, any dividend or distribution to any holder of such Person’s stock or other
equity interests to permit such holders to pay federal income taxes and all relevant state and local income taxes at a rate equal to
the highest marginal applicable tax rate for the applicable tax year, however denominated imposed as a result of taxable income allocated
to such holder as a partner of such Person under federal, state, and local income tax laws, taking into account applicable deductions,
losses, and credits of such Person (including, without limitation, deductions pursuant to Section 199A of the Internal Revenue Code)
and allocated to such holder in proportion and to the extent of such holder’s hold stock or other equity interests of such Person.


 


“Person”
means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization,
association, corporation, government or any agency or political division thereof, or any other entity.


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan) maintained for employees
of any Loan Party or any such plan to which any Loan Party (or with respect to any plan subject to Section 412 of the Code or Section 302
or Title IV of ERISA, any ERISA Affiliate) is required to contribute on behalf of any of its employees.


 


“Pledged
Equity” means the equity interests listed on Sections 1(f) and 1(g) of the Perfection Certificate, together with any
other equity interests, certificates, options, or rights or instruments of any nature whatsoever in respect of the equity interests of
any Person that may be issued or granted to, or held by, any Loan Party Obligor while this Agreement is in effect, and including, to
the extent attributable to, or otherwise related to, such pledged equity interests, all of such Loan Party Obligor’s (a) interests
in the profits and losses of each Issuer, (b) rights and interests to receive distributions of each Issuer’s assets and properties
and (c) rights and interests, if any, to participate in the management of each Issuer related to such pledged equity interests.


 


“Pro
Rata Share” means with respect to all matters relating to any Lender the percentage obtained by dividing (i) the
Loan Commitment of that Lender by (ii) the aggregate Loan Commitments of all Lenders, in each case as any such percentages may be adjusted
by assignments pursuant to an Assignment and Assumption.


 


“Protective
Advances” has the meaning set forth in Section 2.2(a).


 





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“Recipient”
means any Agent, any Lender, any Participant, or any other recipient of any payment to be made by or on account of any Obligation
of any Loan Party under this Agreement or any other Loan Document, as applicable.


 


“Register”
has the meaning set forth in Section 15.9(c).


 


“Released
Parties” has the meaning set forth in Section 10.1.


 


“Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 


“Replacement
Lender” has the meaning set forth in Section 3.6(c).


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice
period has been waived.


 


“Required
Lenders” means at any time Lenders (other than Defaulting Lenders) then holding at least fifty-one percent (51%) of the
sum of their aggregate Loan Commitment then in effect; provided, that if there are two or more Lenders, then Required Lenders
shall include at least two (2) Lenders (Lenders that are Affiliates or Approved Funds of one (1) another being considered as one Lender
for purposes of this proviso).


 


“Reserves”
has the meaning set forth in Section 2.1(b).


 


“Restricted
Accounts” means Deposit Accounts (a) established and used (and at all times will be used) solely for the purpose of paying
current payroll obligations of Loan Parties (and which do not (and will not at any time) contain any deposits other than those necessary
to fund current payroll), in each case in the Ordinary Course of Business, or (b) maintained (and at all times will be maintained) solely
in connection with an employee benefit plan, but solely to the extent that all funds on deposit therein are solely held for the benefit
of, and owned by, employees (and will continue to be so held and owned) pursuant to such plan.


 


“Revolving
Loan Commitment” means (a) as to any Lender, the aggregate commitment of such Lender to make Revolving Loans as set forth
in the Commitment Schedule or in the most recent Assignment and Assumption to which it is a party (as adjusted to reflect any assignments
as permitted hereunder) and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Loans, which aggregate commitment
shall be in an amount equal to the Maximum Revolving Facility Amount.


 


“Revolving
Loans” has the meaning set forth in Section 2.1(a).


 


“Rodina
Capital Financing Commitment Letter” means that certain Financing Commitment Letter dated November 14, 2022, by and
between Holdings and Rodina Capital.


 


“S-1
Filing” means the registration statement on Form S-1 initially filed by Rubicon Technologies, Inc. on August 22, 2022
with the Securities and Exchange Commission (the “SEC”), as the same may be amended or supplemented.


 






    22


     


    

 


“S-1
Trigger Date” means the earlier of five (5) Business Days after the date the S-1 Filing becomes effective and January 31,
2023.


 


“Scheduled
Maturity Date” means the date set forth in Section 6 of Annex I.


 


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


 


“Settlement”
has the meaning set forth in Section 2.4(c).


 


“Settlement
Date” has the meaning set forth in Section 2.4(c).


 


“Sixth
Amendment Effective Date” means November [__], 2022.


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“SOFR
Loan” means any Loan that bears interest at a rate determined by reference to Adjusted Term SOFR (other than pursuant to
clause (c) of the definition of “Base Rate”).


 


“SPAC
Merger” shall have the meaning set forth in the Fifth Amendment.


 


“Stated
Rate” has the meaning set forth in Section 3.5.


 


“Subordinated
Debt” means unsecured debt of a Loan Party that is in an amount and on terms satisfactory to Agent and is subject to the
Subordinated Debt Subordination Agreement.


 


“Subordinated
Debt Documents” means the documents approved by Agent in writing to govern the Subordinated Debt.


 


“Subordinated
Debt Subordination Agreement” means a subordination agreement with terms and conditions satisfactory to Agent that governs
the respective priority and rights of the Subordinated Debt and the Obligations and is entered into by the holders of the Subordinated
Debt (or their agent), the Agent and Borrower Representative (and any other relevant Loan Parties).


 


“Subsidiary”
means any corporation or other entity of which a Person owns, directly or indirectly, through one or more intermediaries, more than
50% of the capital stock or other equity interest at the time of determination. Unless the context indicates otherwise, references to
a Subsidiary shall be deemed to refer to a Subsidiary of Borrower.


 


“Swingline
Lender” means Eclipse Business Capital SPV, LLC, in its capacity as lender of Swingline Loans hereunder.


 


“Swingline
Loans” has the meaning set forth in Section 2.4(a).


 





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


 


“Term
Agent” means Pathlight Capital LP, as Agent and Collateral Agent for the lenders under the Term Loan Agreement, and any
successor agent thereunder.


 


“Term
Borrowing Base” means the “Borrowing Base” as defined in the Term Loan Agreement.


 


“Term
Debt” means the “Loans” and all other “Obligations” each as defined in the Term Loan Agreement.


 


“Term
Lenders” means the lenders under the Term Loan Agreement.


 


“Term
Loan Agreement” means (i) that certain Loan and Security Agreement, dated as of the Third Amendment Effective Date, entered
into by and among Borrowers and Loan Party Obligors, the Term Lenders and Term Agent, or (ii) one or more credit agreements among Borrowers
and Loan Party Obligors, and other parties from time to time party thereto pursuant to which the Indebtedness under the Loan and Security
Agreement referenced in clause (i) above or Indebtedness under a subsequent loan agreement referenced in this clause (ii) has been refinanced,
replaced or extended in whole or in part in accordance with the Intercreditor Agreement, in each case as the same may be amended, restated,
modified and/or supplemented from time to time in accordance with the terms thereof and the Intercreditor Agreement.


 


“Term
Loan Documents” means the Term Loan Agreement, the Intercreditor Agreement and each other Loan Document (as defined in
the Term Loan Agreement (as it may be refinanced (or replaced or extended) in accordance with clause (ii) of the definition thereof)),
in each case as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof
and the Intercreditor Agreement.


 


“Term
Loan Push-Down Reserve” has the meaning set forth in the Term Loan Agreement as in effect on the Third Amendment Effective
Date or as amended from time to time in accordance with the Intercreditor Agreement.


 


“Term
SOFR” means:


 


(A)(A) for
any calculation for a SOFR, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Periodic Term
SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination
Day, as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic
Term SOFR Determination Day the Term SOFR Reference Rate for a tenor of one month has not been published by the Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR
Reference Rate for a tenor of one month as published by the Term SOFR Administrator on the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate for a tenor of one month was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior
to such Periodic Term SOFR Determination Day; and


 






    24


     


    

 


(B)(B) for
any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior
to such Base Rate Term SOFR Determination Day, as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00
p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for a tenor of one month has not
been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred,
then Term SOFR will be the Term SOFR Reference Rate for a tenor of one month as published by the Term SOFR Administrator on the first
preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for a tenor of one month was published by the
Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such Base Rate Term SOFR Determination Day.


 


“Term
SOFR Adjustment” means a percentage equal to 0.11448% (11.448 basis points) per annum.


 


“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR
Reference Rate selected by Agent in its reasonable discretion).


 


“Term
SOFR Reference Rate” means the forward-looking term rate based on SOFR.


 


“Termination
Date” means the date on which all of the Obligations have been paid in full in cash and all of Agent and Lenders’
lending commitments under this Agreement and under each of the other Loan Documents have been terminated.


 


“Third
Amendment Effective Date” means March 24, 2021.


 


“Third
Lien Agent” means Mizzen Capital, LP, in its capacity as “Agent” under (and as defined in) the Third
Loan Agreement, and any of its successors in such capacity.


 


“Third
Lien Debt Incurrence Date” means the date on which all of the following conditions are satisfied: (a) the Third Lien Subordination
Agreement shall have been executed by the parties thereto, (b) the Agent and the Term Agent shall have confirmed in writing that each
such Person is satisfied with the form and substance (including all terms and conditions) of the Third Lien Loan Agreement and other
Third Lien Loan Documents, and the Third Lien Loan Agreement and other Third Lien Loan Documents shall have been executed by the parties
thereto, and (c) the Third Lien Lenders shall have funded the loans pursuant to the Third Lien Loan Agreement.


 





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“Third
Lien Lender” means each “Lender” under (and as defined in) the Third Lien Loan Agreement.


 


“Third
Lien Loan Agreement” means the subordinated term loan agreement dated as of the Third Lien Debt Incurrence Date by and
among the Loan Party Obligors, the Third Lien Lenders and the Third Lien Agent, in form and substance (including all terms and conditions)
satisfactory to the Agent.


 


“Third
Lien Loan Documents” means the “Loan Documents”, or other similar definition of the same effect, as defined
in the Third Lien Loan Agreement as in effect on the Third Lien Debt Incurrence Date or as amended from time to time in accordance with
the Third Lien Subordination Agreement.


 


“Third
Lien Obligations” means the “Obligations”, or other similar definition of the same effect as defined in the
Third Lien Loan Agreement as in effect on the Third Lien Debt Incurrence Date or as amended from time to time in accordance with the
Third Lien Subordination Agreement.


 


“Third
Lien Subordination Agreement” means that certain Subordination and Intercreditor Agreement, dated as of the Third Lien
Debt Incurrence Date, by and between, Agent, Term Agent and the Third Lien Agent and acknowledged by the Loan Party Obligors, and shall
also include any replacement subordination agreement entered into in accordance with the terms thereof, in each case in form and substance
(including all terms and conditions) satisfactory to the Agent.


 


“UCC”
means, at any given time, the Uniform Commercial Code as adopted and in effect at such time in the State of New York or other applicable
jurisdiction.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unbilled
Accounts Sublimit” means $35,000,000 through and including April 30, 2021 and thereafter $32,500,000.


 


“Unbilled
Accounts Advance Rate” means the advance rate set forth in Section 1(b)(ii) of Annex I.


 


“Uniform
Electronic Transactions Act” means that certain Uniform Electronic Transactions Act published by the Uniform Law Commission
in 1999 giving electronic signatures the same effect as traditional handwritten signatures under the statute of frauds.


 


“Unused
Line Amount” means an amount equal to (A) the Maximum Revolving Facility Amount, calculated without giving effect to any
Reserves (including, without limitation, the Term Loan Push-Down Reserve) applied to the Maximum Revolving Facility Amount, minus (B)
the average daily outstanding principal balance of the Revolving Loans for such period.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 





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“Unused
Line Fee” has the meaning set forth in Section 3.2(c).


 


“U.S.
Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the
Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in United States government securities.


 


“Voting
Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital
stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing
body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock,
partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that
percentage of the members of the board of directors or similar governing body of such Person.


 


1.2. Accounting
Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements
required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any
time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document,
and either Borrower Representative or Agent shall so request, Required Lenders and Borrower Representative shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that,
until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and
(b) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement
and the other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used
herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any
election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness
or other liabilities of any Loan Party at “fair value”, as defined therein.


 


Notwithstanding
anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Capitalized Leases, in the event
of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of this paragraph
that they were in existence on the Closing Date) that would constitute Capitalized Leases on the Closing Date shall be considered Capitalized
Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables under this Agreement or the
other Loan Documents shall be made in accordance therewith (other than the financial statements delivered pursuant to this Agreement;
provided that all such financial statements delivered to Agent and Lenders in accordance with the terms of this Agreement
after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements
with GAAP as in effect immediately prior to such change).


 






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1.3. Rates.
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration
of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other
Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor
or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or
characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be
adjusted pursuant to Section 3.6(d), will be similar to, or produce the same value or economic equivalence of, or have the
same volume or liquidity as, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, prior to its discontinuance
or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. Agent and its affiliates or other related
entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative,
successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be
adverse to a Borrower. Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference
Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition
thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person
or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses
or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or
component thereof) provided by any such information source or service.


 


1.4. Other
Definitional Provisions and References. References in this Agreement to “Articles”, “Sections”,
“Annexes”, “Exhibits” or “Schedules” shall be to Articles,
Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may
be used in the singular or plural. “Include”, “includes” and “including”
shall be deemed to be followed by “without limitation”. “Or” shall be construed
to mean “and/or”. Except as otherwise specified or limited herein, references to any Person include the successors
and assigns of such Person. References “from” or “through” any date mean, unless
otherwise specified, “from and including” or “through and including”, respectively.
No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted
the provision. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties
hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance
obligation of the Loan Parties under this Agreement and each Loan Document. All amounts used for purposes of financial calculations required
to be made herein shall be without duplication. References to any statute or act shall include all related current regulations and all
amendments and any successor statutes, acts and regulations. References to any agreement, instrument or document (a) shall include all
schedules, exhibits, annexes and other attachments thereto and (b) shall be construed as referring to such agreement, instrument or other
document as from time to time amended, amended and restated, restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document). The words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible
and intangible assets and properties, including cash, securities, accounts and contract rights. Unless otherwise specified herein Dollar
($) baskets set forth in the representations and warranty, covenants and event of default provisions of this Agreement (and other similar
baskets) are calculated as of each date of measurement by the Dollar Equivalent Amount thereof as of such date of measurement. Reference
to a Loan Party’s “knowledge” or similar concept means actual knowledge of a senior officer, or knowledge that a senior
officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably
specific inquiries of employees or agents and a good faith attempt to ascertain the matter.


 






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2. LOANS.


 


2.1. Amount
of Loans.


 


(a) Revolving
Loans. Subject to the terms and conditions of this Agreement, each Lender with a Revolving Loan Commitment will severally (and not
jointly), from time to time prior to the Maturity Date, at Borrower Representative’s request, make revolving loans to Borrowers
(“Revolving Loans”); provided, that after giving effect to each such Revolving Loan, (A) the
outstanding balance of all Revolving Loans plus fees and expenses which are due and payable by Borrower under this Agreement but which
have not been paid or charged to the Loan Account will not exceed the lesser of (x) the Maximum Revolving Facility Amount minus the amount
of Reserves (including, without limitation, the Term Loan Push-Down Reserve) established against the Maximum Revolving Facility Amount
and (y) the Borrowing Base, (B) the sum of each Lender’s outstanding balance of Revolving Loans will not exceed such Lender’s
Revolving Loan Commitment and (C) none of the other Loan Limits for Revolving Loans will be exceeded. All Revolving Loans shall be made
in and repayable in Dollars.


 


(b) Reserves.
Agent may, with or without notice to Borrower Representative, from time to time establish and revise reserves against the Borrowing Base
and the Maximum Revolving Facility Amount in such amounts and of such types as Agent deems appropriate in its Permitted Discretion (“Reserves”)
to reflect (i) events, conditions, contingencies or risks which affect or may affect (A) the Collateral or its value, or the enforceability,
perfection or priority of the security interests and other rights of Agent in the Collateral or (B) the assets, business or prospects
of any Borrower or any Loan Party Obligor (including the Dilution Reserve), (ii) Agent’s good faith concern that any Collateral
report or financial information furnished by or on behalf of any Borrower or any Loan Party Obligor to Agent is or may have been incomplete,
inaccurate or misleading in any material respect, (iii) any fact or circumstance which Agent determines in good faith constitutes, or
could constitute, a Default or Event of Default, or (iv) any other events or circumstances which Agent determines in good faith make
the establishment or revision of a Reserve prudent. In no event shall the establishment of a Reserve in respect of a particular actual
or contingent liability obligate Agent to make advances to pay such liability or otherwise obligate Agent with respect thereto.


 


(c) Minimum
Revolving Outstanding Amount. During the Minimum Revolver Period, Borrowers shall maintain an Outstanding Amount of Revolving Loans
in a minimum principal amount equal to the Minimum Revolving Outstanding Amount at all times. During the Minimum Revolver Period, Borrowers
shall not be permitted to voluntarily prepay the Revolving Loans if any such prepayment would result in the Outstanding Amount of the
Revolving Loans being less than the Minimum Revolving Outstanding Amount. Notwithstanding the foregoing two sentences, however, Borrower
shall be required to repay the Revolving Loans if and to the extent such repayment is required under Section 2.5, even if
such prepayment would result in the Outstanding Amount of Revolving Loans falling below the Minimum Revolving Outstanding Amount; provided
that Borrowers shall re-borrow an amount sufficient to comply with this Section 2.1(c) as soon as they may do so pursuant
to Section 2.1(a).


 





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2.2. Protective
Advances; Overadvances.


 


(a) Notwithstanding
any contrary provision of this Agreement or any other Loan Document, at any time (i) after the occurrence and during the continuance
of a Default or Event of Default or (ii) that any of the other applicable conditions precedent set forth in Section 4 or
otherwise are not satisfied, Agent is authorized by each Borrower and each Lender, from time to time, in Agent’s sole discretion,
to make such Revolving Loans to, or for the benefit of, any Borrower, as Agent in its sole discretion deems necessary or desirable (1)
to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (the
Revolving Loans described in this Section 2.2 shall be referred to as “Protective Advances”). Notwithstanding
any contrary provision of this Agreement or any other Loan Document, Agent may disburse the proceeds of any Protective Advance to any
Borrower or to such other Person(s) as Agent determines in its sole discretion. All Protective Advances shall be payable immediately
upon demand. Notwithstanding the foregoing, (i) the aggregate amount of all Protective Advances outstanding at any time shall not exceed
an amount equal to ten percent (10%) of the Maximum Revolving Facility Amount and (ii) after giving effect to any such Protective Advances,
the outstanding balance of all Revolving Loans will not exceed the Maximum Revolving Facility Amount.


 


(b) Notwithstanding
any contrary provision of this this Agreement, at the request of Borrower Representative, Agent may in its sole discretion (but with
absolutely no obligation), make Revolving Loans to any Borrower, on behalf of the Lenders with a Revolving Loan Commitment, in amounts
that exceed Excess Availability (any such excess Revolving Loans are herein referred to herein, collectively, as “Overadvances”);
provided, that, no Overadvance shall result in a Default due to any Borrower’s failure to comply with Section 2.1(a)
for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the
amount of such Overadvance. Overadvances may be made even if the conditions precedent set forth in Section 4.2 have not been
satisfied. The authority of Agent to make Overadvances is limited to an aggregate amount not to exceed an amount equal to ten percent
(10%) of the Maximum Revolving Facility Amount at any time. No Overadvance may remain outstanding for more than thirty (30) days and
no Overadvance shall cause any Lender’s outstanding balance of Revolving Loans to exceed its Revolving Loan Commitment. Required
Lenders may, at any time, revoke Agent’s authorization to make Overadvances, provided that any such revocation must
be in writing and shall become effective prospectively upon Agent’s receipt thereof.


 


(c) Upon
the making of any Protective Advance or Overadvance (whether before or after the occurrence of a Default), each Lender with a Revolving
Loan Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Agent,
without recourse or warranty, an undivided interest and participation in such Protective Advance or Overadvance, as applicable, in proportion
to its Pro Rata Share of the Revolving Loan Commitment. Agent may, at any time, require the applicable Lenders to fund their participations.
From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance or Overadvance,
as applicable, purchased hereunder, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments
of principal and interest and all proceeds of Collateral received by such Agent in respect of such Loan. Each Lender acknowledges and
agrees that (i) Agent may elect to fund a Protective Advance or Overadvance through one or more of its Affiliates (including, without
limitation, Eclipse Business Capital SPV, LLC) on behalf of Agent for administrative convenience and (ii) any such funding shall constitute
a Protective Advance or Overadvance, as applicable, as if made by Agent subject to the terms and conditions of this Agreement.


 





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2.3. Notice
of Borrowing; Manner of Revolving Loan Borrowing.


 


(a) Borrower
Representative shall request each Revolving Loan by submitting such request by ABLSoft (or, if requested by Agent, by delivering, in
writing or by an Approved Electronic Communication, a Notice of Borrowing substantially in the form of Exhibit A hereto) (each such request
a “Notice of Borrowing”). Subject to the terms and conditions of this Agreement, Agent shall, except as provided
in Section 2.2, deliver the amount of the Revolving Loan requested in the Notice of Borrowing for credit to any account of
Borrower as Borrower Representative may specify at a bank acceptable to Agent (provided, that such account must
be one identified on Section 3 of the Perfection Certificate and approved by Agent as an account to be used for funding of
Loan proceeds) (any such account, a “Funding Account”) by wire transfer of immediately available funds (i)
on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the
immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m. Central Time on a Business Day or
on a day that is not a Business Day. Agent shall charge to the Revolving Loan Agent’s usual and customary fees for the wire transfer
of each Loan.


 


(b) Promptly
following receipt of a Notice of Borrowing in accordance with this Section, Agent shall advise each Lender of the details thereof and
of the amount of such Lender’s Revolving Loan to be made as part of the requested borrowing. Each Lender shall make each Revolving
Loan to be made by such Lender hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 p.m.,
Central Time, to the account of Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to
such Lender’s Pro Rata Share. Unless Agent shall have received notice from a Lender prior to the proposed date of any borrowing
that such Lender will not make available to Agent such Lender’s share of such borrowing, Agent may assume that such Lender has
made (or will make) such share available on such date in accordance with this Section and may, in reliance upon such assumption, make
available to Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing
available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent forthwith on demand such corresponding amount
with interest thereon, for each day from and including the date such amount is made available to Borrowers to but excluding the date
of payment to Agent, at the interest rate applicable to such Revolving Loans. If such Lender pays such amount to Agent, then such amount
shall constitute such Lender’s Revolving Loan included in such borrowing.


 





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2.4. Swingline
Loans.


 


(a) Agent,
Swingline Lender and the Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents,
promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender may elect to have the terms of this Section 2.4
apply to such borrowing request by advancing, on behalf of the Lenders with a Revolving Loan Commitment and in the amount requested,
same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 is referred
to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place
on a periodic basis as set forth in Section 2.4(c). Each Borrower hereby authorizes the Swingline Lender to, and Swingline
Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), deliver the amount
of the Swingline Loan requested to the applicable Funding Account (i) on the same day if the Notice of Borrowing is received by Agent
on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is
received by Agent after 10:00 a.m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline
Loans outstanding at any time shall not exceed $10,000,000. Swingline Lender shall not make any Swingline Loan if the requested Swingline
Loan exceeds Excess Availability (before giving effect to such Swingline Loan).


 


(b) Upon
the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested
with respect to such Swingline Loan), each Lender with a Revolving Loan Commitment shall be deemed, without further action by any party
hereto, to have unconditionally and irrevocably purchased from the Swingline Lender, without recourse or warranty, an undivided interest
and participation in such Swingline Loan in proportion to its Pro Rata Share of the Revolving Loan Commitment. The Swingline Lender may,
at any time, require the applicable Lenders to fund their participations. From and after the date, if any, on which any Lender is required
to fund its participation in any Swingline Loan purchased hereunder, Agent shall promptly distribute to such Lender, such Lender’s
Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by such Agent in respect of such Loan.


 


(c) Agent,
on behalf of Swingline Lender, shall request settlement (a “Settlement”) with respect to Swingline Loans with
the Lenders holding a Revolving Loan Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable
Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than noon, Chicago time on the date of such requested
Settlement (the “Settlement Date”). Each applicable Lender (other than the Swingline Lender) shall transfer
the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement
is requested to Agent, to such account of Agent as Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date.
Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.2
have then been satisfied. Such amounts transferred to Agent shall be applied against the amounts of the Swingline Lender’s
Swingline Loans and, together with such Swingline Lender’s Pro Rata Share of such Swingline Loan, shall constitute Revolving Loans
of such Lenders, respectively. If any such amount is not transferred to Agent by any applicable Lender on such Settlement Date, the Swingline
Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon.


 





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2.5. Repayments.


 


(a) Revolving
Loans. If at any time for any reason whatsoever (including as a result of currency fluctuations) (i) the outstanding balance of all
Revolving Loans exceeds the lesser of (x) the Maximum Revolving Facility Amount and (y) the Borrowing Base or (ii) any of the Loan Limits
for Revolving Loans are exceeded, then, in each case, Borrowers will immediately pay to Agent such amounts as shall cause Borrowers to
eliminate such excess.


 


(b) Reserved.


 


(c) Maturity
Date Payments. All remaining outstanding monetary Obligations (including, all accrued and unpaid fees described in Section 3.2)
shall be payable in full on the Maturity Date.


 


2.6. Prepayments
/ Voluntary Termination / Application of Prepayments.


 


(a) Reserved.


 


(b) Reserved.


 


(c) Reserved.


 


(d) Voluntary
Termination of Loan Facilities. Borrower Representative may, on at least thirty (30) days prior written notice received by Agent,
permanently terminate the Loan facilities by repaying all of the outstanding Obligations, including all principal, interest and fees
with respect to the Revolving Loans, and an Early Payment/Termination Premium in the amount specified in Section 3.2(e).
From and after such Termination Date, Agent shall have no obligation whatsoever to extend any additional Loans, and all of its lending
Commitments hereunder shall be terminated.


 


(e) Reserved.


 


2.7. Obligations
Unconditional.


 


(a) The
payment and performance of all Obligations shall constitute the absolute and unconditional obligations of each Loan Party Obligor, and
shall be independent of any defense or right of set-off, recoupment or counterclaim that any Loan Party Obligor or any other Person might
otherwise have against Agent, any Lender or any other Person. All payments required by this Agreement or the other Loan Documents shall
be made in Dollars (unless payment in a different currency is expressly provided otherwise in the applicable Loan Document) and paid
free of any deductions or withholdings for any taxes or other amounts and without abatement, diminution or set-off. If any Loan Party
Obligor is required by applicable law to make such a deduction or withholding from a payment under this Agreement or under any other
Loan Document, such Loan Party Obligor shall pay to Agent such additional amount as shall be necessary to ensure that, after the making
of such deduction or withholding, Agent receives (free from any liability in respect of any such deduction or withholding) a net sum
equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
Each Loan Party Obligor shall (a) pay the full amount of any deduction or withholding that it is required to make by law, to the relevant
authority within the payment period set by applicable law and (b) promptly after any such payment, deliver to Agent an original (or certified
copy) official receipt issued by the relevant authority in respect of the amount withheld or deducted or, if the relevant authority does
not issue such official receipts, such other evidence of payment of the amount withheld or deducted as is reasonably acceptable to Agent.


 





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(b) If,
at any time and from time to time after the Closing Date (or at any time before or after the Closing Date with respect to the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in
connection therewith), (a) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof,
(b) any new law, regulation, treaty or directive enacted or application thereof or (c) compliance by Agent with any request or directive
(whether or not having the force of law) from any Governmental Authority, central bank or comparable agency (i) subjects Agent or any
Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Loan Document,
or changes the basis of taxation of payments to Agent or any Lender of any amount payable thereunder (except for net income taxes, or
franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state, local or other taxing authorities with respect
to interest or fees payable hereunder or under any other Loan Document or changes in the rate of tax on the overall net income of Agent,
any Lender or their respective members) or (ii) imposes, modifies or deems applicable any reserve (including any reserve imposed by the
FRB, but excluding any reserve included in the determination of the Adjusted Term SOFR), special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by Agent or any Lender or imposes on Agent or any Lender any other
condition affecting its SOFR Loans or its obligation to make SOFR Loans, the result of which is to increase the cost to (or to impose
a cost on) Agent or any Lender of making or maintaining any SOFR Loan or (iii) imposes on Agent or any Lender any other condition or
increased cost in connection with the transactions contemplated thereby or participations therein, and the result of any of the foregoing
is to increase the cost to Agent or any Lender of making or continuing any Loan or to reduce any amount receivable hereunder or under
any other Loan Documents, then, in each such case, Borrowers shall promptly pay to Agent or such Lender, when notified to do so by Agent
or such Lender, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost
or reduced amount as determined by Agent or such Lender, but only to the extent such amounts relate to this Agreement or the Loan Documents.
Each such notice of additional amounts payable pursuant to this Section 2.7(b) submitted by Agent or any Lender, as applicable,
to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes.


 


(c) This
Section 2.7 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Loans.


 


2.8. Reversal
of Payments. To the extent that any payment or payments made to or received by Agent or any Lender pursuant to this Agreement or
any other Loan Document are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to
any trustee, receiver or other Person under any state, federal or other bankruptcy or other such applicable law, then, to the extent
thereof, such amounts (and all Liens, rights and remedies relating thereto) shall be revived as Obligations (secured by all such Liens)
and continue in full force and effect under this Agreement and under the other Loan Documents as if such payment or payments had not
been received by Agent or such Lender. This Section 2.8 shall remain operative even after the Termination Date and shall
survive the payment in full of all of the Loans.


 






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2.9. Notes.
The Loans and Commitments shall, at the request of any Lender, be evidenced by one or more promissory notes in form and substance reasonably
satisfactory to such Lender. However, if such Loans are not so evidenced, such Loans may be evidenced solely by entries upon the books
and records maintained by Agent.


 


2.10. Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, the following
provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a) Unused
Line Fees pursuant to Section 3.2(c) shall cease to accrue on the unfunded portion of the Revolving Loan Commitment of such
Defaulting Lender.


 


(b) Any
amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being
distributed to such Defaulting Lender, be retained by Agent in a segregated account and, subject to any applicable requirements of law,
be applied at such time or times as may be determined by Agent (i) first, to the payment of any amounts owing by such Defaulting Lender
to Agent hereunder, (ii) second, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by Agent, (iii) third, if so determined by Agent and Borrowers, held in
such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (iv) fourth, pro rata,
to the payment of any amounts owing to Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained
by Borrowers or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement, and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided,
that if such payment is made at a time when the conditions set forth in Section 4.2 are satisfied, such payment shall be
applied solely to prepay the Loans of all Revolving Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment
of any Loans, or reimbursement obligations owed to, any Defaulting Lender.


 


(c) No
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver, consent or any other action the Lenders or the
Required Lenders have taken or may take hereunder, provided that any waiver, amendment or modification requiring the consent of all Lenders
or each directly affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent
of such Defaulting Lender.


 


2.11. Appointment
of Borrower Representative.


 


(a) Each
Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive
Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates,
give instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents
hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) in
the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Loan Documents. Lender may disburse the Loans
to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative
may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Lender may
at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account
of such Borrower.


 





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(b) Borrower
Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.11.
Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for
the account of a Borrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower.


 


(c) Each
Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other
notices from Lender with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents.


 


(d) Any
notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative
shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable
against such Borrower to the same extent as if made or delivered directly by such Borrower.


 


(e) No
resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective,
except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement,
Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable
to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower
Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower
Representative” shall mean such successor Borrower Representative for all purposes of this Agreement and the other Loan Documents,
and the resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon
terminated.


 


2.12. 2.19.
Joint and Several Liability.


 


(a) Joint
and Several. Each Borrower hereby agrees that such Borrower is jointly and severally liable for the full and prompt payment (whether
at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Agent and Lenders by
each other Borrower. Each Borrower agrees that its obligation hereunder shall not be discharged until payment and performance, in full,
of the Obligations has occurred, and that its obligations under this Section 2.12 shall be absolute and unconditional, irrespective
of, and unaffected by,


 





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(i) the
genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or
any other agreement, document or instrument to which any Borrower is or may become a party;


 


(ii) the
absence of any action to enforce this Agreement (including this Section 2.12) or any other Loan Document or the waiver or
consent by Agent or any Lender with respect to any of the provisions thereof;


 


(iii) the
existence, value or condition of, or failure to perfect Agent’s Lien against, any security for the Obligations or any action, or
the absence of any action, by Agent in respect thereof (including the release of any such security);


 


(iv) the
insolvency of any Loan Party or Other Obligor; or


 


(v) any
other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.


 


(b) Waivers
by Borrowers. Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or
at law or in equity, or otherwise, to compel Agent to marshal assets or to proceed in respect of the Obligations against any other Loan
Party or Other Obligor, any other party or against any security for the payment and performance of the Obligations before proceeding
against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing
waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions
of this Section 2.12 and such waivers, Agent and Lenders would decline to enter into this Agreement.


 


(c) Benefit
of Joint and Several Obligations. Each Borrower agrees that the provisions of this Section 2.12 are for the benefit of
Agent and Lenders and their successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any
other Borrower, Agent and any Lender, the obligations of such other Borrower under the Loan Documents.


 


(d) Subordination
of Subrogation, Etc. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each Borrower hereby
expressly and irrevocably subordinates to payment of the Obligations any and all rights at law or in equity to subrogation, reimbursement,
exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor
with respect to any other Loan Party or any Other Obligor until the Obligations are indefeasibly paid in full in cash. Each Borrower
acknowledges and agrees that this subordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such
Borrower’s liability hereunder or the enforceability of this Section 2.12, and that Agent and Lenders and their successors
and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 2.12(d).


 





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(e) Election
of Remedies. If Agent may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent a Lien
upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or
enforcement, Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights
and remedies under this Section 2.12. If, in the exercise of any of its rights and remedies, Agent shall forfeit any of its
rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any
applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent and
waives any claim based upon such action, even if such action by Agent shall result in a full or partial loss of any rights of subrogation
that each Borrower might otherwise have had but for such action by Agent.


 


(f) Contribution
with Respect to Guaranty Obligations.


 


(i) To
the extent that any Borrower shall make a payment under this Section 2.12 of all or any of the Obligations (other than Loans
made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all
other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise
have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s
“Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable
Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible
payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution
and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their
respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(ii) As
of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of
the claim that could then be recovered from such Borrower under this Section 2.12 without rendering such claim voidable or
avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute or common law.


 


(iii) This
Section 2.12(f) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 2.12(f)
is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall
become due and payable in accordance with the terms of this Agreement, including Section 2.12(a). Nothing contained in this
Section 2.12(f) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and
accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable.


 






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(iv) The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Borrower to
which such contribution and indemnification is owing.


 


(v) The
rights of the indemnifying Borrowers against other Loan Parties under this Section 2.12(f) shall be exercisable upon the
full and indefeasible payment of the Obligations and the termination of the Commitments.


 


(g) Liability
Cumulative. The liability of Borrowers under this Section 2.12 is in addition to and shall be cumulative with all liabilities
of each Borrower to Agent and Lenders under this Agreement and the other Loan Documents to which such Borrower is a party or in respect
of any Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing
or creating such other liability specifically provides to the contrary.


 


3. INTEREST
AND FEES; LOAN ACCOUNT.


 


3.1. Interest.
All Loans and other monetary Obligations shall bear interest at the interest rate(s) set forth in Section 3 of Annex I, and
accrued interest shall be payable (a) on the first day of each month in arrears, (b) upon a prepayment of Loan in accordance with Section 2.6
and (c) on the Maturity Date; provided, that after the occurrence and during the continuation of an Event of Default,
all Loans and other monetary Obligations shall bear interest at a rate per annum equal to two (2) percentage points (2.00%) in excess
of the rate otherwise applicable thereto (the “Default Rate”), and all such interest shall be payable on demand.
Changes in the interest rate shall be effective as of the date of any change in the Base Rate or Adjusted Term SOFR, as applicable. Subject
to Section 3.6 and so long as no Event of Default shall have occurred and be continuing, all Loans shall constitute SOFR
Loans.


 


3.2. Fees.
Borrowers shall pay Agent the following fees on the dates provided therefor, which fees are in addition to all fees and other sums payable
by Borrowers or any other Person to Agent under this Agreement or under any other Loan Document and, in each case, are not refundable
once paid:


 


(a) Closing
Fee. A fee, for the ratable benefit of the Lenders, equal to $600,000 (the “Closing Fee”), which shall
be deemed to be fully earned and payable as of the Closing Date.


 


(b) Monthly
Administration Fee. A monthly fee, for the sole benefit of Agent, equal to $2,500 from the Closing Date through March 2019
and thereafter $4,000 (the “Monthly Administration Fee”) for each month, or part thereof prior to the Termination
Date. The Monthly Administration Fee shall payable on the Closing Date and monthly in advance on the first day of each month following
the Closing Date.


 


(c) Unused
Line Fee. An unused line fee (the “Unused Line Fee”), for the ratable benefit of the Lenders, equal to
the product of (i) the Applicable Unused Line Rate multiplied by (ii) the Unused Line Amount during the immediately preceding month (or
part thereof), which fee shall be deemed to be fully earned and payable, in arrears, on the first day of each month until the Termination
Date.


 





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(d) Reserved.


 


(e) Early
Payment/Termination Premium. In the event that, for any reason (including as a result of any voluntary or mandatory prepayment of
the Loans, any acceleration of the Loans resulting from an Event of Default, any foreclosure and sale of Collateral, or any sale of Collateral
in any bankruptcy or insolvency proceeding), all or any portion of the Lenders’ commitment to make Revolving Loans is terminated
prior to the Scheduled Maturity Date, in each case pursuant to Section 2.6(d), Section 11.2 or otherwise,
then in each such case, in addition to the payment of the principal amount and all unpaid accrued interest and other amounts due thereon,
Borrowers immediately shall be required to pay to Agent, for the ratable benefit of the Lenders, a premium (each, an “Early
Payment/Termination Premium”) (as liquidated damages and compensation for the cost of the Lenders being prepared to make
funds available under this Agreement with respect to such Loans during the scheduled term of this Agreement) in an amount equal to the
Applicable Percentage (as defined below) of the amount of any such Revolving Loan commitment termination, as applicable. In each such
case, the “Applicable Percentage” shall be (A) two percent
(2.0%), if such event occurs on or before February 27December 14,
2021, or (B) one percent (1.0%) if such event occurs after February 27, 2021 but on or before February 27,
2022 and (C) one half of one percent (0.50%) if such event occurs after February 27, 2022 but before November 27, 2022. For
avoidance of doubt, no Early Payment/Termination Premium will be due and payable in the event the Loan is prepaid or terminated after
November _, 2022 2023. Each Borrower acknowledges
and agrees that (x) the provisions of this paragraph shall remain in full force and effect notwithstanding any rescission by Agent of
an acceleration with respect to all or any portion of the Obligations pursuant to Section 11.2 or otherwise, (y) payment
of any Early Payment/Termination Premium under this paragraph constitutes liquidated damages and not a penalty and (z) the actual amount
of damages to Lenders or profits lost by Lenders as a result of such early payment or termination would be impracticable and extremely
difficult to ascertain, and the Early Payment/Termination Premium under this paragraph is provided by mutual agreement of Borrowers and
Lenders as a reasonable estimation and calculation of such lost profits or damages of Borrowers and Lenders.


 


3.3. Computation
of Interest and Fees. All interest and fees shall be calculated daily on the outstanding monetary Obligations based on the actual
number of days elapsed in a year of 360 days.


 


3.4. Loan
Account; Monthly Accountings. Agent shall maintain a loan account for Borrowers reflecting all outstanding Loans, along with interest
accrued thereon and such other items reflected therein (the “Loan Account”), and shall provide Borrower Representative
with a monthly accounting reflecting the activity in the Loan Account, viewable by Borrowers on ABLSoft. Each accounting shall be deemed
correct, accurate and binding on Borrowers and an account stated (except for reverses and reapplications of payments made and corrections
of errors discovered by Agent), unless Borrower Representative notifies Agent in writing to the contrary within thirty (30) days after
such account is rendered, describing the nature of any alleged errors or omissions. However, Agent’s failure to maintain the Loan
Account or to provide any such accounting shall not affect the legality or binding nature of any of the Obligations. Interest, fees and
other monetary Obligations due and owing under this Agreement may, in Agent’s discretion, be charged to the Loan Account, and will
thereafter be deemed to be Revolving Loans and will bear interest at the same rate as other Revolving Loans.


 






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3.5. Further
Obligations; Maximum Lawful Rate. With respect to all monetary Obligations for which the interest rate is not otherwise specified
herein (whether such Obligations arise hereunder or under any other Loan Document, or otherwise), such Obligations shall bear interest
at the rate(s) in effect from time to time with respect to the Revolving Loans and shall be payable upon demand by Agent. In no event
shall the interest charged with respect to any Loan or any other Obligation exceed the maximum amount permitted under applicable law.
Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable or other amounts hereunder
or under any other Loan Document (the “Stated Rate”) would exceed the highest rate of interest or other amount
permitted under any applicable law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum
Lawful Rate would be so exceeded, the rate of interest and other amounts payable shall be equal to the Maximum Lawful Rate; provided,
that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrowers shall, to the extent permitted by applicable
law, continue to pay interest and such other amounts at the Maximum Lawful Rate until such time as the total interest and other such
amounts received is equal to the total interest and other such amounts which would have been received had the Stated Rate been (but for
the operation of this provision) the interest rate payable or such other amounts payable. Thereafter, the interest rate and such other
amounts payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event
this provision shall again apply. In no event shall the total interest or other such amounts received by Agent exceed the amount which
it could lawfully have received had the interest and other such amounts been calculated for the full term hereof at the Maximum Lawful
Rate. If, notwithstanding the prior sentence, Agent has received interest or other such amounts hereunder in excess of the Maximum Lawful
Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other Obligations (other than
interest) payable hereunder, and if no such principal or other Obligations are then outstanding, such excess or part thereof remaining
shall be paid to Borrowers. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest
shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation
is made.


 


3.6. Certain
Provisions Regarding SOFR Loans; Replacement of Lenders.


 


(a) Inadequate
or Unfair Basis. If Agent or any Lender reasonably determines (which determination shall be binding and conclusive on Borrowers)
that, by reason of circumstances affecting the interbank market or otherwise, adequate and reasonable means do not exist for ascertaining
the applicable Adjusted Term SOFR, then Agent or such Lender shall promptly notify Borrower Representative (and Agent, if applicable)
thereof and, so long as such circumstances shall continue, (i) Agent and/or such Lender shall be under no obligation to make any SOFR
Loans and (ii) on the last day of the current calendar month, each SOFR Loan shall, unless then repaid in full, automatically convert
to a Base Rate Loan.


 


(b) Change
in Law. If, after the Closing Date, any change in, or the adoption of any new, law, treaty or regulation, or any change in the interpretation
of any applicable law or regulation by any Governmental Authority charged with the administration thereof, would make it (or in the good
faith judgment of Agent or the applicable Lender cause a substantial question as to whether it is) unlawful for Agent or such Lender
to make, maintain or fund SOFR Loans, then Agent or such Lender shall promptly notify Borrower Representative and, so long as such circumstances
shall continue, (i) Agent or such Lender shall have no obligation to make any SOFR Loan and (ii) on the last day of the current calendar
month for each SOFR Loan (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation),
such SOFR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.


 





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(c) If
any Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 2.7(b), or any Lender gives notice
of the occurrence of any circumstances described in Section 2.7(b), or if Lender becomes a Defaulting Lender, Borrowers may
designate another Person engaged in the making of commercial loans in the ordinary course of business which is acceptable to Agent in
its sole discretion (such other Person being called a “Replacement Lender”) to purchase the Loans and Commitments
of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase
price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans
and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume
all the obligations of such Lender hereunder, and, upon such purchase and assumption (pursuant to an Assignment and Assumption), such
Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights
applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrowers
hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.


 


(d) Benchmark
Replacement Setting.


 


(i) Benchmark
Replacement.


 


(A) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event, Agent and Borrower Representative may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business
Day after Agent has posted such proposed amendment to all affected Lenders and Borrower Representative so long as Agent has not received,
by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark
with a Benchmark Replacement pursuant to this Section 3.6(d) will occur prior to the applicable Benchmark Transition Start
Date.


 


(B) Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
Agent will in consultation with Borrowers have the right to make Conforming Changes from time to time and, notwithstanding anything to
the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Loan Document.


 






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(C) Notices;
Standards for Decisions and Determinations. Agent will promptly notify Borrower Representative and the Lenders of (1) the implementation
of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption
or implementation of a Benchmark Replacement. Agent will promptly notify Borrower Representative of the removal or reinstatement of any
tenor of a Benchmark pursuant to Section 3.6(d)(i)(D). Any determination, decision or election that may be made by Agent
or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.6(d), including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 3.6(d).


 


(D) Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including the Term SOFR Reference
Rate) and either (I) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate
from time to time as selected by Agent in its reasonable discretion or (II) the administrator of such Benchmark or the regulatory supervisor
for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such
Benchmark is not or will not be representative, then Agent may modify the definition of “Term SOFR” (or any similar or analogous
definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative and (2) if a tenor that was
removed pursuant to clause (1) above either (I) is subsequently displayed on a screen or information service for a Benchmark (including
a Benchmark Replacement) or (II) is not, or is no longer, subject to an announcement that it is not or will not be representative (including
a Benchmark Replacement), then Agent may modify the definition of “Term SOFR” (or any similar or analogous definition) for
all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(E) Benchmark
Unavailability Period. Upon Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period,
(1) Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans to be made,
converted or continued during any Benchmark Unavailability Period and, failing that, Borrower Representative will be deemed to have converted
any such request into a request for a borrowing of or conversion to Base Rate Loans and (2) any outstanding affected SOFR Loans will
be deemed to have been converted to Base Rate Loans at the end of the applicable calendar month. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an available tenor, the component of the Base Rate based upon
the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.


 






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(ii) No
Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any
of their Participants, is required actually to match fund any Obligation as to which interest accrues at Adjusted Term SOFR or the Term
SOFR Reference Rate.


 


3.7. Term
SOFR Conforming Changes. In connection with the use or administration of Term SOFR, Agent will in consultation with Borrowers have
the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document,
any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to
this Agreement or any other Loan Document. Agent will promptly notify Borrower Representative and the Lenders of the effectiveness of
any Conforming Changes in connection with the use or administration of Term SOFR.


 


4. CONDITIONS
PRECEDENT.


 


4.1. Conditions
to Initial Loans. Each Lender’s obligation to fund the initial Loans under this Agreement is subject to the following conditions
precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in
a manner acceptable to Agent (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to
Agent):


 


(a) each
Loan Party Obligor shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have
duly executed and or delivered, to Agent such agreements, instruments, documents, proxies and certificates as Agent may require, including
such other agreements, instruments, documents and certificates listed on the closing checklist attached hereto as Exhibit B;


 


(b) Agent
shall have completed its business and legal due diligence pertaining to the Loan Parties and their respective businesses and assets,
with results thereof satisfactory to Agent in its sole discretion;


 


(c) each
Lender’s obligations and commitments under this Agreement shall have been approved by such Lender’s Credit Committee;


 


(d) after
giving effect to such Loans, as well as to the payment of all trade payables older than sixty days past due and the consummation of all
transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no
less than $30,000,000;


 


(e) since
December 31, 2017, no event shall have occurred which has had, or could reasonably be expected to have, a Material Adverse Effect
on any Loan Party; and


 


(f) Borrowers
shall have paid to Agent all fees due on the date hereof, and shall have paid or reimbursed Agent for all of Agent’s costs, charges
and expenses incurred through the Closing Date (and in connection herewith, Borrowers hereby irrevocably authorizes Agent to charge such
fees, costs, charges and expenses as Revolving Loans) provided, that Borrowers shall only be obligated to pay or reimburse
Agent for legal fees in amount up to and not to exceed $30,000.


 





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4.2. Conditions
to all Loans. No Lender shall be obligated to fund any Loans, unless the following conditions are satisfied:


 


(a) Borrower
Representative shall have provided to Agent such information as Agent may require in order to determine the Borrowing Base (including
the items set forth in Section 7.15(a), (b) and (c) (as applicable)), as of such borrowing or issue date, after
giving effect to such Loans;


 


(b) each
of the representations and warranties set forth in this Agreement and in the other Loan Documents shall be true and correct in all respects
as of the date such Loan is made (or, to the extent any representations or warranties are expressly made solely as of an earlier date,
such representations and warranties shall be true and correct as of such earlier date), both before and after giving effect thereto;


 


(c) no
Default or Event of Default shall be in existence, both before and after giving effect thereto; and


 


(d) no
event shall have occurred or circumstance shall exist that has or could reasonably be expected to have a Material Adverse Effect.


 


Each
request (or deemed request) by Borrowers for funding of a Loan shall constitute a representation by each Borrower that the foregoing
conditions are satisfied on the date of such request and on the date of such funding or issuance. As an additional condition to any funding,
issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in
connection therewith.


 


5. COLLATERAL.


 


5.1. Grant
of Security Interest. To secure the full payment and performance of all of the Obligations, each Loan Party Obligor hereby assigns
to Agent and grants to Agent, for itself and on behalf of the Lenders, a continuing security interest in all property of each Loan Party
Obligor, whether tangible or intangible, real or personal, now or hereafter owned, existing, acquired or arising and wherever now or
hereafter located, and whether or not eligible for lending purposes, including: (a) all Accounts and all Goods whose sale, lease or other
disposition by any Loan Party Obligor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by,
any Loan Party Obligor; (b) all Chattel Paper (including Electronic Chattel Paper), Instruments, Documents, and General Intangibles (including
all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications,
registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guaranty claims,
contracts rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether
or not Eligible Inventory); (d) all Goods (other than Inventory), including Equipment, vehicles, and Fixtures; (e) all Investment Property,
including all rights, privileges, authority, and powers of each Loan Party Obligor as an owner or as a holder of Pledged Equity, including
all economic rights, all control rights, authority and powers, and all status rights of each Loan Party Obligor as a member, equity holder
or shareholder, as applicable, of each Issuer and any rights related to any Loan Party Obligors’ capital account within the Issuer
in respect of Investment Property; (f) all Deposit Accounts, bank accounts, deposits, money and cash; (g) all Letter-of-Credit Rights;
(h) all Commercial Tort Claims including those listed in Section 2 of the Perfection Certificate (if any); (i) all Supporting Obligations;
(j) all life insurance policies; (k) all leases; (l) any other property of any Loan Party Obligor now or hereafter in the possession,
custody or control of Agent or any agent or any parent, Affiliate or Subsidiary of Agent, any Lender or any Participant with Lender in
the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (m) all additions
and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including proceeds of all insurance
policies insuring the foregoing property (including hazard, flood and credit insurance), and all of each Loan Party Obligor’s books
and records relating to any of the foregoing and to any Loan Party’s business.


 






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5.2. Possessory
Collateral. Promptly, but in any event no later than five (5) Business Days after any Loan Party Obligor’s receipt of any portion
of the Collateral evidenced by an agreement, Instrument or Document, including any Tangible Chattel Paper and any Investment Property
consisting of certificated securities, such Loan Party Obligor shall deliver the original thereof to Agent together with an appropriate
endorsement or other specific evidence of assignment thereof to Agent (in form and substance acceptable to Agent). If an endorsement
or assignment of any such items shall not be made for any reason, Agent is hereby irrevocably authorized, as attorney and agent-in-fact
(coupled with an interest) for each Loan Party Obligor, to endorse or assign the same on such Loan Party Obligor’s behalf.


 


5.3. Further
Assurances. Each Loan Party Obligor shall, at its own cost and expense, promptly and duly take, execute, acknowledge and deliver
(or cause each other applicable Person to take, execute, acknowledge and deliver) all such further acts, documents, agreements and instruments
as may from time to time be necessary or desirable or as Agent may from time to time require in order to (a) carry out the intent and
purposes of the Loan Documents and the transactions contemplated thereby, (b) establish, create, preserve, protect and perfect a first
priority Lien (subject only to Permitted Liens) in favor of Agent in all the Collateral (wherever located) from time to time owned by
the Loan Party Obligors and in all capital stock and other equity from time to time issued by the Loan Parties (other than Parent) (including
appraisals of real property in compliance with FIRREA), (c) cause Parent and each Subsidiary of Borrower to guaranty all of the Obligations,
all pursuant to documentation that is in form and substance reasonably satisfactory to Agent and (d) facilitate the collection of the
Collateral. Without limiting the foregoing, each Loan Party Obligor shall, at its own cost and expense, promptly and duly take, execute,
acknowledge and deliver (or cause each other applicable Person to take, execute, acknowledge and deliver) to Agent all promissory notes,
security agreements, agreements with landlords, mortgagees and processors and other bailees, subordination and intercreditor agreements
and other agreements, instruments and documents, in each case in form and substance reasonably acceptable to Agent, as Agent may request
from time to time to perfect, protect and maintain Agent’s security interests in the Collateral, including the required priority
thereof, and to fully carry out the transactions contemplated by the Loan Documents.


 






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5.4. UCC
Financing Statements. Each Loan Party Obligor authorizes Agent to file, transmit or communicate, as applicable, from time to time,
UCC Financing Statements, along with amendments and modifications thereto, in all filing offices selected by Agent, listing such Loan
Party Obligor as the Debtor and Agent as the Secured Party, and describing the collateral covered thereby in such manner as Agent may
elect, including using descriptions such as “all personal property of debtor” or “all assets of debtor,” or words
of similar effect, in each case without such Loan Party Obligor’s signature. Each Loan Party Obligor also hereby ratifies its authorization
for Agent to have filed, in any filing office, any Financing Statements filed prior to the date hereof.


 


6. CERTAIN
PROVISIONS REGARDING ACCOUNTS, COLLECTIONS AND APPLICATIONS OF PAYMENTS.


 


6.1. Lock
Boxes and Blocked Accounts. Each Loan Party Obligor hereby represents and warrants that all Deposit Accounts and all other depositary
and other accounts maintained by each Loan Party Obligor as of the Closing Date are described in Section 3 of the Perfection Certificate,
which description includes for each such account the name of the Loan Party Obligor maintaining the account, the name of the financial
institution at which the account is maintained, the account number and the purpose of the account. After the Closing Date, no Loan Party
Obligor shall open any new Deposit Account or any other depositary or other account without the prior written consent of Agent and without
updating Section 3 of the Perfection Certificate to reflect such Deposit Account or other account. No Deposit Account or other account
of any Loan Party Obligor shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 3
of the Perfection Certificate as being Restricted Accounts (and each Loan Party Obligor hereby represents and warrants that each such
account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account).
Each Loan Party Obligor will, at its expense, establish (and revise from time to time as Agent may require) procedures acceptable to
Agent, in Agent’s sole discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party
Obligor’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account
Debtors to send all Account proceeds directly to a post office box designated by Agent either in the name of such Loan Party Obligor
(but as to which Agent has access subject to a Control Agreement) or, at Agent’s option, in the name of Agent (a “Lock
Box”) and (b) depositing all Collections received by such Loan Party Obligor into one or more bank accounts maintained
in the name of such Loan Party Obligor (but as to which Agent has access subject to a Control Agreement) or, at Agent’s option,
in the name of Agent (each, a “Blocked Account”), under an arrangement acceptable to Agent with a depository
bank acceptable to Agent, pursuant to which all funds deposited into each Blocked Account are to be transferred to Agent in such manner,
and with such frequency, as Agent shall specify, and/or (c) a combination of the foregoing. Each Loan Party Obligor agrees to execute,
and to cause its depository banks and other account holders to execute, such Lock Box and Blocked Account control agreements and other
documentation as Agent shall require from time to time in connection with the foregoing, all in form and substance acceptable to Agent,
and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date
hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding
Restricted Accounts. Prior to the Closing Date, Borrowers shall deliver to Agent a complete and executed Authorized Accounts form regarding
each Borrower’s operating account(s) into which the proceeds of Loans are to be paid in the form of Exhibit D annexed hereto.


 






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6.2. Application
of Payments. All amounts paid to or received by Agent in respect of monetary Obligations, from whatever source (whether from any
Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization
upon any Collateral or otherwise) shall be applied by Agent to the Obligations as follows:


 


(i) FIRST,
to reimburse Agent for all out-of-pocket costs and expenses, and all indemnified losses, incurred by Agent which are reimbursable to
Agent in accordance with this Agreement or any of the other Loan Documents;


 


(ii) SECOND,
to any accrued but unpaid interest on any Protective Advances;


 


(iii) THIRD,
to the outstanding principal of any Protective Advances;


 


(iv) FOURTH,
to any accrued but unpaid fees owing to Agent and Lenders under this Agreement and/or any other Loan Documents;


 


(v) FIFTH,
to any unpaid accrued interest on the Obligations;


 


(vi) SIXTH,
to the outstanding principal of the Loans; and


 


(vii) SEVENTH,
to the payment of any other outstanding Obligations; and after payment in full in cash of all of the outstanding monetary Obligations,
any further amounts paid to or received by Agent in respect of the Obligations (so long as no monetary Obligations are outstanding) shall
be paid over to Borrowers or such other Person(s) as may be legally entitled thereto.


 


For
purposes of determining the Borrowing Base, such amounts will be credited to the Loan Account and the Collateral balances to which they
relate upon Agent’s receipt of an advice from Agent’s Bank (set forth in Section 5 of Annex I) that such items
have been credited to Agent’s account at Agent’s Bank (or upon Agent’s deposit thereof at Agent’s Bank in the
case of payments received by Agent in kind), in each case subject to final payment and collection. However, for purposes of computing
interest on the Obligations, such items shall be deemed applied by Agent two (2) Business Days after Agent ‘s receipt of advice
of deposit thereof at Agent’s Bank.


 


6.3. Notification;
Verification. Agent or its designee may, from time to time: (a) whether or not a Default or Event of Default has occurred, verify
directly with the Account Debtors of the Loan Party Obligors (or by any manner and through any medium Agent considers advisable) the
validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Party Obligors, by means of mail, telephone
or otherwise, either in the name of the applicable Loan Party Obligor or Agent or such other name as Agent may choose; (b) whether or
not a Default or Event of Default has occurred, notify Account Debtors of the Loan Party Obligors that Agent has a security interest
in the Accounts of the Loan Party Obligors and direct such Account Debtors to make payment thereof directly to Agent; each such notification
to be sent on the letterhead of such Loan Party Obligor and substantially in the form of Exhibit E annexed hereto; and (c) following
the occurrence and during the continuance of a Default or Event of Default, demand, collect or enforce payment of any Accounts and Chattel
Paper (but without any duty to do so) and, in furtherance of the foregoing, each Loan Party Obligor hereby authorizes Account Debtors
to make payments directly to Agent and to rely on notice from Agent without further inquiry. Agent may on behalf of each Loan Party Obligor
endorse all items of payment received by Agent that are payable to such Loan Party Obligor for the purposes described above.


 






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6.4. Power
of Attorney. Without limiting any of Agent’s and the other Lenders’ other rights under this Agreement or any other Loan
Document, each Loan Party Obligor hereby grants to Agent an irrevocable power of attorney, coupled with an interest, authorizing and
permitting Agent (acting through any of its officers, employees, attorneys or agents), at Agent’s option but without obligation,
with or without notice to such Loan Party Obligor, and at each Loan Party Obligor’s expense, to do any or all of the following,
in such Loan Party Obligor’s name or otherwise:


 


(a) at
any time, whether or not an Event of Default has occurred or is continuing, (i) execute on behalf of such Loan Party Obligor any documents
that Agent may, in its sole discretion, deem advisable in order to perfect, protect and maintain Agent’s security interests, and
priority thereof, in the Collateral and to fully consummate all the transactions contemplated by this Agreement and the other Loan Documents
(including such Financing Statements and continuation Financing Statements, and amendments or other modifications thereto, as Agent shall
deem necessary or appropriate) and to notify Account Debtors of the Loan Party Obligors in the manner contemplated by Section 6.3,
(ii) endorse such Loan Party Obligor’s name on all checks and other forms of remittances received by Agent, (iii) pay any sums
required on account of such Loan Party Obligor’s taxes or to secure the release of any Liens therefor, (iv) pay any amounts necessary
to obtain, or maintain in effect, any of the insurance described in Section 7.14, (v) receive and otherwise take control
in any manner of any cash or non-cash items of payment or Proceeds of Collateral, (vi) receive, open and dispose of all mail addressed
to such Loan Party Obligor at any post office box or lockbox maintained by Agent for such Loan Party Obligor or at any other business
premises of Agent and (vii) endorse or assign to Agent on such Loan Party Obligor’s behalf any portion of Collateral evidenced
by an agreement, Instrument or Document if an endorsement or assignment of any such items is not made by such Loan Party Obligor pursuant
to Section 5.2; and


 


(b) at
any time, after the occurrence and during the continuance of an Event of Default, (i) execute on behalf of such Loan Party Obligor any
document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or lease (as lessor or lessee) any
real or personal property which is part of the Collateral or in which Agent has an interest, (ii) execute on behalf of such Loan Party
Obligor any invoices relating to any Accounts, any draft against any Account Debtor, any proof of claim in bankruptcy, any notice of
Lien or claim, and any assignment or satisfaction of mechanic’s, materialman’s or other Lien, (iii) execute on behalf of
such Loan Party Obligor any notice to any Account Debtor, (iv) pay, contest or settle any Lien, charge, encumbrance, security interest
and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge
the same, (v) grant extensions of time to pay, compromise claims relating to, and settle Accounts, Chattel Paper and General Intangibles
for less than face value and execute all releases and other documents in connection therewith, (vi) settle and adjust, and give releases
of, any insurance claim that relates to any of the Collateral and obtain payment therefor, (vii) instruct any third party having custody
or control of any Collateral or books or records belonging to, or relating to, such Loan Party Obligor to give Agent the same rights
of access and other rights with respect thereto as Agent has under this Agreement or any other Loan Document, (viii) change the address
for delivery of such Loan Party Obligor’s mail, (ix) vote any right or interest with respect to any Investment Property, and (x)
instruct any Account Debtor to make all payments due to any Loan Party Obligor directly to Agent.


 





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Any
and all sums paid, and any and all costs, expenses, liabilities, obligations and reasonable attorneys’ fees (internal and external
counsel) of Agent with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and
shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. Each Loan Party Obligor agrees
that Agent’s rights under the foregoing power of attorney and any of Agent’s other rights under this Agreement or the other
Loan Documents shall not be construed to indicate that Agent or any Lender is in control of the business, management or properties of
any Loan Party Obligor.


 


6.5. Disputes.
Each Loan Party Obligor shall promptly notify Agent of all disputes or claims relating to its Accounts and Chattel Paper. Each Loan Party
Obligor agrees that it will not, without Agent’s prior written consent, compromise or settle any of its Accounts or Chattel Paper
for less than the full amount thereof, grant any extension of time for payment of any of its Accounts or Chattel Paper, release (in whole
or in part) any Account Debtor or other person liable for the payment of any of its Accounts or Chattel Paper or grant any credits, discounts,
allowances, deductions, return authorizations or the like with respect to any of its Accounts or Chattel Paper; except (unless otherwise
directed by Agent during the existence of a Default or an Event of Default) such Loan Party Obligor may take any of such actions in the
Ordinary Course of Business consistent with past practices, provided that Borrower Representative promptly reports the same to Agent.


 


6.6. Invoices.
At Agent’s request, each Loan Party Obligor will cause all invoices and statements that it sends to Account Debtors or other third
parties to be marked and authenticated, in a manner reasonably satisfactory to Agent, to reflect Agent’s security interest therein
and payment instructions (including, but not limited to, in a manner to meet the requirements of Section 9-404(a)(2) of the UCC).


 


Reserved.


 


7. REPRESENTATIONS,
WARRANTIES AND AFFIRMATIVE COVENANTS.


 


To
induce Agent and the Lenders to enter into this Agreement, each Loan Party Obligor represents, warrants and covenants as follows (it
being understood and agreed that (a) each such representation and warranty (i) will be made as of the date hereof and be deemed remade
as of each date on which any Loan is made (except to the extent any such representation or warranty expressly relates only to any earlier
or specified date, in which case such representation or warranty will be made as of such earlier or specified date) and (ii) shall not
be affected by any knowledge of, or any investigation by, Agent or any Lender and (b) each such covenant shall continuously apply with
respect to all times commencing on the date hereof and continuing until the Termination Date):


 






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7.1. Existence
and Authority. Each Loan Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization
(which jurisdiction is identified in Section 1(a) of the Perfection Certificate) and is qualified to do business in each jurisdiction
in which the operation of its business requires that it be qualified (which each such jurisdiction is identified in Section 1(a)
of the Perfection Certificate) or, if such Loan Party is not so qualified, such Loan Party may cure any such failure without losing any
of its rights, incurring any liens or material penalties, or otherwise affecting Agent’s rights. Each Loan Party has all requisite
power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to
enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. The execution, delivery
and performance by each Loan Party Obligor of this Agreement and all of the other Loan Documents to which such Loan Party Obligor is
a party have been duly and validly authorized, do not violate such Loan Party Obligor’s Governing Documents or any applicable law
or any material agreement or instrument or any court order which is binding upon any Loan Party or its property, do not constitute grounds
for acceleration of any Indebtedness or obligation under any material agreement or instrument which is binding upon any Loan Party or
its property, and do not require the consent of any Person. No Loan Party is required to obtain any government approval, consent, or
authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to
the execution, delivery or performance of any of the Loan Documents. This Agreement and each of the other Loan Documents have been duly
executed and delivered by, and are enforceable against, each of the Loan Party Obligors who have signed them, in accordance with their
respective terms. Section 1(f) of the Perfection Certificate sets forth the ownership of each Borrower and its Subsidiaries and,
as of the Closing Date, Parent.


 


7.2. Names;
Trade Names and Styles. The name of each Loan Party Obligor set forth on Section 1(b) of the Perfection Certificate is its correct
and complete legal name as of the date hereof, and except as stated in Section 1(b) of the Perfection Certificate, and no Loan Party
Obligor has used any other name at any time in the past five (5) years, or at any time will use any other name, in any tax filing made
in any jurisdiction. Listed in Section 1(b) of the Perfection Certificate are all prior names used by each Loan Party Obligor at
any time in the past five (5) years and all of the present and prior trade names used by any Loan Party Obligor at any time in the past
five (5) years. Borrower Representative shall give Agent at least thirty (30) days’ prior written notice (and will deliver an updated
Section 1(b) of the Perfection Certificate to reflect the same) before it or any other Loan Party Obligor changes its legal name
or does business under any other name.


 






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7.3. Title
to Collateral; Third Party Locations; Permitted Liens. Each Loan Party Obligor has, and at all times will continue to have, good
and marketable title to all of the Collateral. The Collateral now is, and at all times will remain, free and clear of any and all Liens,
except for Permitted Liens. Agent now has, and will at all times continue to have, a first priority perfected and enforceable security
interest in all of the Collateral, subject only to the Permitted Liens, and each Loan Party Obligor will at all times defend Agent and
the Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real
property in such a manner, or with such intent, as to become a fixture. Except for leases or subleases as to which Borrowers have delivered
to Agent a landlord’s waiver in form and substance reasonably satisfactory to Agent (unless waived by Agent in its sole discretion;
provided, that such waiver may be conditioned upon Agent establishing a rent or other similar Reserve satisfactory to Agent
in its sole discretion), no Loan Party Obligor is or will be a lessee or sublessee under any real property lease or sublease. Except
for warehouses as to which Borrowers have delivered to Agent a warehouseman’s waiver in form and substance reasonably satisfactory
to Agent (unless waived by Agent in its sole discretion; provided, that such waiver may be conditioned upon Agent establishing
a rent or other similar Reserve satisfactory to Agent in its sole discretion), no Loan Party Obligor is or will at any time be a bailor
of any Goods at any warehouse or otherwise. Prior to causing or permitting any Collateral to at any time be located upon premises in
which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrower Representative shall notify Agent
and the applicable Loan Party Obligor shall cause each such third party to execute and deliver to Agent, in form and substance reasonably
acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things,
ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third
party and that Agent has access to such Collateral. Each applicable Loan Party Obligor will keep at all times in full force and effect,
and will comply at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be
located.


 


7.4. Accounts
and Chattel Paper. As of each date reported by Borrowers, all Accounts which any Borrower has then reported to Agent as then being
Eligible Accounts comply in all respects with the criteria for eligibility set forth in the respective definitions of Eligible Billed
Accounts and Eligible Unbilled Accounts. All such Accounts, and all Chattel Paper owned by any Loan Party Obligor, are genuine and in
all respects what they purport to be, arise out of a completed, bona fide and unconditional and non-contingent sale and delivery of goods
or rendition of services by a Borrower in the Ordinary Course of Business and in accordance with the terms and conditions of all purchase
orders, contracts or other documents relating thereto, each Account Debtor thereunder had the capacity to contract at the time any contract
or other document giving rise to such Accounts and Chattel Paper were executed, and the transactions giving rise to such Accounts and
Chattel Paper comply with all applicable laws and governmental rules and regulations.


 


7.5. Electronic
Chattel Paper. To the extent that any Loan Party Obligor obtains or maintains any Electronic Chattel Paper, such Loan Party Obligor
shall at all times create, store and assign the record or records comprising the Electronic Chattel Paper in such a manner that (a) a
single authoritative copy of the record or records exists which is unique, identifiable and except as otherwise provided below, unalterable,
(b) the authoritative copy identifies Agent as the assignee of the record or records, (c) the authoritative copy is communicated to and
maintained by Agent or its designated custodian, (d) copies or revisions that add or change an identified assignee of the authoritative
copy can only be made with the participation of Agent, (e) each copy of the authoritative copy and any copy of a copy is readily identifiable
as a copy that is not the authoritative copy and (f) any revision of the authoritative copy is readily identifiable as an authorized
or unauthorized revision.


 


7.6. Capitalization;
Investment Property.


 


(a) No
Loan Party, directly or indirectly, owns, or shall at any time own, any capital stock or other equity interests of any other Person except
as set forth in Sections 1(f) and 1(g) of the Perfection Certificate, which Sections list all Investment Property owned by each
Loan Party Obligor.


 





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(b) None
of the Pledged Equity has been issued or otherwise transferred in violation of the Securities Act, or other applicable laws of any jurisdiction
to which such issuance or transfer may be subject. The Pledged Equity pledged by each Loan Party Obligor hereunder constitutes all of
the issued and outstanding equity interests of each Issuer owned by such Loan Party Obligor.


 


(c) All
of the Pledged Equity has been duly and validly issued and is fully paid and non-assessable, and the holders thereof are not entitled
to any preemptive, first refusal or other similar rights. There are no outstanding options, warrants or similar agreements, documents,
or instruments with respect to any of the Pledged Equity.


 


(d) Each
Loan Party Obligor has caused each Issuer to amend or otherwise modify its Governing Documents, books, records, and related agreements,
documents and instruments, as applicable, to reflect the rights and interests of Agent hereunder, and to the extent required to enable
and empower Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Equity and other Investment Property.


 


(e) Each
Loan Party Obligor will take any and all actions required or requested by Agent, from time to time, to (i) cause Agent to obtain control
of any Investment Property in a manner reasonably acceptable to Agent and (ii) obtain from any Issuers and such other Persons as Agent
shall specify, for the benefit of Agent, written confirmation of Agent’s control over such Investment Property and take such other
actions as Agent may request to perfect Agent’s security interest in any Investment Property. For purposes of this Section 7.6,
Agent shall have control of Investment Property if (A) pursuant to Section 5.2, such Investment Property consists of certificated
securities and the applicable Loan Party Obligor delivers such certificated securities to Agent (with all appropriate endorsements),
(B) such Investment Property consists of uncertificated securities and either (x) the applicable Loan Party Obligor delivers such uncertificated
securities to Agent or (y) the Issuer thereof agrees, pursuant to documentation in form and substance reasonably satisfactory to Agent,
that it will comply with instructions originated by Agent without further consent by the applicable Loan Party Obligor and (C) such Investment
Property consists of security entitlements and either (x) Agent becomes the entitlement holder thereof or (y) the appropriate securities
intermediary agrees, pursuant to documentation in form and substance reasonably satisfactory to Agent, that it will comply with entitlement
orders originated by Agent without further consent by the applicable Loan Party Obligor. Each Loan Party Obligor that is a limited liability
company or a partnership hereby represents and warrants that it has not, and at no time will, elect pursuant to the provisions of Section 8-103
of the UCC to provide that its equity interests are securities governed by Article 8 of the UCC.


 


(f) No
Loan Party owns, or has any present intention of acquiring, any “margin security” or any “margin
stock” within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System (herein called
“margin security” and “margin stock”). None of the proceeds of the Loans will be
used, directly or indirectly, for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any Indebtedness
which was originally incurred to purchase or carry, any margin security or margin stock or for any other purpose which might constitute
the transactions contemplated hereby a “purpose credit” within the meaning of said Regulations T, U or X, or
cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Exchange Act, or
any rules or regulations promulgated under such statutes.


 





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(g) No
Loan Party Obligor shall vote to enable, or take any other action to cause or to permit, any Issuer to issue any equity interests of
any nature, or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any equity
interests of any nature of any Issuer.


 


(h) No
Loan Party Obligor shall take, or fail to take, any action that would in any manner impair the value or the enforceability of Agent’s
Lien on any of the Investment Property, or any of Agent’s rights or remedies under this Agreement or any other Loan Document with
respect to any of the Investment Property.


 


(i) In
the case of any Loan Party Obligor which is an Issuer, such Issuer agrees that the terms of Section 11.3(g)(iii) shall apply
to such Loan Party Obligor with respect to all actions that may be required of it pursuant to such Section 11.3(g)(iii) regarding
the Investment Property issued by it.


 


(j) Each
Loan Party Obligor has made all capital contributions heretofore required to be made to the respective Issuer in respect of any Investment
Property constituting limited liability company interests and no additional capital contributions are required to be made in respect
of the respective limited liability company interests.


 


7.7. Commercial
Tort Claims. No Loan Party Obligor has any Commercial Tort Claims pending other than those listed in Section 2 of the Perfection
Certificate, and each Loan Party Obligor shall promptly (but in any case, no later than five (5) Business Days thereafter) notify Agent
in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party. Such notice shall
constitute such Loan Party Obligor’s authorization to amend such Section 2 to add such Commercial Tort Claim and shall automatically
be deemed to amend such Section 2 to include such Commercial Tort Claim.


 


7.8. Jurisdiction
of Organization; Location of Collateral. Sections 1(c) and 1(d) of the Perfection Certificate set forth (a) each place of business
of each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral
owned by each Loan Party Obligor is kept and (c) whether each such Collateral location and place of business (including each Loan Party
Obligor’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address
of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee,
except as expressly indicated in Sections 1(c) and 1(d) of the Perfection Certificate. Each Loan Party Obligor will give Agent at
least thirty (30) days’ prior written notice before changing its jurisdiction of organization, opening any additional place of
business, changing its chief executive office or the location of its books and records, or moving any of the Collateral to a location
other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate, and will execute and deliver
all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents
which Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent.
Without the prior written consent of Agent, no Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii)
allow any Collateral to be located outside of the continental United States of America.


 






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7.9. Financial
Statements and Reports; Solvency.


 


(a) All
financial statements delivered to Agent and Lenders by or on behalf of any Loan Party have been, and at all times will be, prepared in
conformity with GAAP in all material respects (except to the extent that equity expenses are not reflected in interim financial statements)
and completely and fairly reflect the financial condition of each Loan Party covered thereby, at the times and for the periods therein
stated, in all material respects.


 


(b) As
of the date hereof (after giving effect to the Loans to be made on the date hereof, and the consummation of the transactions contemplated
hereby), and as of each other day that any Loan is made (after giving effect thereof), (i) the fair saleable value of all of the assets
and properties of each Loan Party, individually, exceeds the aggregate liabilities and Indebtedness of each such Loan Party (including
contingent liabilities), (ii) each Loan Party, individually, is solvent and able to pay its debts as they come due, (iii) each Loan Party,
individually, has sufficient capital to carry on its business as now conducted and as proposed to be conducted, (iv) no Loan Party is
contemplating either the liquidation of all or any substantial portion of its assets or property, or the filing of any petition under
any state, federal, or other bankruptcy or insolvency law and (v) no Loan Party has knowledge of any Person contemplating the filing
of any such petition against any Loan Party.


 


7.10. Tax
Returns and Payments; Pension Contributions. Each Loan Party has timely filed all tax returns and reports required by applicable
law, has timely paid all applicable Taxes, assessments, deposits and contributions owing by such Loan Party and will timely pay all such
items in the future as they became due and payable. Each Loan Party may, however, defer payment of any contested taxes; provided,
that such Loan Party (a) in good faith contests its obligation to pay such Taxes by appropriate proceedings promptly and diligently instituted
and conducted, (b) notifies Agent in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds
or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (d) maintains adequate
reserves therefor in conformity with GAAP. No Loan Party is aware of any claims or adjustments proposed for any prior tax years that
could result in additional taxes becoming due and payable by any Loan Party. Each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other applicable laws. Each Plan that is intended to be a qualified plan under Section 401(a)
of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service to the effect that the
form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal
Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently
being processed by the Internal Revenue Service. To the best knowledge of each Loan Party, nothing has occurred that would prevent or
cause the loss of such tax-qualified status. There are no pending or, to the best knowledge of any Loan Party, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to result in liabilities
individually or in the aggregate in excess of $100,000 of any Loan Party. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in liabilities individually
or in the aggregate of any Loan Party in excess of $100,000. No ERISA Event has occurred, and no Loan Party is aware of any fact, event
or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan, in each
case that could reasonably be expected to result in liabilities individually or in the aggregate in excess of $100,000. Each Loan Party
and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no
waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, in each case except as could
not reasonably be expected to result in liabilities individually or in the aggregate to the Loan Parties in excess of $100,000.
100,000.As of the most recent valuation date for
any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%)
or higher and no Loan Party knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment
percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date. No Loan Party or any ERISA Affiliate
has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due
that are unpaid, except as could not reasonably be expected to result in liabilities individually or in the aggregate to the Loan Parties
in excess of $100,000. No Loan Party or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or
Section 4212(c) of ERISA except as could not reasonably be expected to result in liabilities individually or in the aggregate to
the Loan Parties in excess of $100,000. No Pension Plan has been terminated by the plan administrator thereof or by the PBGC, and no
event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title
IV of ERISA to terminate any Pension Plan, except as could not reasonably be expected to result in liabilities individually or in the
aggregate to the Loan Parties in excess of $100,000.


 






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7.11. Compliance
with Laws; Intellectual Property; Licenses.


 


(a) Each
Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws
and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s
business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters.


 


(b) No
Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ,
injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority
relating to any aspect of any Loan Party’s business, affairs, properties or assets. No Loan Party has received written notice of
or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect
of any provision of any applicable law.


 


(c) No
Loan Party Obligor owns any Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set
forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject
of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor
shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional Intellectual Property
rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate
to reflect such additional rights; provided, that such Loan Party Obligor’s failure to do so shall not impair Agent’s
security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in
such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and
suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or
United States Copyright Office, as applicable; provided, that such Loan Party Obligor’s failure to do so shall not
impair Agent’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid
right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment
configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s business, and each Loan
Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other
such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any notice claiming
that, any of such Intellectual Property infringes upon or violates the rights of any other Person.


 





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(d) Each
Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained
in connection with such Loan Party’s business operations, and all such licenses and permits are valid and in full force and effect.
Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material
respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or
limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such
licenses or permits to be voided, revoked or withdrawn.


 


7.12. Litigation.
Section 1(e) of the Perfection Certificate discloses all claims, proceedings, litigation or investigations pending or (to the best
of each Loan Party Obligor’s knowledge) threatened against any Loan Party as of the Third Amendment Effective Date. There is no
claim, suit, litigation, proceeding or investigation pending or (to the best of each Loan Party Obligor’s knowledge) threatened
by or against or affecting any Loan Party in any court or before any Governmental Authority (or any basis therefor known to any Loan
Party Obligor) which may result, either separately or in the aggregate, in liability in excess of $100,000 for the Loan Parties, in any
Material Adverse Effect, or in any material impairment in the ability of any Loan Party to carry on its business in substantially the
same manner as it is now being conducted.


 


7.13. Use
of Proceeds. All proceeds of all Loans shall be used by Borrowers solely (a) with respect to Loans made on the Closing Date, to repay
in full certain revolving line of credit with Renasant Bank (formerly known as Brand Bank) entered into as of August 31, 2018 in
the original principal amount of $15,000,000, (b) to pay the fees, costs, and expenses incurred in connection with this Agreement, the
other Loan Documents and the transactions contemplated hereby and thereby, (c) for Borrowers’ working capital purposes and (d)
for such other purposes as specifically permitted pursuant to the terms of this Agreement. All proceeds of all Loans will be used solely
for lawful business purposes.


 






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7.14. Insurance.


 


(a) Each
Loan Party will at all times carry property, liability and other insurance, with insurers reasonably acceptable to Agent, in such form
and amounts, and with such deductibles and other provisions, as Agent shall reasonably require, but in any event, in such amounts and
against such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas
in which such Loan Party operates, and each Borrower will provide Agent with evidence reasonably satisfactory to Agent that such insurance
is, at all times, in full force and effect. A true and complete listing of such insurance as of the Third Amendment Effective Date, including
issuers, coverages and deductibles, is set forth in Section 5 of the Perfection Certificate. Each property insurance policy shall
name Agent as lender loss payee and shall contain a lender’s loss payable endorsement, each liability insurance policy shall name
Agent as an additional insured, and each business interruption insurance policy shall be collaterally assigned to Agent, all in form
and substance reasonably satisfactory to Agent. All policies of insurance shall provide that they may not be cancelled or changed without
at least thirty (30) days’ (or, with respect to nonpayment of premiums, ten (10) days’) prior written notice to Agent, and
shall otherwise be in form and substance reasonably satisfactory to Agent. Borrower Representative shall advise Agent promptly of any
policy cancellation, non-renewal, reduction, or material amendment with respect to any insurance policies maintained by any Loan Party
or any receipt by any Loan Party of any notice from any insurance carrier regarding any intended or threatened cancellation, non-renewal,
reduction or material amendment of any of such policies, and Borrower Representative shall promptly deliver to Agent copies of all notices
and related documentation received by any Loan Party in connection with the same.


 


(b) Borrower
Representative shall deliver to Agent no later than fifteen (15) days prior to the expiration of any then current insurance policies,
insurance certificates evidencing renewal of all such insurance policies required by this Section 7.14. Borrower Representative
shall deliver to Agent, upon Agent’s request, certificates evidencing such insurance coverage in such form as Agent shall specify.


 


(c) IF
ANY LOAN PARTY AT ANY TIME OR TIMES HEREAFTER SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE POLICIES OF INSURANCE REQUIRED ABOVE (AND PROVIDE
EVIDENCE THEREOF TO AGENT) OR TO PAY ANY PREMIUM RELATING THERETO, THEN AGENT, WITHOUT WAIVING OR RELEASING ANY OBLIGATION OR DEFAULT
BY ANY BORROWER HEREUNDER, MAY (BUT SHALL BE UNDER NO OBLIGATION TO) OBTAIN AND MAINTAIN SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUMS
AND TAKE SUCH OTHER ACTIONS WITH RESPECT THERETO AS AGENT DEEMS ADVISABLE UPON NOTICE TO BORROWER REPRESENTATIVE. SUCH INSURANCE, IF
OBTAINED BY AGENT, MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY’S INTERESTS OR PAY ANY CLAIM MADE BY OR AGAINST ANY LOAN PARTY WITH
RESPECT TO THE COLLATERAL. SUCH INSURANCE MAY BE MORE EXPENSIVE THAN THE COST OF INSURANCE ANY LOAN PARTY MAY BE ABLE TO OBTAIN ON ITS
OWN AND MAY BE CANCELLED ONLY UPON THE APPLICABLE LOAN PARTY PROVIDING EVIDENCE THAT IT HAS OBTAINED THE INSURANCE AS REQUIRED ABOVE.
ALL SUMS DISBURSED BY AGENT IN CONNECTION WITH ANY SUCH ACTIONS, INCLUDING COURT COSTS, EXPENSES, OTHER CHARGES RELATING THERETO AND
REASONABLE INTERNAL AND EXTERNAL ATTORNEY COSTS, SHALL CONSTITUTE LOANS HEREUNDER, SHALL BE PAYABLE ON DEMAND BY BORROWERS TO AGENT AND,
UNTIL PAID, SHALL BEAR INTEREST AT THE HIGHEST RATE THEN APPLICABLE TO LOANS HEREUNDER.


 





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7.15. Financial,
Collateral and Other Reporting / Notices. Each Loan Party has kept, and will at all times keep, adequate records and books of account
with respect to its business activities and the Collateral in which proper entries are made in accordance with GAAP reflecting all its
financial transactions (except for the amortization of liquidated damages which is presented in sales and marketing for internal purposes
and to the extent that equity expenses are not reflected in interim financial statements). Each Loan Party Obligor will cause to be prepared
and furnished to Agent, in each case in a form and in such detail as is acceptable to Agent the following items (the items to be provided
under this Section 7.15 shall be delivered to Agent by posting on ABLSoft or, if requested by Agent, by another form of Approved
Electronic Communication or in writing):


 


(a) Annual
Financial Statements. Not later than one hundred and eighty (180) days after the close of Fiscal Year 2018 and one hundred twenty
(120) days after the close of each subsequent Fiscal Year, unqualified, audited financial statements of each Loan Party as of the end
of such Fiscal Year, including balance sheet, income statement, and statement of cash flow for such Fiscal Year, in each case on a consolidated
and consolidating basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrowers
but acceptable to Agent, together with a copy of any management letter issued in connection therewith. Concurrently with the delivery
of such financial statements, Borrower Representative shall deliver to Agent a Compliance Certificate, indicating whether (i) Borrowers
are in compliance with each of the covenants specified in Section 9, and setting forth a detailed calculation of such covenants
and (ii) any Default or Event of Default is then in existence;


 


(b) Interim
Financial Statements. Not later than thirty (30) days after the end of each month hereafter, including the last month of each Fiscal
Year, unaudited interim financial statements of each Loan Party as of the end of such month and of the portion of such Fiscal Year then
elapsed, including balance sheet, income statement, statement of cash flow, and results of their respective operations during such month
and the then-elapsed portion of the Fiscal Year, together with comparative figures for the same periods in the immediately preceding
Fiscal Year and the corresponding figures from the budget for the Fiscal Year covered by such financial statements, in each case on a
consolidated and consolidating basis, certified by the principal financial officer of Borrower Representative as prepared in accordance
with GAAP and fairly presenting the consolidated financial position and results of operations (including management discussion and analysis
of such results) of each Loan Party for such month and period subject only to changes from ordinary course year-end audit adjustments
and except that such statements need not contain footnotes. Concurrently with the delivery of such financial statements, Borrower Representative
shall deliver to Agent a Compliance Certificate, indicating whether (i) Borrowers are in compliance with each of the covenants specified
in Section 9, and setting forth a detailed calculation of such covenants, and (ii) any Default or Event of Default is then
in existence;


 





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(c) Borrowing
Base / Collateral Reports / Insurance Certificates / Perfection Certificates / Other Items. The items described on Annex II hereto
by the respective dates set forth therein.


 


(d) Projections,
Etc. Not later than ten (10) days prior to the end of each Fiscal Year, monthly business projections for the following Fiscal Year
for the Loan Parties on a consolidated and consolidating basis, which projections shall include for each such period Borrowing Base and
Term Borrowing Base projections, profit and loss projections, balance sheet projections, income statement projections and cash flow projections;


 


(e) Shareholder
Reports, Etc. Promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements
or reports which each Loan Party has made available to its shareholders and copies of any regular, periodic and special reports or registration
statements which any Loan Party files with the Securities and Exchange Commission or any Governmental Authority which may be substituted
therefor, or any national securities exchange;


 


(f) ERISA
Reports. Copies of any annual report to be filed pursuant to the requirements of ERISA in connection with each Plan subject thereto
promptly upon request by Agent and in addition, each Loan Party shall promptly notify Agent upon having knowledge of any ERISA Event;
and


 


(g) Tax
Returns. Each federal and state income tax return filed by any Loan Party or Other Obligor promptly (but in no event later than ten
(10) days following the filing of such return), together with such supporting documentation as is supplied to the applicable tax authority
with such return and proof of payment of any amounts owing with respect to such return.


 


(h) Notification
of Certain Changes. Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of
the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan
Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event
that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation,
action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or
claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan
Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event
or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any
Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue
in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged
breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification
of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s
certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall
give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event
or events giving rise to such notice obligation.


 





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(i) Amendments
to Term Loan Documents. Promptly following the occurrence of such event, any amendment, waiver, supplement, or other modification
of any Term Loan Document (accompanied by a true, correct and complete copy thereof).


 


(j) Amendments
to Third Lien Loan Documents. Promptly following the occurrence of such event, any amendment, waiver, supplement, or other modification
of any Third Lien Loan Document (accompanied by a true, correct and complete copy thereof).


 


(k) Other
Information. Promptly upon request, such other data and information (financial and otherwise) as Agent, from time to time, may reasonably
request, bearing upon or related to the Collateral or each Loan Party’s and each Other Obligor’s business or financial condition
or results of operations; and


 


(l) Notices
Under Material Contracts. Promptly upon any delivery to Loan Party or any of their Subsidiaries of any material notices under any
Material Contract (including any notice of default or termination or intent to terminate), a written statement describing such event,
with copies of such amendments, notices or new contracts (if applicable), delivered to Agent, and a description of any actions being
taken pursuant thereto.


 


(m) Notice
Under Merger Agreement. Promptly upon any delivery to Loan Party or any of their Subsidiaries of any material notices under the Merger
Agreement, a written statement describing such event, with copies of such notices or documents (if applicable), delivered to Agent, and
a description of any actions being taken pursuant thereto.


 


7.16. Litigation
Cooperation. Should any third-party suit, regulatory action, or any other judicial, administrative, or similar proceeding be instituted
by or against Agent or any Lender with respect to any Collateral or in any manner relating to any Loan Party, this Agreement, any other
Loan Document or the transactions contemplated hereby, each Loan Party Obligor shall, without expense to Agent or any Lender, make available
each Loan Party, such Loan Party’s officers, employees and agents, and any Loan Party’s books and records, without charge,
but only to the extent that Agent or such Lender may deem them reasonably necessary in order to prosecute or defend any such suit or
proceeding, subject in all events to confidentiality obligations owed to third-parties and preservation of the lawyer-client privilege
between a Loan Party and its attorneys.


 


7.17. Maintenance
of Collateral, Etc. Each Loan Party Obligor will maintain all of the Collateral in good working condition, ordinary wear and tear
excepted, and no Loan Party Obligor will use the Collateral for any unlawful purpose.


 






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7.18. Material
Contracts. Except as expressly disclosed in Section 1(h) of the Perfection Certificate as of the Third Amendment Effective Date,
no Loan Party is (a) a party to any contract which has had or could reasonably be expected to have a Material Adverse Effect or (b) in
default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (x) any contract
to which it is a party or by which any of its assets or properties is bound, which default, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect or result in liabilities in excess of $100,000 or (y) any Material Contract. Except for
the contracts and other agreements listed in Section 1(h) of the Perfection Certificate, no Loan Party is party, as of the Fourth
Amendment Effective Date, to any (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements
or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to
which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment
therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or
license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee, (vi) distribution, marketing
or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any Loan Party is a party (in each case with
respect to any contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments by or
to any Loan Party of more than $2,500,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party
is a partner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which
any Loan Party is a party, (ix) real estate leases, or (x) any Service Contract (as defined in the Intercreditor Agreement) constituting
a Material Contract under the Term Loan Agreement or (xi) any other contract to which any Loan Party is a party, in each case with respect
to this clause (x) the breach, nonperformance or cancellation of which, could reasonably be expected to have a Material Adverse Effect;
(each such contract and agreement, described in the preceding clauses (i) to (x), a “Material Contract”). The
Material Contracts listed in the Perfection Certificate are in full force and effect and there are no events of defaults thereunder or
any event which with notice or passage of time, or both, would constitute an event of default thereunder.


 


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


 


7.20. No
Material Adverse Change. Since December 31, 2017 there has been no material adverse change in the condition (financial or otherwise),
business, operations, or properties of any Loan Party or any Other Obligor.


 


7.21. Full
Disclosure. Excluding projections and other forward-looking information, pro forma financial information and information of a general
economic or industry nature, no report, notice, certificate, information or other statement delivered or made (including, in electronic
form) by or on behalf of any Loan Party, any Other Obligor or any of their respective Affiliates to Agent or Lender in connection with
this Agreement or any other Loan Document contains or will at any time contain any untrue statement of a material fact, or omits or will
at any time omit to state any material fact necessary to make any statements contained herein or therein not misleading. Except for matters
of a general economic or political nature which do not affect any Loan Party or any Other Obligor uniquely, there is no fact presently
known to any Loan Party Obligor which has not been disclosed to Agent, which has had or could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. Any projections and other forward-looking information and pro forma financial information
contained in such materials were prepared in good faith based upon assumptions that were believed by such Loan Party to be reasonable
at the time prepared and at the time furnished in light of conditions and facts then known (it being recognized that such projections
and other forward-looking information and pro forma financial information are not to be viewed as facts and that actual results during
the period or periods covered by any such projections or information may differ from the projected results, and such differences may
be material).


 






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7.22. Sensitive
Payments. No Loan Party (a) has made or will at any time make any contributions, payments or gifts to or for the private use of any
governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under
the applicable laws of the United States or the jurisdiction in which made or any other applicable jurisdiction, (b) has established
or maintained or will at any time establish or maintain any unrecorded fund or asset for any purpose or made any false or artificial
entries on its books, (c) has made or will at any time make any payments to any Person with the intention that any part of such payment
was to be used for any purpose other than that described in the documents supporting the payment or (d) has engaged in or will at any
time engage in any “trading with the enemy” or other transactions violating any rules or regulations of the
Office of Foreign Assets Control or any similar applicable laws, rules or regulations.


 


7.23. Parent.
Parent does not and shall not at any time (a) engage in any business activities other than serving as a passive holding company for each
Loan Party, (b) have any material assets other than the outstanding shares of equity interests issued by each Loan Party, (c) have any
Subsidiaries other than Loan Parties or (d) have any material liabilities other than the Obligations and the Term Debt.


 


7.24. Subordinated
Debt.


 


(a) Borrower
Representative has furnished Agent a true, correct and complete copy of each of the Subordinated Debt Documents. No statement or representation
made in any of the Subordinated Debt Documents by any Borrower or any other Loan Party or, to any Borrower Representative’s knowledge,
any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in
any material respect as of the time that such statement or representation is made. Each of the representations and warranties of the
Loan Parties set forth in each of the Subordinated Debt Documents are true and correct in all material respects. No portion of the Subordinated
Debt is, or at any time shall be, (i) secured by any assets of any of the Loan Parties or any other Person or any equity issued by any
of the Loan Parties or any other Person or (ii) guarantied by any Person(except to the extent expressly permitted by the Subordinated
Debt Subordination Agreement).


 


(b) The
provisions of the Subordinated Debt Subordination Agreement are enforceable against each holder of the Subordinated Debt. Each Borrower
and each other Loan Party Obligor acknowledges that Agent is entering into this Agreement and extending credit and making the Loans in
reliance upon the Subordinated Debt Subordination Agreement and this Section 7.24. All Obligations constitute senior Indebtedness
entitled to the benefits of the subordination provisions contained in the Subordinated Debt Documents.


 


7.25. Access
to Collateral, Books and Records. At reasonable times, Agent and its representatives or agents shall have the right to inspect the
Collateral and to examine and copy each Loan Party’s books and records. Each Loan Party Obligor agrees to give Agent access to
any or all of such Loan Party Obligor’s, and each of its Subsidiaries’, premises to enable Agent to conduct such inspections
and examinations. Such inspections and examinations shall be at Borrowers’ expense and the charge therefor shall be $1,150 per
person per day (or such higher amount as shall represent Agent’s then current standard charge), plus out-of-pocket expenses. Agent
may, at Borrowers’ expense, use each Loan Party’s personnel, computer and other equipment, programs, printed output and computer
readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Agent, in its sole discretion,
deems appropriate. Each Loan Party Obligor hereby irrevocably authorizes all accountants and third parties to disclose and deliver to
Agent, at Borrowers’ expense, all financial information, books and records, work papers, management reports and other information
in their possession regarding the Loan Parties; provided, however, that in no event shall this constitute or be construed
as a waiver of attorney-client privilege.


 






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7.26. Appraisals.
Each Loan Party Obligor will permit Agent and each of its representatives or agents to conduct appraisals and valuations of the Collateral
at such times and intervals as Agent may designate (including any appraisals that may be required to comply with FIRREA). Such appraisals
and valuations shall be at Borrowers’ expense.


 


7.27. Lender
Meetings. Upon the request of any Agent or the Required Lenders (which request, so long as no Event of Default shall have occurred
and be continuing, shall not be made more than once during each fiscal quarter), participate in a telephonic meeting with the Agents
and the Lenders at such time as may be agreed to by Borrower Representative and such Agent or the Required Lenders.


 


7.28. Interrelated
Businesses. Loan Parties make up a related organization of various entities constituting a single economic and business enterprise
so that Loan Parties share an identity of interests such that any benefit received by any one of them benefits the others. From time
to time each of the Loan Parties may render services to or for the benefit of the other Loan Parties, purchase or sell and supply goods
to or from or for the benefit of the others, make loans, advances and provide other financial accommodations to or for the benefit of
the other Loan Parties (including inter alia, the payment by such Loan Parties of creditors of the other Loan Parties and guarantees
by such Loan Parties of indebtedness of the other Loan Parties and provides administrative, marketing, payroll and management services
to or for the benefit of the other Loan Parties). Loan Parties have the same centralized accounting and legal services, certain common
officers and directors and generally do not provide stand-alone consolidating financial statements to creditors.


 


7.29. Post-Closing
Matters. Loan Party Obligors shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments,
agreements and information listed on Schedule 7.29 attached on or before the date set forth for each such item thereon, each of
which shall be completed or provided in form and substance reasonably satisfactory to Agent. Loan Party Obligors’ failure to complete
and satisfy any of the obligations under this Agreement on or before the dates indicated on Schedule 7.29, or Loan Party Obligors’
failure to deliver any of the above listed items on or before the dates on Schedule 7.29, shall constitute an Event of Default hereunder.


 






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7.30. Term
Debt.


 


(a) Borrowers
have furnished Agent a true, correct and complete copy of each of the Term Debt Documents. The Liens securing the Term Debt and the guarantees
of the Term Debt shall, in each case, be subject to the terms of the Intercreditor Agreement.


 


(b) Borrowers
and each other Loan Party Obligor acknowledges that Agent is entering into this Agreement and extending credit and making the Loans in
reliance upon the Intercreditor Agreement and this Section 7.30.


 


7.31. Third
Lien Obligations.


 


(a) Borrowers
have furnished Agent a true, correct and complete copy of each of the Third Lien Loan Documents. The Third Lien Obligations and the Liens
securing the Third Lien Obligations and the guarantees of the Third Lien Obligation shall, in each case, be subject to the terms of the
Third Lien Subordination Agreement.


 


(b) Borrowers
and each other Loan Party Obligor acknowledges that Agent and Lenders are entering into this Fourth Amendment and extending credit and
making the Loans in reliance upon the Third Lien Subordination Agreement and this Section 7.31.


 


7.32. Initial
Issuance Transaction. On or before November 23, 2022, Borrowers shall receive a contribution from Holdings of at least $4,960,000
from the net proceeds from the issuance of additional equity in the form of membership interests (or warrants therefor) in Holdings pursuant
to a transaction or series of transactions of the type described in the Rodina Capital Financing Commitment Letter or similar commitment
letter which has been entered into on or before the Sixth Amendment Effective Date, on such additional terms and documentation as approved
by Agent.


 


7.33. S-1
Registration Statement. Borrower shall provide Agent notice promptly upon the S-1 Filing having become effective under the Securities
Act and the rules and regulations promulgated thereunder.


 


7.34. Follow-on
Issuance Transactions. By the S-1 Trigger Date Borrowers shall receive a contribution from Holdings of at least $25,000,000 from
the net proceeds from the issuance of additional equity in the form of membership interests (or warrants therefor) in Holdings pursuant
to a transaction or series of transactions of the type described in the Rodina Capital Financing Commitment Letter or similar commitment
letter which has been entered into on or before the Sixth Amendment Effective Date, on such additional terms and documentation as approved
by Agent.


 


7.35. Consultant
Engagement. Borrowers shall continue to engage the Berkeley Research Group as a consultant at all times as required by Agent.


 






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8.
NEGATIVE COVENANTS. No
Loan Party Obligor shall, and no Loan Party Obligor shall permit any other Loan Party to:


 


(a) Merge
with or into another Person, Divide, or consolidate with another Person, form any new Subsidiary including by any Division thereof, or
acquire any interest in any Person other than (i) a Permitted Acquisition or (ii) the Permitted SPAC Merger;


 


(b) acquire
all or a material portion of the assets or the business of any Person other than a Permitted Acquisition;


 


(c) acquire
any assets except in the Ordinary Course of Business and as otherwise expressly permitted by this Agreement other than a Permitted Acquisition;


 


(d) substantially
change the nature of the business in which it is presently engaged or enter into any transaction outside the Ordinary Course of Business
that is not expressly permitted by this Agreement;


 


(e) sell,
lease, assign, transfer, return, liquidate, or dispose of any Collateral or other assets with an aggregate value in excess of $100,000
in any calendar month, except that each Loan Party may (i) sell finished goods Inventory in the Ordinary Course of Business and (ii)
dispose of worn-out or surplus Equipment to the extent that such Equipment is exchanged for credit against the purchase price of similar
replacement Equipment or the proceeds of such disposition are promptly applied to the purchase price of such replacement Equipment;


 


(f) make
any loans to, or investments in, any Affiliate or other Person in the form of money or other assets; provided, that (i)
Borrowers may make loans to and investments in its wholly-owned domestic Subsidiaries that are Loan Party Obligors and (ii) Parent may
make investments in Borrowers;


 


(g) incur
any Indebtedness other than the Obligations and Permitted Indebtedness;


 


(h) create,
incur, assume or suffer to exist any Lien or other encumbrance of any nature whatsoever or authorize under the UCC of any jurisdiction
a Financing Statement naming the Loan Party as debtor, or execute any security agreement authorizing any secured party thereunder to
file such Financing Statement, other than in favor of Agent to secure the Obligations, on any of its assets whether now or hereafter
owned, other than Permitted Liens;


 


(i) authorize,
enter into, or execute any agreement giving a Secured Party control of a Deposit Account as contemplated by Section 9-104 of the
UCC other than in favor of Agent to secure the Obligations and Term Agent to secure the Term Debt, subject to the terms of the Intercreditor
Agreement;


 


(j) enter
into any covenant or other agreement that restricts or is intended to restrict it from pledging or granting a security interest in, mortgaging,
assigning, encumbering or otherwise creating a Lien on any of its property, whether, real or personal, tangible or intangible, existing
or hereafter acquired, in favor of Agent;


 





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(k) guaranty
or otherwise become liable with respect to the obligations (other than the (i) Obligations (ii) the Term Debt, subject to the terms of
the Intercreditor Agreement, and (iii) the Third Lien Obligations, subject to the terms of the Third Lien Subordination Agreement) of
another party or entity;


 


(l) pay
or distribute any dividends or other distributions on any Loan Party’s stock or other equity interest (except for dividends payable
solely in capital stock or other equity interests of such Loan Party and dividends and distributions to Borrowers from a Loan Party Obligor);
provided, that notwithstanding the foregoing, Borrowers may declare and accrue any distribution or dividend for members
or shareholders; provided further that so long as no Default or Event of Default exists or would result therefrom, to the
extent Parent is treated as a flow-through entity for federal income tax purposes, the Loan Parties and their Subsidiaries may make Permitted
Tax Distributions.


 


(m) redeem,
retire, purchase or otherwise acquire, directly or indirectly, any of Loan Party’s capital stock or other equity interests, except
for redemptions of (i) “Incentive Units” (as defined in Parent’s Governing Documents) in an aggregate amount, for all
such redemptions after the Closing Date, not to exceed $250,000, or (ii) any other “Units” (as defined in Parent’s
Governing Documents) so long as no Default or Event of Default exists or would result therefrom and solely to the extent such redemptions
are financed with the proceeds of equity interests of Parent or Subordinated Debt permitted under clause (e) of the definition of Permitted
Indebtedness;


 


(n) refinance
any Term Debt or agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of any Term
Loan Documents, except to the extent permitted under the Intercreditor Agreement;


 


(o) dissolve
or elect to dissolve;


 


(p) engage,
directly or indirectly, in a business other than the business which is being conducted on the date hereof, wind up its business operations
or cease substantially all, or any material portion, of its normal business operations, or suffer any material disruption, interruption
or discontinuance of a material portion of its normal business operations;


 


(q) pay
any principal or other amount on any Indebtedness that is contractually subordinated to Agent in violation of the applicable subordination
or intercreditor agreement;


 


(r) enter
into any transaction with an Affiliate other than on arms-length terms disclosed to Agent in writing;


 


(s) change
its jurisdiction of organization or enter into any transaction which has the effect of changing its jurisdiction of organization except
as provided for in Section 7.8;


 


(t) agree,
consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of any Loan Party’s Governing
Documents, except for such amendments or other modifications required by applicable law or that are not materially adverse to Agent and
Lenders, and then, only to the extent such amendments or other modifications are fully disclosed in writing to Agent no less than five
(5) Business Days prior to being effectuated;


 





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(u) enter
into or assume any agreement prohibiting the creation or assumption of any Lien to secure the Obligations or any Lien upon its properties
or assets, whether now owned or hereafter acquired, except (i) pursuant to the Term Loan Documents (as amended from time to time in accordance
with the Intercreditor Agreement) or (ii) in connection with any document or instrument governing Liens permitted pursuant to clause
(a) of the definition of Permitted Liens provided that any such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien;


 


(v) create
or otherwise cause or suffer to exist or become effective any encumbrance or restriction (other than any Loan Documents, the Term Loan
Documents (as amended from time to time in accordance with the Intercreditor Agreement) or the Third Lien Documents (as amended from
time to time in accordance with the Third Lien Subordination Agreement)) of any kind on the ability of any such Person to pay or make
any dividends or distributions to any Borrower (other than any Loan Documents, the Term Loan Documents (as amended from time to time
in accordance with the Intercreditor Agreement) or the Third Lien Documents (as amended from time to time in accordance with the Third
Lien Subordination Agreement)), to pay any of the Obligations, to make loans or advances or to transfer any of its property or assets
to any Borrower (other than any Loan Documents, the Term Loan Documents (as amended from time to time in accordance with the Intercreditor
Agreement) or the Third Lien Documents (as amended from time to time in accordance with the Third Lien Subordination Agreement)); or


 


(w) agree,
consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of (i) any Subordinated Debt Document
in violation of the Subordinated Debt Subordination Agreement, (ii) any Term Loan Document in violation of the Intercreditor Agreement
or (iii) any Third Lien Loan Document in violation of the Third Lien Subordination Agreement.;


 


(x) agree,
consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of (i) any Third Lien Loan Document
in violation of the Third Lien Subordination Agreement or (ii) refinance or replace any Third Lien Obligations, except as permitted under
the Third Lien Subordination Agreement, which refinancing or replacement of the Third Lien Obligations shall be subject to the Third
Lien Subordination Agreement or another subordination agreement in form and substance acceptable to Agent.;


 


(y) make
any voluntary or mandatory prepayment of the Term Debt unless immediately prior to and after giving pro forma effect to any such voluntary
prepayment (i) Excess Availability is no less than $15,000,000 and (ii) no Default or Event of Default has occurred and is continuing.


 


9.
FINANCIAL COVENANTS.
Each Loan Party Obligor shall at all times comply with the following Financial Covenants:


 


9.1. Capital
Expenditure Limitation. The Loan Parties shall not make any Capital Expenditures if, after giving effect to such Capital Expenditures,
the aggregate cost of all Capital Expenditures of the Loan Parties would exceed $15,000,000 during any Fiscal Year.


 





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9.2. Minimum
Excess Availability. The Loan Parties shall not permit Excess Availability at any time to be less than the greater of (a) $4,000,000
and (b) 7.5% of the Borrowing Base (calculated using $0 for the Term Loan Push-Down Reserve regardless of its actual value at the time
of determination).


 


10. RELEASE,
LIMITATION OF LIABILITY AND INDEMNITY.


 


10.1. Release.
Each Borrower and each other Loan Party Obligor on behalf of itself and its successors, assigns, heirs and other legal representatives,
hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender and any and all Participants
and Affiliates, and their respective successors and assigns, and their respective directors, members, managers, officers, employees,
attorneys and agents, including without limitation each Agent-Related Person, and any other Person affiliated with or representing Agent
or any Lender (collectively, the “Released Parties”) of and from any and all liability, including all actual
or potential claims, demands or causes of action of any kind, nature or description whatsoever, whether arising in law or equity or under
contract or tort or under any state or federal law or otherwise, which any Borrower or any Loan Party or any of their successors, assigns
or other legal representatives has had, now has or has made claim to have against any of the Released Parties for or by reason of any
act, omission, matter, cause or thing whatsoever, including any liability arising from acts or omissions pertaining to the transactions
contemplated by this Agreement and the other Loan Documents, whether based on errors of judgment or mistake of law or fact, from the
beginning of time to and including the Closing Date, whether such claims, demands and causes of action are matured or known or unknown.
Notwithstanding any provision in this Agreement to the contrary, this Section 10.1 shall remain operative even after the
Termination Date and shall survive the payment in full of all of the Loans. Such release is made on the date hereof and remade upon each
request for a Loan by any Borrower.


 


10.2. Limitation
of Liability. In no circumstance will any of the Released Parties be liable for lost profits or other special, punitive, or consequential
damages. Notwithstanding any provision in this Agreement to the contrary, this Section 10.2 shall remain operative even after
the Termination Date and shall survive the payment in full of all of the Loans.


 


10.3. Indemnity.


 


(a) Each
Loan Party Obligor hereby agrees to indemnify the Released Parties and hold them harmless from and against any and all claims, debts,
liabilities, demands, obligations, actions, causes of action, penalties, costs and expenses (including internal and external attorneys’
fees), of every nature, character and description, which the Released Parties may sustain or incur based upon or arising out of any of
the transactions contemplated by this Agreement or any other Loan Documents or any of the Obligations, any Collateral relating thereto,
any drafts thereunder and any errors or omissions relating thereto, or any other matter, cause or thing whatsoever occurred, done, omitted
or suffered to be done by Agent or any Lender relating to any Loan Party or the Obligations (except any such amounts sustained or incurred
solely as the result of the gross negligence or willful misconduct of such Released Parties, as finally determined by a court of competent
jurisdiction). Notwithstanding any provision in this Agreement to the contrary, this Section 10.3 shall remain operative
even after the Termination Date and shall survive the payment in full of all of the Loans.


 





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(b) To
the extent that any Loan Party Obligor fails to pay any amount required to be paid by it to Agent (or any Released Party of Agent) under
paragraph (a) above, each Lender severally agrees to pay to Agent (or such Released Party), such Lender’s Pro Rata Share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that
any such payment by the Lenders shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed
expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against
Agent in its capacity as such.


 


11. EVENTS
OF DEFAULT AND REMEDIES.


 


11.1. Events
of Default. The occurrence of any of the following events shall constitute an “Event of Default”:


 


(a) Payment.
If any Loan Party Obligor or any Other Obligor fails to pay to Agent, when due, any principal or interest payment or any other monetary
Obligation required under this Agreement or any other Loan Document;


 


(b) Breaches
of Representations and Warranties. If any warranty, representation, statement, report or certificate made or delivered to Agent or
any Lender by or on behalf of any Loan Party or any Other Obligor is untrue or misleading in any material respect (except where such
warranty or representation is already qualified by Material Adverse Effect, materiality, dollar thresholds or similar qualifications,
in which case such warranty or representation shall be accurate in all respects);


 


(c) Breaches
of Covenants.


 


(i) If
any Loan Party or any Other Obligor defaults in the due observance or performance of any covenant, condition or agreement contained in
Section 5.2, 6.1, 6.6, 6.7, 7.2 (limited to the last sentence of Section 7.2), 7.3,
7.7, 7.8, 7.11(c), 7.13, 7.14, 7.15, 7.24, 7.25, 7.29, 7.32, 7.34, 7.35, 8 or 9; or


 


(ii) (ii)
If any Loan Party or any Other Obligor defaults in the due observance or performance of any covenant, condition or agreement
contained in any provision of this Agreement or any other Loan Document and not addressed in clauses Sections 11.1(a), (b)
or (c)(i), and the continuance of such default unremedied for a period of ten (10) Business Days; provided, that such
ten (10) Business Day grace period shall not be available for any default that is not reasonably capable of being cured within such
period or for any intentional default;


 


(d) Judgment.
If one or more judgments aggregating in excess of $100,000 is obtained against any Loan Party or any Other Obligor which remains unstayed
for more than thirty (30) days or is enforced;


 


(e) Cross-Default.
If any default occurs with respect to the Term Debt, Third Lien Obligations or any other Indebtedness (other than the Obligations or
the Subordinated Debt) of any Loan Party or any Other Obligor if (i) such default shall consist of the failure to pay such Indebtedness
when due, whether by acceleration or otherwise or (ii) the effect of such default is to permit the holder, with or without notice or
lapse of time or both, to accelerate the maturity of any such Indebtedness or to cause such Indebtedness to become due prior to the stated
maturity thereof (without regard to the existence of any subordination or intercreditor agreements);


 





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(f) Death
or Dissolution. The dissolution, death, termination of existence, insolvency or business failure or suspension or cessation of business
as usual of any Loan Party or any Other Obligor (or of any general partner of any Loan Party or any Other Obligor if it is a partnership);


 


(g) Voluntary
Bankruptcy or Similar Proceedings. If any Loan Party or any Other Obligor shall apply for or consent to the appointment of a receiver,
trustee, custodian or liquidator of it or any of its properties, admit in writing its inability to pay its debts as they mature, make
a general assignment for the benefit of creditors, be adjudicated a bankrupt or insolvent or be the subject of an order for relief under
the Bankruptcy Code or under any bankruptcy or insolvency law of a foreign jurisdiction, or file a voluntary petition in bankruptcy,
or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition
filed against it in any proceeding under any such law, or take or permit to be taken any action in furtherance of or for the purpose
of effecting any of the foregoing;


 


(h) Involuntary
Bankruptcy or Similar Proceedings. The commencement of an involuntary case or other proceeding against any Loan Party or any Other
Obligor seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other
similar applicable law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or if an order for relief is entered against any Loan Party or any Other Obligor under any bankruptcy,
insolvency or other similar applicable law as now or hereafter in effect; provided, that if such commencement of proceedings
is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within forty-five (45)
days after the commencement of such proceedings, though Agent and Lenders shall have no obligation to make Loans during such forty-five
(45) day period or, if earlier, until such proceedings are dismissed;


 


(i) Revocation
or Termination of Guaranty or Security Documents. The actual or attempted revocation or termination of, or limitation or denial of
liability under, any guaranty of any of the Obligations, or any security document securing any of the Obligations, by any Loan Party
or Other Obligor;


 


(j) Subordinated
Debt.


 


(i) A
Default or Event of Default (as such terms are defined in the Subordinated Debt Documents or Third Lien Loan Agreement, as applicable)
with respect to any Subordinated Debt or the Third Lien Obligations, as applicable or the occurrence of any condition or event that results
in the Subordinated Debt or Third Lien Obligations, as applicable, becoming due prior to its scheduled maturity as of the Closing Date
(or in the case of the Third Lien Obligations, the Third Lien Debt Incurrence Date) or permits any holder or holders of the Subordinated
Debt or the Third Loan Obligations, as applicable, or any trustee or agent on its or their behalf to cause the Subordinated Debt or the
Third Lien Obligations, as applicable, to become due, or require the prepayment, repurchase, redemption of defeasance thereof, prior
to its scheduled maturity as of the Closing Date (or, in the case of the Third Lien Obligations, the Third Lien Debt Incurrence Date);
or


 






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(ii) If
any Loan Party or Other Obligor makes any payment on account of any Indebtedness or obligation (including the Third Lien Obligations),
the payment of which has been contractually subordinated to the Obligations other than payments which are not prohibited by the applicable
subordination provisions pertaining thereto (or, in the case of the Third Lien Obligations, the Third Lien Subordination Agreement),
or if any Person who has subordinated such Indebtedness or obligations attempts to limit or terminate any applicable subordination provisions
pertaining thereto (or, in the case of the Third Lien Obligations, the Third Lien Subordination Agreement);


 


(k) Criminal
Indictment or Proceedings. If there is any indictment of any Loan Party, any Loan Party’s officers, any Other Obligor or any
Other Obligor’s officers under any criminal statute or commencement of criminal proceedings against any such Person;


 


(l) Change
of Control. If (i) current equity owners as of the Closing Date collectively cease to, directly or indirectly, own and control at
least 51% of the aggregate Voting Power represented by the issued and outstanding equity interests of Parent on a fully diluted basis,
(ii) such current equity owners as of the Closing Date collectively cease to possess the right to elect (through contract, ownership
of voting securities or otherwise) at all times a majority of the board of directors (or similar governing body) of Parent and to direct
the management policies and decisions of Parent, (iii) Parent ceases to directly own and control one hundred percent (100%) of each class
of the outstanding equity interests of Rubicon, CleanCo or Charter or (iv) Charter ceases to directly own and control one hundred percent
(100%) of each class of the outstanding equity interests of RiverRoad;;


 


(m) Change
of Management. If (i) Nate Morris ceases to be employed as, and actively perform the duties of, the chief executive officer of Holdings,
or (ii) Christopher Spooner ceases to be employed as, and actively perform the duties of, the vice president of finance of Holdings,
in each case unless a successor is appointed within ninety (90) days after the termination of such individual’s employment and
such successor is reasonably satisfactory to Agent;


 


(n) Invalid
Liens. If any Lien purported to be created by any Loan Document shall cease to be a valid perfected first priority Lien (subject
only to any priority accorded by law to Permitted Liens) on any material portion of the Collateral, or any Loan Party or any Other Obligor
shall assert in writing that any Lien purported to be created by any Loan Document is not a valid perfected first priority Lien (subject
only to any priority accorded by law to Permitted Liens) on the assets or properties purported to be covered thereby; except to the extent
arising from or related to a failure to file continuation statements in connection with any UCC Financing Statement;


 


(o) Termination
of Loan Documents. If any of the Loan Documents shall cease to be in full force and effect (other than as a result of the discharge
thereof in accordance with the terms thereof or by written agreement of all parties thereto);


 





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(p) Liquidation
Sales. The determination by any Loan Party to employ an agent or other third party or otherwise engage any Person or solicit proposals
for the engagement of any Person (i) in connection with the proposed liquidation all or a material portion of its assets, or (ii) to
conduct any so-called liquidation or “Going-Out-Of-Business” sales;


 


(q) Loss
of Collateral. The (i) uninsured loss, theft, damage or destruction of any of the Collateral, (ii) the insured loss, theft, damage
or destruction of any of the Collateral in an amount in excess of $100,000 in the aggregate for all such events during any Fiscal Year,
or (iii) except as permitted hereby, the sale, lease or furnishing under a contract of service of, any of the Collateral.


 


(r) Plans.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of any Loan Party or any Subsidiary under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of $100,000, (ii) the existence of any Lien under Section 430(k) or Section 6321 of the Code
or Section 303(k) or Section 4068 of ERISA on any assets of a Loan Party, or (iii) a Loan Party or any ERISA Affiliate fails
to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $100,000.


 


(s) Intercreditor
Agreement. The lien subordination provisions of the Intercreditor Agreement shall for any reason (other than as a result of any act
or omission of Agent or any Lender) be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person, other
than Agent or any Lender, shall contest in any manner the validity or enforceability thereof or deny that it has any further liability
or obligation thereunder, or the Obligations or Liens of Agent, for any reason shall not have the priority contemplated by this Agreement
or the Intercreditor Agreement.


 


(t) Third
Lien Subordination Agreement. The lien or payment subordination provisions of the Third Lien Subordination Agreement shall for any
reason (other than as a result of any act or omission of Agent or any Lender) be revoked or invalidated, or otherwise cease to be in
full force and effect, or any Person, other than Agent or Lender, shall contest in any manner the validity or enforceability thereof
or deny that it has any further liability or obligation thereunder, or the Obligations or Liens of Agent, for any reason shall not have
the priority contemplated by this Agreement or the Third Lien Subordination Agreement


 


11.2. Remedies
with Respect to Lending Commitments/Acceleration, Etc.  Upon the occurrence and during the continuation of
an Event of Default, Agent may (in its sole discretion), or at the direction of Required Lenders, shall, (a) terminate all or any portion
of its commitment to lend to or extend credit to Borrowers under this Agreement and/or any other Loan Document, without prior notice
to any Loan Party and/or (b) demand payment in full of all or any portion of the Obligations (whether or not payable on demand prior
to such Event of Default), together with the Early Payment/Termination Premium in the amount specified in Section 3.2(e)
and/or (c) take any and all other and further actions and avail itself of any and all rights and remedies available to Agent under this
Agreement, any other Loan Document, under law or in equity. Notwithstanding the foregoing sentence, upon the occurrence of any Event
of Default described in Section 11.1(g) or Section 11.1(h), without notice, demand or other action by Agent all
of the Obligations (including the Early Payment/Termination Premium in the amount specified in Section 3.2(e)) shall immediately
become due and payable whether or not payable on demand prior to such Event of Default.


 






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11.3. Remedies
with Respect to Collateral. Without limiting any rights or remedies Agent or any Lender may have pursuant to this Agreement, the
other Loan Documents, under applicable law or otherwise, upon the occurrence and during the continuation of an Event of Default:


 


(a) Any
and All Remedies. Agent may take any and all actions and avail itself of any and all rights and remedies available to Agent under
this Agreement, any other Loan Document, under law or in equity, and the rights and remedies herein and therein provided shall be cumulative
and not exclusive of any rights or remedies provided by applicable law or otherwise.


 


(b) Collections;
Modifications of Terms. Agent may, but shall be under no obligation to: (i) notify all appropriate parties that the Collateral, or
any part thereof, has been assigned to, or is subject to a security interest in favor of, Agent; (ii) demand, sue for, collect and give
receipts for and take all necessary or desirable steps to collect any Collateral or Proceeds in its or any Loan Party Obligor’s
name, and apply any such collections against the Obligations as Agent may elect; (iii) take control of any Collateral and any cash and
non-cash Proceeds of any Collateral; (iv) enforce, compromise, extend, renew settle or discharge any rights or benefits of each Loan
Party Obligor with respect to or in and to any Collateral, or deal with the Collateral as Agent may deem advisable; and (v) make any
compromises, exchanges, substitutions or surrenders of Collateral Agent deems necessary or proper in its reasonable discretion, including
extending the time of payment, permitting payment in installments, or otherwise modifying the terms or rights relating to any of the
Collateral, all of which may be effected without notice to, consent of, or any other action of any Loan Party and without otherwise discharging
or affecting the Obligations, the Collateral or the security interests granted to Agent under this Agreement or any other Loan Document.


 


(c) Insurance.
Agent may file proofs of loss and claim with respect to any of the Collateral with the appropriate insurer, and may endorse in its own
and each Loan Party Obligor’s name any checks or drafts constituting Proceeds of insurance. Any Proceeds of insurance received
by Agent may be applied by Agent against payment of all or any portion of the Obligations as Agent may elect in its reasonable discretion.


 


(d) Possession
and Assembly of Collateral. Agent may take possession of the Collateral and/or, without removal, render each Loan Party Obligor’s
Equipment unusable. Upon Agent’s request, each Loan Party Obligor shall assemble the Collateral and make it available to Agent
at one or more places designated by Agent.


 


(e) Set-off.
Agent may and, without any notice to, consent of or any other action by any Loan Party (such notice, consent or other action being expressly
waived), set-off or apply (i) any and all deposits (general or special, time or demand, provisional or final) at any time held by or
for the account of Agent or any Affiliate of Agent and (ii) any Indebtedness at any time owing by Agent or any Affiliate of Agent or
any Participant in the Loans to or for the credit or the account of any Loan Party Obligor to the repayment of the Obligations, irrespective
of whether any demand for payment of the Obligations has been made.


 





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(f) Disposition
of Collateral.


 


(i) Sale,
Lease, etc. of Collateral. Agent may, without demand, advertising or notice, all of which each Loan Party Obligor hereby
waives (except as the same may be required by the UCC or other applicable law and is not waivable under the UCC or such other applicable
law), at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, at such prices
and upon such terms as determined by Agent (provided such price and terms are commercially reasonable within the meaning of the UCC to
the extent such sale or other disposition is subject to the UCC requirements that such sale or other disposition must be commercially
reasonable), (A) sell, lease, license or otherwise dispose of any and all Collateral and/or (B) deliver and grant options to a third
party to purchase, lease, license or otherwise dispose of any and all Collateral. Agent may sell, lease, license or otherwise dispose
of any Collateral in its then-present condition or following any preparation or processing deemed necessary by Agent in its reasonable
discretion. Agent may be the purchaser at any such public or private sale or other disposition of Collateral, and in such case Agent
may make payment of all or any portion of the purchase price therefor by the application of all or any portion of the Obligations due
to Agent to the purchase price payable in connection with such sale or disposition. Agent may, if it deems it reasonable, postpone or
adjourn any sale or other disposition of any Collateral from time to time by an announcement at the time and place of the sale or disposition
to be so postponed or adjourned without being required to give a new notice of sale or disposition; provided, that Agent
shall provide the applicable Loan Party Obligor with written notice of the time and place of such postponed or adjourned sale or disposition.
Each Loan Party Obligor hereby acknowledges and agrees that Agent’s compliance with any requirements of applicable law in connection
with a sale, lease, license or other disposition of Collateral will not be considered to adversely affect the commercial reasonableness
of any sale, lease, license or other disposition of such Collateral.


 


(ii) Deficiency.
Each Loan Party Obligor shall remain liable for all amounts of the Obligations remaining unpaid as a result of any deficiency of
the Proceeds of the sale, lease, license or other disposition of Collateral after such Proceeds are applied to the Obligations as provided
in this Agreement.


 


(iii) Warranties;
Sales on Credit. Agent may sell, lease, license or otherwise dispose of the Collateral without giving any warranties and
may specifically disclaim any and all warranties, including but not limited to warranties of title, possession, merchantability and fitness.
Each Loan Party Obligor hereby acknowledges and agrees that Agent’s disclaimer of any and all warranties in connection with a sale,
lease, license or other disposition of Collateral will not be considered to adversely affect the commercial reasonableness of any such
disposition of the Collateral. If Agent sells, leases, licenses or otherwise disposes of any of the Collateral on credit, Borrowers will
be credited only with payments actually made in cash by the recipient of such Collateral and received by Agent and applied to the Obligations.
If any Person fails to pay for Collateral acquired pursuant this Section 11.3(f) on credit, Agent may re-offer the Collateral
for sale, lease, license or other disposition.


 






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(g) Investment
Property; Voting and Other Rights; Irrevocable Proxy.


 


(i) All
rights of each Loan Party Obligor to exercise any of the voting and other consensual rights which it would otherwise be entitled to exercise
in accordance with the terms hereof with respect to any Investment Property, and to receive any dividends, payments, and other distributions
which it would otherwise be authorized to receive and retain in accordance with the terms hereof with respect to any Investment Property,
shall immediately, at the election of Agent (without requiring any notice) cease, and all such rights shall thereupon become vested solely
in Agent, and Agent (personally or through an agent) shall thereupon be solely authorized and empowered, without notice, to (A) transfer
and register in its name, or in the name of its nominee, the whole or any part of the Investment Property, it being acknowledged by each
Loan Party Obligor that any such transfer and registration may be effected by Agent through its irrevocable appointment as attorney-in-fact
pursuant to Section 11.3(g)(ii) and Section 6.4, (B) exchange certificates or instruments representing or evidencing
Investment Property for certificates or instruments of smaller or larger denominations, (C) exercise the voting and all other rights
as a holder with respect to all or any portion of the Investment Property (including all economic rights, all control rights, authority
and powers, and all status rights of each Loan Party Obligor as a member or as a shareholder (as applicable) of the Issuer), (D) collect
and receive all dividends and other payments and distributions made thereon, (E) notify the parties obligated on any Investment Property
to make payment to Agent of any amounts due or to become due thereunder, (F) endorse instruments in the name of each Loan Party Obligor
to allow collection of any Investment Property, (G) enforce collection of any of the Investment Property by suit or otherwise, and surrender,
release, or exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period)
any liabilities of any nature of any Person with respect thereto, (H) consummate any sales of Investment Property or exercise any other
rights as set forth in Section 11.3(f), (I) otherwise act with respect to the Investment Property as though Agent was the
outright owner thereof and (J) exercise any other rights or remedies Agent may have under the UCC, other applicable law or otherwise.


 


(ii) EACH
LOAN PARTY OBLIGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH LOAN PARTY OBLIGOR WITH
RESPECT TO ALL OF EACH SUCH LOAN PARTY OBLIGOR’S INVESTMENT PROPERTY WITH THE RIGHT, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
WITHOUT NOTICE, TO TAKE ANY OF THE FOLLOWING ACTIONS: (A) TRANSFER AND REGISTER IN AGENT’S NAME, OR IN THE NAME OF ITS NOMINEE,
THE WHOLE OR ANY PART OF THE INVESTMENT PROPERTY, (B) VOTE THE PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO, (C) RECEIVE
AND COLLECT ANY DIVIDEND OR ANY OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF, OR IN EXCHANGE FOR, THE INVESTMENT PROPERTY OR ANY PORTION
THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO ANY LOAN PARTY OBLIGOR FOR THE SAME, (D) EXERCISE
ALL OTHER RIGHTS, POWERS, PRIVILEGES, AND REMEDIES (INCLUDING ALL ECONOMIC RIGHTS, ALL CONTROL RIGHTS, AUTHORITY AND POWERS, AND ALL
STATUS RIGHTS OF EACH LOAN PARTY OBLIGOR AS A MEMBER OR AS A SHAREHOLDER (AS APPLICABLE) OF THE ISSUER) TO WHICH A HOLDER OF THE PLEDGED
COLLATERAL WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS OR SHAREHOLDERS,
CALLING SPECIAL MEETINGS OF MEMBERS OR SHAREHOLDERS, AND VOTING AT SUCH MEETINGS), AND (E) TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT
WHICH AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT
IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL (x) ALL OF THE OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL IN
CASH IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (y) AGENT AND LENDERS HAVE NO FURTHER OBLIGATIONS
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (z) THE COMMITMENTS UNDER THIS AGREEMENT HAVE EXPIRED OR HAVE BEEN TERMINATED (IT
BEING UNDERSTOOD AND AGREED THAT SUCH OBLIGATIONS WILL BE AUTOMATICALLY REINSTATED IF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY
OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY AGENT OR ANY LENDER FOR ANY REASON WHATSOEVER, INCLUDING
AS A PREFERENCE, FRAUDULENT CONVEYANCE, OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY, OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD
NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS IS RESCINDED OR MUST BE RESTORED
OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING ALL REASONABLE INTERNAL AND EXTERNAL ATTORNEYS’ FEES AND
DISBURSEMENTS) INCURRED BY AGENT AND LENDERS IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL HEREBY BE DEEMED TO BE INCLUDED AS A
PART OF THE OBLIGATIONS). SUCH APPOINTMENT OF AGENT AS PROXY AND AS ATTORNEY-IN-FACT SHALL BE VALID AND IRREVOCABLE AS PROVIDED HEREIN
NOTWITHSTANDING ANY LIMITATIONS TO THE CONTRARY SET FORTH IN ANY GOVERNING DOCUMENTS OF ANY LOAN PARTY OBLIGOR, ANY ISSUER, OR OTHERWISE.


 






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(iii) In
order to further effect the foregoing transfer of rights in favor of Agent, during the continuance of an Event of Default, each Loan
Party Obligor hereby authorizes and instructs each Issuer of Investment Property pledged by such Loan Party Obligor to comply with any
instruction received by such Issuer from Agent without any other or further instruction from such Loan Party Obligor, and each Loan Party
Obligor acknowledges and agrees that each Issuer shall be fully protected in so complying, and to pay any dividends, distributions, or
other payments with respect to any of the Investment Property directly to Agent.


 


(iv) Upon
exercise of the proxy set forth herein, all prior proxies given by any Loan Party Obligor with respect to any of the Pledged Equity or
other Investment Property, other than to Agent, are hereby revoked, and no subsequent proxies, other than to Agent will be given with
respect to any of the Pledged Equity or any of the other Investment Property unless Agent otherwise subsequently agrees in writing. Agent,
as proxy, will be empowered and may exercise the irrevocable proxy to vote the Pledged Equity and the other Investment Property at any
and all times during the existence of an Event of Default, including, at any meeting of shareholders or members, as the case may be,
however called, and at any adjournment thereof, or in any action by written consent, and may waive any notice otherwise required in connection
therewith. To the fullest extent permitted by applicable law, Agent shall have no agency, fiduciary or other implied duties to any Loan
Party Obligor, any Issuer, any Loan Party or any other Person when acting in its capacity as such proxy or attorney-in-fact. Each Loan
Party Obligor hereby waives and releases any claims that it may otherwise have against Agent with respect to any breach, or alleged breach,
of any such agency, fiduciary or other duty.


 


(v) Any
transfer to Agent or its nominee, or registration in the name of Agent or its nominee, of the whole or any part of the Investment Property
shall be made solely for purposes of effectuating voting or other consensual rights with respect to the Investment Property in accordance
with the terms of this Agreement and is not intended to effectuate any transfer of ownership of any of the Investment Property. Notwithstanding
the delivery by Agent of any instruction to any Issuer or any exercise by Agent of an irrevocable proxy or otherwise, Agent shall not
be deemed the owner of, or assume any obligations or any liabilities whatsoever of the owner or holder of, any Investment Property unless
and until Agent expressly accepts such obligations in a duly authorized and executed writing and agrees in writing to become bound by
the applicable Governing Documents or otherwise becomes the owner thereof under applicable law (including through a sale as described
in Section 11.3(f)). The execution and delivery of this Agreement shall not subject Agent to, or transfer or pass to Agent,
or in any way affect or modify, the liability of any Loan Party Obligor under the Governing Documents of any Issuer or any related agreements,
documents, or instruments or otherwise. In no event shall the execution and delivery of this Agreement by Agent, or the exercise by Agent
of any rights hereunder or assigned hereby, constitute an assumption of any liability or obligation whatsoever of any Loan Party Obligor
to, under, or in connection with any of the Governing Documents of any Issuer or any related agreements, documents, or instruments or
otherwise.


 






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(vi) Compliance
with the Securities Act as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect,
as well as any applicable “Blue Sky” or other state securities laws, if applicable to the Collateral or the portion thereof
being sold, may require strict limitations as to the manner in which the Agent or any subsequent transferee may dispose of the Collateral.
With respect to any disposition as to which the Securities Act or analogous state securities laws is applicable, each Loan Party Obligor
hereby waives any objection to sale in a compliant manner, and agrees that the Agent has no obligation to obtain the maximum possible
price for the Collateral so long as the Agent proceeds in a commercially reasonable manner. Without limiting the generality of the foregoing,
each Loan Party Obligor agrees that in conducting a disposition of the Collateral as to which the Securities Act or analogous state securities
laws applies, Agent may seek to sell the Collateral by private placement, and may restrict bidders and prospective purchasers to those
who are willing to represent that they are purchasing for investment only and not for distribution and who otherwise satisfy qualifications
designed to ensure compliance with the Securities Act and analogous state securities laws and those that may be established in the Issuer’s
Governing Documents. Each Loan Party Obligor acknowledges that in order to protect Agent’s interest, it may be necessary to sell
the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, including, without
limitation, a public offering under the Securities Act. In order to address these potential compliance requirements, Agent may solicit
offers to purchase the Collateral from a limited number of bidders reasonably believed by Agent to be institutional investors or accredited
investors. If Agent solicits offers in a commercially reasonable manner, then acceptance by Agent of one or more of the offers shall
be deemed to be a commercially reasonable method of disposition of the Collateral and Agent will not be responsible or liable for selling
all or any portion of the Collateral at a price that Agent deems in good faith to be reasonable. Agent is under no obligation to delay
a disposition of any portion of the Collateral that are securities under the Securities Act or applicable “Blue Sky” or other
state securities law for the period of time necessary to permit any Loan Party Obligor or the Issuer to register the securities for public
sale under the Securities Act or under applicable “Blue Sky” or other state securities laws, even if a Loan Party Obligor
or the Issuer agrees to do so. In addition, to the extent not prohibited by applicable law, each Loan Party Obligor waives any right
to prior notice (except to the extent expressly provided in this Agreement) or judicial hearing in connection with the taking possession
or the disposition of any of the Collateral, including any right which Loan Party Obligor otherwise would have.


 


(vii) To
the extent permitted under applicable law, Agent is not required to conduct any foreclosure sale of the Investment Property or any portion
thereof.


 


(viii) Agent,
at its option, may obtain the appointment of a receiver to take possession of the Investment Property and, at the option of Agent, a
receiver may be empowered (i) to collect, receive and enforce all distributions, (ii) to exercise the rights of Agent as provided in
this Agreement, (iii) to collect all other amounts owed to any Loan Party Obligor in respect of the Investment Property as and when due
to any Loan Party Obligor, (iv) to otherwise collect, sell or dispose of the Investment Property, (v) to exercise all rights in and under
the Investment Property; and (vi) to turn over all net proceeds to Agent. Each Loan Party Obligor irrevocably and unconditionally agrees
that a receiver may be appointed by a court to take the actions listed above without regard to the adequacy of the security for the Obligations,
and the actions of the receiver may be taken in the name of the receiver, any Loan Party Obligor or Agent.


 


(ix) Agent
may elect to conduct a sale of an economic interest in any Investment Property constituting limited liability company interests that
does not result in the purchaser being admitted as a substitute limited liability company member in the Issuer, and that any sale or
dispositions made in good faith will be considered commercially reasonable, notwithstanding the possibility that a substantially higher
price might be realized if the purchaser were able to be admitted as a substitute limited liability company member rather than the holder
of only an economic interest in the Issuer.


 






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(x) Agent
may disclose to prospective purchasers all of the information relating to the Investment Property (and the applicable Issuer) that is
in the Agent’s possession or otherwise available to the Agent.


 


(xi) Each
Loan Party Obligor hereby authorizes and instructs their respective Issuer to comply with any instruction received by it from Agent in
writing that (i) states that an Event of Default has occurred and is continuing and (ii) is otherwise in accordance with the terms of
the provisions of this Agreement as to Investment Property, without any other or further instructions from the respective Loan Party
Obligor, and such Loan Party Obligor agrees that Issuer be fully protected in so complying.


 


(h) Election
of Remedies. Agent shall have the right in Agent’s sole discretion to determine which rights, security, Liens or remedies Agent
may at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to, without in any way
impairing, modifying or affecting any of Agent’s other rights, security, Liens or remedies with respect to any Collateral or any
of Agent’s rights or remedies under this Agreement or any other Loan Document.


 


(i) Agent’s
Obligations. Each Loan Party Obligor agrees that Agent shall not have any obligation to preserve rights to any Collateral against
prior parties or to marshal any Collateral of any kind for the benefit of any other creditor of any Loan Party Obligor or any other Person.
Agent shall not be responsible to any Loan Party Obligor or any other Person for loss or damage resulting from Agent’s failure
to enforce its Liens or collect any Collateral or Proceeds or any monies due or to become due under the Obligations or any other liability
or obligation of any Loan Party Obligor to Agent.


 


(j) Waiver
of Rights by Loan Party Obligors. Except as otherwise expressly provided for in this Agreement or by non-waivable applicable law,
each Loan Party waives (i) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice
of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial
paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent on which any Loan Party
Obligor may in any way be liable, and hereby ratifies and confirms whatever Agent may do in this regard, (ii) all rights to notice and
a hearing prior to Agent’s taking possession or control of, or to Agent’s replevy, attachment or levy upon, the Collateral
or any bond or security which might be required by any court prior to allowing Agent to exercise any of its remedies and (iii) the benefit
of all valuation, appraisal, marshaling and exemption laws. If any notice of a proposed sale or other disposition of any part of the
Collateral is required under applicable law, each Loan Party Obligor agrees that ten (10) calendar days prior notice of the time and
place of any public sale and of the time after which any private sale or other disposition is to be made is commercially reasonable.


 


12. LOAN
GUARANTY.


 


12.1. Guaranty.
Each Loan Party Obligor hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guaranties to Agent,
for the ratable benefit of the Lenders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and
at all times thereafter, all of the Obligations and all reasonable costs and expenses, including all court costs and reasonable attorneys’
and paralegals’ fees (including internal and external counsel and paralegals) and expenses of Agent or any Lender in endeavoring
to collect all or any part of the Obligations from, or in prosecuting any action against, any Borrower, any Loan Party Obligor or any
Other Obligor of all or any part of the Obligations (and such costs and expenses paid or incurred shall be deemed to be included in the
Obligations). Each Loan Party Obligor further agrees that the Obligations may be extended or renewed in whole or in part without notice
to or further assent from it, and that it remains bound upon its guaranty notwithstanding any such extension or renewal. All terms of
this Loan Guaranty apply to and may be enforced by or on behalf of any branch or Affiliate of Agent that extended any portion of the
Obligations.


 






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12.2. Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Party Obligor waives any right to require
Agent to sue or otherwise take action against any Borrower, any other Loan Party Obligor, any Other Obligor, or any other Person obligated
for all or any part of the Obligations, or otherwise to enforce its payment against any Collateral securing all or any part of the Obligations.


 


12.3. No
Discharge or Diminishment of Loan Guaranty.


 


(a) Except
as otherwise expressly provided for herein, the obligations of each Loan Party Obligor hereunder are unconditional and absolute and not
subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of
all of the Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise
of any of the Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any
Borrower or any Obligor; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any Obligor
or their respective assets or any resulting release or discharge of any obligation of any Borrower or any Obligor; or (iv) the existence
of any claim, setoff or other rights which any Loan Party Obligor may have at any time against any Borrower, any Obligor, Agent, or any
other Person, whether in connection herewith or in any unrelated transactions.


 


(b) The
obligations of each Loan Party Obligor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever
by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise, or any provision of applicable law
or regulation purporting to prohibit payment by any Borrower or any Obligor of the Obligations or any part thereof.


 


(c) Further,
the obligations of any Loan Party Obligor hereunder shall not be discharged or impaired or otherwise affected by: (i) the failure of
Agent to assert any claim or demand or to enforce any remedy with respect to all or any part of the Obligations; (ii) any waiver or modification
of or supplement to any provision of any agreement relating to the Obligations; (iii) any release, non-perfection or invalidity of any
indirect or direct security for all or any part of the Obligations or all or any part of any obligations of any Obligor; (iv) any action
or failure to act by Agent with respect to any Collateral; or (v) any default, failure or delay, willful or otherwise, in the payment
or performance of any of the Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent
vary the risk of such Loan Party Obligor or that would otherwise operate as a discharge of any Loan Party Obligor as a matter of law
or equity (other than the indefeasible payment in full in cash of all of the Obligations).


 





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12.4. Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Party Obligor hereby waives any defense based on or arising
out of any defense of any Loan Party Obligor or the unenforceability of all or any part of the Obligations from any cause, or the cessation
from any cause of the liability of any Loan Party Obligor, other than the indefeasible payment in full in cash of all of the Obligations.
Without limiting the generality of the foregoing, each Loan Party Obligor irrevocably waives acceptance hereof, presentment, demand,
protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time
any action be taken by any Person against any Borrower, any Obligor, or any other Person. Each Loan Party Obligor confirms that it is
not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. Agent may, at its election,
foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu
of foreclosure or otherwise act or fail to act with respect to any Collateral, compromise or adjust any part of the Obligations, make
any other accommodation with any Borrower or any Obligor or exercise any other right or remedy available to it against any Borrower or
any Obligor, without affecting or impairing in any way the liability of any Loan Party Obligor under this Loan Guaranty except to the
extent the Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Party
Obligor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair
or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Party Obligor against any Borrower or any
Obligor or any security.


 


12.5. Rights
of Subrogation. No Loan Party Obligor will assert any right, claim or cause of action, including a claim of subrogation, contribution
or indemnification that it has against any Borrower or any Obligor, or any Collateral, until the Termination Date.


 


12.6. Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Obligations is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy or reorganization of any Borrower or any other Person, or otherwise, each Loan Party Obligor’s
obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been
made and whether or not Agent is in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Obligations
is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under
the terms of any agreement relating to the Obligations shall nonetheless be payable by the Loan Party Obligors forthwith on demand by
Agent. This Section 12.6 shall remain operative even after the Termination Date and shall survive the payment in full of
all of the Loans.


 


12.7. Information.
Each Loan Party Obligor assumes all responsibility for being and keeping itself informed of each Borrower’s financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of
the risks that each Loan Party Obligor assumes and incurs under this Loan Guaranty, and agrees that Agent shall not have any duty to
advise any Loan Party Obligor of information known to it regarding those circumstances or risks.


 






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12.8. Termination.
To the maximum extent permitted by law, each Loan Party Obligor hereby waives any right to revoke this Loan Guaranty as to future Obligations.
If such a revocation is effective notwithstanding the foregoing waiver, each Loan Party Obligor acknowledges and agrees that (a) no such
revocation shall be effective until written notice thereof has been received by Agent, (b) no such revocation shall apply to any Obligations
in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof,
or change in the interest rate, payment terms or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations
made or created after such date to the extent made or created pursuant to a legally binding commitment of Agent, (d) no payment by any
Borrower, any other Loan Party Obligor, or from any other source, prior to the date of Agent’s receipt of written notice of such
revocation shall reduce the maximum obligation of any Loan Party Obligor hereunder and (e) any payment, by any Borrower or from any source
other than a Loan Party Obligor which has made such a revocation, made subsequent to the date of such revocation, shall first be applied
to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to
the extent so applied shall not reduce the maximum obligation of any Loan Party Obligor hereunder.


 


12.9. Maximum
Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law,
or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if
the obligations of any Loan Party Obligor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or
unenforceable on account of the amount of such Loan Party Obligor’s liability under this Loan Guaranty, then, notwithstanding any
other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Party
Obligors, Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined
in such action or proceeding (such highest amount determined hereunder being the relevant Loan Party Obligor’s “Maximum
Liability”). This Section 12.9 with respect to the Maximum Liability of each Loan Party Obligor is intended
solely to preserve the rights of Agent and the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan
Party Obligor or any other Person shall have any right or claim under this Section with respect to such Maximum Liability, except to
the extent necessary so that the obligations of any Loan Party Obligor hereunder shall not be rendered voidable under applicable law.
Each Loan Party Obligor agrees that the Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Party
Obligor without impairing this Loan Guaranty or affecting the rights and remedies of Agent hereunder; provided, that nothing
in this sentence shall be construed to increase any Loan Party Obligor’s obligations hereunder beyond its Maximum Liability.


 


12.10. Contribution.
In the event any Loan Party Obligor shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result
of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty (such Loan Party Obligor a “Paying
Guarantor”), each other Loan Party Obligor (each a “Non-Paying Guarantor”) shall contribute to
such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Payment Percentage”
of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Section 12.10, each
Non-Paying Guarantor’s “Applicable Payment Percentage” with respect to any such payment or loss by a
Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (x) such Non-Paying
Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution
hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received
by such Non-Paying Guarantor from any Borrower after the date hereof (whether by loan, capital infusion or by other means) to (y) the
aggregate Maximum Liability of all Loan Party Obligors hereunder (including such Paying Guarantor) as of such date (without giving effect
to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined
for any Loan Party Obligor, the aggregate amount of all monies received by such Loan Party Obligors from any Borrower after the date
hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Party Obligor’s several
liability for the entire amount of the Obligations (up to such Loan Party Obligor’s Maximum Liability). Each of the Loan Party
Obligors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be
subordinate and junior in right of payment to the payment in full in cash of all of the Obligations. This provision is for the benefit
of Agent and the Lenders and the Loan Party Obligors and may be enforced by any one, or more, or all of them, in accordance with the
terms hereof.


 






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12.11. Liability
Cumulative. The liability of each Loan Party Obligor under this Section 12 is in addition to and shall be cumulative
with all liabilities of each Loan Party Obligor to Agent and the Lenders under this Agreement and the other Loan Documents to which such
Loan Party Obligor is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to
amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.


 


13. PAYMENTS
FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON ACCOUNT OF TAXES.


 


(a) Any
and all payments by or on account of any obligation of the Loan Party Obligors hereunder or under any other Loan Document shall to the
extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable
laws require the Loan Party Obligors to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such laws
as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


(b) If
any Loan Party Obligor shall be required by applicable law to withhold or deduct any Taxes from any payment, then (i) such Loan Party
Obligor shall withhold or make such deductions as are required based upon the information and documentation it has received pursuant
to subsection (e) below, (ii) such Loan Party Obligor shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority in accordance with the applicable law and (iii) to the extent that the withholding or deduction is made on account of Indemnified
Taxes, the sum payable by the Loan Party Obligors shall be increased as necessary so that after any required withholding or the making
of all required deductions (including deductions applicable to additional sums payable under this Section) the Recipient receives an
amount equal to the sum it would have received had no such withholding or deduction been made. Upon request by Agent or other Recipient,
Borrower Representative shall deliver to Agent or such other Recipient, as the case may be, the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment of Indemnified Taxes, a copy of any return required by applicable law to
report such payment or other evidence of such payment reasonably satisfactory to Agent or such other Recipient, as the case may be.


 





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(c) Without
limiting the provisions of subsections (a) and (b) above, the Loan Party Obligors shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


 


(d) Without
limiting the provisions of subsections (a) through (c) above, each Loan Party Obligor shall, and does hereby, on a joint and several
basis, indemnify Agent, each Lender and each other Recipient (and their respective directors, officers, employees, affiliates and agents)
and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes and
Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section)
paid or incurred by Agent, any Lender or any other Recipient on account of, or in connection with any Loan Document or a breach by a
Loan Party Obligor thereof, and any penalties, interest and related expenses and losses arising therefrom or with respect thereto (including
the fees, charges and disbursements of any internal or external counsel or other tax advisor for Agent, any Lender or any other Recipient
(or their respective directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or
liability delivered to Borrower Representative shall be conclusive absent manifest error. Notwithstanding any provision in this Agreement
to the contrary, this Section 13 shall remain operative even after the Termination Date and shall survive the payment in
full of all of the Loans.


 


(e) Each
Lender shall deliver to Borrower Representative and each Lender and each Participant shall deliver to Agent, at the time or times prescribed
by applicable laws, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of
any jurisdiction and such other reasonably requested information as will permit Borrower Representative or Agent, as the case may be,
to determine (x) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (y) if applicable, the
required rate of withholding or deduction and (z) such Lender’s or Participant’s entitlement to any available exemption from,
or reduction of, applicable Taxes in respect of all payments to be made to such Recipient by the Loan Party Obligors pursuant to this
Agreement or otherwise to establish such Recipient’s status for withholding tax purposes in the applicable jurisdiction; provided,
that each Recipient shall only be required to deliver such documentation as it may legally provide. Without limiting the generality of
the foregoing, if a Borrower is resident for tax purposes in the United States:


 





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(i) each
Lender (or Participant) that is a “United States person” within the meaning of Section 7701(a)(30) of
the Code shall deliver to Borrower Representative and Agent (or any Lender granting a participation as applicable) an executed original
of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested
by Borrower Representative or Agent (or Lender granting a participation) as will enable Borrower Representative or Agent (or Lender granting
a participation) as the case may be, to determine whether or not such Lender (or Participant) is subject to backup withholding or information
reporting requirements under the Code;


 


(ii) each
Lender (or Participant) that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code (a “Non-U.S. Recipient”) shall deliver to Borrower Representative and Agent (or any Lender granting
a participation in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Person becomes a party
to this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative or Agent
but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of
Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party;
(B) executed originals of Internal Revenue Service Form W-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all
required supporting documentation; (D) each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c)
of the Code, shall provide (x) a certificate to the effect that such Non-U.S. Recipient is not (1) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of Borrowers within
the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in
section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN; and/or (E) executed originals
of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States
Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative
or Agent to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative
and Agent (or any Lender granting a participation if the Non-U.S. Recipient is a Participant) of any change in circumstances which would
modify or render invalid any claimed exemption or reduction.


 


(f) 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 Representative and Agent at the time or times prescribed by applicable
laws and at such time or times reasonably requested by Borrower Representative or Agent such documentation prescribed by applicable laws
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower
Representative or Agent as may be necessary for Borrower Representative and 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, if any, to deduct
and withhold from such payment. Solely for purposes of this subsection (f), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement.


 









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14. AGENT


 



14.1. Appointment.
Each of the Lenders hereby irrevocably appoints Agent as its agent and authorizes Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to Agent by the terms of the Loan Documents, together
with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, Agent shall have
the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections
arising in connection with the Loan Documents; (b) execute and deliver as Agent, each Loan Document, including any intercreditor
or subordination agreement, and accept delivery of each Loan Document; (c) make Loans, for itself or on behalf of Lenders, as provided
in the Loan Documents, (d) act as collateral agent for Lenders for purposes of perfecting and administering Liens under the Loan Documents,
and for all other purposes stated therein and execute or file any and all financing or similar statements or notices, amendments, renewals,
supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents; (e)
manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and distribute payments and proceeds of the
Collateral as provided in the Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as Agent deems
necessary and appropriate in accordance with the Loan Documents, (h) take any Enforcement Action or otherwise exercise any rights or
remedies with respect to any Collateral or under any Loan Documents, applicable law or otherwise, including the determination of eligibility
of Accounts, the necessity and amount of Reserves and all other determinations and decisions relating to ordinary course administration
of the credit facilities contemplated hereunder; and (i) incur and pay such expenses as Agent may deem necessary or appropriate for the
performance and fulfillment of its functions and powers pursuant to the Loan Documents, whether or not any Loan Party is obligated to
reimburse Agent or Lenders for such expenses pursuant to the Loan Documents or otherwise. The provisions of this Article are solely for
the benefit of Agent and the Lenders, and the Loan Parties shall not have rights as a third-party beneficiary of any of such provisions.
It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar
term) with reference to 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 as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.


 


14.2. Rights
as a Lender. The Person serving as Agent hereunder, if it is a Lender, shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not Agent, and such Person and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with any Loan Party or any Subsidiary or any Affiliate thereof as if
it were not Agent hereunder without notice to or consent of the other Lenders.


 






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14.3. Duties
and Obligations. Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting
the generality of the foregoing, (a) Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing, (b) Agent shall not have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated by the Loan Documents that Agent is required to exercise as directed in
writing by the Required Lenders, and, (c) except as expressly set forth in the Loan Documents, Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated
to or obtained by the Person serving as Agent or any of its Affiliates in any capacity. Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful
misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to Agent by a Borrower or a Lender, and 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 any Loan
Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document,
(iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document,
(v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be
delivered to Agent. Agent shall be under no obligation to any Lender 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 books and records
or properties of any Loan Party.


 


14.4. Reliance.
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Agent
also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and
shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional (who may be counsel
for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts. Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document, unless Agent shall first receive such advice or concurrence of the
Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable.
If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such action. 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 and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.


 


14.5. Actions
through Sub-Agents. Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by Agent. Agent may also perform its duties through employees and other Agent-Related Persons. Agent shall not be
responsible for the negligence or misconduct of any sub-agent, employee or Agent Professional that it selects as long as such selection
was made without gross negligence or willful misconduct. Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers through their respective Affiliates and other related parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the related parties of Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.


 






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14.6. Resignation.
Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, Agent may resign at any time by notifying
the Lenders and Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with Borrower
Representative, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by its successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by Borrowers to a successor
Agent shall be the same as those payable to its predecessor, unless otherwise agreed by Borrower Representative and such successor. Notwithstanding
the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30)
days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation
to the Lenders and Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the
retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that,
solely for purposes of maintaining any security interest granted to the Agent under any Loan Document for the benefit of the Lenders,
the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders and, in
the case of any Collateral in the possession of Agent, shall continue to hold such Collateral, in each case until such time as a successor
Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Agent
shall have no duly or obligation to take any further action under any Loan Document, including any action required to maintain the perfection
of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the
Agent for the account of any Person other than Agent shall be made directly to such Person and (ii) all notices and other communications
required or contemplated to be given or made to Agent shall also directly be given or made to each Lender. Following the effectiveness
of the Agent’s resignation from its capacity as such, the provisions of this Article, as well as any exculpatory, reimbursement
and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent,
its sub-agents and their respective related parties in respect of any actions taken or omitted to be taken by any of them while it was
acting as Agent and in respect of the matters referred to in the proviso under clause (a) above.


 






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14.7. Non-Reliance.


 


(a) Each
Lender acknowledges and agrees that none of the Agent-Related Persons has made any representation or warranty to it, and that no act
by Agent hereinafter taken, including any review of the affairs of Borrowers and their respective Subsidiaries or Affiliates, shall be
deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender further acknowledges the extensions
of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents
that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and
without reliance upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender and
based on such due diligence, 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 any Borrower or any other Person
party to a Loan Document, and all applicable laws relating to the transactions contemplated hereby, and made its own credit analysis
and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently
and without reliance upon any Agent-Related Person, any arranger of this credit facility or any amendment thereto or any other Lender
and based on such documents and information (which may contain material, non-public information within the meaning of the United States
securities laws concerning any Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own
credit analysis and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related
agreement or any document furnished hereunder or thereunder, 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 any Borrower or any other Person
party to a Loan Document and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer
its rights, interests and obligations hereunder. Except for notices, reports, and other documents expressly herein required to be furnished
to the Lenders by Agent, 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 Borrower or any other Person
party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges that Agent does
not have any duty or responsibility, either initially or on a continuing to provide such Lender with any credit or other information
with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective
of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the
date on which such Lender became a party to this Agreement.


 


(b) Each
Lender hereby agrees that (i) it has requested a copy of each appraisal, audit or field examination report prepared by or on behalf of
Agent; (ii) Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any such report
or any of the information contained therein or any inaccuracy or omission contained in or relating to any such report and (B) shall not
be liable for any information contained in any such report; (iii) such reports are not comprehensive audits or examinations, and that
any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly
upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ officer certificates and Loan
Documents provided hereunder and that Agent undertakes no obligation to update, correct or supplement such reports; (iv) it will keep
all such reports confidential and strictly for its internal use, not share any such report with any Loan Party or any other Person except
as otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification provision contained
in this Agreement, (A) it will hold Agent and any such other Person preparing any such report harmless from any action the indemnifying
Lender may take or conclusion the indemnifying Lender may reach or draw from any such report in connection with any extension of credit
that the indemnifying Lender has made or may make to any Borrower, or the indemnifying Lender’s participation in, or the indemnifying
Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold Agent and any such other
Person preparing any such report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts
(including reasonable attorneys’ fees of both internal and external counsel) of Agent or any such other Person as the direct or
indirect result of any third parties who might obtain all or part of any such report through the indemnifying Lender.


 





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14.8. Not
Partners or Co-Venturers; Agent as Representative of the Secured Parties.


 


(a) The
Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth
herein in case of Agent) authorized to act for, any other Lender. Agent shall have the exclusive right on behalf of the Lenders to enforce
the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant
to the terms of this Agreement.


 


(b) In
its capacity, Agent is a “representative” of the Lenders within the meaning of the term “secured party” as defined
in the UCC. Each Lender authorizes Agent to enter into each of the Loan Documents to which it is a party and to take all action contemplated
by such documents. Each Lender agrees that no Lender (other than Agent) shall have the right individually to seek to realize upon the
security granted by any Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by Agent
for the benefit of the Lenders upon the terms of the Loan Documents. In the event that any Collateral is hereafter pledged by any Person
as collateral security for the Obligations, Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver
on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of Agent
on behalf of the Lenders.


 


(c) Agent
hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting Agent’s
Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the UCC can be perfected by possession or control.
Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s
request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions. Agent
shall have no obligation whatsoever to any of the Lenders (i) to verify or assure that the Collateral exists or is owned by any Borrower
or its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens
have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority,
(iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to
impose, maintain, increase, reduce, implement or eliminate any particular reserve hereunder or to determine whether the amount of any
reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity,
or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents,
it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms
and conditions contained herein,


 





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14.9. Credit
Bidding. The Loan Parties and the Lenders hereby irrevocably authorize Agent, during the continuance of an Event of Default and in
exercise of remedies permitted under Section 12 of this Agreement or applicable law, based upon the instruction of the Required
Lenders, to Credit Bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral
(and the Loan Parties shall approve Agent as a qualified bidder and such Credit Bid as qualified bid) at any sale thereof conducted by
Agent, based upon the instruction of the Required Lenders, under any provisions of the UCC, as part of any sale or investor solicitation
process conducted by any Loan Party, any interim receiver, receiver, receiver and manager, administrative receiver, trustee, agent or
other Person pursuant or under any insolvency laws; provided, however, that (i) the Required Lenders may not direct Agent in any
manner that does not treat each of the Lenders equally, without preference or discrimination, in respect of consideration received as
a result of the Credit Bid, (ii) the acquisition documents shall be commercially reasonable and contain customary protections for minority
holders such as among other things, anti-dilution and tag-along rights, (iii) the exchanged debt or equity securities must be freely
transferable, without restriction (subject to applicable securities laws) and (iv) reasonable efforts shall be made to structure the
acquisition in a manner that causes the governance documents pertaining thereto to not impose any obligations or liabilities upon the
Lenders individually (such as indemnification obligations). Agent, based upon the instruction of the Required Lenders, may accept non-cash
consideration, including debt and equity securities issued by any entities used to consummate such Credit Bid or purchase and in connection
therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in
relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. For purposes of the
preceding sentence, the term “Credit Bid” shall mean, an offer submitted by Agent (on behalf of the Lender
group), based upon the instruction of the Required Lenders, to acquire the property of any Loan Party or any portion thereof in exchange
for and in full and final satisfaction of all or a portion (as determined by Agent, based upon the instruction of the Required Lenders)
of the claims and Obligations under this Agreement and other Loan Documents.


 


14.10. Certain
Collateral Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted
to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations
of Borrowers hereunder; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition
permitted hereunder (including the release of any guarantor); (iii) subject to Section 15.5 if approved, authorized or ratified
in writing by the Required Lenders; or (iv) to the extent required under the terms of the Intercreditor Agreement, (b) to subordinate
its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) of the definition of Permitted
Liens (it being understood that Agent may conclusively rely on a certificate from Borrower Representative in determining whether the
Indebtedness secured by any such Lien is permitted hereunder) and (c) enter into and perform, or take any other actions in connection
with, the Intercreditor Agreement, Third Lien Subordination and any Subordinated Debt Subordination Agreement. Each Lender hereby agrees,
solely for the benefit of Agent, that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement,
Third Lien Subordination Agreement or any Subordinated Debt Subordination Agreement. Upon request by Agent at any time, the Lenders will
confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant
to this Section 14.10. Agent may, and at the direction of Required Lenders shall, give blockage notices in connection with
any Subordinated Debt and each Lender hereby authorizes Agent to give such notices. Each Lender further agrees that it will not act unilaterally
to deliver such notices.


 






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14.11. Restriction
on Actions by Lenders. Each Lender agrees that it shall not, without the express written consent of Agent, and shall, upon the written
request of Agent (to the extent it is lawfully entitled to do so), set off against the Obligations, any amounts owing by such Lender
to a Loan Party or any deposit accounts of any Loan Party now or hereafter maintained with such Lender. Each of the Lenders further agrees
that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken, any action, including the commencement
of any legal or equitable proceedings to foreclose any loan or otherwise enforce any security interest in any of the Collateral or to
enforce all or any part of this Agreement or the other Loan Documents. All Enforcement Actions under this Agreement and the other Loan
Documents against the Loan Parties or any third party with respect to the Obligations or the Collateral may only be taken by Agent (at
the direction of the Required Lenders or as otherwise permitted in this Agreement) or by its agents at the direction of Agent.


 


14.12. Expenses.
Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the Collateral received by Agent
to reimburse Agent for such reasonable out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event
Agent is not reimbursed for such costs and expenses by a Loan Party, each Lender hereby agrees that it is and shall be obligated to pay
to Agent such Lender’s ratable share thereof. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand
for such Lender’s ratable share of any such costs or out of pocket expenses (including reasonable Agent Professional fees and expenses)
incurred by 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
or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking
in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.


 


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


 






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14.14. Liability
of Agent. None of the Agent-Related Persons 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), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation
or warranty made by any Borrower or any of their respective Subsidiaries or Affiliates, or any officer or director thereof, contained
in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for
in, or received by 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 for any failure of any Borrower, or any of their respective
Subsidiaries 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 Lenders 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 books and records or properties of any Borrower or
their respective Subsidiaries.


 


15. GENERAL
PROVISIONS.


 


15.1. Notices.


 


(a) Notice
by Approved Electronic Communications. Agent and each of its Affiliates is authorized to transmit, post or otherwise make or communicate,
in its sole discretion (but shall not be required to do so), by Approved Electronic Communications in connection with this Agreement
or any other Loan Document and the transactions contemplated therein. Agent is hereby authorized to establish procedures to provide access
to and to make available or deliver, or to accept, notices, documents and similar items by posting to ABLSoft. All uses of ABLSoft and
other Approved Electronic Communications shall be governed by and subject to, in addition to the terms of this Agreement, the separate
terms, conditions and privacy policy posted or referenced in such system (or such terms, conditions and privacy policy as may be updated
from time to time, including on such system) and any related contractual obligations executed by Agent and Loan Parties in connection
with the use of such system. Each of the Loan Parties, the Lenders and Agent hereby acknowledges and agrees that the use of ABLSoft and
other Approved Electronic Communications is not necessarily secure and that there are risks associated with such use, including risks
of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing Agent and each of its
Affiliates to transmit Approved Electronic Communications. ABLSoft and all Approved Electronic Communications shall be provided “as
is” and “as available”. None of Agent or any of its Affiliates or related persons warrants the
accuracy, adequacy or completeness of ABLSoft or any other electronic platform or electronic transmission and disclaims all liability
for errors or omissions therein. No warranty of any kind is made by Agent or any of its Affiliates or related persons in connection with
ABLSoft or any other electronic platform or electronic transmission, including any warranty of merchantability, fitness for a particular
purpose, non-infringement of third-party rights or freedom from viruses or other code defects. Each Borrower and each other Loan Party
executing this Agreement agrees that Agent has no responsibility for maintaining or providing any equipment, software, services or any
testing required in connection with ABLSoft, any Approved Electronic Communication or otherwise required for ABLSoft or any Approved
Electronic Communication. Prior to the Closing Date, Borrower Representative shall deliver to Agent a complete and executed Client User
Form regarding Borrowers’ use of ABLSoft in the form of Exhibit C annexed hereto. No Approved Electronic Communications shall be
denied legal effect merely because it is made electronically. Approved Electronic Communications that are not readily capable of bearing
either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating
with such Approved Electronic Communication, an E-Signature, upon which Agent and the Loan Parties may rely and assume the authenticity
thereof. Each Approved Electronic Communication containing a signature, a reproduction of a signature or an E-Signature shall, for all
intents and purposes, have the same effect and weight as a signed paper original. Each E-Signature shall be deemed sufficient to satisfy
any requirement for a “signature” and each Approved Electronic Communication shall be deemed sufficient to
satisfy any requirement for a “writing”, in each case including pursuant to this Agreement, any other Loan
Document, the UCC, the Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive
or procedural law governing such subject matter. Each party or beneficiary hereto agrees not to contest the validity or enforceability
of an Approved Electronic Communication or E-Signature under the provisions of any applicable law requiring certain documents to be in
writing or signed; provided, that nothing herein shall limit such party’s or beneficiary’s right to contest
whether an Approved Electronic Communication or E-Signature has been altered after transmission.


 





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(b) All
Other Notices. All notices, requests, demands and other communications under or in respect of this Agreement or any transactions
hereunder, other than those approved for or required to be delivered by Approved Electronic Communications (including via ABLSoft or
otherwise pursuant to Section 15.1(a)), shall be in writing and shall be personally delivered or mailed (by prepaid registered
or certified mail, return receipt requested), sent by prepaid recognized overnight courier service, or by email to the applicable party
at its address or email address indicated below,


 


If
to Agent:



Eclipse BUSINESS Capital LLC,

as Agent

123 N Wacker Suite 2400

Chicago, IL 60606

Attention: Tracy Salyers

Email: tsalyers@eclipsebuscap.com


 


If
to Borrower Representative, any Borrower or any other Loan Party:



Rubicon Global, LLC

950 East Paces Ferry Rd NE

Suite 1900

Atlanta, Georgia 30326

Attention: Chris Waters

Email: chris.waters@rubiconglobal.com


 






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with
a mandatory copy to:



Chamberlain Hrdlicka White Williams & Aughtry, P.C.

191 Peachtree Street, NE

46th Floor

Atlanta, Georgia 30303

Attention: Scott A. Augustine

Email: scott.augustine@chamberlainlaw.com


 


or,
as to each party, at such other address as shall be designated by such party in a written notice to the other party delivered as aforesaid.
All such notices, requests, demands and other communications shall be deemed given (i) when personally delivered, (ii) three (3) Business
Days after being deposited in the mails with postage prepaid (by registered or certified mail, return receipt requested), (iii) one (1)
Business Day after being delivered to the overnight courier service, if prepaid and sent overnight delivery, addressed as aforesaid and
with all charges prepaid or billed to the account of the sender or (iv) when sent by email transmission to an email address designated
by such addressee and the sender receives a confirmation of transmission.


 


15.2. Severability.
If any provision of this Agreement or any other Loan Document is held invalid or unenforceable, either in its entirety or by virtue of
its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render
same valid, or not applicable to given circumstances, or excised from this Agreement or such other Loan Document, as the situation may
require, and this Agreement and the other Loan Documents shall be construed and enforced as if such provision had been included herein
as so modified in scope or application, or had not been included herein or therein, as the case may be.


 


15.3. Integration.
This Agreement and the other Loan Documents represent the final, entire and complete agreement between each Loan Party party hereto and
thereto and Agent and supersede all prior and contemporaneous negotiations, oral representations and agreements, all of which are merged
and integrated into this Agreement. THERE ARE NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES THAT ARE NOT
SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


 


15.4. Waivers.
The failure of Agent and the Lenders at any time or times to require any Loan Party to strictly comply with any of the provisions of
this Agreement or any other Loan Documents shall not waive or diminish any right of Agent later to demand and receive strict compliance
therewith. Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar.
None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Agent
or its agents or employees, but only by a specific written waiver signed by an authorized officer of Agent and any necessary Lenders
and delivered to Borrowers. Once an Event of Default shall have occurred, it shall be deemed to continue to exist and not be cured or
waived unless specifically waived in writing by an authorized officer of Agent and Required Lenders and delivered to Borrowers. Each
Loan Party Obligor waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release,
compromise, settlement, extension or renewal of any commercial paper, Instrument, Account, General Intangible, Document, Chattel Paper,
Investment Property or guaranty at any time held by Agent on which such Loan Party Obligor is or may in any way be liable, and notice
of any action taken by Agent, unless expressly required by this Agreement, and notice of acceptance hereof.


 






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15.5. Amendments.


 


(a) No
amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents shall in
any event be effective unless the same shall be in writing and acknowledged by the Required Lenders, and then any such amendment, modification,
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that,
except to the extent set forth in Section 14.9 hereof, no amendment, modification, waiver or consent shall (i) extend or
increase the Commitment of any Lender without the written consent of such Lender, (ii) extend the date scheduled for payment of any principal
(excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender
directly affected thereby, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder,
without the consent of each Lender directly affected thereby; (iv) amend or modify the definitions of Borrowing Base, Eligible Accounts,
Eligible Billed Accounts or Eligible Unbilled Accounts, or any components thereof (including, without limitation, any Advance Rates),
without the written consent of each Lender; or (v) release any guarantor from its obligations under any Guaranty, other than as part
of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the
Collateral granted under any of the other Loan Documents (except as permitted by Section 14.10), change the definition of
Required Lenders, any provision of Section 6.2, any provision of this Section 15.4, the provisions of Section 14.9
or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent, without, in each case set
forth in this clause (v), the written consent of all Lenders. No provision of Section 14 or other provision of this Agreement
affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement
affecting any Loan Party shall be amended or modified without the prior written consent of Borrower Representative. Any amendment contemplated
by Section 3.6(d) of this Agreement in connection with a Benchmark Transition event or an Early Opt-in Election shall be
effective as contemplated by such section 3.6(d).


 


(b) If,
in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the
Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent
is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting
Lender, Agent and/or a Person or Persons reasonably acceptable to Agent shall have the right to purchase from such Non-Consenting Lenders,
and such Non-Consenting Lenders agree that they shall, upon Agent’s request, sell and assign to Agent and/or such Person or Persons,
all of the Loans and Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Commitments
held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through
the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption.


 






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15.6. Time
of Essence. Time is of the essence in the performance by each Loan Party Obligor of each and every obligation under this Agreement
and the other Loan Documents.


 


15.7. Expenses,
Fee and Costs Reimbursement. Each Borrower hereby agrees to promptly pay (a) all reasonable out of pocket costs and expenses of Agent
(including the out of pocket fees, costs and expenses of internal and external legal counsel to, and appraisers, accountants, consultants
and other professionals and advisors retained by or on behalf of, Agent) in connection with (i) all loan proposals and commitments pertaining
to the transactions contemplated hereby (whether or not such transactions are consummated), (ii) the examination, review, due diligence
investigation, documentation, negotiation, and closing of the transactions contemplated by the Loan Documents (whether or not such transactions
are consummated), (iii) the creation, perfection and maintenance of Liens pursuant to the Loan Documents, (iv) the performance or enforcement
by Agent of its rights and remedies under the Loan Documents (or determining whether or how to perform or enforce such rights and remedies),
(v) the administration of the Loans (including usual and customary fees for wire transfers and other transfers or payments received by
Agent on account of any of the Obligations) and Loan Documents, (vi) any amendments, modifications, consents and waivers to and/or under
any and all Loan Documents (whether or not such amendments, modifications, consents or waivers are consummated), (vii) any periodic public
record searches conducted by or at the request of Agent (including, title investigations and public records searches), pending litigation
and tax lien searches and searches of applicable corporate, limited liability company, partnership and related records concerning the
continued existence, organization and good standing of certain Persons), (viii) protecting, storing, insuring, handling, maintaining,
auditing, examining, valuing or selling any Collateral, (ix) any litigation, dispute, suit or proceeding relating to any Loan Document
and (x) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Loan Documents (it
being agreed that (A) such costs and expenses may include the costs and expenses of workout consultants, investment bankers, financial
consultants, appraisers, valuation firms and other professionals and advisors retained by or on behalf of Agent (B) each Lender shall
also be entitled to reimbursement for all reasonable out of pocket costs and expense of the type described in this clause (x), provided
that, to the extent of an actual or reasonably perceived conflict of interest, such reimbursement shall be limited to one additional
counsel for the Lenders as a whole), and (b) without limiting the preceding clause (a), all reasonable out of pocket costs and expenses
of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder.
Any fees, costs and expenses owing by any Borrower or other Loan Party Obligor hereunder shall be due and payable within three (3) days
after written demand therefor.


 


15.8. Benefit
of Agreement; Assignability. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors,
assigns, heirs, beneficiaries and representatives of each Borrower, each other Loan Party Obligor party hereto, Agent and each Lender;
provided, that neither each Borrower nor any other Loan Party Obligor may assign or transfer any of its rights under this
Agreement without the prior written consent of Agent and each Lender, and any prohibited assignment shall be void. No consent by Agent
or any Lender to any assignment shall release any Loan Party Obligor from its liability for any of the Obligations. Each Lender shall
have the right to assign all or any of its rights and obligations under the Loan Documents to one or more other Persons in accordance
with Section 15.9. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, a Lender may
at any time pledge or grant a security interest in all or any portion of its rights under this Agreement and the other Loan Documents
to secure any obligations of such Lender, including any pledge or grant to secure obligations to a Federal Reserve Bank.


 






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15.9. Assignments.


 


(a)
Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or
any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent and, so long as no Event of
Default exists, Borrower Representative (which consents shall not be unreasonably withheld or delayed and shall not be
required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than
an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as
Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the
remaining Commitment and Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent
shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an
Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully
completed by the applicable parties thereto and a processing fee of $3,500. 3,500.
Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any
Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder
of any Debt that is secured by liens or security interests that have been contractually subordinated to the liens and
security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written
consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if granted, may be
conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a
limitation on the aggregate amount of Loans and Commitments which may be held by such Person and/or its Affiliates and/or
limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender
meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.9
shall be null and void. Each Borrower shall be deemed to have granted its consent to any assignment requiring its consent
hereunder unless Borrower Representative has expressly objected to such assignment within five (5) Business Days after
receipt of written notice thereof.


 


(b) From
and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed
automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee
pursuant to the applicable Assignment and Assumption, shall have the rights and obligations of a Lender hereunder and (ii) the assigning
Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption,
shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee
(and, as applicable, the assigning Lender) pursuant to an effective Assignment and Assumption, Borrowers shall execute and deliver to
Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee’s
Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata
Share of the aggregate Revolving Loan Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s),
the assigning Lender shall return to Borrowers any prior promissory note held by it.


 





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(c) Agent
shall, as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and Assumption delivered and accepted by it and register
(the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender
and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender
or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register.
All records of transfer of a Lender’s interest in the Register shall be conclusive, absent manifest error, as to the ownership
of the interests in the Loans. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance
of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrowers, maintain a register containing
information similar to that of the Register in a manner such that the loans hereunder are in “registered form” for the purposes
of the Code. This Section shall be construed so that the Loans are at all times maintained in “registered form” for the purpose
of the Code and any related regulations (and any successor provisions).


 


15.10. Participations.
Anything in this Agreement or any other Loan Document to the contrary notwithstanding, any Lender may, at any time and from time to time,
without in any manner affecting or impairing the validity of any Obligations, sell to one or more Persons participating interests in
its Loans, commitments or other interests hereunder or under any other Loan Document (any such Person, a “Participant”).
In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder and under
the other Loan Documents shall remain unchanged for all purposes, (b) Borrowers and such Lender shall continue to deal solely and directly
with each other in connection with such Lender’s rights and obligations hereunder and under the other Loan Documents and (c) all
amounts payable by Borrowers shall be determined as if such Lender had not sold such participation and shall be paid directly to such
Lender; provided, that a Participant shall be entitled to the benefits of Section 13 as if it were a
Lender if Borrower Representative is notified of the Participation and the Participant complies with Section 13. Each Borrower
agrees that if amounts outstanding under this Agreement or any other Loan Document are due and payable (as a result of acceleration or
otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under
this Agreement and the other Loan Documents to the same extent as if the amount of its participating interest were owing directly to
it as a Lender under this Agreement; provided, that such right of set-off shall not be exercised without the prior written
consent of such Lender and shall be subject to the obligation of each Participant to share with such Lender its share thereof. Each Borrower
also agrees that each Participant shall be entitled to the benefits of Section 15.9 as if it were a Lender. Notwithstanding
the granting of any such participating interests, (i) Borrowers shall look solely to the applicable Lender for all purposes of this Agreement,
the Loan Documents and the transactions contemplated hereby, (ii) Borrowers shall at all times have the right to rely upon any amendments,
waivers or consents signed by the applicable Lender as being binding upon all of the Participants and (iii) all communications in respect
of this Agreement and such transactions shall remain solely between Borrowers and the applicable Lender (exclusive of Participants) hereunder.
If a Lender grants a participation hereunder, such Lender shall maintain, as a non-fiduciary agent of Borrowers, a register as to the
participations granted and transferred under this Section containing the same information specified in Section 15.9 on the
Register as if each Participant were a Lender to the extent required to cause the Loans to be in registered form for the purposes of
Sections 163(F), 165(J), 871, 881, and 4701 of the Code.


 






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15.11. Headings;
Construction. Section and subsection headings are used in this Agreement only for convenience and do not affect the meanings of the
provisions that they precede.


 


15.12. USA
PATRIOT Act Notification. Agent hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it may
be required to obtain, verify and record certain information and documentation that identifies such Person, which information may include
the name and address of each such Person and such other information that will allow Agent to identify such Persons in accordance with
the USA PATRIOT Act.


 


15.13. Counterparts;
Fax/Email Signatures. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same
agreement. This Agreement may be executed by signatures delivered by facsimile or electronic mail, each of which shall be fully binding
on the signing party.


 


15.14. GOVERNING
LAW. THIS AGREEMENT, ALONG WITH ALL OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE IN SUCH OTHER LOAN DOCUMENT) SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. FURTHER, THE LAW OF THE STATE OF NEW YORK SHALL APPLY TO ALL DISPUTES OR CONTROVERSIES
ARISING OUT OF OR CONNECTED TO OR WITH THIS AGREEMENT AND ALL SUCH OTHER LOAN DOCUMENTS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.


 


15.15. CONSENT
TO JURISDICTION; WAIVER OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS. ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS IN THE COUNTY OF COOK OR IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS OR IN ANY OTHER COURT (IN ANY JURISDICTION) SELECTED BY THE AGENT IN ITS
SOLE DISCRETION, AND EACH BORROWER AND EACH OTHER LOAN PARTY OBLIGOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFOREMENTIONED COURTS. EACH BORROWER AND EACH OTHER LOAN PARTY OBLIGOR HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR BASED ON 28 U.S.C. § 1404, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
AND ADJUDICATION OF ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY OF THE AFOREMENTIONED COURTS AND AMENDMENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH
OTHER LOAN PARTY OBLIGOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR UNDER ANY AMENDMENT, WAIVER, AMENDMENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED
OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER AND EACH OTHER LOAN PARTY OBLIGOR HEREBY WAIVES PERSONAL SERVICE OF
ANY AND ALL PROCESS UPON ANY BORROWER OR ANY OTHER LOAN PARTY OBLIGOR AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED
MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER’S’ NOTICE ADDRESS (ON BEHALF OF BORROWERS OR SUCH LOAN PARTY OBLIGOR)
SET FORTH IN SECTION 15.1 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED
IN THE MAIL, OR, AT THE AGENT’S OPTION, BY SERVICE UPON ANY BORROWER OR ANY OTHER LOAN PARTY OBLIGOR IN ANY OTHER MANNER PROVIDED
UNDER THE RULES OF ANY SUCH COURTS.


 






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15.16. Publication.
Each Borrower and each other Loan Party Obligor consents to the publication by Agent of a tombstone, press releases or similar advertising
material relating to the financing transactions contemplated by this Agreement, and Agent reserves the right to provide to industry trade
organizations information necessary and customary for inclusion in league table measurements.


 


15.17. Confidentiality.
Agent and each Lender agree to use commercially reasonable efforts not to disclose Confidential Information to any Person without the
prior consent of Borrower Representative; provided, that nothing herein contained shall limit any disclosure of the tax
structure of the transactions contemplated hereby, or the disclosure of any information (a) to the extent required by applicable law,
statute, rule, regulation or judicial process or in connection with the exercise of any right or remedy under any Loan Document, or as
may be required in connection with the examination, audit or similar investigation of Agent or any of its Affiliates, (b) to examiners,
auditors, accountants or any regulatory authority, (c) to the officers, partners, managers, directors, employees, agents and advisors
(including independent auditors, lawyers and counsel) of Agent and each Lender or any of their respective Affiliates, (d) in connection
with any litigation or dispute which relates to this Agreement or any other Loan Document to which Agent or any Lender is a party or
is otherwise subject, (e) to a subsidiary or Affiliate of Agent or any Lender, (f) to any Assignee or Participant (or prospective Assignee
or Participant) which agrees to be bound by this Section 15.17 and (g) to any lender or other funding source of Agent or
any Lender (each reference to Agent and Lender in the foregoing clauses shall be deemed to include (i) the actual and prospective Assignees
and Participants referred to in clause (f) and the lenders and other funding sources referred to in clause (g), as applicable for purposes
of this Section 15.17), and further provided, that in no event shall Agent or any Lender be obligated or required
to return any materials furnished by or on behalf of any Borrower or any other Loan Party or Obligor. The obligations of Agent and Lenders
under this Section 15.17 shall supersede and replace the obligations of Agent and Lenders under any confidentiality letter
or provision in respect of this financing or any other financing previously signed and delivered by Agent or any Lender to any Borrower
or any of its Affiliates.


 


[Signature
page follows]


 






    101


     


    

 


IN
WITNESS WHEREOF, each Borrower, each other Loan Party Obligor party hereto, Agent and each Lender have signed this Agreement as of the
date first set forth above.


 



	 	Agent: 
	 	 	 	 
	 	ECLIPSE BUSINESS CAPITAL LLC
	 	 	 	 
	 	By: 	 
	 	 	Name:	 
	 	 	Its: 	Authorized Signatory
	 	 	 	 
	 	Lenders:
	 	 	 	 
	 	ECLIPSE BUSINESS CAPITAL SPV, LLC
	 	 	 	 
	 	By: 	 
	 	 	Name:	 
	 	 	Its: 	Authorized Signatory



 


Signature
Page to Loan and Security Agreement


 






    102


     


    

 


	 	Borrowers:
	 	 
	 	RUBICON
    GLOBAL, LLC
	 	 
	 	By:	 
	 		Name:	
	 		Its:	 
	 	 	 	 
	 	Borrowers:
	 	 
	 	RUBICON GLOBAL, LLC
	 	 
	 	By:	
	 	Name:	
	 	Its:	 
	 	 	 
	 	RIVERROAD WASTE SOLUTIONS, INC.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Its:	 



 


Signature
Page to Loan and Security Agreement


 






    103


     


    

 


	 	Loan Party Obligors:
	 	 
	 	RUBICON TECHNOLOGIES, LLC
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	 	 	 
	 	CLEANCO LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 	 	 
	 	CHARTER WASTE MANAGEMENT,
    INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	 	 	 
	 	CLEANCO
    LLC
	 	
	 	By:	 
	 		Name:	 
	 		Its:	 
	 	 	 	 
	 	CHARTER
    WASTE MANAGEMENT, INC.
	 	 
	 	By:	
	 		Name:	 
	 		Its:	 



 


Signature
Page to Loan and Security Agreement


 






    104


     


    



 


Perfection
Certificate


 


[Attached]


 






    Perfection Certificate - 1


     


    

 


Annex
I


 


Description
of Certain Terms


 





	1.1.	Loan
    Limits for Revolving Loans	 
	 	(a)(a)	Maximum
    Revolving Facility Amount	$60,000,000
	 	(b)(b)	Advance
    Rates	 
	 	 	(i)(i)	Billed
    Accounts Advance Rate	Eighty
    five percent (85%); provided, that if Dilution exceeds five percent (5%), Lender may, at its option, (A) reduce such advance
    rate by the number of full or partial percentage points comprising such excess or (B) establish a Reserve on account of such
    excess (the “Dilution Reserve”).
	 	 	(ii)(ii)	Unbilled
    Accounts Advance Rate)	Eighty
    percent (80%); provided, that if Dilution exceeds five percent (5%), Lender may, at its option, (A) reduce
    such advance rate by the number of full or partial percentage points comprising such excess or (B) establish a Dilution Reserve
    on account of such excess.
	 	(c)(c)	Reserved:	 
	 	(d)(d)	Reserved	 
	 	(e)	Reserved	 
	 	(e)(f)	Reserved	 
	(f)2.	Reserved	 
	 	(a)	Reserved	 
	 	2.(b)	Reserved	 
	 	(a)	Reserved	 
	 	(b)	Reserved	 



 






    Annex I - Page 1


     


    

 


	3.3.	Interest
    Rates	 
	 	(a)(a)	Revolving
    Loans	Four
                                            Five
                                            and one-half
                                            percent (4.505.50%) per
                                            annum in excess of the Adjusted Term SOFR

                                                                                Three
                                            Four
                                            and one-half
                                            percent (3.504.50%%) per annum in excess of the Base Rate

	 	(b)(b)	Reserved	 
	4.4.	Maximum
    Days Eligible Billed Accounts	 
	 	(a)(a)	Maximum
    days after original invoice date for Eligible Billed Accounts	Ninety
    (90) days
	 	(b)(b)	Maximum
    days after original invoice due date for Eligible Billed Accounts	Sixty
    (60) days
	5.5.	Agent’s
    Bank	Wells Fargo Bank, National Association and its affiliates

                                                                                Account Name: _________Eclipse Business Capital LLC

                                                                                Account # _________

                                                                                ABA Routing # 121000248

                                                                                Reference:[ Rubicon Global

                                                                                (which bank may be changed from time to time by notice from Agent to Borrower Representative)

	6.6.	Scheduled
    Maturity Date	December
    14, 20222023
	 	 	 	 	 




    Annex I - Page 2


     


    

 


Annex
II


 


Agent
and Lenders shall be provided with each of the documents set forth below at the following times, in form satisfactory to Agent:


 





	Bi-Monthly
    (no later than the 3rd Business Day of each applicable week), or more frequently if Agent requests	(a)
    A summary and a detailed aging, by total, of each Borrower’s Accounts, together with an Account roll-forward with supporting
    details supplied from sales journals, collection journals, credit registers and any other records, with respect to each Borrower’s
    Accounts (delivered electronically in an acceptable format).

     

    (b)
    Notice of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrower’s Accounts.

     

    (c)
    A detailed calculation of the Accounts of each Borrower that are not eligible for the Borrowing Base (delivered electronically in
    an acceptable format).

     

    (d)
    A summary and a detailed of each Borrower’s Unbilled Accounts, together with an Unbilled Account roll-forward with supporting
    details.

     

    (e)
    Reserved.

	Monthly
    (no later than the 20th day of each month)	(f)
    A summary and a detailed aging, by total, of each Borrower’s Accounts, together with reconciliation to the Borrowing Base submitted
    closest to such date and to the loan statement provided to Borrowers by Agent for such month and support documentation for any reconciling
    items noted (delivered electronically in an acceptable format).

     

    (g)
    A summary aging, by vendor, of each Loan Party’s accounts payable and a listing by vendor, of any held and/or outstanding checks
    (delivered electronically in an acceptable format).

     

    (h)
    A monthly Account roll-forward with respect to each Borrower’s Accounts, in a format acceptable to Agent in its discretion,
    tied to the beginning and ending Account balances of each Borrower’s month-end accounts receivables agings (delivered electronically
    in an acceptable format).

     

    (i)
    A reconciliation of Accounts summary aging and trade accounts payable summary aging to each of (i) Borrowers’ general ledger,
    and (ii) its monthly financial statements including any book reserves related to each category and (iii) in the case of the Accounts
    summary aging, the Borrowing Base submitted closest to such date, together with support documentation for any reconciling items noted
    (delivered electronically in an acceptable format).

     

    (j)
    A list of each existing Service Contract (as defined in the Intercreditor Agreement) indicating the current stated expiration date
    of such Service Contract.

     

    (k)
    A reconciliation of the loan statement provided to Borrower Representative by Agent for such month to each of (i) Borrowers’
    general ledger, (ii) its monthly financial statements and (iii) the Borrowing Base submitted closest to such date, together with
    support documentation for any reconciling items noted (delivered electronically in an acceptable format).



 






    Annex II - Page 1


     


    

 





	 	(k)
    A reconciliation of the loan statement provided to Borrower Representative by Agent for such month to each of (i) Borrowers’
    general ledger, (ii) its monthly financial statements and (iii) the Borrowing Base submitted closest to such date, together with
    support documentation for any reconciling items noted (delivered electronically in an acceptable format).

     

    (l)
    A detailed calculation of the Borrowing Base (delivered electronically in an acceptable format) based upon the reports provided in
    (f) through (k) above, for such month and reflecting the outstanding principal balance of the Loans as of the last day of such month.

	Promptly
    upon the request of Agent	(m)
    Copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting
    documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from
    time to time.
	Quarterly	(n)
    A report regarding each Loan Party’s accrued, but unpaid, ad valorem taxes.
	Bi-Annually
    (in January and in July of each calendar year)	(o)
    A detailed list of each Loan Party’s customers, with address and contact information.

     

    (p)
    A detailed list of each Loan Party’s vendors, with address and contact information.

     

    (q)
    An updated Perfection Certificate, true and correct in all material respects as of the date of delivery, accompanied by a certificate
    executed by an officer of Borrower Representative and substantially in the form of Exhibit F hereto (it being understood and agreed
    that no such update shall serve to cure any existing Event of Default, including any Event of Default resulting from any failure
    to provide any such disclosure to Agent on an earlier date or any breach of any earlier made representation and/or warranty).

	Promptly
    upon (but in no event later than two Business Days after) delivery or receipt, as applicable, thereof	(r)
    Copies of any and all written notices (including notices of default or acceleration), reports and other deliveries received by or
    on behalf of any Loan Party from or sent by or on behalf of any Loan Party to, any holder, agent or trustee with respect to any or
    all of the Subordinated Debt (in such holder’s, agent’s or trustee’s capacity as such).


 






    Annex II - Page 2


     


    

 


Annex
III


 


Revolving
Loan Commitments


 


	Eclipse
    Business Capital SPV, LLC	$60,000,000
	100%	 
	Total	$60,000,000


 






    Annex III - Page 1


     


    

 


Exhibit
A


 


Form
of NOTICE OF BORROWING


 


[letterhead
of Borrower Representative]


 


ECLIPSE
BUSINESS CAPITAL LLC,

as Agent

____________

____________


 


Attention:
[______________]


 


Ladies
and Gentlemen:


 


Please
refer to the Loan and Security Agreement dated as of [__________] (as amended, restated or otherwise modified from time to time,
the “Loan Agreement”) among the undersigned, as Borrower Representative, the Borrowers (as defined therein)
the Loan Party Obligors (as defined therein) party thereto, the Lenders party thereto and ECLIPSE BUSINESS CAPITAL LLC, as Agent for
the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement.
This notice is given pursuant to Section 2.3 of the Loan Agreement and constitutes a representation by Borrower Representative,
for itself and on behalf of each Borrower, that the conditions specified in Section 4 of the Loan Agreement have been satisfied.
Without limiting the foregoing, (i) each of the representations and warranties set forth in the Loan Agreement and in the other Loan
Documents is true and correct in material all respects (except where such warranty or representation is already qualified by Material
Adverse Effect, materiality, dollar thresholds or similar qualifications, in which case such warranty or representation shall be accurate
in all respects) as of the date hereof (or to the extent any representations or warranties are expressly made solely as of an earlier
date, such representations and warranties shall be true and correct as of such earlier date), both before and after giving effect to
the Loans requested hereby, and (ii) no Default or Event of Default is in existence, both before and after giving effect to the Loans
requested hereby.


 


Borrower
Representative hereby requests a borrowing, on behalf of each Borrower, under the Loan Agreement as follows:


 


The
aggregate amount of the proposed borrowing is $[______________]. The requested borrowing date for the proposed borrowing (which
is a Business Day) is [______________], [____].


 


Borrower
Representative has caused this Notice of Borrowing to be executed and delivered by its officer thereunto duly authorized on [_____________].


 


 



	 	RUBICON
    GLOBAL, LLC, as Borrower Representative
	 	 
	 	By:	 
	 	Title:	 




 






    Exhibit A - Page 1


     


    

 


Exhibit
B


 


closing
checklist


 


[Attached]


 






    Exhibit B - Page 1


     


    

 


Exhibit
C


 


CLIENT
USER FORM


 


ECLIPSE
BUSINESS CAPITAL LLC

ABLSoft – Client User Form


 


Borrowers
Names: [Borrowers]


 


Borrower
Number: ________


 


Loan
and Security Agreement Date: ________ __, 20__


 


I,
being an authorized signer of the above borrower, as Borrower Representative (the “Borrower”), refer to the
above Loan and Security Agreement (as amended, restated or otherwise modified from time to time, the “Loan Agreement”)
between the Borrowers named above, the Lenders party thereto and ECLIPSE BUSINESS CAPITAL LLC, as Agent. This is the Client User Form,
used to determined client access to ABLSoft. Terms defined in the Loan Agreement have the same meaning when used in this Client User
Form.


 


Being
duly authorized by Borrower Representative, on behalf of Borrowers, I confirm that the following individuals have been authorized by
Borrower to have access to ABLSoft:


 


	First
    Name	Last
    Name	Email
    Address	Phone
    Number
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


RUBICON
GLOBAL, LLC, as Borrower Representative


 





	RBy		 
	Name:		 
	Title:		 
	Date:		 
	 	 	 
	UBICON
    GLOBAL, LLC, as Borrower Representative	 



 


	By	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 





 





    Exhibit C - Page 1


     


    

 


Exhibit
D


 


AUTHORIZED
ACCOUNTS FORM


 


ECLIPSE
BUSINESS CAPITAL LLC

Authorized Accounts Form


 


Borrowers
Names: [Borrowers]


 


Borrower
Number: ________


 


Loan
and Security Agreement Date: _______ __, 20__


 


I,
being an authorized signer of Rubicon Global, LLC, as Borrower Representative, refer to the above Loan and Security Agreement (as amended,
restated or otherwise modified from time to time, the “Loan Agreement”) between the Borrower named above, the
Lenders party thereto and ECLIPSE BUSINESS CAPITAL LLC, as agent (“Agent”). This is the Authorized Accounts
Form, referring to authorized operating bank accounts of Borrower. Terms defined in the Loan Agreement have the same meaning when used
in this Authorized Accounts Form.


 


Being
duly authorized by Borrower Representative, I confirm that the following operating bank accounts of Borrowers are the accounts into which
the proceeds of any Loan may be paid:


 


	Bank	Routing
    Number	Account
    number	Account
    name
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


RUBICON
GLOBAL, LLC, as Borrower Representative


 


	By:		 
	 	Authorized
                                            Signer	 
	Name:		 
	Title:		 
	Date:		 



 


	RUBICON
                                            GLOBAL, LLC, as Borrower Representative


	 
	 	 
	By:	 	 
	 	Authorized Signer	 
	Name:	 	 
	Title:	 	 
	Date:	 	 


 






    Exhibit D - Page 1


     


    

 


Exhibit
E


 


FORM
OF ACCOUNT DEBTOR NOTIFICATION


 


[Date]


 


VIA
CERTIFIED MAIL, RETURN RECEIPT REQUESTED


 


[Account
Debtor]

[Address]


 


		Re:	Loan
                                            Transaction with ECLIPSE BUSINESS CAPITAL LLC



 


Ladies
and Gentlemen:


 


Please
be advised that we have entered into certain financing arrangements (along with any other financing agreements that we may enter into
with Agent in the future, the “Financing Arrangements”) with ECLIPSE BUSINESS CAPITAL LLC (“Agent”),
as Agent for certain Lenders, pursuant to which we have granted to Agent a security interest in, among other things, any and all Accounts
and Chattel Paper (as those terms are defined in the Uniform Commercial Code) owing by you to us, whether now existing or hereafter arising.


 


You
are authorized and directed to respond to any inquiries that Agent may direct to you from time to time pertaining to the validity, amount
and other matters relating to such Accounts and Chattel Paper. In the event that Agent requests that payment for any Accounts and/or
Chattel Paper be made directly to Agent, you are hereby authorized and directed to comply with such instructions, without further authorization
or instruction from us.


 


This
authorization and directive shall be continuing and irrevocable until Agent advises you, in writing, that this authorization is no longer
in force.


 


	 	Very
                                            truly yours,



	 	 
	 	[BORROWER]
	 	 
	 	By:	
	 	Name:	
	 	Its:	 



 

	cc:	ECLIPSE
                                            BUSINESS CAPITAL LLC

                                            as Agent
	 	____________________
	 	____________________
	 	___________Attention:
                                            _________



 






    Exhibit E - Page 1


     


    

 


Exhibit
F


 


FORM
OF COMPLIANCE CERTIFICATE


 


[letterhead
of Borrower Representative]


 


To:
ECLIPSE BUSINESS CAPITAL LLC,

as Agent

___________

___________


 


Attention: _________


 


		Re:	Compliance
                                            Certificate dated _______________



 


Ladies
and Gentlemen:


 


Reference
is made to that certain Loan and Security Agreement dated as of December __, 2018 (as amended, restated or otherwise modified from time
to time, the “Loan Agreement”) by and among ECLIPSE BUSINESS CAPITAL LLC (“Agent”),
the Lenders party thereto, RUBICON GLOBAL, LLC, a Delaware limited liability company, and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey
corporation (each a “Borrower” and collectively, the “Borrowers”) and each of the
Loan Party Obligors (as defined therein) party thereto. Capitalized terms used in this Compliance Certificate have the meanings set forth
in the Loan Agreement unless specifically defined herein.


 


Pursuant
to Section 7.15 of the Loan Agreement, the undersigned Chief Financial Officer of Borrower Representative hereby certifies on behalf
of each Borrower (solely in his capacity as an officer or Borrower Representative and not in his individual capacity) that:


 


1.
The financial statements of Borrowers for the ___ -month period ending _____________ attached hereto have been prepared in accordance
with GAAP and fairly present the financial condition of Borrowers for the periods and as of the dates specified therein.


 


2.
As of the date hereof, there does not exist any Default or Event of Default.


 


3.
Borrowers are in compliance with the applicable financial covenants contained in Section 9 of the Loan Agreement for the periods
covered by this Compliance Certificate. Attached hereto are statements of all relevant facts and computations in reasonable detail sufficient
to evidence Borrowers’ compliance with such financial covenants, which computations were made in accordance with GAAP.


 


IN
WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this __ day of _______________, ______.


 




	 	RUBICON
                                            GLOBAL, LLC], as Borrower Representative



	 	 
	 	By:	
	 	Name:	
	 	Title:	Chief
    Financial Officer


 




	 	RUBICON
                                            GLOBAL, LLC], as Borrower Representative



	 	 
	 	By:	
	 	Name:	
	 	Title:	Chief
    Financial Officer


 






    Exhibit F - Page 1


     


    

 


Exhibit
G


 


FORM
OF ASSIGNMENT AND ASSUMPTION


 


Dated
[___________ ___, 201_]


 


Reference
is made to the Loan and Security Agreement dated as of [___________], 201[_] among Rubicon Global, LLC, a Delaware limited liability
company, and RiverRoad Waste Solutions, Inc., a New Jersey corporation (each a “Borrower” and collectively
the “Borrowers”), the other Loan Party Obligors party thereto, the lenders party thereto as “Lenders”
and Eclipse Business Capital LLC, as agent (“Agent”) for the Lenders (as amended, restated, supplemented or
otherwise modified from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement are used herein as therein
defined.


 


[____________],
solely in its capacity as a Lender under the Loan Agreement (the “Assignor”), and [__________] (the “Assignee”)
agree as follows:


 


1.
The Assignor hereby sells and assigns to the Assignee, without recourse, representation or warranty (except as expressly set forth elsewhere
herein), and the Assignee hereby purchases and assumes from the Assignor, on the Effective Date (as defined below), an interest as set
forth in Exhibit A attached hereto (the “Assigned Interest”) in and to (i) all of the Assignor’s
right, title and interest with respect to the Loans set forth in Exhibit A, (ii) all of the Assignor’s right, title and
interest with respect to the [Revolving Loan Commitment] of Assignor as set forth in Exhibit A and (iii) to the extent
related thereto, all of the Assignor’s rights and obligations, solely as a Lender, under the Loan Agreement and any other Loan
Document (including, without limitation, (A) the outstanding principal amount of the Loans made by the Assignor and assigned to Assignee
hereunder, and (B) the Assignor’s pro rata share of the obligations owing by each Loan Party under the Loan Agreement and the Loan
Documents). The Assigned Interest (expressed as a percentage) in the Loans and the [Revolving Loan Commitment] is set forth in
Exhibit A.


 


2.
The Assignor (i) represents and warrants as of the date hereof that [its Revolving Loan Commitment, or if its Revolving Loan Commitment
shall have been terminated, the outstanding principal amount of its Revolving Loans], is set forth in Exhibit A (without giving
effect to assignments thereof which have not yet become effective); (ii) represents and warrants that it is the legal and beneficial
owner of the interest it is assigning hereunder; (iii) makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made by or in connection with the Loan Agreement or any other Loan Document or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other Loan Document, or any other
instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect
to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Loan
Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.


 





    Exhibit G - Page 1


     


    

 


3.
The Assignee represents and warrants that it has become a party hereto solely in reliance upon its own independent investigation of the
financial and other circumstances surrounding the Loan Parties, the Collateral, the Loans, the Revolving Loan Commitments and all aspects
of the transactions evidenced by or referred to in the Loan Documents, or has otherwise satisfied itself thereto, and that it is not
relying upon any representation, warranty or statement (except any such representation, warranty or statement expressly set forth in
this Assignment and Assumption) of the Assignor in connection with the assignment made under this Assignment and Assumption. The Assignee
further acknowledges that the Assignee will, independently and without reliance upon Agent, the Assignor or any other Lender and based
upon the Assignee’s review of such documents and information as the Assignee deems appropriate at the time, make and continue to
make its own credit decisions in entering into this Assignment and Assumption and taking or not taking action under the Loan Documents.
The Assignor shall have no duty or responsibility either initially or on a continuing basis to make any such investigation or any such
appraisal on behalf of the Assignee or to provide the Assignee with any credit or other information with respect thereto, whether coming
into its possession before the making of the initial extension of credit under the Loan Agreement or at any time or times thereafter.


 


4.
The Assignee represents and warrants to the Assignor that it has experience and expertise in the making of loans such as the Loans or
with respect to the other types of credit which may be extended under the Loan Agreement; that it has acquired its Assigned Interest
for its own account and not with any intention of selling all or any portion of such interest; and that it has received, reviewed and
approved copies of all Loan Documents.


 


5.
The Assignor shall not be responsible to the Assignee for the execution, effectiveness, accuracy, completeness, legal effect, genuineness,
validity, enforceability, collectability or sufficiency of any of the Loan Documents or for any representations, warranties, recitals
or statements made therein or in any written or oral statement or in any financial or other statements, instruments, reports, certificates
or any other documents made or furnished or made available by the Assignor to the Assignee or by or on behalf of the Loan Parties to
the Assignor or the Assignee in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition
or business affairs of the Loan Parties or any other Person liable for the payment of any Loans or payment of amounts owed in connection
with other extensions of credit under the Loan Agreement or the value of the Collateral or any other matter. The Assignor shall not be
required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the Loan Documents or as to the use of the proceeds of the Loans or other extensions of credit under the Loan Agreement
or as to the existence or possible existence of any Event of Default.


 


6.
Each party to this Assignment and Assumption represents and warrants to the other party to this Assignment and Assumption that it has
full power and authority to enter into this Assignment and Assumption and to perform its obligations under this Assignment and Assumption
in accordance with the provisions set forth herein, that this Assignment and Assumption has been duly authorized, executed and delivered
by such party and that this Assignment and Assumption constitutes a legal, valid and binding obligation of such party, enforceable in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting
creditors’ rights generally and by general equitable principles.


 





    Exhibit G - Page 2


     


    

 


7.
Each party to this Assignment and Assumption represents and warrants that the making and performance by it of this Assignment and Assumption
do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to
it.


 


8.
Each party to this Assignment and Assumption represents and warrants that all consents, licenses, approvals, authorizations, exemptions,
registrations, filings, opinions and declarations from or with any agency, department, administrative authority, statutory corporation
or judicial entity necessary for the validity or enforceability of its obligations under this Assignment and Assumption have been obtained,
and no governmental authorizations other than any already obtained are required in connection with its execution, delivery and performance
of this Assignment and Assumption.


 


9.
The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned and that such interest
is free and clear of any lien, security interest or other encumbrance.


 


10.
The Assignor makes no representation or warranty and assumes no responsibility with respect to the operations, condition (financial or
otherwise), business or assets of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under
the Loan Agreement or any other Loan Document.


 


11.
The Assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents
as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto.


 


12.
The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement
and the other Loan Documents are required to be performed by it as a Lender.


 


13.
The Assignee confirms that it has received all documents and information it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption.


 


14.
The Assignee specifies as its address for notices the office set forth beneath its name on the signature pages hereof.


 


15.
The effective date for this Assignment and Assumption (the “Effective Date”) shall be the date that is the
latest of (a) the execution of this Assignment and Assumption, (b) the delivery of this Assignment and Assumption to Agent for acceptance,
and (c) the date on which the Assignor has received the payment, in immediately available funds, by the Assignee of $[_____________],
which amount represents the purchase price for the Assigned Interest.


 


16.
Upon acceptance of this Assignment and Assumption by Agent, as of the Effective Date (i) the Assignee shall, in addition to the rights
and obligations under the Loan Agreement and the other Loan Documents held by it immediately prior to the Effective Date, have the rights
and obligations under the Loan Agreement and the other Loan Documents that have been assigned to it pursuant to this Assignment and Assumption,
and (ii) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its
obligations under the Loan Agreement and the other Loan Documents that have been assigned by the Assignor to the Assignee pursuant to
this Assignment and Assumption.


 





    Exhibit G - Page 3


     


    

 


17.
Upon acceptance of this Assignment and Assumption by Agent, from and after the Effective Date, Agent shall make all payments under the
Loan Agreement in respect of the rights assigned hereby (including, without limitation, all payments of principal, interest and fees
with respect thereto) to the Assignee. If the Assignor receives or collects any payment of interest or fees attributable to the interests
assigned to Assignee by this Assignment and Assumption which has accrued after the Effective Date, the Assignor shall distribute to the
Assignee such payment. If the Assignee receives or collects any payment of interest or fees which is not attributable to the interests
assigned to the Assignee by this Assignment and Assumption or which has accrued on or prior to the Effective Date, the Assignee shall
distribute to the Assignor such payment.


 


18.
This Assignment and Assumption shall be delivered and accepted in and shall be deemed to be a contract made under and governed by the
internal laws of the State of [Illinois] (but giving effect to federal laws applicable to national banks) applicable to contracts
made and to be performed entirely within such state, without regard to conflict of laws principles.


 


[rest
of page intentionally left blank; signature page follows]


 





    Exhibit G - Page 4


     


    

 




IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Assignment and Assumption as of the Effective
Date.


 



	 	[ASSIGNOR]



	 	 	 
	 	By	 
	 	Name	 
	 	Title	 
	 	 	 
	 	NOTICE
    ADDRESS AND PAYMENT
	 	INSTRUCTIONS
    FOR ASSIGNOR
	 	 
	 	 
	 	 
	 	 
	 	Telephone
    No. (___) ___-____
	 	Telecopy
    No. (___) ___-____
	 	 	 
	 	[ASSIGNEE]



	 	 	 
	 	By	 
	 	Name	 
	 	Title	 
	 	 	 
	 	NOTICE
    ADDRESS AND PAYMENT
	 	INSTRUCTIONS
    FOR ASSIGNEE
	 	 	 
	 	 
	 	 
	 	 
	 	Telephone
    No. (___) ___-____
	 	Telecopy
    No. (___) ___-____


 




	 	[ASSIGNOR]



	 	 	 
	 	By	 
	 	Name	 
	 	Title	 




 





	 	[ASSIGNEE]



	 	 	 
	 	By	 
	 	Name	 
	 	Title	 


 






    Exhibit G - Page 5


     


    

 




	ACCEPTED
    this _____ day of ___________, 201__	 
	 	 
	ECLIPSE
    BUSINESS CAPITAL LLC,	 
	as
    AgentBy	 
	 	 	 
	By:	 	 
	Name:
    	 	 
	Title:
    		] 
	 	 	 
	Consented
    to this ___ day of __________, 20__	 
	 	 
	RUBICON
    GLOBAL, LLC	 
	 	 	 
	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 
	 	 	 
	Consented
    to this ___ day of __________, 20__	 
	 	 
	RIVERROAD
    WASTE SOLUTIONS, INC.	 
	 	 	 
	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 





 





    Exhibit G - Page 6


     


    

 


EXHIBIT
A


 


		Borrowers:	Rubicon
                                            Global, LLC

                                            RiverRoad Waste Solutions, Inc [______________]



 


Description
of Loan Agreement: Loan and Security Agreement, dated as of [___________], 201[_] among Borrowers, the other Loan Party Obligors party
thereto, the lenders party thereto as “Lenders” and Eclipse Business Capital LLC as agent (“Agent”)
for the Lenders (as amended, restated, supplemented or otherwise modified from time to time).


 


Assigned
Interests:


 


	Assignor’s
    Interest Prior to Assignment	Assigned
    Interests	Assignor’s
    Remaining Interest After Assignment	Assignee’s
    Pro Rata Shares
	Revolving
    Loans and Revolving Loan Commitments	 	 	 


 




    Exhibit A - Page 1