Exhibit 4.9


 


LOAN AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY
AGREEMENT (this “Agreement”) dated as of November 13, 2018 (the “Effective Date”), by and among
(a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) INTERPACE DIAGNOSTICS GROUP,
INC., a Delaware corporation (“IDG”), (ii) INTERPACE DIAGNOSTICS CORPORATION, a Delaware corporation
(“IDC”), and (iii) INTERPACE DIAGNOSTICS, LLC, a Delaware limited liability company (“IDLLC”)
(IDG, IDC and IDLLC are hereinafter jointly and severally, individually and collectively “Borrower”), provides
the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:


 


1 ACCOUNTING
AND OTHER TERMS


 


Accounting
terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP.
Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower
only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth
in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the
Code to the extent such terms are defined therein.


 


2 LOAN
AND TERMS OF PAYMENT


 


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


 


2.2
Revolving Line.


 


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


 


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


 


2.3 Term
Loan.


 


(a)
Availability. Subject to the terms and conditions of this Agreement, upon Borrower’s request, during the Draw
Period, Bank shall make term loan advances available to Borrower in an aggregate original principal amount of up to Eight Hundred
Fifty Thousand Dollars ($850,000.00) (each such advance is referred to herein as a “Term Loan Advance” and,
collectively, as the “Term Loan Advances”). Borrower may not request more than two (2) Term Loan Advances hereunder.
After repayment, no Term Loan Advance (or any portion thereof) may be reborrowed.


 


(b)
Interest Payments. With respect to each Term Loan Advance, commencing on the first (1st) Payment Date
for Term Loan Advances occurring in the month following the month in which the Funding Date of such Term Loan Advance occurs and
continuing on each Payment Date thereafter until and on the Term Loan Maturity Date, Borrower shall make monthly payments of interest,
in arrears, on the principal amount of such Term Loan Advance at the rate set forth in Section 2.5(a)(ii).


 


(c) Repayment.
Commencing on June 3, 2019 and continuing on each Payment Date thereafter until and on the Term Loan Maturity Date, Borrower
shall repay the Term Loan Advances in thirty-six(36) equal monthly installments of principal. All outstanding principal and
accrued and unpaid interest under the Term Loan Advances, and all other outstanding Obligations with respect to the Term Loan
Advances, are due and payable in full on the Term Loan Maturity Date.


 




    	 	 	 



     


    




 


(d) Permitted
Prepayment. Borrower shall have the option to prepay all, but not less than all, of the Term Loan Advances, provided
Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan Advances at least ten (10) days prior to
such prepayment, and (ii) pays, on the date of such prepayment (A) the outstanding principal plus accrued and unpaid interest
with respect to the Term Loan Advances, (B) the Term Loan Prepayment Fee, (C) the Term Loan Final Payment and (D) all other
sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including interest at the
Default Rate with respect to any past due amounts.


 


(e)
Mandatory Prepayment Upon an Acceleration. If the Term Loan Advances are accelerated by Bank following the occurrence
and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all
outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (ii) the Term Loan Prepayment Fee,
(iii) the Term Loan Final Payment and (iv) all other sums, if any, that shall have become due and payable with respect to the Term
Loan Advances, including interest at the Default Rate with respect to any past due amounts.


 


(f)
Mandatory Prepayment Based Upon Availability Amount. If, at any time when no Advance is outstanding, the Availability
Amount is less than Zero Dollars ($0.00), Borrower shall immediately pay to Bank an amount equal to the sum of (i) all or such
portion of the outstanding principal amount of the Term Loan Advances as is necessary so that, immediately after giving effect
to such prepayment, the Availability Amount is equal to Zero Dollars ($0.00), and (ii) accrued and unpaid interest with respect
to such principal amount of the Term Loan Advances prepaid under clause (i). For the sake of clarity, the Term Loan Prepayment
Fee and the Term Loan Final Payment shall not apply to a prepayment with respect to the Term Loan Advances made solely under this
Section 2.3(f). Any payments of principal with respect to the Term Loan Advances made under this Section 2.3(f) will be applied
to the principal balance of the Term Loan Advances in the inverse order of maturity.


 


2.4 Overadvances.
If, at any time, the sum of (a) the outstanding principal amount of any Advances, plus (b) the outstanding principal balance
of all Term Loan Advances, exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay
to Bank in cash the amount of such excess (such excess, the “Overadvance”). Any payments made by Borrower pursuant
to the immediately preceding sentence shall be first applied to outstanding principal amount of any Advances, with any remaining
amount (if such additional amount is necessary to cure a continuing Overadvance after the principal amount of Advances has been
paid in full) applied to the outstanding principal balance of all Term Loan Advances. Without limiting Borrower’s obligation
to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at
a per annum rate equal to the rate that is otherwise applicable to Advances plus two percent (2.0%).


 


2.5 Payment of Interest
on the Credit Extensions.


 


(a) Interest Rate.








 


(i)
Advances. Subject to Section 2.5(b), the principal amount outstanding under the Revolving Line shall accrue interest
at a floating per annum rate equal to one-half of one percent (0.50%) above the Prime Rate, which interest shall be payable monthly
in arrears in accordance with Section 2.5(d) below.


 


(ii)
Term Loan Advances. Subject to Section 2.5(b), the principal amount outstanding under the Term Loan Advances shall
accrue interest at a floating per annum rate equal to the greater of (A) the Prime Rate and (B) five percent (5.0%), which interest
shall be payable monthly in arrears in accordance with Section 2.5(d) below.


 




    	2



     


    




 


(b)
Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall
bear interest at a rate per annum which is two percent (2.0%) above the rate that is otherwise applicable thereto (the “Default
Rate”). Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without
limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable
to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.5(b) is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies
of Bank.


 


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


 


(d)
Payment; Interest Computation. Interest is payable monthly on the Payment Date of each month and shall be computed
on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 2:00
p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of
the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any
Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit
Extension.


 


2.6
Fees. Borrower shall pay to Bank:


 


(a)
Commitment Fee. A fully earned, non-refundable commitment fee of Ten Thousand Dollars ($10,000.00), on the Effective
Date;


 


(b) Anniversary
Fee. For each one (1) year anniversary of the Effective Date occurring prior
to the Revolving Line Maturity Date, Borrower shall pay to Bank a fully earned, non-refundable anniversary fee of Ten
Thousand Dollars ($10,000.00) (each, an “Anniversary Fee” and, collectively, the “Anniversary
Fees”). Each Anniversary Fee shall be fully earned on the Effective Date and shall be due and payable on the
earliest to occur of (i) such one (1) year anniversary of the Effective Date, (ii) the occurrence of an Event of Default, and
(iii) the termination of this Agreement;


 


(c)
Termination Fee. Upon termination of this Agreement or the termination of the Revolving Line for any reason prior
to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount
equal to (i) if the termination occurs on or prior to the first (1st) anniversary of the Effective Date, three percent
(3.0%) of the Revolving Line, (ii) if the termination occurs after the first (1st)
anniversary of the Effective Date but on or prior to the second (2nd)
anniversary of the Effective Date, two percent (2.0%) of the Revolving Line and (iii) if the termination occurs after the second
(2nd) anniversary of the Effective Date, one percent (1.0%) of the Revolving Line (the “Termination
Fee”). Notwithstanding the foregoing, no termination fee shall be charged if the credit facility hereunder is replaced
with a new facility from Bank;


 


(d)
Unused Revolving Line Facility Fee. Payable monthly in arrears on the last day of each calendar month occurring thereafter
prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line
Facility Fee”) in an amount equal to thirty five-hundredths of one percent (0.35%) per annum of the average unused portion
of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth in
Section 2.5(d). The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year
basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance
of the Revolving Line outstanding plus the outstanding principal balance of all Term Loan Advances, in each case tested as of the
last day of the applicable calendar month;


 


(e)
Term Loan Prepayment Fee. The Term Loan Prepayment Fee, when due hereunder;


 


(f)
Term Loan Final Payment. The Term Loan Final Payment, when due hereunder;


 


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


 




    	3



     


    




 


Unless otherwise
provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment
of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination
of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of
this Section 2.6 pursuant to the terms of Section 2.7(c). Bank shall provide Borrower written notice of deductions made from the
Designated Deposit Account pursuant to the terms of the clauses of this Section 2.6.


 


2.7
Payments; Application of Payments; Debit of Accounts.


 


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


 


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


 


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


 


2.8 Withholding.
Payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and
all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at
any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding
or deduction from any such payment or other sum payable hereunder to Bank, Borrower hereby covenants and agrees that the amount
due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure
that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which it would have
received had no withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant
Governmental Authority. Borrower will, upon request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower
has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity
of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is
bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.8 shall survive
the termination of this Agreement.


 


3
CONDITIONS OF LOANS


 


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


 


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


 


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


 




    	4



     


    

 


(c)
a secretary’s corporate borrowing certificate of each of IDG and IDC with respect to such Borrower’s Operating
Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other
Loan Documents to which it is a party;


 


(d)
a limited liability company borrowing certificate of IDLLC with respect to such Borrower’s Operating Documents, incumbency,
specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which
it is a party;


 


(e)
duly executed original signatures to the completed Borrowing Resolutions for each


Borrower;


 


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


 


(g)
the Perfection Certificate of each Borrower, together with the duly executed original signatures thereto;


 


(h)
the completion of the Initial Audit;


 


(i)
with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including
any other information reasonably requested by Bank with respect to Borrower’s Accounts); and


 


(j)
payment of the fees and Bank Expenses then due as specified in Section 2.6 hereof.


 


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


 


(a)
timely receipt of (i) with respect to requests for Advances, the Credit Extension request and any materials and documents
required by Section 3.4 and (ii) with respect to requests for Term Loan Advances, an executed Payment/Advance Form and any materials
and documents required by Section 3.4;


 


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


 


(c)
Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management,
results of operation, financial condition or the prospect of repayment of the Obligations, nor any material adverse deviation by
Borrower from the most recent business plan of Borrower presented to and accepted by Bank.


 


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


 




    	5



     


    

 


3.4 Procedures for
Borrowing.


 


(a)
Advances. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth
in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which
notice shall be irrevocable) by electronic mail by 12:00 p.m. Eastern time on the Funding Date of the Advance. Such notice shall
be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online
banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer. Bank
shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and
request Advances. In connection with any such notification, Borrower must promptly deliver to Bank by electronic mail or through
Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals,
accounts receivable aging reports, as Bank may request in its reasonable discretion. Bank shall credit proceeds of an Advance to
the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or
without instructions if the Advances are necessary to meet Obligations which have become due.


 


(b)
Term Loan Advances. Subject to the prior satisfaction of all other applicable conditions to the making of a Term
Loan Advance set forth in this Agreement, to obtain a Term Loan Advance, Borrower (via an individual duly authorized by an Administrator)
shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Eastern time on the Funding Date of the
Term Loan Advance. Such notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower
is not utilizing Bank’s online banking program, then such notice shall be in a written format acceptable to Bank that is
executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized
Signer may provide such notices and request Term Loan Advances. In connection with such notification, Borrower must promptly deliver
to Bank by electronic mail or through Bank’s online banking program a completed Payment/Advance Form executed by an Authorized
Signer together with such other reports and information, as Bank may request in its reasonable discretion. Bank shall credit proceeds
of any Term Loan Advance to the Designated Deposit Account. Bank may make Term Loan Advances under this Agreement based on instructions
from an Authorized Signer or without instructions if the Term Loan Advances are necessary to meet Obligations which have become
due.


 


4 CREATION
OF SECURITY INTEREST


 


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


 


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


 


If this Agreement
is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations)
are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at
such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower,
release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than
inchoate indemnity obligations), except for obligations for Bank Services, are satisfied in full, and (y) this Agreement is terminated,
Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good
faith business judgment for obligations for Bank Services, if any. In the event such Bank Services consist of outstanding Letters
of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in
Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency,
then at least one hundred ten percent (110.0%), of the Dollar Equivalent, in each case of the face amount of all such Letters of
Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith
business judgment), to secure all of the Obligations relating to such Letters of Credit.


 




    	6



     


    

 


 


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


 


4.3 Authorization
to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition
of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such financing
statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an
equal or lesser scope, or with greater detail, all in Bank’s discretion.


 


5 REPRESENTATIONS
AND WARRANTIES


 


Borrower represents and warrants
as follows:


 


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


 


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


 




    	7



     


    




 


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


 


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


 


All Inventory
is in all material respects of good and marketable quality, free from material defects.


 


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


 


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


 


5.3
Accounts Receivable.


 


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


 


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


 


5.4 Litigation.
Except as disclosed on the Perfection Certificate, there are no actions or proceedings pending or, to the knowledge of any
Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually
or in the aggregate, One Hundred Thousand Dollars ($100,000.00).


 


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


 




    	8



     


    

 


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


 


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


 


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


 


5.9 Tax Returns
and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower has timely
paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent
such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as
such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor,
or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Five Thousand Dollars
($5,000.00).


 


To the extent
Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material
development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying
such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower
is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes
becoming due and payable by Borrower in excess of Five Thousand Dollars ($5,000.00). Borrower has paid all amounts necessary to
fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn
from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event
with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability
to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 


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


 


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


 


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


 




    	9



     


    




 


6 AFFIRMATIVE
COVENANTS


 


Borrower shall do all of the following:


 


6.1
Government Compliance.


 


(a)
Maintain its and each Secured Guarantor’s legal existence and good standing in their respective jurisdictions of formation
and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Secured Guarantor comply with all
laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material
adverse effect on Borrower’s business.


 


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


 


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


 


(a)
within thirty-five (35) days after the end of each month, a Borrowing Base Report (and any schedules related thereto and
including any other information reasonably requested by Bank with respect to Borrower’s Accounts);


 


(b)
within thirty-five (35) days after the end of each month, (i) monthly accounts receivable agings, aged by invoice date,
(ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly
reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger;


 


(c)
within thirty-five (35) days after the end of each month, a management report in a form reasonably acceptable to Bank (which
report shall, at a minimum, including details of Borrower’s revenue, net profit and loss and cash balances);


 


(d)
within thirty-five (35) days after the end of each month, a collections report in a form reasonably acceptable to Bank;


 


(e)
as soon as available, but no later than forty-five (45) days after the last day of each calendar quarter (other than the
fourth (4th) calendar quarter of each year), a company prepared consolidated balance
sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer
and in a form reasonably acceptable to Bank;


 


(f)
within thirty-five (35) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible
Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this
Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such
other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there
were no held checks;


 


(g)
as soon as available, but no later than thirty-five (35) days after the end of each fiscal year of Borrower, and contemporaneously
with any updates or amendments thereto, (i) annual operating budgets (including income statements, balance sheets and cash flow
statements, by month), and (ii) annual financial projections (on a quarterly basis), in each case as approved by the Board, together
with any related business forecasts used in the preparation of such annual financial projections;


 




    	10



     


    

 


(h)
as soon as available, and in any event within ninety (90) days following the end of Borrower’s fiscal year, audited
consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial
statements from an independent certified public accounting firm reasonably acceptable to Bank;


 


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


 


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


 


(k) prompt
written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower
understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s
regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers;


 


(l)
prompt report of any legal actions pending or threatened in writing against Borrower or any Secured Guarantor that could
reasonably be expected to result in damages or costs to Borrower or any Secured Guarantor of, individually or in the aggregate,
One Hundred Thousand Dollars ($100,000.00) or more; and


 


(m) promptly,
from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested
by Bank.


 


6.3
Accounts Receivable.


 


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


 


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


 




    	11



     


    

 





(c)
Collection of Accounts. Borrower shall direct Account Debtors to deliver or transmit all proceeds of Accounts into
a lockbox account, or such other “blocked account” as specified by Bank (either such account, including the Check
Collections Lockbox, the “Cash Collateral Account”). Notwithstanding the foregoing, with respect to payments
on the Accounts made by check, at all times prior to the date that is one hundred twenty (120) days from the Effective Date, such
payments may be collected in any account of Borrower maintained with Bank (provided that any such payments shall be immediately
transferred to the Cash Collateral Account). On the date that is one hundred twenty (120) days from the Effective Date
and at all times thereafter, Borrower must maintain a lockbox account with Bank for purposes of collecting payments by check (the
“Check Collections Lockbox”) and must direct all of its Account Debtors making payments by check to remit such
payments to the Check Collections Lockbox. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately
deliver all payments on and proceeds of Accounts to the Cash Collateral Account. Subject to Bank’s right to maintain a reserve
pursuant to Section 6.3(d), all amounts received in the Cash Collateral Account shall be (i) when a Streamline Period is not in
effect, applied to immediately reduce the Obligations under the Revolving Line (unless Bank, in its sole discretion, at times
when an Event of Default exists, elects not to so apply such amounts), or (ii) when a Streamline Period is in effect, transferred
on a daily basis to Borrower’s operating account with Bank. Borrower hereby authorizes Bank to transfer to the Cash Collateral
Account any amounts that Bank reasonably determines are proceeds of the Accounts (provided that Bank is under no obligation to
do so and this allowance shall in no event relieve Borrower of its obligations hereunder).


 


(d)
Reserves. Notwithstanding any terms in this Agreement to the contrary, at times when an Event of Default exists,
Bank may hold any proceeds of the Accounts and any amounts in the Cash Collateral Account that are not applied to the Obligations
pursuant to Section 6.3(c) above (including amounts otherwise required to be transferred to Borrower’s operating account
with Bank when a Streamline Period is in effect) as a reserve to be applied to any Obligations regardless of whether such Obligations
are then due and payable.


 


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


 


(f)
Verifications; Confirmations; Credit Quality; Notifications. Bank may, from time to time, (i) verify and confirm
directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name
of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such
Account and/or (ii) conduct a credit check of any Account Debtor to approve any such Account Debtor’s credit.


 


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


 


6.4 Remittance
of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of
any Collateral to Bank in the original form in which received by Borrower not later than five (5) Business Days after receipt by
Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 6.3(c) hereof, and
(b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided
that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the
sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate
purchase price of Twenty Five Thousand Dollars ($25,000.00) or less (for all such transactions in any fiscal year). Borrower agrees
that it will hold such proceeds in the Cash Collateral Account and in an express trust for Bank. Nothing in this Section 6.4 limits
the restrictions on disposition of Collateral set forth elsewhere in this Agreement.


 




    	12



     


    

 





6.5 Taxes;
Pensions. Timely file, and require each Secured Guarantor to timely file, all required tax returns and reports and timely
pay, and require each Secured Guarantor to timely pay, all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower and each Secured Guarantor, except for deferred payment of any taxes contested pursuant to the
terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and
pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with
their terms.


 


6.6 Access to
Collateral; Books and Records. At reasonable times, on three (3) Business Days’ notice (provided no notice is
required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right, during normal
business hours, to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections
and audits shall be conducted no more often than twice every twelve (12) months unless an Event of Default has occurred and
is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The
foregoing inspections and audits shall be conducted at Borrower’s expense, and the charge therefor shall be One
Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank’s then-current standard
charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than
eight (8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than eight (8) days written
notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand
Dollars ($2,000.00) plus any documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs
and expenses of the cancellation or rescheduling.


 


6.7
Insurance.


 


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


 


(b)
Ensure that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations.
Notwithstanding the foregoing, (i) so long as no Event of Default has occurred and is continuing, Borrower shall have the option
of applying the proceeds of any casualty policy up to One Hundred Thousand Dollars ($100,000.00) in the aggregate for all losses
under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any
such replaced or repaired property (A) shall be of equal or like value as the replaced or repaired Collateral and (B) shall be
deemed Collateral in which Bank has been granted a first priority security interest, and (ii) after the occurrence and during the
continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to
Bank on account of the Obligations.


 


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


 


6.8
Accounts.


 


(a)
Maintain its and all of its Subsidiaries’ operating and other deposit accounts, the Cash Collateral Account and securities/investment
accounts with Bank and Bank’s Affiliates. In addition to the foregoing, Borrower shall conduct all of its cash management
and letters of credit banking with Bank and Bank’s Affiliates. Any Guarantor shall maintain all depository, operating and
securities/investment accounts with Bank and Bank’s Affiliates.


 




    	13



     


    

 


(b)
In addition to and without limiting the restrictions in (a), Borrower shall provide Bank five (5) days prior written notice
before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates.
For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution
(other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate
instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the
terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the
previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and
benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.


 


6.9 Financial
Covenant - Adjusted Quick Ratio. Maintain at all times, to be tested as of the last day of each month, an Adjusted Quick Ratio
of at least 1.15 to 1.0.


 


6.10
Protection of Intellectual Property Rights.


 


(a) (i)
Protect, defend and maintain the validity and enforceability of the Intellectual Property that is material to
Borrower’s business; (ii) promptly advise Bank in writing of material infringements or any other event that could
reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any
Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without
Bank’s written consent unless the Board, in its good faith business judgment, determines it is in Borrower’s best
interests to do so.


 


(b)
Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than
over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests
to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed
“Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law
or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability
in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies
under this Agreement and the other Loan Documents.


 


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


 


6.12
Online Banking.


 


(a)
Utilize Bank’s online banking platform for all matters requested by Bank which shall include, without limitation (and
without request by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting
approval for exceptions, requesting Credit Extensions, and uploading financial statements and other reports required to be delivered
by this Agreement (including, without limitation, those described in Section 6.2 of this Agreement).


 


(b)
Comply with the terms of Bank’s Online Banking Agreement as in effect from time to time and ensure that all persons
utilizing Bank’s online banking platform on behalf of Borrower are duly authorized to do so by an Administrator. Bank shall
be entitled to assume the authenticity, accuracy and completeness on any information, instruction or request for a Credit Extension
submitted via Bank’s online banking platform and to further assume that any submissions or requests made via Bank’s
online banking platform have been duly authorized by an Administrator.


 




    	14



     


    




 


6.13 Formation or
Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof,
at the time that Borrower or any Guarantor forms any direct or indirect
Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall, within
sixty (60) days of Bank’s request, (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to
become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder (as determined by Bank in its sole discretion),
together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank
(including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such
newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements,
pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to
Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more
opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of
the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this
Section 6.13 shall be a Loan Document.


 


6.14
Post-Closing Requirements. Deliver to Bank, each in form and substance satisfactory to Bank, within forty-five (45) days of
the Effective Date: (a) a certificate of good standing/foreign qualification for IDC from the Commonwealth of Massachusetts that
is certified as of a date that is no more than thirty (30) days prior to the date on which it is delivered; (b) a landlord’s
consent in favor of Bank for each of (i) 300 Interpace Parkway, Parsippany, New Jersey, (ii) 2515 Liberty Avenue, Pittsburgh,
Pennsylvania and (iii) 2 Church Street, New Haven, Connecticut, by the respective landlord thereof, together with the duly executed
signatures thereto; and (c) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7
hereof are in full force and effect, together with appropriate evidence showing lender loss payee and/or additional insured clauses
or endorsements in favor of Bank.


 


6.15
Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue
Bank’s Lien in the Collateral or to effect the purposes of this Agreement.


 


7
NEGATIVE COVENANTS


 


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


 


7.1
Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or
permit any Secured Guarantor to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory
in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) of Equipment that is, in the reasonable
judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of
Borrower; (d) of Equipment simultaneously with the replacement of such Equipment with other Equipment that (i) is of equal or
like value as the replaced Equipment and (ii) is Collateral in which Bank has been granted a first priority security
interest; (e) consisting of Permitted Liens and Permitted Investments; (f) consisting of non-exclusive licenses for the use
of the property of Borrower or its Subsidiaries in the ordinary course of business; (g) consisting of Borrower’s use or
transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan
Documents; (h) consisting of the abandonment, forfeiture or dedication to the public of Intellectual Property to the extent
permitted pursuant to Section 6.10 (iii); (i) consisting of the forgiveness of debt owed by a Borrower or a Secured
Guarantor to any other Borrower or Secured Guarantor; (j) of property between any Borrower and any Secured Guarantor;
and (k) of other assets with an aggregate value not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) per fiscal
year.


 


7.2
Changes in Business, Management, Control, or Business Locations. (a) Engage in or permit any Secured Guarantor to engage in
any business other than the businesses currently engaged in by Borrower and such Secured Guarantor, as applicable, or reasonably
related, incidental or ancillary thereto or a natural extension thereof; (b) liquidate or dissolve; (c) fail to provide notice
to Bank of any Key Person departing from or ceasing to be employed by Borrower within fifteen (15) days after such Key Person’s
departure from Borrower; or (d) permit or suffer any Change in Control.


 




    	15



     


    

 


Borrower
shall not, without at least ten (10) days prior written notice to Bank: (1) change its jurisdiction of organization, (2) change
its organizational structure or type, (3) change its legal name, or (4) change any organizational number (if any) assigned by
its jurisdiction of organization. Borrower shall provide written notice to Bank within five (5) Business Days after adding any
new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred
Thousand Dollars ($100,000.00) in Borrower’s assets or property) or delivering any portion of the Collateral valued, individually
or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000.00) to a bailee at a location other than to a bailee
and at a location already disclosed in the Perfection Certificate. If Borrower intends to add any new offices or business locations,
including warehouses, containing in excess of One Hundred Thousand Dollars ($100,000.00) of Borrower’s assets or property,
then Borrower will first cause the landlord of any such new offices or business locations, including warehouses, to execute and
deliver a landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of
the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000.00) to a bailee,
and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which
Borrower intends to deliver the Collateral, then Borrower will first cause such bailee to execute and deliver a bailee agreement
in form and substance reasonably satisfactory to Bank.


 


7.3
Mergers or Acquisitions. Merge or consolidate, or permit any Secured Guarantor to merge or consolidate, with any other Person,
or acquire, or permit any Secured Guarantor to acquire, all or substantially all of the capital stock, membership interests or
property of another Person (including, without limitation, by the formation of any Foreign Subsidiary) except for Permitted Acquisitions.
A Borrower may merge or consolidate into another Borrower, a Secured Guarantor may merge or consolidate into a Borrower or another
Secured Guarantor and a Subsidiary that is not a Borrower or Secured Guarantor may merge or consolidate into another Subsidiary
or into a Borrower or a Secured Guarantor.


 


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


 


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


 


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


 


7.7
Distributions; Investments. (a) Pay any dividends or make any distribution or payment on or redeem, retire or purchase any
capital stock, provided that (i) Borrower may pay dividends solely in common stock,


(ii)
Borrower may make purchases of capital stock in connection with the exercise of stock options or stock appreciation by way of
a cashless exercise, (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements
so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any
such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000.00)
per fiscal year and (iv) Subsidiaries of Borrower may pay dividends or make any distribution or payment to Borrower and any Borrower
or Secured Guarantor may pay dividends or make any distribution or payment to any other Borrower or Secured Guarantor; or (b)
directly or indirectly make any Investment (including, without limitation, by the formation of any Foreign Subsidiary) other than
Permitted Investments, or permit any Secured Guarantor to do so.


 


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


 




    	16



     


    

 


7.9
Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor,
or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to
any Subordinated Debt which would provide for earlier or greater principal, interest, or other payments thereon (unless otherwise
expressly permitted pursuant to the terms of the subordination agreement or intercreditor agreement between Bank and the relevant
creditor), or adversely affect the subordination thereof to Obligations owed to Bank. For clarity, nothing in this covenant shall
prohibit the incurrence or increase in the principal amount of any Subordinated Debt.


 


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


 


8
EVENTS OF DEFAULT


 


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


 


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


 


8.2
Covenant Default.


 


(a)
Borrower fails or neglects to perform any obligation in Sections 6.2, 6.3(c), 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.12, 6.13 or 6.14
or violates any covenant in Section 7; or


 


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


 


8.3
Material Adverse Change. A Material Adverse Change occurs;


 


8.4
Attachment; Levy; Restraint on Business.


 


(a)
(i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the
control of Borrower (including a Subsidiary) in excess of Fifty Thousand Dollars ($50,000.00), or (ii) a notice of lien or levy
is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof
are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of
a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or


 




    	17



     


    

 

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


 


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


 


8.6 Other
Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (a)
any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000.00); or (b) any breach or default
by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s
business;


 


8.7 Judgments;
Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually
or in the aggregate, of at least One Hundred Thousand Dollars ($100,000.00) (not covered by independent third-party insurance as
to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority,
and the same are not, within thirty (30) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid,
or after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any
such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such
fine, penalty, judgment, order or decree);


 


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


 


8.9 Subordinated
Debt. Any subordination agreement, intercreditor agreement or other document, instrument, or agreement evidencing the subordination
of any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any
Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further
liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated
by this Agreement or any applicable subordination or intercreditor agreement; or


 


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


 




    	18



     


    




 


9 BANK’S
RIGHTS AND REMEDIES


 


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


 


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


 


(b)
stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other Loan Document;


 


(c)
demand that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105.0%) of
the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one
hundred ten percent (110.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign
Currency remaining undrawn (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as
estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as
collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit
and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term
of any Letters of Credit;


 


(d)
terminate any FX Contracts;


 


(e)
verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle
or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable,
and notify any Person owing Borrower money of Bank’s security interest in such funds. Borrower shall collect all payments
in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor,
with proper endorsements for deposit;


 


(f)
make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest
in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter
premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest,
or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants
Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;


 


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


 


(h)
ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral.
Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents,
Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in
connection with Bank’s exercise of its rights under this Section 9.1, Borrower’s rights under all licenses and all
franchise agreements inure to Bank’s benefit;


 


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


 


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


 


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


 




    	19



     


    

 





9.2 Power of Attorney.
Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following the occurrence of an
Event of Default, to: (a) endorse Borrower’s name on any checks, payment instruments, or other forms of payment or security;
(b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) demand,
collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts
directly with Account Debtors, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral
(including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses);
(d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge,
encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action
to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits.
Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect
or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred
until all Obligations have been satisfied in full and the Loan Documents have been terminated. Bank’s foregoing appointment
as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until
all Obligations have been fully repaid and performed and the Loan Documents have been terminated.


 


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


 


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


 


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


 


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


 


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


 




    	20



     


    




 


9.8 Borrower
Liability. Each Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints each
other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder.
Each Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of
which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit
Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and
(b) any right to require Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any
security; or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower
or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any
Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower
irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating
Borrower to the rights of Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement
from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for
any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights
that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by
Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for
indemnification, reimbursement or any other arrangement prohibited under this Section 9.8 shall be null and void. If any
payment is made to a Borrower in contravention of this Section 9.8, such Borrower shall hold such payment in trust for Bank
and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.


 


10 NOTICES


 


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


 








	 	If
    to Borrower:	Interpace
    Diagnostics Group, Inc. 
	 	 	Interpace
    Diagnostics Corporation 
	 	 	Interpace
    Diagnostics, LLC
	 	 	Morris
                                         Corporate Center I, Building C

        300
        Interpace Parkway

	 	 	Parsippany,
                                         New Jersey 07054

        Attn:
        Jack Stover

	 	 	Fax:
    (973) 265-0191
	 	 	Email:
    jstover@interpacedx.com
	 	 	 
	 	with
    a copy to:	Pepper
    Hamilton LLP
	 	 	The
                                         New York Times Building, 37th Floor

        620
        Eighth Avenue

	 	 	New
    York, NY 10018-1405
	 	 	Attn:
                                         Merrill M. Kraines, Esquire

        Fax:
        (212) 286-9806

	 	 	Email:
    krainesm@pepperlaw.com
	 	 	 
	 	If
    to Bank:	Silicon
    Valley Bank
	 	 	275
    Grove Street, Suite 2-200
	 	 	Newton,
                                         Massachusetts 02466

        Attn:
        Mr. Michael McMahon

        Fax:
        (617) 527-0177

	 	 	Email:
    MMcMahon@svb.com


 




    	21



     


    

 


	 	with
    a copy to:	Riemer
    & Braunstein LLP 
	 	 	One
    Center Plaza
	 	 	Boston,
    Massachusetts 02108 Attn: David A. Ephraim, 
	 	 	Esquire
    Fax: (617) 880-3456
	 	 	Email:
    DEphraim@riemerlaw.com


 


11 CHOICE
OF LAW, VENUE AND JURY TRIAL WAIVER


 


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


 


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


 


This Section 11 shall survive the
termination of this Agreement.


 


12
GENERAL PROVISIONS


 


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


 


12.2 Successors
and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may
not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted
or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign,
negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under
this Agreement and the other Loan Documents.


 




    	22



     


    




 


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


 


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


 


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


 


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


 


12.6 Correction
of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement
of the parties so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days
to object to such correction. In the event of such objection, such correction shall not be made except by an amendment signed by
both Bank and Borrower.


 


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


 


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


 


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


 


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


 




    	23



     


    




 


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


 


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


 


12.12
Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


12.13
Construction of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation
and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties
caused the uncertainty to exist.


 


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


 


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


 


13
DEFINITIONS


 


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


 


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


 


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


 


“Adjusted
Quick Ratio” is the ratio of (a) Quick Assets to (b) (i) Current Liabilities, minus (ii) the current portion of Deferred
Revenue, minus (iii) to the extent the same are included in Current Liabilities, (A) the amount of any liabilities from discontinued
operations as reported in Borrower’s financial statements filed with the SEC, (B) the amount of any sales and use tax liability,
(C) the amount of any unclaimed property as reported in Borrower’s financial statements filed with the SEC and (D) the amount
of any contingent consideration as reported in Borrower’s financial statements filed with the SEC.


 




    	24



     


    

 


“Administrator”
is an individual that is named:


 


(a)
as an “Administrator” in the “SVB Online Services” form completed by Borrower with the authority
to determine who will be authorized to use SVB Online Services (as defined in Bank’s Online Banking Agreement as in effect
from time to time) on behalf of Borrower; and


 


(b)
as an Authorized Signer of Borrower in an approval by the Board.


 


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


Line.


 


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


 


“Agreement” is
defined in the preamble hereof.


 


“Anniversary Fee”
and “Anniversary Fees” are each defined in Section 2.6(b).


 


“Authorized
Signer” is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents,
including making (and executing if applicable) any Credit Extension request, on behalf of Borrower.


 


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


 


“Bank” is defined
in the preamble hereof.


 


“Bank Entities” is
defined in Section 12.9.


 


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


 


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


 


“Bank Services Agreement”
is defined in the definition of Bank Services.


 


“Board” is Borrower’s
board of directors (or the limited liability company equivalent thereof).


 


“Borrower” is
defined in the preamble hereof.


 


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


 




    	25



     


    




 


“Borrowing
Base” is eighty percent (80.0%) of Net Collectable Value, as determined by Bank from Borrower’s most recent Borrowing
Base Report (and as may subsequently be updated by Bank based upon information received by Bank including, without limitation,
Accounts that are paid and/or billed following the date of the Borrowing Base Report); provided, however, that Bank has the right
to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of events, conditions, contingencies,
or risks which may adversely affect the Collateral or its value.


 


“Borrowing
Base Report” is that certain report of the value of certain Collateral in the form specified by Bank to Borrower from
time to time.


 


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


 


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


 


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


 


“Cash Equivalents”
means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State
thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no
more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings
Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1)
year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents
of the kinds described in clauses (a) through (c) of this definition.


 


“Change
in Control” means (a) at any time, any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become,
the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of
twenty-five percent (25.0%) or more of the ordinary voting power for the election of directors of Borrower (determined on a fully
diluted basis) other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private
equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business
Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction; (b) during
any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing
body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body; or (c) at any time, Borrower shall cease to own and control, of record and beneficially, directly
or indirectly, one hundred percent (100.0%) of each class of outstanding capital stock of each Subsidiary of Borrower free and
clear of all Liens (except Permitted Liens) except for Subsidiaries acquired as part of or resulting from joint ventures permitted
pursuant to subsection (j) of the definition of Permitted Investments.


 


“Check Collections Lockbox”
is defined in Section 6.3(c).


 




    	26



     


    

 



















“Claims”
is defined in Section 12.3.


 


“Code”
is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the Commonwealth of Massachusetts;
provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined
differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection,
or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in
effect in a jurisdiction other than the Commonwealth of Massachusetts, the term “Code” shall mean the Uniform Commercial
Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment,
perfection, priority, or remedies and for purposes of definitions relating to such provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Credit
Extension” is any Advance, any Term Loan Advance, any Overadvance, or any other extension of credit by Bank for Borrower’s
benefit.


 


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


 


“Current
Liabilities” are (a) all obligations and liabilities of Borrower to Bank (other than any Obligations related to Term
Loan Advances), plus (b) without duplication of (a), the aggregate amount of Borrower’s Total Liabilities that mature within
one (1) year (other than any Obligations related to Term Loan Advances).


 


“Default
Rate” is defined in Section 2.5(b).


 









    	27



     


    




 









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


 


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


 


“Designated
Deposit Account” is the account number ending 153 (last three digits) maintained by Borrower with Bank (provided, however,
if no such account number is included, then the Designated Deposit Account shall be any deposit account of Borrower maintained
with Bank as chosen by Bank).


 


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


 


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


 


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


 


“Draw
Period” is the period of time commencing on the Effective Date through the earlier to occur of (a) March 31, 2019 and
(b) the occurrence of an Event of Default.


 


“Effective
Date” is defined in the preamble hereof.


 


“Eligible
Accounts” means Accounts owing to Borrower which arise in the ordinary course of Borrower’s business that meet
all Borrower’s representations and warranties in Section 5.3, that have been, at the option of Bank, confirmed in accordance
with Section 6.3(f) of this Agreement, and are due and owing from Eligible Account Payors deemed creditworthy by Bank in its good
faith business judgment. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth
below and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts
shall not include:


 


(a)
Accounts (i) for which the Eligible Account Payor is Borrower’s Affiliate, officer, employee, investor, or agent, or (ii)
that are intercompany Accounts;


 


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


 


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


 


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


 


(e)
Accounts owing from an Eligible Account Payor (i) which does not have its principal place of business in the United States or
(ii) whose billing address (as set forth in the applicable invoice for such Account) is not in the United States, unless in the
case of both (i) and (ii) such Accounts are otherwise approved by Bank in writing on a case by case basis in its sole discretion;


 


(f)
Accounts billed from and/or payable to Borrower outside of the United States (sometimes called foreign invoiced accounts);


 




    	28



     


    

 


(g)
Accounts in which Bank does not have a first priority, perfected security interest under all applicable laws;


 


(h)
Accounts billed and/or payable in a Currency other than Dollars;


 


(i)
Accounts owing from an Eligible Account Payor to the extent that Borrower is indebted or obligated in any manner to the Eligible
Account Payor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable,
customer deposits or credit accounts);


 


(j)
Accounts with or in respect of accruals for marketing allowances, incentive rebates, price protection, cooperative advertising
and other similar marketing credits, unless otherwise approved by Bank in writing;


 


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


 


(l)
Accounts with customer deposits and/or with respect to which Borrower has received an upfront payment, to the extent of such customer
deposit and/or upfront payment;


 


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


 


(n)
Accounts owing from an Eligible Account Payor where goods or services have not yet been rendered to the Eligible Account Payor
(sometimes called memo billings or pre-billings);


 


(o)
Accounts subject to contractual arrangements between Borrower and an Eligible Account Payor where payments shall be scheduled
or due according to completion or fulfillment requirements (sometimes called contracts accounts receivable, progress billings,
milestone billings, or fulfillment contracts);


 


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


 


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


 


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


 


(s)
Accounts for which the Eligible Account Payor has not been invoiced;


 


(t)
Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s
business;


 


(u)
Accounts for which Borrower has permitted Eligible Account Payor’s payment to extend beyond one hundred twenty (120) days
(including Accounts with a due date that is more than one hundred twenty (120) days from invoice date);


 


(v)
Accounts arising from chargebacks, debit memos or other payment deductions taken by an Eligible Account Payor;


 




    	29



     


    

 


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


 


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


 


(y)
Accounts owing from an Eligible Account Payor with respect to which Borrower has received Deferred Revenue (but only to the extent
of such Deferred Revenue);


 


(z)
Accounts owing from an Eligible Account Payor, whose total obligations to Borrower exceed twenty-five percent (25.0%) of all Accounts,
for the amounts that exceed that percentage, unless otherwise approved by Bank in writing on a case-by-case basis in its sole
discretion;


 


(aa)
Accounts owing from an individual; and


 


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


 


“Eligible
Account Payor” are Account Debtors or third party payors.


 


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


 


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


 


“Event
of Default” is defined in Section 8.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	30



     


    

 


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


 


“Guarantor”
is any Person providing a Guaranty in favor of Bank.


 


“Guaranty”
is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or
otherwise supplemented.


 


“IDC”
is defined in the preamble hereof.


 


“IDG” is defined in the preamble hereof.


 


“IDLLC” is
defined in the preamble hereof.


 


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


 


“Indemnified
Person” is defined in Section 12.3.


 


“Initial
Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with results
reasonably satisfactory to Bank in its sole and absolute discretion.


 


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


 


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


 


(a)
its Copyrights, Trademarks and Patents;


 


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


 


(c)
any and all source code;


 


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


 


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


 


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


 


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


 




    	31



     


    

 


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


 


“Key
Person” is Borrower’s Chief Executive Officer.


 


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


 


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


 


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


 


“Material
Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or
in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise)
of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.


 


“Net
Collectable Value” is the value of Borrower’s unpaid Eligible Accounts, minus bad debt allowances, contra allowances
and other standard ineligibles, as determined by Bank in its sole discretion.


 


“Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, fees, the Anniversary Fees, the Unused Revolving
Line Facility Fee, the Termination Fee, the Term Loan Prepayment Fee, the Term Loan Final Payment, Bank Expenses, and other amounts
Borrower owes Bank now or later, whether under this Agreement or the other Loan Documents, including, without limitation, all
obligations relating to Bank Services and interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations
of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents.


 


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




 


“Overadvance”
is defined in Section 2.4.


 


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


 


“Payment/Advance
Form” is that certain form in the form attached hereto as Exhibit C.


 


“Payment
Date” is (a) with respect to Term Loan Advances, the first (1st) Business Day of each month and (b)
with respect to Advances, the last Business Day of each month.


 


“Perfection
Certificate” is defined in Section 5.1.


 




    	32



     


    

 


“Permitted
Acquisition” means a transaction whereby Borrower acquires, or permits any Secured Guarantor to acquire, all or substantially
all of the capital stock or property of another Person, which satisfies each of the following conditions:


 


(a)
such transaction shall only involve assets located in the United States and the party or parties being acquired is in the same
or a substantially similar line of business as Borrower;


 


(b)
the acquisition costs (including the purchase price) expended by Borrower in the transaction are not paid with any Credit Extensions
made hereunder;


 


(c)
no Event of Default has occurred and is continuing or would exist after giving effect to the transaction and Bank has received
satisfactory evidence that Borrower is in compliance with all terms and conditions of this Agreement (and that it will be in compliance
after giving effect to the transaction);


 


(d)
the acquisition is approved by the board of directors (or equivalent control group) of all parties to the transaction;


 


(e)
the total aggregate cash consideration to be paid by Borrower and its Subsidiaries in connection therewith in all of the contemplated
transactions in any fiscal year does not exceed Two Million Dollars ($2,000,000.00) minus the amount of Investments made in such
fiscal year in connection with joint ventures and strategic alliances pursuant to subsection (j) of the definition of Permitted
Investments; provided, however, that Borrower may pay as consideration any proceeds from the sale of IDG’s equity securities
or any Subordinated Debt financing of IDG, in either case only to the extent such sale of equity securities or Subordinated Debt
financing is conducted specifically for the purpose of funding an acquisition and so long as the proceeds are received by IDG
no more than five (5) Business Days prior to the closing of the relevant acquisition;


 


(f)
Borrower provides Bank (i) written notice of the transaction at least thirty (30) days before the closing of the transaction,
and (ii) copies of the acquisition agreement and other material documents relative to the contemplated transaction and such other
financial information, financial analysis, documentation or other information relating to such transaction as Bank shall reasonably
request at least thirty (30) days before the closing of the transaction;


 


(g)
Borrower provides Bank, at least thirty (30) days before the closing of the contemplated transaction, written confirmation, supported
by reasonably detailed calculations, that on a pro forma basis (after giving effect to such transaction) Borrower is projected
to be in compliance with each of the financial covenants in Section 6.9 as of the closing date of such contemplated transaction;


 


(h)
Borrower is a surviving legal entity after completion of the contemplated transaction;


 


(i)
the contemplated transaction is consensual and non-hostile;


 


(j)
no Indebtedness will be incurred, assumed, or would exist with respect to Borrower or any Secured Guarantor as a result of the
contemplated transaction, other than Permitted Indebtedness, and no Liens will be incurred, assumed, or would exist with respect
to the assets of Borrower or any Secured Guarantor as a result of the contemplated transaction, other than Permitted Liens;


 


(k)
the acquisition and the company being acquired is accretive in all respects;


 


(l)
any Person whose capital stock is acquired or any Subsidiary that acquires assets in such contemplated transaction shall, within
thirty (30) days of the consummation of the transaction, become a co-borrower or guarantor (as determined by Bank in its
sole discretion) hereunder and shall grant a first priority Lien in all of its assets to Bank, all on documentation acceptable
to Bank in its sole discretion; and


 


(m)
Borrower shall have delivered to the Bank, at least five (5) Business Days prior to the date on which any such acquisition is
to be consummated (or such later date as is agreed by Bank in its sole discretion), a certificate of a Responsible Officer of
Borrower, in form and substance reasonably satisfactory to Bank, certifying that all of the requirements set forth in this definition
have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition.


 




    	33



     


    

 


“Permitted
Indebtedness” is:


 


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


 


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


 


(c)
Subordinated Debt;


 


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


 


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


 


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


 


(g)
Contingent Obligations of any Borrower or Secured Guarantor with respect to obligations of any other Borrower or Secured Guarantor
(provided that the primary obligations are not prohibited hereby) and Contingent Obligations of any Subsidiary with respect to
obligations of any Borrower, Secured Guarantor or any other Subsidiary (provided that the primary obligations are not prohibited
hereby);


 


(h)
Indebtedness of a Borrower or Secured Guarantor to any other Borrower or Secured Guarantor;


 


(i)
unsecured Indebtedness in respect of earn-out, deferred purchase price and other similar unsecured contingent obligations in connection
with Permitted Acquisitions so long as the aggregate amount of all such Indebtedness, when taken together with the aggregate consideration
paid or payable for such Permitted Acquisitions during the term of this Agreement, does not exceed the amount permitted in subsection
(e) of the definition of Permitted Acquisition;


 


(j)
unsecured Indebtedness consisting of obligations in connection with deferred compensation not exceeding Two Hundred Fifty Thousand
Dollars ($250,000.00) in the aggregate outstanding at any time;


 


(k)
other unsecured Indebtedness not otherwise permitted by Section 7.4 not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00)
in the aggregate outstanding at any time; and


 


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


 


“Permitted
Investments” are:


 


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


 


(b)
Investments consisting of Cash Equivalents;


 


(c)
Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who
are not Affiliates, in the ordinary course of business; provided that this paragraph (c) shall not apply to Investments of Borrower
in any Subsidiary;


 




    	34



     


    

 


(d)
Investments (i) by Borrower in Subsidiaries for the ordinary and necessary current operating expenses of such Subsidiaries not
to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year and (ii) by a Borrower or a Secured
Guarantor in any other Borrower or Secured Guarantor;


 


(e)
Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary
course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower
or any Secured Guarantor pursuant to employee stock purchase plans or agreements approved by the Board;


 


(f)
Investments consisting of Permitted Acquisitions;


 


(g)
Investments consisting of deposit accounts (but only to the extent that Borrower is permitted to maintain such accounts pursuant
to Section 6.8 of this Agreement) in which Bank has a first priority perfected security interest;


 


(h)
Investments accepted in connection with Transfers permitted by Section 7.1;


 


(i)
Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers
and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course
of business;


 


(i)
joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing
of technology, the development of technology or the providing of technical support, provided that any cash investments by Borrower
do not exceed in the aggregate in any fiscal year Two Million Dollars ($2,000,000.00) minus the amount of cash consideration paid
by Borrower in connection with any Permitted Acquisition in such fiscal year; provided, however, that Borrower may invest in such
joint ventures or strategic alliances any proceeds from the sale of IDG’s equity securities or any Subordinated Debt financing
of IDG, in either case only to the extent such sale of equity securities or Subordinated Debt financing is conducted specifically
for the purpose of funding such investment and so long as the proceeds are received by IDG no more than five (5) Business Days
prior to Borrower making such investment;


 


(k)
formation of any Domestic Subsidiary so long as no cash or other assets of Borrower is transferred in connection therewith; and


 


(1)
other Investments not otherwise permitted by Section 7.7 not exceeding Fifty Thousand Dollars ($50,000.00) in the aggregate outstanding
at any time.


 


“Permitted
Liens” are:


 


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


 


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


 


(c)
purchase money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of
the Equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate amount outstanding, or (ii)
existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;


 




    	35



     


    

 


(d)
Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand
Dollars ($100,000.00) and which are not delinquent or remain payable without penalty or which are being contested in good faith
and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject
thereto;


 


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


 


(f)
easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances
affecting real property not likely to have a material adverse effect on Borrower’s business;


 


(g)
Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections
8.4 and 8.7;


 


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


 


(i)
Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection
with the importation of goods;


 


(j)
deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (other
than for indebtedness or any Liens arising under ERISA);


 


(k)
Liens on any cash earnest money deposits made by Borrower in an aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00)
at any time in connection with any Permitted Acquisition or other acquisition of property not prohibited hereunder;


 


(l)
Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts
held at such institutions, provided that (i) Bank has a first priority perfected security interest in the amounts held in such
deposit and/or securities accounts (ii) such accounts are permitted to be maintained pursuant to Section 6.8 of this Agreement;
and


 


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


 


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


 


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


 




    	36



     


    

 


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


 


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


 


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


 


“Reserves”
means, as of any date of determination, such amounts as Bank may from time to time establish and revise in its good faith
business judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower
(a) to reflect events, conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do
or may adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including
without limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor,
or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority
thereof); or


(b)
to reflect Bank’s reasonable belief that any collateral report or financial information furnished by or on behalf of Borrower
or any Guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in respect of
any state of facts which Bank determines constitutes an Event of Default or may, with notice or passage of time or both, constitute
an Event of Default.


 


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


 


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


 


“Revolving
Line” is an aggregate principal amount equal to Four Million Dollars ($4,000,000.00).


 


“Revolving
Line Maturity Date” is the date that is three (3) years from the Effective Date.


 


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


 


“Secured
Guarantor” is any Guarantor with respect to which Bank has a first priority security interest (subject only to Permitted
Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement)
in all of such Guarantor’s personal property.


 


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


 


“Specified
Affiliate” is any Person (a) more than ten percent (10.0%) of whose aggregate issued and outstanding equity or ownership
securities or interests, voting, non-voting or both, are owned or held directly or indirectly, beneficially or of record, by Borrower,
and/or (b) whose equity or ownership securities or interests representing more than ten percent (10.0%) of such Person’s
total outstanding combined voting power are owned or held directly or indirectly, beneficially or of record, by Borrower.


 




    	37



     


    

 


“Streamline
Period” is on and after the Effective Date, provided no Event of Default has occurred and is continuing, the period
(a) commencing on the first day of the month following the day that Borrower provides to Bank a written report that Borrower has
at all times during the immediately preceding calendar month maintained an Adjusted Quick Ratio, as determined by Bank in its
reasonable discretion, of greater than 1.25 to 1.0 (the “Threshold Amount”); and (b) terminating on the earlier
to occur of (i) the occurrence of an Event of Default, or (ii) the first day thereafter in which Borrower fails to maintain the
Threshold Amount, as determined by Bank in its reasonable discretion. Upon the termination of a Streamline Period, Borrower must
maintain the Threshold Amount each consecutive day for two (2) consecutive months as determined by Bank in its reasonable discretion,
prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior written notice of Borrower’s election
to enter into any such Streamline Period, and each such Streamline Period shall commence on the first day of the monthly period
following the date Bank determines, in its reasonable discretion, that the Threshold Amount has been achieved.


 


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


 


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


 


“Term
Loan Advance” and “Term Loan Advances” are each defined in Section 2.3 of this Agreement.


 


“Term
Loan Final Payment” is, with respect to the Term Loan Advances, a payment (in addition to and not a substitution for
the regular monthly payments of principal plus accrued interest) in an amount equal to five percent (5.0%) of the original principal
amount of all Term Loan Advances made by Bank due on the earliest to occur of (a) the Term Loan Maturity Date, (b) the payment
in full of the Term Loan Advances, (c) as required pursuant to Section 2.3(d) or 2.3(e), or (d) the termination of this Agreement.


 


“Term
Loan Maturity Date” is May 2, 2022.


 


“Term
Loan Prepayment Fee” shall be an additional fee, payable to Bank, with respect to the Term Loan Advances, in an amount
equal to (a) on or prior to the first (1st) anniversary of the Effective Date, an additional fee payable to Bank in an
amount equal to three percent (3.0%) of the original principal amount of the Term Loan Advances, (b) after the first (1st)
anniversary of the Effective Date but on or prior to the second (2nd ) anniversary of the Effective Date, an additional fee
payable to Bank in an amount equal two percent (2.0%) of the original principal amount of the Term Loan Advances and (c) after
the second (2nd) anniversary of the Effective Date, an additional fee payable to Bank in an amount equal to one percent (1.0%)
of the original principal amount of the Term Loan Advances. Notwithstanding the foregoing, Bank agrees to waive the Term Loan
Prepayment Fee if the Term Loan Advances are prepaid in full in accordance with Section 2.3(d) in connection and simultaneously
with the refinancing of the Term Loan Advances by Bank in Bank’s sole and absolute discretion.


 


“Termination
Fee” is defined in Section 2.6(c).


 


“Total
Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated
balance sheet, including all Indebtedness. For purposes of this definition, any obligations of a Person under a lease (whether
existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as
of the date of this Agreement shall not be treated as a capital lease obligation solely as a result of the adoption of changes
in GAAP.


 


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


 


“Transfer”
is defined in Section 7.1.


 


“Unused
Revolving Line Facility Fee” is defined in Section 2.6(d).


 


[Signature
page follows.]


 




    	38



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the
Commonwealth of Massachusetts as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	INTERPACE
    DIAGNOSTICS GROUP, INC.
	 	 	 
	 	By	/s/ Jack
    E. Stover
	 	 	 
	 	Name:	Jack
    E. Stover
	 	 	 
	 	Title:	President
    & CEO
	 	 
	 	INTERPACE
    DIAGNOSTICS CORPORATION
	 	 	 
	 	By	/s/ Jack
    E. Stover
	 	 	 
	 	Name:	Jack
    E. Stover
	 	 	 
	 	Title:	President
    & CEO
	 	 
	 	INTERPACE
    DIAGNOSTICS LLC
	 	 	 
	 	By	/s/
    Jack E. Stover
	 	 	 
	 	Name:	Jack
    E. Stover
	 	 	 
	 	Title:	President
    & CEO
	 	 	 
	 	BANK:
	 	 
	 	SILICON
    VALLY BANK
	 	 	 
	 	By	/s/
    Michael McMuhan
	 	 	 
	 	Name:	Michael
    McMuhan
	 	 	 
	 	Title:	Director 


 


Signature
Page to Loan and Security Agreement


 




    	 	 	 



     


    




 


EXHIBIT
A - COLLATERAL DESCRIPTION


 


[Intentionally omitted.]


 




    	 	 	 



     


    

 


EXHIBIT
B COMPLIANCE CERTIFICATE


 


[Intentionally omitted.]


 






    	 



     


    

 


EXHIBIT
C


 


LOAN
PAYMENT/ADVANCE REQUEST FORM


 


[Intentionally omitted.]