Exhibit
10.1


 


Execution Version


 


 





 







Credit Agreement


 


dated as of December 2, 2021


 


among


 


AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.,

as Borrower,


 


the
various financial institutions party hereto,

as Lenders,


 


Monroe
Capital Management Advisors, LLC,

as Administrative Agent and Lead Arranger



 


 


 


 









 








 






    


    


    


 


Table
of Contents


 


	 	 	Page 

	Section 1	DEFINITIONS.	1
	1.1	Definitions	1
	1.2	Certain Interpretive Provisions.	17
	1.3	Accounting and Other Terms.	18
	1.4	Treatment of LLC Division	19
	 	 	 
	Section 2	COMMITMENTS OF THE LENDERS; BORROWING and CONVERSION PROCEDURES.	19
	2.1	Commitments	19
	2.2	Loan Procedures.	19
		2.2.1	Various Types of Loans	19
		2.2.2	Borrowing Procedures.	19
		2.2.3	Conversion Procedures.	20
	2.3	Commitments Several	20
	2.4	Certain Conditions	20
	 	 	 
	Section 3	EVIDENCING OF LOANS.	20
	3.1	Notes	20
	3.2	Recordkeeping	20
	 	 	 
	Section 4	INTEREST.	20
	4.1	Interest Rates	20
		4.1.1	Term Loans.	20
		4.1.2	Default Rate	21
		4.1.3	Interest Payment Dates	21
	4.2	Setting and Notice of LIBOR Rates	21
	4.3	Computation of Interest	21
	 	 	 
	Section 5	FEES.	21
	5.1	Administrative Agent’s Fees	21
	5.2	Applicable Premium	21
	 	 	 
	Section 6	PREPAYMENTS; Repayments.	22
	6.1	Prepayments.	22
		6.1.1	Voluntary Prepayments	22
		6.1.2	Mandatory Prepayments	22
	6.2	Manner of Prepayments.	22
		6.2.1	All Prepayments	22
	6.3	Repayments	22
	 	 	 
	Section 7	MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.	23
	7.1	Making of Payments.	23
	7.2	Application of Certain Payments	23
	7.3	Due Date Extension	24
	7.4	Setoff	24
	7.5	Proration of Payments	24
	7.6	Taxes.	24



 






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Table
of Contents


(continued)


 


	 	 	Page
	Section 8	Increased Costs; Special Provisions for LIBOR Loans.	27
	8.1	Increased Costs.	27
	8.2	Basis for Determining Interest Rate Inadequate or Unfair.	27
	8.3	Changes in Law Rendering LIBOR Loans Unlawful	28
	8.4	Right of Lenders to Fund through Other Offices	28
	8.5	Mitigation of Circumstances; Replacement of Lenders.	28
	8.6	Conclusiveness of Statements; Survival of Provisions	29
	 	 	 
	Section 9	REPRESENTATIONS AND WARRANTIES.	29
	9.1	Organization	29
	9.2	Authorization; No Conflict.	29
	9.3	Validity and Binding Nature	29
	9.4	Financial Condition	30
	9.5	No Material Adverse Change	30
	9.6	Litigation and Contingent Liabilities	30
	9.7	Ownership of Properties; Liens	30
	9.8	Equity Ownership	30
	9.9	Pension Plans.	30
	9.10	Investment Company Act	31
	9.11	Compliance with Laws	31
	9.12	Regulation U	31
	9.13	Taxes	31
	9.14	Solvency, etc	32
	9.15	Environmental Matters	32
	9.16	Insurance	32
	9.17	Real Property	32
	9.18	Information	33
	9.19	Location of Bank Accounts	33
	9.20	Burdensome Obligations	33
	9.21	Intellectual Property	33
	9.22	Material Contracts	33
	9.23	Employee and Labor Matters	34
	9.24	No Bankruptcy Filing	34
	9.25	Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN	34
	9.26	Locations of Collateral	34
	9.27	Security Interests	35
	9.28	No Default	35
	9.29	Hedging Agreements	35
	9.30	OFAC	35
	9.31	Patriot Act	35
	9.32	Holding Company	35
	9.33	Customers and Suppliers	36
	9.34	Computex Sale Process	36



 






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Table
of Contents


(continued)


 


	 	 	Page
	Section 10	AFFIRMATIVE COVENANTS.	36
	10.1	Reports, Certificates and Other Information	36
		10.1.1	Annual Report	36
		10.1.2	Interim Reports	36
		10.1.3	Compliance Certificates	37 
		10.1.4	Reports to the SEC and to Shareholders	37
		10.1.5	Notice of Default, Litigation, and ERISA Matters	37
		10.1.6	Real Estate	38
		10.1.7	Management Reports	38
		10.1.8	Projections	38
		10.1.9	Material Contract Notices	38
		10.1.10	Information Systems	38
		10.1.11	Other Information	39
		10.1.12	Computex Sale Process; Equity Issuance	39
		10.1.13	Liquidity; Plan	39
	10.2	Books, Records, and Inspections	39
	10.3	Maintenance of Property; Insurance.	40
	10.4	Compliance with Laws; Payment of Taxes and Liabilities.	40
	10.5	Maintenance of Existence, etc	41
	10.6	Use of Proceeds	41
	10.7	Employee Benefit Plans.	41
	10.8	Environmental Matters	42
	10.9	Further Assurances	42
	10.10	Deposit Accounts	42
	10.11	Computex Sale / Sale Milestones	42
	 	 	 
	Section 11	NEGATIVE COVENANTS	43
	11.1	Debt	43
	11.2	Liens	44
	11.3	Restricted Payments	45
	11.4	Mergers, Consolidations, Sales	46
	11.5	Modification of Certain Documents; Organizational Form.	46
	11.6	Transactions with Affiliates	47
	11.7	Inconsistent Agreements	47
	11.8	Business Activities	47
	11.9	Investments	47
	11.10	Fiscal Year	48
	11.11	Financial Covenants	48
		11.11.1	Minimum EBITDA - Company	48
		11.11.2	Minimum EBITDA - Computex	48
		11.11.3	Minimum Total Revenues - Kandy	48
		11.11.4	Minimum Liquidity	48
	11.12	Compliance with Laws	48
	11.13	Operating Leases	49
	 	 	 
	Section 12	EFFECTIVENESS; CONDITIONS OF LENDING, ETC.	49
	12.1	Conditions to Effectiveness	49
		12.1.1	Agreement, Notes, and other Loan Documents	49
		12.1.2	Authorization Documents	49
		12.1.3	Consents, etc	49
		12.1.4	Letter of Direction	49



 






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Table
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(continued)


 



	 	 	Page
		12.1.5	[Reserved]	49
		12.1.6	Real Estate Documents	49
		12.1.7	Collateral Access Agreements	50
		12.1.8	Control Agreements	50
		12.1.9	Opinions of Counsel	50
		12.1.10	Insurance	50
		12.1.11	Payment of Fees	50
		12.1.12	Debt to be Repaid	50
		12.1.13	Solvency Certificate	50
		12.1.14	Search Results; Lien Terminations	51
		12.1.15	Filings, Registrations, and Recordings	51
		12.1.16	Closing Certificate	51
		12.1.17	Financial Statements; Appraisals	51
		12.1.18	No Material Adverse Effect	51
		12.1.19	Investment Documents	51
		12.1.20	Financial Tests	51
		12.1.21	Diligence	51
		12.1.22	Financial Condition	52
		12.1.23	Background Checks	52
		12.1.24	Approvals	52
		12.1.25	Warrants	52
		12.1.26	Know-Your-Customer and Anti-Money Laundering	52
		12.1.27	Other	52
	12.2	Conditions Precedent to all Loans	52
		12.2.1	Compliance with Warranties, No Default, etc	52
		12.2.2	Confirmatory Certificate	53
	12.3	Conditions Subsequent	53
		12.3.1	Collateral Access Agreements	53
		12.3.2	Article 8	53
		12.3.3	Equity Proceeds	53
		12.3.4	Insurance Endorsements	53
		12.3.5	Stock Certificates of Foreign Subsidiaries	53
		12.3.6	Intellectual Property Releases	54
	 	 	 
	Section 13	EVENTS OF DEFAULT AND THEIR EFFECT.	54
	13.1	Events of Default	54
		13.1.1	Non-Payment of the Loans, etc	54
		13.1.2	Non-Payment of Other Debt	54
		13.1.3	Other Material Obligations	54
		13.1.4	Bankruptcy, Insolvency, etc	54
		13.1.5	Non-Compliance with Loan Documents.	54
		13.1.6	Representations; Warranties	55
		13.1.7	Pension Plans	55
		13.1.8	Judgments	55
		13.1.9	Invalidity of Loan Documents, etc	55
		13.1.10	Change of Control	55
		13.1.11	Material Adverse Effect	55
	13.2	Effect of Event of Default	55
	13.3	Credit Bidding
	56



 






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Table
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(continued)


 


	 	 	Page
	Section 14	Agency.	56
	14.1	Appointment and Authorization	56
	14.2	[Reserved]	56
	14.3	Delegation of Duties	56
	14.4	Exculpation	57
	14.5	Reliance	57
	14.6	Notice of Default	57
	14.7	Credit Decision	58
	14.8	Indemnification	58
	14.9	Administrative Agent in Individual Capacities	58
	14.10	Successor Administrative Agent	59
	14.11	Collateral Matters	59
	14.12	Restriction on Actions by Lenders	59
	14.13	Administrative Agent May File Proofs of Claim.	60
	14.14	Other Agents; Arrangers and Managers	60
	14.15	Protective Advances	60
	 	 	 
	Section 15	GENERAL.	61
	15.1	Waiver; Amendments.	61
	15.2	Confirmations	62
	15.3	Notices.	62
		15.3.1	Generally	62
		15.3.2	Electronic Communications	62
	15.4	Computations	63
	15.5	Costs, Expenses and Taxes	63
	15.6	Assignments; Participations.	64
		15.6.1	Assignments.	64
		15.6.2	Participations	65
	15.7	Register	65
	15.8	Governing Law	65
	15.9	Confidentiality	66
	15.10	Severability	66
	15.11	Nature of Remedies	66
	15.12	Entire Agreement	66
	15.13	Counterparts	67
	15.14	Successors and Assigns	67
	15.15	Captions	67
	15.16	Customer Identification—USA Patriot Act Notice	67
	15.17	Indemnification by Loan Parties	67
	15.18	Non-Liability of Lenders.	68
	15.19	Forum Selection and Consent to Jurisdiction	68
	15.20	Waiver of Jury Trial	68
	15.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	68



 







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ANNEXES


 


	
    Annex A
	Lenders and Pro Rata Shares
	Annex B	Addresses for Notices


 


SCHEDULES


 


	
    Schedule 1.1
	Navigation Capital and its Affiliates
	Schedule 9.6	Litigation and Contingent Liabilities
	Schedule 9.8	Equity Ownership
	Schedule 9.16	Insurance
	Schedule 9.17	Real Property
	Schedule 9.19	Deposit and Securities Accounts
	Schedule 9.21	Intellectual Property
	Schedule 9.22	Material Contracts
	Schedule 9.25	Loan Party Information
	Schedule 9.26	Locations of Collateral
	Schedule 10.11	Sale Milestones
	Schedule 11.1	Existing Debt
	Schedule 11.2	Existing Liens
	Schedule 11.9	Investments
	Schedule 11.11	Deemed EBITDA and Revenue
	Schedule 12.1	Debt to be Repaid


 


EXHIBITS


 


	
    Exhibit A
	Form of Note (Section 3.1)
	Exhibit B	Form of Compliance Certificate (Section 10.1.3)
	Exhibit C	Form of Assignment Agreement (Section 15.6.1)
	Exhibit D	Form of Notice of Borrowing (Section 2.2.2)
	Exhibit E	Form of Notice of Conversion (Section 2.2.3)
	Exhibit f
	Form of Warrant Subscription Agreement



 






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CREDIT AGREEMENT


 


This
Credit Agreement dated as of December 2, 2021 (this “Agreement”) is entered into among AMERICAN VIRTUAL CLOUD
TECHNOLOGIES, INC., a Delaware corporation (the “Company” or “Borrower”); the financial institutions
that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”);
and Monroe Capital Management Advisors, LLC, a Delaware limited liability company
(“Monroe Capital”), as administrative agent for the Lenders.


 


The Company has requested
that the Lenders make Loans to provide the funds required to repay the Debt to be Repaid, and to provide for the ongoing general corporate
purposes and working capital needs of Borrower as further provided in this Agreement and to pay fees, costs and expenses in connection
herewith, in the form of Term Loans to Borrower on the Closing Date in an aggregate principal amount not to exceed $27,000,000, and
the Lenders are willing to do so on the terms and conditions set forth in this Agreement.


 


To secure the Loans and other
Obligations, Borrower and the other Loan Parties are granting to Administrative Agent, for the benefit of Administrative Agent and Lenders,
a security interest in and lien upon substantially all of Borrower’s and the other Loan Parties’ real and personal property.


 


In consideration of the mutual
agreements contained in this Agreement, the parties hereby agree as follows:


 


Section
1 DEFINITIONS.


 


1.1 Definitions.
When used in this Agreement the following terms have the following meanings:


 


“Account Debtor”
is used as defined in the Guaranty and Collateral Agreement.


 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the
acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a
merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).


 


“Administrative Agent”
means Monroe Capital in its capacity as administrative agent for the Lenders under this Agreement and any successor thereto in that capacity.


 


“Affected Loan”
is defined in Section 8.3.


 


“Affiliate”
of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with
that Person, (b) any officer or director of that Person and (c) with respect to any Lender, any entity administered or managed
by that Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing
in commercial loans. A Person will be deemed to be “controlled by” any other Person if that other Person possesses, directly
or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of
directors or managers or power to direct or cause the direction of the management and policies of that Person whether by contract or otherwise.
Unless expressly stated otherwise in this Agreement, none of the following Persons will be deemed an Affiliate of any Loan Party: (i) Administrative
Agent; or (ii) any Lender.


 




    1


     


    

 


“Affiliated Funds”
means, with respect to any Person, a fund that is an Affiliate of that Person, that invests in portfolio companies and that is managed
by that Person or by the same management company that manages that Person.


 


“Agent Fee Letter”
means the fee letter dated as of the date of this Agreement between Borrower and Administrative Agent.


 


“Agreement”
is defined in the introductory clause of this Agreement.


 


“Applicable Premium”
is defined in the Agent Fee Letter.


 


“Approved Fund”
means (a) any Person (other than a natural person) engaged in making, purchasing, holding, or investing in commercial loans and similar
extensions of credit and that is advised, administered, or managed by a Lender, an Affiliate of a Lender (or an entity or an Affiliate
of an entity that administers, advises or manages a Lender) and (b) with respect to any Lender that is an investment fund, any other
investment fund that invests in loans and that is advised, administered or managed by the same investment advisor as that Lender or by
an Affiliate of that investment advisor.


 


“Asset Disposition”
means the sale, lease, assignment, disposition, or other transfer for value by any Loan Party to any Person of any asset of that Loan
Party (including, the loss, destruction or damage of any thereof or any actual or threatened (in writing to any Loan Party) condemnation,
confiscation, requisition, seizure or taking thereof) other than (a) the sale or lease of inventory in the ordinary course of business;
(b) any sale, lease, assignment, disposition, or other transfer for value between or among Loan Parties; (c) liquidation of
Cash Equivalent Investments into cash in the ordinary course of business, and (d) other sales, leases, assignments, dispositions,
or other transfers for value, the Net Proceeds of which do not exceed $100,000 in the aggregate for all such sales, leases, assignments,
dispositions, or other transfers.


 


“Assignee”
is defined in Section 15.6.1.


 


“Assignment Agreement”
is defined in Section 15.6.1.


 


“Attorney Costs”
means, with respect to any Person, all reasonable and documented out-of-pocket invoiced fees and charges of any counsel to that Person
and all court costs and similar legal expenses; provided that to the extent that the costs and expenses referred to above consist of fees,
costs and expenses of counsel to Administrative Agent and the Lenders taken as a whole, Borrower shall be obligated to pay for one counsel
for Administrative Agent and the Lenders taken as a whole, and one local counsel to Administrative Agent and the Lenders taken as a whole
in each relevant jurisdiction.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule.


 


“Bankruptcy Code”
means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101 et seq.), as amended and in effect from time to time
and the regulations issued from time to time thereunder.


 




    2


     


    

 


“Base Rate”
means at any time a fluctuating rate per annum equal to the greatest of (a) the Federal Funds Rate plus 0.50%, (b) the Prime
Rate (c) 2.00% and (d) the LIBOR Rate plus 1.0%.


 


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


 


“Borrower”
is defined in the introductory clause of this Agreement.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in
fact closed in, New York and, in the case of a Business Day that relates to a LIBOR Loan, on which dealings are carried on in the London
interbank eurodollar market.


 


“Business Interruption
Proceeds” means cash proceeds received by any Loan Party pursuant to business interruption policies of insurance.


 


“Capital Expenditures”
means all expenditures that, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet
of the Company and its Subsidiaries, including expenditures in respect of Capital Leases, but excluding any such expenditures made in
connection with the replacement, substitution, or restoration of assets to the extent financed (i) from insurance proceeds (or other
similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored, (ii) with awards of compensation
arising from the taking by eminent domain or condemnation of the assets being replaced, (iii) with assets traded or exchanged for
that replacement, substitution, or restoration of assets, or (iv) with Net Cash Proceeds from a sale, lease, assignment, disposition,
or other transfer for value of the type specifically described in clause (a) of the definition of “Asset Disposition.”


 


“Capital Lease”
means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by that
Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.


 


“Cash Collateralize”
means, with respect to any inchoate, contingent, or other Obligations, the delivery of cash to Administrative Agent, as security for the
payment of those Obligations, in an amount equal to Administrative Agent’s good faith estimate of the amount due or to become due,
including all fees and other amounts relating to those Obligations. “Cash Collateralization” has a correlative meaning.


 


“Cash Equivalent
Investment” means, at any time, (a) any evidence of Debt, maturing not more than one year after that time, issued or guaranteed
by the United States Government or any agency thereof; (b) commercial paper, maturing not more than one year from the date of issue,
or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service, Inc.; (c) any certificate
of deposit, time deposit, or banker’s acceptance, maturing not more than one year after that time, or any overnight Federal Funds
transaction that is issued or sold by any Lender or its holding company (or by a commercial banking institution that is a member of the
Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000); (d) any repurchase
agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c)) which (i) is
secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above
and (ii) has a market value at the time that repurchase agreement is entered into of not less than 100% of the repurchase obligation
of that Lender (or other commercial banking institution) thereunder; (e) money market accounts or mutual funds which invest exclusively
in assets satisfying the foregoing requirements; and (f) other short-term liquid investments approved in writing by Administrative
Agent.


 




    3


     


    




 


“Change in Law”
means the adoption or phase-in of, or any change in, in each case after the date of this Agreement, any applicable law, rule, or regulation,
or any change in the interpretation or administration of any applicable law, rule, or regulation by any governmental authority, central
bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or
directive (whether or not having the force of law) of any such authority, central bank, or comparable agency. For purposes of this Agreement,
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued
in connection therewith, and all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case
pursuant to Basel III, will, in each case, be deemed to have been adopted and gone into effect after the date of this Agreement.


 


“Change of Control”
means the occurrence of any of the following events:


 


(a) Navigation (x) sells,
transfers or otherwise disposes of any outstanding Equity Interests of the Company that it holds immediately prior to the Closing Date
or (y) ceases to possess the right to elect (through contract, ownership of voting securities or otherwise) a number of members of
the board of directors of the Company as it had the right to elect immediately prior to the Closing Date and to direct the management
policies and decisions of the Company;


 


(b) the acquisition,
directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) (other than Navigation) of
beneficial ownership of more than 20.0% of the aggregate outstanding voting or economic power of the Equity Interests of the Company;
or


 


(c) except to the extent
a merger or consolidation transaction is expressly permitted by Section 11.4 or a liquidation or dissolution of a domestic Wholly-Owned
Subsidiary of Borrower is expressly permitted by Section 11.4 or the Computex Sale is expressly permitted pursuant to the terms
hereof, the Company ceases to, directly or indirectly, own and control 100% of each class of the outstanding Equity Interests of each
Subsidiary of the Company.


 


“Closing Date”
is defined in Section 12.1.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means “Collateral” (as defined in the Guaranty and Collateral Agreement) and any and all other property now or hereafter securing
Obligations.


 


“Collateral Access
Agreement” means an agreement in form and substance reasonably satisfactory to Administrative Agent pursuant to which a mortgagee
or lessor of real property on which collateral or books or records are stored or otherwise located, or a warehouseman, processor, or other
bailee of inventory or other property owned by any Loan Party, acknowledges the Liens of Administrative Agent, waives or subordinates
any Liens held by that Person on that property, and, in the case of any such agreement with a mortgagee or lessor, permits Administrative
Agent reasonable access to and use of the applicable real property following the occurrence and during the continuance of an Event of
Default to assemble, complete, and sell any Collateral stored or otherwise located on that real property.


 


“Collateral Documents”
means, collectively, the Guaranty and Collateral Agreement, each Mortgage, each Mortgage-Related Document, each Collateral Access Agreement,
each Control Agreement, each Intellectual Property Security Agreement, and any other agreement or instrument pursuant to which Borrower,
any Subsidiary or any other Person grants or purports to grant collateral to Administrative Agent for the benefit of Administrative Agent
and the Lenders or otherwise relates to any such collateral.


 




    4


     


    

 


“Commitment”
means, as to any Lender, that Lender’s commitment to make Loans under this Agreement. The initial amount of each Lender’s
Commitment is set forth on Annex A.


 


“Compliance Certificate”
means a Compliance Certificate in substantially the form of Exhibit B.


 


“Computation Period”
means each period of 12 consecutive months ending on the last day of a month.


 


“Computex”
means, collectively, Stratos Management Systems, Inc. and its Subsidiaries which do business as Computex Technology Solutions or are otherwise
referred to as the Company’s Computex business.


 


“Computex Sale”
means the divestiture, sale, disposition, or other transfer, in each case, for immediately available cash, by the Company of Equity Interests
and/or assets that comprise all or substantially all of Computex.


 


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


 


“Consolidated Net
Income” means, with respect to the Company and its Subsidiaries for any period, in each case as determined in accordance with
GAAP, the consolidated net income (or loss) of the Company and its Subsidiaries for that period, excluding (a) any gains from Asset
Dispositions; (b) any extraordinary gains; (c) the income (or loss) of any Loan Party during that period in which any other Person
has a joint interest, except to the extent of the amount of cash dividends or other distributions actually paid in cash to that Loan Party
during that period; (d) the income (or loss) of any Person during that period and accrued prior to the date it becomes a Subsidiary of
the Company or is merged into or consolidated with a Loan Party or that Person’s assets are acquired by a Loan Party; (e) the
income of any Loan Party to the extent that the declaration or payment of dividends or similar distributions by that Loan Party of that
income is not at the time permitted by operation of the terms of its organizational documents, its governing documents, or any agreement,
instrument, judgment, decree, order, statute, rule; or governmental regulation applicable to that Loan Party; and (f) any gains from
discontinued operations.


 


“Contingent Liability”
means, with respect to any Person, each obligation and liability of that Person and all such obligations and liabilities of that Person
incurred pursuant to any agreement, undertaking or arrangement by which that Person: (a) guarantees, endorses or otherwise becomes
or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds
to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other
liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness,
dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other
distributions upon the Equity Interests of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to
purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting
security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of
any other Person (whether in the form of loans, advances, stock purchases, capital contributions, or otherwise), or to maintain solvency,
assets, level of income, working capital, or other financial condition of any other Person, or (iii) to make payment to any other
Person other than for value received; (d) agrees to lease property or to purchase securities, property, or services from any other
Person with the purpose or intent of assuring the owner of that indebtedness or obligation of the ability of that other Person to make
payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit
for the benefit of any other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent
Liability will (subject to any limitation set forth in this Agreement) be deemed to be the outstanding principal amount (or maximum permitted
principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.


 




    5


     


    




 


“Control Agreement”
means each deposit account control agreement or securities account control agreement, as applicable, entered into by a Loan Party, each
depository institution or securities intermediary party thereto and Administrative Agent in form and substance reasonably satisfactory
to Administrative Agent.


 


“Controlled Group”
means all members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated)
under common control and all members of an affiliated service group which, together with Borrower or any Subsidiary of Borrower, are treated
as a single employer under Section 414 of the Code or Section 4001 of ERISA.


 


“Credit Bid”
is defined in Section 13.3.


 


“Credit Facilities”
means the credit facilities provided under this Agreement and the other Loan Documents.


 


“Debt”
of any Person means, without duplication, (a) all indebtedness of that Person for borrowed money; (b) all indebtedness evidenced
by bonds, debentures, notes or similar instruments; (c) all obligations of that Person as lessee under Capital Leases which have
been or should be recorded as liabilities on a balance sheet of that Person in accordance with GAAP; (d) all obligations of that
Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business);
(e) all indebtedness secured by a Lien on the property of that Person, whether or not that indebtedness has been assumed by that
Person, but if that Person has not assumed or otherwise become liable for that indebtedness, then that indebtedness will be measured at
the fair market value of the property securing that indebtedness at the time of determination; (f) all obligations, contingent or
otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances, and similar obligations
issued for the account of that Person; (g) all Hedging Obligations of that Person; (h) all Contingent Liabilities of that Person;
(i) all Debt of any partnership of which that Person is a general partner; (j) all non-compete payment obligations, earn-outs,
and similar obligations; (k) all monetary obligations under any receivables factoring, receivable sale, or similar transactions and
all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing, or similar financing;
and (l) any Equity Interests of that Person or other equity instrument of that Person, whether or not mandatorily redeemable, that
under GAAP is characterized as debt, whether pursuant to financial accounting standards board issuance No. 150 or otherwise.


 


“Debt to be Repaid”
means the Debt listed on Schedule 12.1.


 


“Default”
means any event that, if it continues uncured, will, with lapse of applicable cure or grace periods or notice or both, constitute an Event
of Default.


 


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


 


“EBITDA”
means, for any period with respect to any Person, the result of the following, in each case as determined in accordance with GAAP:


 


(a) Consolidated Net
Income of such Person for that period; plus


 




    6


     


    

 


(b) to the extent deducted
in determining that Consolidated Net Income, without duplication, the sum of the following during that period:


 


(i) Interest
Expense (net of interest income for that period of such Person and its Subsidiaries) for that period;


 


(ii) federal,
state, local and foreign income tax expense for that period;


 


(iii) depreciation
and amortization for that period;


 


(iv) non-cash
compensation expense, or other non-cash expenses or charges, for that period arising from the granting of stock options, stock appreciation
rights or similar equity arrangements;


 


(v) non-cash
extraordinary or non-cash non-recurring expenses or losses (including non-cash adjustments due to changes in accounting) and other non-cash
charges (in each case as determined in accordance with GAAP) incurred during that period;


 


(vi) one-time consulting
service fees and expenses paid (x) prior to the Closing Date pursuant to the Services Agreement and (y) after the Closing Date pursuant
to consulting or advisory arrangements but solely to the extent permitted under Section 11.3 and solely to the extent such consultants
and services are not in lieu of employee costs or other customary in-house functions and not in the usual course of the business;


 


(vii) non-cash
charges relating to the amortization and impairment of goodwill for that period; and


 


(viii) reasonable
and documented out-of-pocket fees, costs, and expenses paid during that period in connection with (x) the negotiation, execution, and
delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated by this Agreement and the
other Loan Documents, in an amount equal to $2,463,600.00 and (y) all amendments and all other waivers and modifications to the Loan Documents
and any other documents related to Indebtedness permitted hereunder (including non-reoccurring fees paid to the Administrative Agent and/or
the Lenders); minus


 


(c) to the extent included
in determining Consolidated Net Income of such Person, without duplication:


 


(i) non-cash gains
or profits during that period; and


 


(ii) and any software
development costs to the extent capitalized during such period.


 


Notwithstanding anything to
the contrary contained herein, (A) for purposes of determining Consolidated EBITDA of the Company under this Agreement, Consolidated EBITDA
of the Company for each of the twelve consecutive months ended on or immediately prior to September 30, 2021 shall be deemed to be the
applicable amounts set forth on Schedule 11.11 and (B) for purposes of determining Consolidated EBITDA of Computex under this Agreement,
Consolidated EBITDA of Computex for each of the twelve consecutive months ended on or immediately prior to September 30, 2021 shall be
deemed to be the applicable amounts set forth on Schedule 11.11.


 




    7


     


    

 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision
of an EEA Resolution Authority; (b) any entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition; or (c) any financial institution established in an EEA Member Country which is a
subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its
parent;


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member
Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Assignee”
means any commercial bank, any finance company, any investment fund or other fund that invests in loans, or any Affiliate of any of the
foregoing.


 


“Environmental Agreement”
means each agreement of the Loan Parties with respect to any real estate subject to a Mortgage, pursuant to which Loan Parties agree to
indemnify and hold harmless Administrative Agent and Lenders from liability under any Environmental Laws.


 


“Environmental Claims”
means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability
or responsibility for violation of any Environmental Law, or for release of Hazardous Substances or injury to the environment.


 


“Environmental Laws”
means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety,
or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production,
generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control
or cleanup of any Hazardous Substance.


 


“Equity Interests”
means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting)
of that Person’s equity capital, whether now outstanding or issued or acquired after the Closing Date, including common shares,
preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests
in a trust, interests in other unincorporated organizations, or any other equivalent of any such ownership interest.


 


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


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
person), as in effect from time to time.


 


“Event of Default”
means any of the events described in Section 13.1.


 




    8


     


    

 


“Excluded Deposit
Accounts” means (i) deposit accounts the balance of which is less than $10,000 for any one account and $25,000 in the aggregate
for all such accounts; (ii) deposit accounts the balance of which consists exclusively of (A) withheld income taxes and federal,
state or local employment taxes required to be paid to the Internal Revenue Service or state or local government agencies with respect
to employees of any of the Loan Parties and their Subsidiaries and (B) amounts required to be paid over to an employee benefit plan
pursuant to DOL Reg. Sec. 2510.3 102 on behalf of or for the benefit of employees of any of the Loan Parties and their Subsidiaries; (iii) all
segregated deposit accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll accounts,
trust accounts, and accounts dedicated to the payment of accrued employee benefits, medical, dental and employee benefits claims to employees
of any of the Loan Parties and their Subsidiaries; and (iv) any non-U.S. deposit accounts of any of the Loan Parties and their Subsidiaries
(other than any non-payroll deposit accounts located in Canada).


 


“Excluded Foreign
Subsidiary” shall mean any Foreign Subsidiary (i) that is prohibited by applicable law, rule or regulation from guaranteeing
the Obligations or pledging its assets to secure the Obligations, (ii) where delivery of such guaranty or pledge, as applicable, would
not be practicable, in the reasonable determination of the Collateral Agent, following the exercise (to the extent requested by the Collateral
Agent) of the Loan Parties’ commercially reasonable efforts to do so; provided that Loan Parties shall use commercially reasonable
efforts to structure each such guarantee and pledge to avoid or address such prohibition or impracticability, including limitations on
the maximum amount or scope of the guarantee or (iii) where the delivery of such guaranty or pledge, as applicable, could reasonably be
expected to result in adverse tax consequences (including, without limitation, as a result of the operation of Sections 245A and 956 of
the Internal Revenue Code, taking into account any proposed reliance or final regulations issued thereunder, or any similar Law or regulation
in any applicable jurisdiction (other than any de minimis consequences)) as reasonably determined by the Administrative Agent.


 


“Excluded Taxes”
means, with respect to any payment made to Administrative Agent, any Lender, or any other Person pursuant to the terms of this Agreement,
the following: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case imposed (i) in a jurisdiction in which the relevant recipient is organized, (ii) in a jurisdiction which the relevant recipient’s
principal office is located, or (iii) in a jurisdiction in which the relevant recipient’s lending office (or branch) in respect
of which payments under this Agreement are made is located; and (b) any United States federal withholding Taxes imposed under FATCA.


 


“Extraordinary Receipts”
means any cash in excess of $100,000 in the aggregate during the term of this Agreement received by or paid to or for the account of any
Loan Party not in the ordinary course of business consisting of (a) pension plan reversions, (b) proceeds of insurance, (c) judgments,
proceeds of settlements or other consideration of any kind in connection with any cause of action (other than with respect to reimbursement
of third party claims), (d) condemnation awards (and payments in lieu thereof), (e) indemnity payments (other than with respect to reimbursement
of third party claims), (f) any purchase price adjustment received in connection with any purchase, and (g) foreign, United States, state
or local tax refunds to the extent not included in the calculation of EBITDA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of the Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds Rate”
means, for any day, a fluctuating interest rate equal for each day during the applicable period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for that
day (or, if that day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if that
rate is not so published for any day which is a Business Day, the average of the quotations for that day on those transactions received
by Administrative Agent from three Federal funds brokers of recognized standing selected by Administrative Agent. Administrative Agent’s
determination of the Federal Funds Rate will be binding and conclusive absent manifest error.


 




    9


     


    




 


“Financial Statements”
means (a) the successor balance sheet of the Company as of December 31, 2020, the predecessor balance sheet as of December 31, 2019 and
the related consolidated statements of operations, stockholders’ (deficit) equity and cash flows for the successor period April
7, 2020 through December 31, 2020, and the predecessor periods January 1, 2020 through April 6, 2020 and the year ended December 31, 2019;
and (b) the condensed consolidated balance sheet of the Company as of August 31, 2021 and the related condensed consolidated statements
of operations, stockholders’ (deficit) equity and cash flows for the period January 1, 2021 through August 31, 2021.


 


“Fiscal Quarter”
means a fiscal quarter of a Fiscal Year, which period is the 3-month period ending on the last day of each of March, June, September,
and December of each year.


 


“Fiscal Year”
means the fiscal year of the Company and its Subsidiaries, which period will be the 12-month period ending on the last day of December
of each year.


 


“Foreign Subsidiary”
means each Subsidiary (i) organized under the laws of a jurisdiction other than the United States of America or any state thereof
or District of Columbia; and (ii) that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code.


 


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


 


”Funded Debt”
means, as to any Person, all Debt of that Person, determined on a consolidated basis in accordance with GAAP, including, in any event,
but without duplication, with respect to the Loan Parties and their Subsidiaries, the Loans and the amount of their Capitalized Leases.


 


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


 


“Guarantor”
means each Person that guarantees the Obligation of Borrower.


 


“Guaranty”
means each guaranty executed and delivered by any Guarantor, together with any joinders thereto and any other guaranty agreement executed
by a Guarantor, in each case in form and substance satisfactory to Administrative Agent. The Guaranty and Collateral Agreement is a Guaranty.


 


“Guaranty and Collateral
Agreement” means the Guaranty and Collateral Agreement dated as of the date of this Agreement executed and delivered by each
Loan Party, together with any joinders thereto and any other guaranty and collateral agreement executed by a Loan Party, in each case
in form and substance reasonably satisfactory to Administrative Agent.


 


“Hazardous Substances”
means hazardous waste, hazardous substance, pollutant, contaminant, toxic substance, oil, hazardous material, chemical, or other substance
regulated by any Environmental Law.


 


“Hedging Agreement”
means any interest rate, currency or commodity swap agreement, cap agreement, collar agreement, spot foreign exchange, forward foreign
exchange, foreign exchange option (or series of options) and any other agreement or arrangement designed to protect a Person against fluctuations
in interest rates, currency exchange rates or commodity prices.


 




    10


     


    




 


“Hedging Obligation”
means, with respect to any Person, any liability of that Person under any Hedging Agreement determined (a) for any date on or after the
date that Hedging Agreement has been closed out and termination value determined in accordance therewith, using that termination value;
and (b) for any date prior to the date referenced in clause (a), using the amount determined as the mark-to-market value for that
Hedging Agreement, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer
in that Hedging Agreement (which may include a Lender or any Affiliate of a Lender).


 


“Indemnified Liabilities”
is defined in Section 15.17.


 


“Indemnified Taxes”
means (a) Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Insolvency Proceeding”
means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of a Person
to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief, or debt adjustment law; (b)
the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for that Person or any part of its Property;
or (c) an assignment or trust mortgage for the benefit of creditors.


 


“Intellectual Property
Security Agreement” is used as defined in the Guaranty and Collateral Agreement.


 


“Interest Expense”
means, for any period, as determined in accordance with GAAP, the consolidated interest expense of the Company and its Subsidiaries for
that period (including all imputed interest on Capital Leases).


 


“Investment”
means, with respect to any Person, any investment in another Person, whether by acquisition of any debt or Equity Interest, by making
any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of that other Person (other
than travel and similar advances to employees in the ordinary course of business) or by making an Acquisition.


 


“Kandy”
means AVCtechnologies USA, Inc. and its Subsidiaries.


 


“Lender”
is defined in the introductory clause of this Agreement.


 


“Lender Party”
is defined in Section 15.17.


 


“LIBOR Determination
Date” means, with respect to each LIBOR Loan, the date that is two Business Days before the date of initial advance
of that LIBOR Loan; and (b) each subsequent date that is two Business Days before the first Business Day of each month occurring
while that LIBOR Loan is outstanding.


 


“LIBOR Loan”
means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.


 


“LIBOR Office”
means, with respect to any Lender, the office or offices of that Lender which will be making or maintaining the LIBOR Loans of that Lender
under this Agreement. A LIBOR Office of any Lender may be, at the option of that Lender, either a domestic or foreign office.


 




    11


     


    

 


“LIBOR Rate”
means the rate per annum equal to the greater of (a) 1.00% and (b)(i) LIBOR for a period equal to one month as reported
in Bloomberg L.P. (or other authoritative source selected by Administrative Agent in its sole discretion) on each LIBOR Determination
Date divided by (ii) a number determined by subtracting from 1.00 the then-stated maximum reserve percentage for determining reserves
to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities as defined in Regulation D
(or any successor category of liabilities under Regulation D), or as LIBOR is otherwise determined by Administrative Agent in its
sole and absolute discretion (including by way of substituting an alternative interest rate benchmark in the event that the LIBOR Rate
is no longer available).


 


“Lien”
means, with respect to any Person, any interest granted by that Person in any real or personal property, asset, or other right owned or
being purchased or acquired by that Person (including an interest in respect of a Capital Lease) that secures payment or performance of
any obligation and includes any mortgage, lien, encumbrance, title retention lien, charge, or other security interest of any kind, whether
arising by contract, as a matter of law, by judicial process, or otherwise.


 


“Loan Documents”
means this Agreement, the Notes, the Agent Fee Letter, the Collateral Documents, any Warrants and the Warrant Subscription Agreement and
all documents, instruments, and agreements delivered in connection with the foregoing, as any of the foregoing are amended or modified
in accordance with their respective terms.


 


“Loan Party”
means Borrower and each Guarantor.


 


“Loan”
or “Loans” means, as the context may require, any of the Term Loans.


 


“Margin Stock”
means any “margin stock” as defined in Regulation U.


 


“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations,
assets, business, or properties of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party
to perform any of the Obligations under any Loan Document, (c) a material adverse effect upon any substantial portion of the Collateral
under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document,
or (d) a material impairment of the ability of Administrative Agent to enforce or collect any Obligations or to realize upon any Collateral
(other than solely as a result of any action taken or not taken in the sole control of the Administrative Agent).


 


“Material Contract”
means, with respect to any Person, (a) each contract or agreement to which that Person or any of its Subsidiaries is a party involving
aggregate consideration payable to or by that Person or that Subsidiary of (x) in the case of recurring revenue and multi-year services
contracts or agreements, $500,000 or more in any Fiscal Year and (y) in the case of any other type of contract or agreement, $1,000,000
or more in any Fiscal Year; and (c) all other contracts or agreements as to which the breach, nonperformance, cancellation, or failure
to renew by any party could reasonably be expected to have a Material Adverse Effect.


 


“Monroe Capital”
is defined in the introductory clause of this Agreement.


 


“Mortgage”
means a mortgage, deed of trust, leasehold mortgage or similar instrument granting Administrative Agent a Lien on real property of any
Loan Party.


 




    12


     


    

 


“Mortgage-Related
Documents” means with respect to any real property subject to a Mortgage, the following, in form and substance satisfactory
to Administrative Agent: (a) a mortgagee title policy (or binder therefor) covering Administrative Agent’s interest under the
Mortgage, in a form and amount and by an insurer acceptable to Administrative Agent, which must be fully paid on that effective date;
(b) all assignments of leases, estoppel letters, attornment agreements, consents, waivers, and releases as Administrative Agent reasonably
requires with respect to other Persons having an interest in the real estate; (c) a current, as-built survey of the real estate,
containing a metes-and-bounds property description and certified by a licensed surveyor acceptable to Administrative Agent; (d) a
life-of-loan flood hazard determination and, if the real estate is located in a flood plain, an acknowledged notice to borrower and flood
insurance in an amount, with endorsements and by an insurer acceptable to Administrative Agent; (e) a current appraisal of the real
estate, prepared by an appraiser acceptable to Administrative Agent, and in form and substance satisfactory to Required Lenders; (f) an
environmental assessment, prepared by environmental engineers acceptable to Administrative Agent, and accompanied by all reports, certificates,
studies, or data as Administrative Agent reasonably requires, which must all be in form and substance satisfactory to Required Lenders;
and (g) an Environmental Agreement and all other documents, instruments, or agreements as Administrative Agent reasonably requires
with respect to any environmental risks regarding the real estate.


 


“Multiemployer Pension
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Borrower or any other member of the
Controlled Group may have any liability.


 


“Navigation”
means Navigation Capital and its Affiliates listed on Schedule 1.1.


 


“Net Cash Proceeds”
means:


 


(a) with
respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by
way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received
by any Loan Party pursuant to that Asset Disposition net of (i) the direct costs relating to that sale, transfer or other disposition
(including sales commissions and legal, accounting and investment banking fees); (ii) taxes paid or reasonably estimated by Borrower
to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements);
and (iii) all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of the applicable assets, (B)
for any liabilities associated with such sale or casualty, to the extent such reserve is required by GAAP, and (C) for the payment of
unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date of such sale
or other disposition, to the extent that in each case the funds described above in this clause (iii) are (x) deposited into escrow
with a third party escrow agent or set aside in a separate deposit account that is subject to a Control Agreement in favor of Agent, and
(y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 6.1.2(a)(i) of this Agreement at such
time when such amounts are no longer required to be set aside as such a reserve;


 


(b) with
respect to any issuance of Equity Interests, the aggregate cash proceeds received by any Loan Party pursuant to that issuance, net of
the direct costs relating to that issuance (including sales and underwriters’ commissions); and


 


(c) with
respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party pursuant to that issuance, net of the direct costs
of that issuance (including up-front, underwriters’ and placement fees).


 


“Non-Consenting Lender”
is defined in Section 15.1(k).


 


“Non-U.S. Lender”
is defined in Section 7.6.4.


 


“Note”
means a promissory note substantially in the form of Exhibit A.


 




    13


     


    

 





“Notice of Borrowing”
is defined in Section 2.2.2(a).


 


“Notice of Conversion”
is defined in Section 2.2.3(b).


 


“Obligations”
means all obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement
and any other Loan Document, including Attorney Costs, all in each case howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due.


 


“OFAC”
is defined in Section 9.30.


 


“Operating Lease”
means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party, as lessee, other than
any Capital Lease.


 


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


 


“Other Taxes”
means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under this Agreement or from the execution, delivery or enforcement of, or otherwise with respect to any Loan Document,
except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.


 


“Participant”
is defined in Section 15.6.2.


 


“Patriot Act”
is defined in Section 15.16.


 


“Payment in Full”
means (a) the payment in full in cash of all Loans and other Obligations, other than contingent indemnification obligations for which
no claims have been asserted; (b) the termination of all Commitments; and (c) the release of any claims of the Loan Parties
against Administrative Agent and Lenders arising on or before the payment date.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.


 


“Pension Plan”
means a “pension plan,” as that term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the
minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which Borrower or any Subsidiary (including any
contingent liability of any member of Borrower’s Controlled Group) may have any liability, including any liability by reason of
having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by
reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“Permitted Lien”
means a Lien expressly permitted under this Agreement pursuant to Section 11.2.


 




    14


     


    

 


“Person”
means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or
any other entity, whether acting in an individual, fiduciary or other capacity.


 


“Prime Rate”
means, for any day, the rate of interest in effect for that day equal to the prime rate in the United States as reported from time to
time by Bloomberg L.P. (or other authoritative source selected by Administrative Agent in its sole discretion), or as Prime Rate
is otherwise determined by Administrative Agent in its sole and absolute discretion. Administrative Agent’s determination of the
Prime Rate will be conclusive, absent manifest error. Any change in the Prime Rate will take effect at the opening of business on the
day of that change. In the event Bloomberg L.P. (or any other authoritative source) publishes a range of “prime rates,”
the Prime Rate will be the highest of the “prime rates.”


 


“Proceeding“
means any investigation, inquiry, litigation, review, hearing, suit, claim, audit, arbitration, proceeding or action (in each case, whether
civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving,
any governmental authority or arbitrator.


 


“Pro Rata Share”
means, with respect to a Lender’s obligation to make a Term Loans and receive payments of interest, fees, and principal with
respect thereto, (i) prior to the Term Loan Commitment being terminated or reduced to zero, the percentage obtained by dividing (A) that
Lender’s Term Loan Commitment plus the unpaid principal amount of that Lender’s Term Loans, by (B) the
aggregate Term Loan Commitment of all Lenders plus the unpaid principal amount of all Term Loans of all Lenders; and
(ii) from and after the time the Term Loan Commitment has been terminated or reduced to zero, the percentage obtained by dividing
(A) the aggregate unpaid principal amount of that Lender’s Term Loans by (B) the aggregate unpaid principal amount
of all Term Loans.


 


“Protective Advances”
is defined in Section 14.15.


 


“Regulation D”
means Regulation D of the FRB.


 


“Regulation U”
means Regulation U of the FRB.


 


“Reportable Event”
means a reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to which the PBGC has not waived
the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of Section 412
of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2) of ERISA) or under Section 302
of ERISA.


 


“Required Lenders”
means, at any time, Lenders whose Pro Rata Shares exceed 50% as determined pursuant to the definition of “Pro Rata Share”.


 


“SEC” means
the Securities and Exchange Commission or any other governmental authority succeeding to any of the principal functions thereof.


 


“Senior Officer”
means, with respect to any Loan Party, any of the president, chief executive officer, the chief financial officer, or the treasurer of
that Loan Party.


 


“Services Agreement”
means that certain Services Agreement, dated as of March 4, 2021, between Navigation Capital Partners, Inc. and the Company.


 




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“Subsidiary“
means, with respect to any Person, a corporation, partnership, limited liability company, or other entity of which that Person owns, directly
or indirectly, outstanding Equity Interests having more than 50% of the ordinary voting power for the election of directors or other managers
of that corporation, partnership, limited liability company, or other entity. Unless the context otherwise requires, each reference to
Subsidiaries in this Agreement refers to Subsidiaries of the Company.


 


“Taxes”
means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges, similar fees or withholdings imposed
under applicable law and/or by any governmental authority that are in the nature of a tax, and any and all liabilities (including interest
and penalties and other additions to taxes) with respect to any of the foregoing.


 


“Term Loan”
is defined in Section 2.1.


 


“Term Loan Commitment”
means, as to any Lender, that Lender’s commitment to make Term  Loans under this Agreement. The amount of each Lender’s
Term  Loan Commitment is set forth on Annex A. The initial aggregate amount of the Term Loan Commitments of all Lenders
is $27,000,000.


 


“Termination Date”
means the earliest to occur of (a) December 2, 2022, (b) any other date on which the Commitments terminate pursuant to Section 6
or Section 13 and (c) the date on which the Computex Sale is consummated.


 


“Termination Event”
means, with respect to a Pension Plan that is subject to Title IV of ERISA, the following: (a) a Reportable Event; (b) the withdrawal
of Borrower or any other member of the Controlled Group from that Pension Plan during a plan year in which that Borrower or other member
of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under
Section 4068(f) of ERISA; (c) the termination of that Pension Plan, the filing of a notice of intent to terminate the Pension
Plan or the treatment of an amendment of that Pension Plan as a termination under Section 4041 of ERISA; (d) the institution
by the PBGC of proceedings to terminate that Pension Plan; or (e) any event or condition that might reasonably constitute grounds
under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, that Pension Plan.


 


“Total Debt”
means all Debt of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, excluding (a) contingent
obligations in respect of Contingent Liabilities (except to the extent constituting (i) Contingent Liabilities in respect of Debt of a
Person other than any Loan Party, or (ii) Contingent Liabilities in respect of undrawn letters of credit), (b) Hedging Obligations,
and (c) Debt of Borrower to any other Loan Party and Debt of any Subsidiary to Borrower or to any other Subsidiary.


 


“Total Debt to EBITDA
Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of that day to (b) EBITDA for
the Computation Period ending on that day.


 


“Total Plan Liability”
means, at any time, the present value of all vested and unvested accrued benefits under all Pension Plans, determined as of the then most
recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.


 


“Type”
is defined in Section 2.2.1.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York.


 




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“Unfunded Liability”
means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair
market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan,
using PBGC actuarial assumptions for single employer plan terminations.


 


“Warrants”
means, collectively, the warrants issued or subscribed for pursuant to the Warrant Subscription Agreement.


 


“Warrant Subscription
Agreement” means the Subscription Agreement, by and among the Company and the Subscribers identified therein, substantially
in the form of Exhibit F.


 


“Withholding Certificate”
is defined in Section 7.6.4.


 


“Wholly-Owned Subsidiary”
means, as to any Person, a Subsidiary all of the Equity Interests of which (except directors’ qualifying Equity Interests) are at
the time directly or indirectly owned by that Person and/or another Wholly-Owned Subsidiary of that Person. Unless the context otherwise
requires, each reference to Wholly-Owned Subsidiaries refers to Wholly-Owned Subsidiaries of the Company.


 


“Working Capital”
means, at any date of determination thereof, (a) the sum, for any Person and its Subsidiaries, of (i) the unpaid face amount of all accounts
receivable of such Person and its Subsidiaries as at such date of determination, plus (ii) the aggregate amount of prepaid expenses and
other current assets of such Person and its Subsidiaries as at such date of determination (other than cash, Cash Equivalent Investments
and any Indebtedness owing to such Person or any of its Subsidiaries by Affiliates of such Person), minus (b) the sum, for such
Person and its Subsidiaries, of (i) the unpaid amount of all accounts payable of such Person and its Subsidiaries as at such date of determination,
plus (ii) the aggregate amount of all accrued expenses of such Person and its Subsidiaries as at such date of determination (other than
the current portion of long-term debt and all accrued interest and taxes).


 


“Write-Down and Conversion
Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule.


 


1.2 Certain
Interpretive Provisions.


 


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


 


(b) Section,
Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.


 


(c) The
term “including” is not limiting and means “including without limitation.”


 


(d) In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including”; the words “to” and “until” each mean “to but excluding”, and the word “through”
means “to and including.”


 


(e) Unless
otherwise expressly provided in this Agreement, (i) references to agreements (including this Agreement and the other Loan Documents)
and other contractual instruments include all subsequent amendments, restatements, supplements, and other modifications thereto, but only
to the extent that those amendments, restatements, supplements, and other modifications are not prohibited by the terms of any Loan Document,
and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions amending,
replacing, supplementing, or interpreting that statute or regulation.


 




    17


     


    

 


(f) This
Agreement and the other Loan Documents may use several different limitations, tests, or measurements to regulate the same or similar matters.
All such limitations, tests, and measurements are cumulative and each is to be performed in accordance with its terms.


 


(g) This
Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Administrative Agent,
Borrower, the Lenders, and the other parties thereto and are the products of all parties. Accordingly, they are not to be construed against
Administrative Agent or the Lenders merely because of Administrative Agent’s or Lenders’ involvement in their preparation.


 


(h) If
any delivery due date specified in Section 10.1 for the delivery of reports, certificates, and other information required
to be delivered pursuant to Section 10.1 falls on a day which is not a Business Day, then that due date will be extended to
the immediately following Business Day.


 


(i) A
Default or Event of Default will be deemed to exist at all times during the period commencing on the date that Default or Event of Default
occurs to the date on which that Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default,
is cured within any period of cure expressly provided for in this Agreement, and an Event of Default will “continue” or be
“continuing” until that Event of Default has been waived in writing by the Required Lenders.


 


1.3 Accounting
and Other Terms.


 


(a) Unless
otherwise expressly provided in this Agreement, each accounting term used in this Agreement has the meaning given it under GAAP applied
on a basis consistent with those used in preparing the Financial Statements and using the same inventory valuation method as used in the
Financial Statements, except for any change required or permitted by GAAP if Borrower’s certified public accountants concur in that
change, the change is disclosed to Administrative Agent, and Section 11.11 is amended in a manner satisfactory to Administrative
Agent to take into account the effects of the change.


 


(b) All
terms used in this Agreement which are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined in this Agreement
have the same meanings in this Agreement as set forth therein, except that terms used in this Agreement which are defined in the UCC as
in effect in the State of New York on the date of this Agreement will continue to have the same meaning notwithstanding any replacement
or amendment of that statute except as Administrative Agent may otherwise determine.








 




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1.4 Treatment of LLC Division. Any restriction,
condition or prohibition applicable to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer,
or similar term set forth in the Loan Documents shall be deemed to apply to a division of or by a limited liability company, or an
allocation of assets to a series of a limited liability companies, including any “Division” or other process or action
permitted under Section 18-217 of Title 6 of the Delaware Code, as if it were a merger, transfer, consolidation, amalgamation,
consolidation, assignment, sale or transfer, or similar term, as applicable. Any reference in any Loan Document to a merger,
transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to
apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability companies
(or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation,
assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability
company shall constitute a separate Person under the Loan Documents (and each division of any limited liability company that is a
Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). For all purposes under the Loan
Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different
jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or
liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person,
and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its
existence by the holders of its Equity Interests at such time.


 


Section
2 COMMITMENTS OF THE LENDERS; BORROWING and CONVERSION PROCEDURES.


 


2.1 Commitments.
On and subject to the terms and conditions of this Agreement, each of the Lenders, severally and for itself alone, agrees to make loans
to Borrower as follows: Each Lender with a Term Loan Commitment agrees to make a loan to Borrower (each such loan, a “Term Loan”)
on the Closing Date in that Lender’s Pro Rata Share of the aggregate Term Loan Commitments of all Lenders. The Commitments
of the Lenders to make Term Loans will expire concurrently with the making of Term Loans on the Closing Date.


 


2.2 Loan
Procedures.


 


2.2.1 Various
Types of Loans. Each Loan may be divided into tranches which are, either a Base Rate Loan or a LIBOR Loan (each, a “Type”
of Loan), as Borrower specifies in the related Notice of Borrowing pursuant to Section 2.2.2 or Notice of Conversion pursuant
to Section 2.2.3. Subject to the other terms and conditions of this Agreement, Base Rate Loans and LIBOR Loans may be outstanding
at the same time. All borrowings, conversions, and repayments of Loans will be effected so that each Lender will have a ratable share
(according to its Pro Rata Share) of all Types of Loans.


 


2.2.2 Borrowing
Procedures.


 


(a) Borrower
shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit
D to Administrative Agent and each Lender with an applicable Commitment of each proposed borrowing not later than 10:00 a.m.
(Chicago time) three Business Days prior to the proposed date of that borrowing. Each such notice will be effective upon receipt
by Administrative Agent, will be irrevocable, and must specify the date, amount, and Type of borrowing. On the requested borrowing date,
each Lender with an applicable Commitment shall provide Administrative Agent with immediately available funds, to Administrative Agent’s
Account, covering that Lender’s Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice
that the conditions precedent set forth in Section 12 with respect to that borrowing have not been satisfied. After Administrative
Agent’s receipt of the proceeds of the applicable Loans from Lenders with applicable Commitments, Administrative Agent shall make
the proceeds of those Loans available to Borrower on the applicable borrowing date by transferring to Borrower immediately available funds
equal to the proceeds received by Administrative Agent. Each Base Rate borrowing must be on a Business Day. Each Lender shall, upon request
of Administrative Agent, deliver to Administrative Agent a list of all Loans made by that Lender, together with all information related
thereto as Administrative Agent reasonably requests. Notwithstanding any provision of this Agreement to the contrary, Borrower may not
request, and Lenders will not be required to fund, any borrowing of any Loan that is not a LIBOR borrowing unless, subject to and as more
particularly described in Section 8, LIBOR is unavailable or unlawful.


 




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2.2.3 Conversion
Procedures.


 


(a) Subject
to Section 2.2.1 and to the other terms and conditions of this Agreement, Borrower may, upon irrevocable written notice to
Administrative Agent in accordance with Section 2.2.3(b), elect, as of any Business Day, to convert any Loans (or any part thereof
in an aggregate amount not less than $1,000,000 or a higher integral multiple of $500,000) into Loans of the other Type. After giving
effect to any prepayment or conversion, the aggregate principal amount of LIBOR Loans must be at least $10,000,000 and an integral multiple
of $500,000.


 


(b) Borrower
shall give written notice (each such written notice, a “Notice of Conversion”) substantially in the form of Exhibit
E or telephonic notice (followed immediately by a Notice of Conversion) to Administrative Agent of each proposed conversion not later
than 1:00 p.m. (Chicago time) on the proposed date of that conversion, specifying in each case:


 


(i) the
proposed date of conversion;


 


(ii) the
aggregate amount of Loans to be converted; and


 


(iii) the
Type of Loans resulting from the proposed conversion.


 


(c) Administrative
Agent will promptly notify each Lender of its receipt of a Notice of Conversion pursuant to this Section 2.2.3.


 


2.3 Commitments
Several. The failure of any Lender to make a requested Loan on any date will not relieve any other Lender of its obligation (if any)
to make a Loan on that date, but no Lender will be responsible for the failure of any other Lender to make any Loan to be made by that
other Lender.


 


2.4 Certain
Conditions. Except as otherwise provided in Section 2.2.3, no Lender will have an obligation to make any Loan or to permit
any conversion into any LIBOR Loan, if an Event of Default or Default exists.


 


Section
3 EVIDENCING OF LOANS.


 


3.1 Notes.
At a Lender’s request, the Term Loans of that Lender may be evidenced by a Note, with appropriate insertions, payable to the
order of that Lender in a face principal amount equal to the principal amount of that Lender’s Term Loans.


 


3.2 Recordkeeping.
Administrative Agent, on behalf of each Lender, shall record in its records, the date and amount of each Loan made by each Lender and
each repayment or conversion thereof. The aggregate unpaid principal amount so recorded will be rebuttably presumptive evidence of the
principal amount of the Loans owing and unpaid. The failure to so record any such amount or any error in so recording any such amount
will not, however, limit or otherwise affect the Obligations of Borrower under this Agreement or under any Note to repay the principal
amount of the Loans under this Agreement, together with all interest accruing thereon.


 


Section
4 INTEREST.


 


4.1 Interest
Rates. Borrower agree to pay interest on the unpaid principal amount of each Loan for the period commencing on the date that Loan
is made until that Loan is paid in full as follows:


 


4.1.1 Term Loans.


 


(a) at
all times while a Term Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect
plus 10.00%; and




 




    20


     


    

 


(b) at
all times while a Term Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate from time to time in effect plus
11.00%.


 


4.1.2 Default
Rate. Notwithstanding the foregoing, at any time an Event of Default exists, the interest rate applicable to each Loan will be increased
by 5.00% per annum during the existence of an Event of Default (and, in the case of Obligations not bearing interest, those Obligations
will, during the existence of an Event of Default, bear interest at the highest interest rate applicable to the Term Loans plus
5.00%), but any such increase may be rescinded by Required Lenders, notwithstanding Section 15.1. Notwithstanding the foregoing,
upon the occurrence of an Event of Default under Sections 13.1.1 or 13.1.4, the increase provided for in this Section 4.1.2
will occur automatically. In no event will interest payable by Borrower to any Lender under this Agreement exceed the maximum rate permitted
under applicable law, and if any such provision of this Agreement is in contravention of any such law, then that provision will be deemed
modified to limit that interest to the maximum rate permitted under that law.


 


4.1.3 Interest
Payment Dates. Accrued interest on each Base Rate Loan is payable in arrears on the first Business Day of each month, upon a
prepayment of that Loan, and at maturity. Accrued interest on each LIBOR Loan is payable on the first Business Day of each month,
upon a prepayment of that Loan, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Loans
will be payable on demand.


 


4.2 Setting
and Notice of LIBOR Rates. The LIBOR Rate will be determined by Administrative Agent. Each determination of the applicable LIBOR Rate
by Administrative Agent will be conclusive and binding upon the parties to this Agreement, absent manifest error.


 


4.3 Computation
of Interest. Interest will be computed for the actual number of days elapsed on the basis of a year of (a) 360 days for interest
calculated at the LIBOR Rate and (b) 365/366 days for interest calculated at the Base Rate. The applicable interest rate
for each Base Rate Loan will change simultaneously with each change in the Base Rate and the applicable interest rate for each LIBOR Loan
will change simultaneously with each change in the LIBOR Rate.


 


Section
5 FEES.


 


5.1 Administrative
Agent’s Fees. Borrower shall pay to Administrative Agent all agent’s fees as are mutually agreed to from time to time
by Borrower and Administrative Agent, including the fees set forth in the Agent Fee Letter.


 


5.2 Applicable
Premium. Without limiting the generality of Section 5.1, Borrower shall pay to Administrative Agent, for the sole and
separate account of Administrative Agent, each Applicable Premium in accordance with the Agent Fee Letter.


 




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Section
6 PREPAYMENTS; Repayments.


 


6.1 Prepayments.



 


6.1.1 Voluntary
Prepayments. Borrower may from time to time prepay the Term Loans in whole or in part. Borrower shall give Administrative Agent (which
shall promptly advise each applicable Lender) notice of any such prepayment not later than 12:00 noon (Chicago time) on the day of that
prepayment (which must be a Business Day), specifying the Loans to be prepaid and the date and amount of prepayment. Any such partial
prepayment must be in an amount equal to $1,000,000 or a higher integral multiple of $100,000.


 


6.1.2 Mandatory
Prepayments.


 


(a) Term
Loans. Borrower shall make a prepayment of the Term Loans until paid in full upon the occurrence of any of the following at the following
times and in the following amounts:


 


(i) within
one (1) Business Day of the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100%
of those Net Cash Proceeds; provided that the Net Cash Proceeds of the Computex Sale shall be sufficient (and shall be used) to
repay the Term Loans in full (together with any accrued interest and fees and other amounts owing under the terms of this Agreement, including
Applicable Premium);


 


(ii) within
one (1) Business Day of the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Equity Interests of any Loan Party
occurring after the date that is ninety (90) after the Closing Date (excluding any issuance of Equity Interests (A) pursuant to any
employee or director option program, benefit plan or compensation program or agreement, and (B) by a Subsidiary to Borrower or another
Subsidiary), in an amount equal to 50.00% of those Net Cash Proceeds or, if the aggregate principal amount of Term Loans outstanding at
such time is less than $10,000,000, 33.00% of those Net Cash Proceeds;


 


(iii) within
one (1) Business Day of the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding
Debt permitted by Section 11.1), in an amount equal to 100% of those Net Cash Proceeds; and


 


(iv) within
one (1) Business Day of the receipt by any Loan Party of any Extraordinary Receipts, in an amount equal to 100% of those Extraordinary
Receipts.


 


With each prepayment of the
Term Loans set forth in this Section 6.1.2(a)(i), Borrower shall pay to Administrative Agent, for the sole and separate account
of Administrative Agent, each Applicable Premium in accordance with the Agent Fee Letter; provided that, at the election of the
Borrower, the Applicable Premium with respect to the first $1,000,000 of Extraordinary Receipts received by the Company and its Subsidiaries
after the Closing Date may be deferred and shall become due and payable in respect of such amount on the Termination Date.


 


6.2 Manner
of Prepayments.


 


6.2.1 All
Prepayments. Any prepayment of Term Loans is subject to Section 5.2. Except as otherwise provided by this Agreement, all
principal payments in respect of the Loans will be applied first to repay outstanding Base Rate Loans and then to repay outstanding LIBOR
Rate Loans in direct order of Interest Period maturities.


 


6.3 Repayments.
Unless sooner paid in full, the outstanding principal balance of the Term Loans must be paid in full on the Termination Date.


 




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Section
7 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.


 


7.1 Making
of Payments.


 


7.1.1 Borrower
shall make all payments of principal or interest on the Loans, and of all fees, to Administrative Agent in immediately available funds
to Administrative Agent’s Account not later than noon (Chicago time) on the date due, and funds received after that time will be
deemed to have been received by Administrative Agent on the following Business Day. Borrower shall make all payments to Administrative
Agent and the Lenders without set-off, counterclaim, recoupment, deduction, or other defense. Administrative Agent shall promptly remit
to each Lender its share of all such payments received in collected funds by Administrative Agent for the account of that Lender. Notwithstanding
the foregoing, Borrower shall make all payments under Section 8.1 directly to the Lender entitled thereto.


 


7.2 Application
of Certain Payments.


 


7.2.1 So
long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due
will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will be applied as set forth in Sections 6.1
and 6.2.


 


7.2.2 Subject
to any written agreement among Administrative Agent and the Lenders:


 


(a) All
payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other
Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their
respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated
by the Person making payment when the payment is made.


 


(b) After
the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders
shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement,
as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other
amounts then due and payable to Administrative Agent until paid in full; (ii) second, ratably to pay the Obligations in respect
of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third,
ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then
due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance
with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth,
ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (vi) sixth, ratably to pay
principal of the Term Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable
Premium then due and payable until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due
and payable.


 


(c) For
purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or,
to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof,
including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have
accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether
or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


 




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(d) In
the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any
other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed,
to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved
as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.


 


7.3 Due
Date Extension. If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which
is not a Business Day, then that due date will be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan,
that immediately preceding Business Day is the first Business Day of a month, in which case that due date will be the immediately preceding
Business Day), and, in the case of principal, additional interest will accrue and be payable for the period of any such extension.


 


7.4 Setoff.
Borrower, for itself and each other Loan Party, agrees that Administrative Agent and each Lender have all rights of set-off and bankers’
lien provided by applicable law, and in addition thereto, Borrower, for itself and each other Loan Party, agrees that at any time any
Event of Default exists, Administrative Agent and each Lender may apply to the payment of any Obligations of Borrower and each other Loan
Party under this Agreement, whether or not then due, any and all balances, credits, deposits, accounts, or moneys of Borrower and each
other Loan Party then or thereafter with Administrative Agent or that Lender.


 


7.5 Proration
of Payments. If any Lender obtains any payment or other recovery (whether voluntary, involuntary, by application of offset, or otherwise),
on account of principal of or interest on any Loan (but excluding (i) any payment pursuant to Section 8 or 15.6
and (ii) payments of interest on any Affected Loan) in excess of its applicable Pro Rata Share of payments and other recoveries obtained
by all Lenders on account of principal of and interest on the Loans, then held by them, then that Lender shall purchase from the other
Lenders such participations in the Loans held by them as are necessary to cause that purchasing Lender to share the excess payment or
other recovery ratably with each of them, but if all or any portion of the excess payment or other recovery is thereafter recovered from
that purchasing Lender, then that purchase will be rescinded and the purchase price restored to the extent of that recovery.


 


7.6 Taxes.


 


7.6.1 Borrower
shall make all payments under this Agreement or under any Loan Documents without setoff, counterclaim, or other defense. To the extent
permitted by applicable law, all payments under this Agreement or under the Loan Documents (including any payment of principal, interest,
or fees) to, or for the benefit, of any Person will be made by Borrower free and clear of and without deduction or withholding for, or
account of, any Taxes now or hereafter imposed by any taxing authority.


 




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7.6.2 If
Borrower makes any payments under this Agreement or under any other Loan Document in respect of which Borrower is required by applicable
law to deduct or withhold any Indemnified Taxes, then Borrower shall increase the payment under this Agreement or under any other Loan
Document such that after the reduction for the amount of Indemnified Taxes withheld (and any Indemnified Taxes withheld or imposed with
respect to the additional payments required under this Section 7.6.2), the amount paid equals the amount that was payable
under this Agreement or under any other Loan Document without regard to this Section 7.6.2. To the extent Borrower withhold
any Taxes on payments under this Agreement or under any other Loan Document, Borrower shall pay the full amount deducted to the relevant
taxing authority within the time allowed for payment under applicable law and shall deliver to Administrative Agent within 30 days
after Borrower have made payment to that taxing authority a receipt issued by that taxing authority (or other evidence satisfactory to
Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from that payment. The Borrower shall
timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely
reimburse it for the payment of, any Other Taxes.


 


7.6.3 If
any Lender or Administrative Agent or other recipient is required by law to make any payments of any Indemnified Taxes on or in relation
to any amounts received or receivable under this Agreement or under any other Loan Document, or any Indemnified Tax is assessed against
a Lender or Administrative Agent or other recipient with respect to amounts received or receivable under this Agreement or under any other
Loan Document, Borrower will indemnify that Person against (i) that Indemnified Tax and (ii) any Taxes imposed as a result of
the receipt of the payment under this Section 7.6.3. A certificate prepared in good faith as to the amount of any such payment
by that Lender or Administrative Agent or other recipient will, absent manifest error, be final, conclusive, and binding on all parties.


 


7.6.4 (a) To
the extent permitted by applicable law, each Lender that is not a United States person within the meaning of Code Section 7701(a)(30)
(a “Non-U.S. Lender”) shall deliver to Borrower and Administrative Agent on or prior to the Closing Date (or in the
case of a Lender that is an Assignee, on the date of the assignment to that Lender) two accurate and complete original signed copies of
IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to that Lender’s
entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this
Agreement or with respect to any Loan. If a Lender that is a Non-U.S. Lender is claiming a complete exemption from withholding on interest
pursuant to Code Sections 871(h) or 881(c), then that Lender shall deliver (along with two accurate and complete original signed
copies of IRS Form W-8BEN or W-8BEN-E) a certificate in form and substance reasonably acceptable to Administrative Agent (any such certificate,
a “Withholding Certificate”). In addition, each Lender that is a Non-U.S. Lender shall, from time to time after the
Closing Date (or in the case of a Lender that is an Assignee, after the date of the assignment to that Lender) when a lapse in time (or
change in circumstances occurs) renders the prior certificates delivered under this Agreement obsolete or inaccurate in any material respect,
to the extent permitted under applicable law, deliver to Borrower and Administrative Agent two new and accurate and complete original
signed copies of an IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and
if applicable, a new Withholding Certificate, to confirm or establish the entitlement of that Lender or Administrative Agent to an exemption
from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or with respect to any Loan.


 


(a) Each
Lender that is not a Non-U.S. Lender (other than any such Lender that is taxed as corporation for U.S. federal income tax purposes) shall
provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Borrower and Administrative
Agent certifying that that Lender is exempt from United States backup withholding Tax. To the extent that a form provided pursuant to
this Section 7.6.4(b) is rendered obsolete or inaccurate in any material respect as result of change in circumstances with respect
to the status of a Lender or Administrative Agent, then that Lender or Administrative Agent shall, to the extent permitted by applicable
law, deliver to Borrower and, as applicable, Administrative Agent revised forms necessary to confirm or establish the entitlement to that
Lender’s exemption from United States backup withholding Tax.


 




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(b) No
Borrower will be required to pay additional amounts to any Lender, or indemnify any Lender, under this Section 7.6 to the
extent that those obligations would not have arisen but for the failure of that Lender to comply with this Section 7.6.4.


 


(c) Each
Lender shall indemnify Administrative Agent and hold Administrative Agent harmless for the full amount of any and all present or future
Taxes and related liabilities (including penalties, interest, additions to Tax and expenses, and any Taxes imposed by any jurisdiction
on amounts payable to Administrative Agent under this Section 7.6) which are imposed on or with respect to principal, interest,
or fees payable to that Lender under this Agreement and which are not paid by Borrower pursuant to this Section 7.6, whether
or not those Taxes or related liabilities were correctly or legally asserted. This indemnification must be made within 30 days from
the date Administrative Agent makes written demand therefor.


 


7.6.5 If
Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which
it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 7.6,
then Administrative Agent or that Lender, as applicable, shall pay over that refund to Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by Borrower under this Section 7.6 with respect to the Indemnified Taxes giving rise to
that refund), net of any Taxes imposed by reason of receipt of that refund and all out-of-pocket expenses of Administrative Agent or that
Lender, as applicable, and without interest (other than any interest paid by the relevant governmental authority with respect to that
refund, which interest must be paid to Borrower). Upon the request of Administrative Agent or any such Lender, Borrower shall repay any
amount paid to Borrower (plus any penalties, interest, or other charges imposed by the relevant governmental authority) to Administrative
Agent or that Lender in the event Administrative Agent or that Lender is required to repay any such refund to any such governmental authority.
Nothing in this Section 7.6.5 is to be construed to require Administrative Agent or any Lender to make available its tax returns
(or any other information which it deems confidential) to Borrower or any other Person.


 


7.6.6 If
a payment made to a Lender under any Loan Document would be subject to U.S. federal income withholding Tax imposed by FATCA if that Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), then that Lender shall deliver to Administrative Agent (or, in the case of a Participant, to the Lender granting
the participation only) at the time or times prescribed by law and at any other time or times reasonably requested by Administrative Agent
(or, in the case of a Participant, the Lender granting the participation) all documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and all additional documentation reasonably requested by Administrative Agent
(or, in the case of a Participant, the Lender granting the participation) as is necessary for Administrative Agent or Borrower to comply
with their obligations under FATCA and to determine that that Lender has complied with that Lender’s obligations under FATCA or
to determine the amount to deduct and withhold from that payment. Solely for purposes of this Section 7.6.6, “FATCA”
is deemed to include any amendments made to FATCA after the date of this Agreement.


 




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


 


Section
8 Increased Costs; Special Provisions for LIBOR Loans.


 


8.1 Increased
Costs.


 


(a) If
any Change in Law (i) imposes, modifies, or deems applicable any reserve (including any reserve imposed by the FRB, but excluding
any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit, or similar requirement
against assets of, deposits with, or for the account of, or credit extended by, any Lender; (ii) subject any Lender to any Taxes (other
than (A) Indemnified Taxes and (B) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes on any Lender any other condition affecting
its LIBOR Loans, its Note(s), or its obligation to make LIBOR Loans, and the result of anything described in clauses (i),
(ii) and (iii) above is to increase the cost to (or to impose a cost on) that Lender (or any LIBOR Office of that Lender)
of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by that Lender (or its LIBOR Office) under
this Agreement or under its Note(s) with respect thereto, then upon demand by that Lender (which demand must be accompanied by a statement
setting forth the basis for that demand and a calculation of the amount thereof in reasonable detail, a copy of which must be furnished
to Administrative Agent), Borrower shall pay directly to that Lender such additional amount as will compensate that Lender for that increased
cost or that reduction, so long as the applicable amounts have accrued on or after the day that is 180 days prior to the date on
which that Lender first made demand therefor.


 


(b) If
any Lender reasonably determines that any change in, or the adoption or phase-in of, any applicable law, rule, or regulation regarding
capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable
agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling any Lender
with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank,
or comparable agency, has or would have the effect of reducing the rate of return on that Lender’s or that controlling Person’s
capital as a consequence of that Lender’s obligations under this Agreement to a level below that which that Lender or that controlling
Person could have achieved but for that change, adoption, phase-in, or compliance (taking into consideration that Lender’s or that
controlling Person’s policies with respect to capital adequacy) by an amount deemed by that Lender or that controlling Person to
be material, then from time to time, upon demand by that Lender (which demand must be accompanied by a statement setting forth the basis
for that demand and a calculation of the amount thereof in reasonable detail, a copy of which must be furnished to Administrative Agent),
Borrower shall pay to that Lender such additional amount as will compensate that Lender or that controlling Person for that reduction,
so long as the applicable amounts have accrued on or after the day that is 180 days prior to the date on which that Lender first
made demand therefor.


 


8.2 Basis
for Determining Interest Rate Inadequate or Unfair.


 


(a) Administrative
Agent shall promptly notify the other parties of the following:


 


(i) Administrative
Agent reasonably determines (which determination will be binding and conclusive on Borrower) that by reason of circumstances affecting
the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or


 




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(ii) the
Required Lenders advise Administrative Agent that the LIBOR Rate as determined by Administrative Agent will not adequately and fairly
reflect the cost to those Lenders of maintaining or funding LIBOR Loans (taking into account any amount to which those Lenders may be
entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event
occurring after the date of this Agreement which in the opinion of those Lenders materially affects those Loans.


 


(b) So
long as any circumstances described in a notice delivered pursuant to Section 8.2(a) continue, (i) no Lender will be required
to make or convert any Base Rate Loans into LIBOR Loans, and (ii) each such Loan will, unless then repaid in full, automatically
convert to a Base Rate Loan.


 


8.3 Changes
in Law Rendering LIBOR Loans Unlawful. If, after the date of this Agreement, any change in, or the adoption of any new, law or regulation,
or any change in the interpretation of any applicable law or regulation by any governmental authority or other regulatory body charged
with the administration thereof, makes it (or in the good faith judgment of any Lender causes a substantial question as to whether it
is) unlawful for any Lender to make, maintain, or fund LIBOR Loans, then that Lender shall promptly notify each of the other parties to
this Agreement and, so long as those circumstances continue, (a) that Lender will not be required to make or convert any Base Rate
Loan into a LIBOR Loan (but that Lender shall, subject to the other terms of this Agreement, make Base Rate Loans concurrently with the
making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal
to the amount of LIBOR Loans which would be made or converted into by that Lender at that time in the absence of those circumstances),
and (b) each such LIBOR Loan will, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made
by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”)
will remain outstanding for the period corresponding to the LIBOR Loans of which that Affected Loan would be a part absent those circumstances.


 


8.4 Right
of Lenders to Fund through Other Offices. Each Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing
a foreign branch or Affiliate of that Lender to make that Loan, but each such Loan will be deemed to have been made by that Lender and
the obligation of Borrower to repay that Loan will be to that Lender and will be deemed held by the Lender, to the extent of that Loan,
for the account of that branch or Affiliate.


 


8.5 Mitigation
of Circumstances; Replacement of Lenders.


 


(a) Each
Lender shall promptly notify Borrower and Administrative Agent of any event of which it has knowledge that will result in, and will use
reasonable commercial efforts available to it (and not, in that Lender’s sole judgment, otherwise disadvantageous to that Lender)
to mitigate or avoid, (i) any obligation by Borrower to pay any amount pursuant to Sections 7.6 or 8.1 or (ii) the
occurrence of any circumstances described in Sections 8.2 or 8.3 (and, if any Lender has given notice of any such event
described in clause (i) or (ii) and thereafter that event ceases to exist, that Lender shall promptly so notify Borrower
and Administrative Agent). Without limiting the foregoing, each Lender shall designate a different funding office if that designation
will avoid (or reduce the cost to Borrower of) any event described in clause (i) or (ii) and that designation will
not, in that Lender’s sole judgment, be otherwise disadvantageous to that Lender.


 




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(b) If
Borrower become obligated to pay additional amounts to any Lender pursuant to Sections 7.6 or 8.1, or any Lender gives
notice of the occurrence of any circumstances described in Sections 8.2 or 8.3, then Borrower may designate another
financial institution that is acceptable to Administrative Agent in its reasonable discretion (a “Replacement Lender“)
to purchase the Loans of that Lender and that Lender’s rights under this Agreement, without recourse to or warranty by, or expense
to, that Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to that Lender plus any accrued
but unpaid interest on those Loans and all accrued but unpaid fees owed to that Lender and any other amounts owed to that Lender under
this Agreement and any other Loan Document, and to assume all the obligations of that Lender under this Agreement. Upon any such purchase
and assumption (pursuant to an Assignment Agreement), the applicable Lender will no longer be a party to this Agreement or have any rights
under this Agreement (other than rights with respect to indemnities and similar rights applicable to that Lender prior to the date of
that purchase and assumption) and will be relieved from all obligations to Borrower under this Agreement, and the Replacement Lender will
succeed to the rights and obligations of that Lender under this Agreement.


 


8.6 Conclusiveness
of Statements; Survival of Provisions. Determinations and statements of any Lender pursuant to Sections 8.1, 8.2,
or 8.3 will be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining
compensation under Section 8.1, and the provisions of Section 8.1 will survive repayment of the Obligations, cancellation
of any Note(s), and termination of this Agreement.


 


Section
9 REPRESENTATIONS AND WARRANTIES.


 


To induce Administrative Agent
and the Lenders to enter into this Agreement and to induce the Lenders to make Loans under this Agreement, Borrower represents and warrants
to Administrative Agent and the Lenders that:


 


9.1 Organization.
Each of the Loan Parties and their Subsidiaries is validly existing and in good standing under the laws of its jurisdiction of organization,
and each of the Loan Parties and their Subsidiaries is duly qualified to do business in each jurisdiction where, because of the nature
of its activities or properties, that qualification is required, except for any jurisdiction where the failure to so qualify could not
reasonably be expected to have a Material Adverse Effect.


 


9.2 Authorization;
No Conflict.


 


(a) Each
Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow
monies under this Agreement, and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is
a party.


 


(b) The
execution, delivery, and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower under
this Agreement, do not and will not (i) require any consent or approval of any governmental agency or authority (other than any consent
or approval that has been obtained and is in full force and effect); (ii) conflict with (A) any provision of law, (B) the
organizational documents or governing documents of any Loan Party, or (C) any material agreement, indenture, instrument, or other
document, or any judgment, order, or decree, that is binding upon any Loan Party or any of their respective properties; or (iii) require,
or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Administrative Agent
created pursuant to the Collateral Documents).


 


9.3 Validity
and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid, and
binding obligation of that Person, enforceable against that Person in accordance with its terms, subject to bankruptcy, insolvency, and
similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.


 




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9.4 Financial
Condition. The Financial Statements, copies of each of which have been delivered to each Lender, were prepared in accordance with
GAAP (subject, in the case of any such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present
fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as at the dates covered in the
Financial Statements and the results of their operations for the periods then ended.


 


9.5 No
Material Adverse Change. Since December 31, 2020, there has been no material adverse change in the financial condition, operations,
assets, business or properties of the Loan Parties and their Subsidiaries, taken as a whole.


 


9.6 Litigation
and Contingent Liabilities. No litigation (including derivative actions), arbitration proceeding or governmental investigation or
proceeding is pending or, to the Loan Parties’ knowledge, threatened against any of the Loan Parties and their Subsidiaries that
could reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than liability
incident to any such litigation or proceedings, none of the Loan Parties and their Subsidiaries has any material contingent liabilities
that are not listed in Schedule 9.6 or permitted by Section 11.1.


 


9.7 Ownership
of Properties; Liens. Each of the Loan Parties and their Subsidiaries owns good title to and, in the case of owned real property,
marketable title to, and in the case of leased real property, a valid leasehold interest in, all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights),
free and clear of all Liens, charges, and claims (including infringement claims with respect to any registered or issued patents, trademarks,
service marks, and copyrights owned by that Loan Party and/or that Subsidiary), except as permitted by Section 11.2. No financing
statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except
filings evidencing Permitted Liens and filings for which termination statements have been delivered to Administrative Agent.


 


9.8 Equity
Ownership. All issued and outstanding Equity Interests of each of the Loan Parties and their Subsidiaries are duly authorized and
validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of Administrative Agent, and all
such Equity Interests were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8
sets forth the authorized Equity Interests of each of the Loan Parties and their Subsidiaries as of the Closing Date. All of the issued
and outstanding Equity Interests of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company. As of the Closing Date,
except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights,
or other similar agreements or understandings for the purchase or acquisition of any Equity Interests of any of the Loan Parties and their
Subsidiaries.


 


9.9 Pension
Plans.


 


(a) The
Unfunded Liability of all Pension Plans does not in the aggregate exceed 20% of the Total Plan Liability for all such Pension Plans. Except
as could not reasonably be expected to result in a Material Adverse Effect, each Pension Plan complies with all applicable requirements
of law and regulations. No contribution failure under Section 430 of the Code, Section 303 of ERISA, or the terms of any Pension
Plan has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA or otherwise to
have a Material Adverse Effect. There are no pending or, to the knowledge of any Loan Party, threatened claims, actions, investigations,
or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or Borrower or other any member of the Controlled Group with
respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither
Borrower nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the
Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to
any material liability. Within the past five years, neither Borrower nor any other member of the Controlled Group has engaged in
a transaction that resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, except as could
not reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with
respect to any Pension Plan, except as could not reasonably be expected to have a Material Adverse Effect.


 




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(b) (i) All
contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by Borrower or any other member of
the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; (ii) neither Borrower
nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal
liability with respect to any such plan, or received notice of any claim or demand for withdrawal liability or partial withdrawal liability
from any such plan, and no condition has occurred which, if continued, could reasonably be expected to result in a withdrawal or partial
withdrawal from any such plan; and (iii) neither Borrower nor any other member of the Controlled Group has received any notice that
any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits
or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412
of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.


 


9.10 Investment
Company Act. No Loan Party is an “investment company” or a company “controlled” by an “investment company”
or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.


 


9.11 Compliance
with Laws. Each of the Loan Parties and their Subsidiaries is in compliance in all respects with the requirements of all laws and
all orders, writs, injunctions, and decrees applicable to it or to its properties, except where (a) that requirement of law or order,
writ, injunction, or decree is being contested in good faith by appropriate proceedings diligently conducted, or (b) the failure
to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


9.12 Regulation U.
Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing
or carrying Margin Stock.


 


9.13 Taxes.
Each of the Loan Parties and their Subsidiaries has timely filed all material tax returns and reports required by law to have been filed
by it and has paid all material Taxes and governmental charges due and payable with respect to each such return, except any such Taxes
or charges that (a) are not delinquent, (b) remain payable without penalty or interest, or (c) are being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on that Loan Party’s
or that Subsidiary’s books. The Loan Parties and their Subsidiaries have made adequate reserves on their books and records in accordance
with GAAP for all Taxes that have accrued but which are not yet due and payable. None of the Loan Parties or their Subsidiaries has participated
in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a
“reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when
the transaction was entered into).


 




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9.14 Solvency,
etc. On the Closing Date, and immediately prior to and after giving effect to each borrowing under this
Agreement and the use of the proceeds thereof, with respect to Borrower, individually, and the Loan Parties taken as a whole, (a) the
fair value of its or their assets is greater than the amount of its or their liabilities (including disputed, contingent and unliquidated
liabilities) as that value is established and liabilities evaluated in accordance with GAAP; (b) the present fair saleable value
of its or their assets is not less than the amount that will be required to pay the probable liability on its or their debts as they become
absolute and matured; (c) it is, and they are, able to realize upon its or their assets and pay its or their debts and other liabilities
(including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) it does not, and
they do not, intend to, and it does not, and they do not, believe that it or they will, incur debts or liabilities beyond its or their
ability to pay as those debts and liabilities mature; and (e) it is not, and they are not, engaged in or about to engage in business
or a transaction for which its or their property would constitute unreasonably small capital.


 


9.15 Environmental
Matters. The on-going operations of each of the Loan Parties and their Subsidiaries comply in all respects with all Environmental
Laws, except for non-compliance that could not (if enforced in accordance with applicable law) reasonably be expected to result, either
individually or in the aggregate, in a Material Adverse Effect. Each of the Loan Parties and their Subsidiaries has obtained, and maintained
in good standing, all licenses, permits, authorizations, registrations, and other approvals required under any Environmental Law and required
for their respective ordinary course operations, and for their reasonably anticipated future operations, and each of the Loan Parties
and their Subsidiaries is in compliance with all terms and conditions thereof, except where the failure to do so could not reasonably
be expected to result in material liability to any of the Loan Parties and their Subsidiaries and could not reasonably be expected to
result, either individually or in the aggregate, in a Material Adverse Effect. None of the Loan Parties and their Subsidiaries, and none
of the properties or operations of the Loan Parties and their Subsidiaries, is subject to, and none of the Loan Parties and their Subsidiaries
reasonably anticipates the issuance of, (a) any written order from or agreement with any federal, state, or local governmental authority,
or (b) any judicial or docketed administrative or other proceeding respecting any Environmental Law, Environmental Claim, or Hazardous
Substance that could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. There are
no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the
Closing Date, or relating to any waste disposal of any Loan Party or any Subsidiary thereof that could reasonably be expected to result,
either individually or in the aggregate, in a Material Adverse Effect. None of the Loan Parties and their Subsidiaries has any underground
storage tanks that are not properly registered or permitted under applicable Environmental Laws or that at any time have released, leaked,
disposed of or otherwise discharged Hazardous Substances that could reasonably be expected to result in material liability to any of the
Loan Parties and their Subsidiaries.


 


9.16 Insurance.
Set forth on Schedule 9.16 is a complete and accurate summary of the property and casualty insurance program of the Loan Parties
and their Subsidiaries as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types
of coverage, annual premiums, exclusions, deductibles, self-insured retention, and a description in reasonable detail of any self-insurance
program, retrospective rating plan, fronting arrangement, or other risk assumption arrangement involving any of the Loan Parties and their
Subsidiaries). Each of the Loan Parties and their Subsidiaries and their respective properties are insured with what are reasonably believed
by Borrower to be financially sound and reputable insurance companies that are not Affiliates of the Loan Parties, in such amounts, with
such deductibles, and covering such risks as are customarily carried by companies of similar size, engaged in similar businesses, and
owning similar properties in localities where the Loan Parties and their Subsidiaries operate.


 


9.17 Real
Property. Set forth on Schedule 9.17 is a complete and accurate list, as of the Closing Date, of the address of all real
property owned or leased by any of the Loan Parties and their Subsidiaries, together with, in the case of leased property, the name and
mailing address of the lessor of that property.


 




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9.18 Information.
All information (other than the projections and forecasts referred to below and information of a general economic or general industry
nature) heretofore or contemporaneously with this Agreement furnished in writing by any of the Loan Parties and their Subsidiaries to
Administrative Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated by this Agreement
is, and all written information (other than the projections and forecasts referred to below and information of a general economic or general
industry nature) hereafter furnished by or on behalf of any of the Loan Parties and their Subsidiaries to Administrative Agent or any
Lender pursuant to or in connection with this Agreement will be, when furnished, taken as a whole, true and accurate in all material respects
and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are
made (after giving effect to all supplements and updates thereto that are made in accordance with the terms of the Loan Documents). All
projections and forecasts provided by Borrower are based on good faith estimates and assumptions believed by Borrower to be reasonable
as of the date of the applicable projections or forecasts; provided that actual results during the period or periods covered by
any such projections and forecasts may differ materially from projected or forecasted results.


 


9.19 Location
of Bank Accounts. Schedule 9.19 sets forth a complete and accurate list as of the Closing Date of all deposit, checking, and
other bank accounts, all securities and other accounts maintained with any broker dealer or other securities intermediary, and all other
similar accounts maintained by each Loan Party, together with a description thereof (including the bank, broker dealer, or securities
intermediary at which each such account is maintained and the account number and the purpose thereof).


 


9.20 Burdensome
Obligations. None of the Loan Parties and their Subsidiaries is a party to any agreement or contract or subject to any restriction
contained in its organizational documents or its governing documents that could reasonably be expected to have a Material Adverse Effect.


 


9.21 Intellectual
Property. Except as set forth on Schedule 9.21, each of the Loan Parties and their Subsidiaries owns or licenses or otherwise
has the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, trade names,
copyrights, copyright applications, franchises, authorizations, non-governmental licenses and permits, and other intellectual property
rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person
with respect thereto, except for any infringements and conflicts that, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect. Set forth on Schedule 9.21 is a complete and accurate list as of the Closing Date of all such
material licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights,
copyright applications, franchises, authorizations, non-governmental licenses and permits, and other intellectual property rights of each
of the Loan Parties and their Subsidiaries. No slogan or other advertising device, product, process, method, substance, part, or other
material now employed, or now contemplated to be employed, by any of the Loan Parties and their Subsidiaries infringes upon or conflicts
with any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened, except
for any infringements and conflicts that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. To each Loan Party’s knowledge, no patent, invention, device, application, principle, or any statute, law, rule, regulation,
standard, or code is pending or proposed, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


9.22 Material
Contracts. Set forth on Schedule 9.22 is a complete and accurate list as of the Closing Date of all Material Contracts of each
of the Loan Parties and their Subsidiaries, showing the parties and subject matter thereof and amendments and modifications thereto. Each
such Material Contract (a) is in full force and effect and is binding upon and enforceable against each of the Loan Parties and their
Subsidiaries that is a party thereto and, to each Loan Party’s knowledge, all other parties thereto in accordance with its terms;
(b) has not been otherwise amended or modified; (c) is not in default due to the action of any of the Loan Parties and their
Subsidiaries or, to the knowledge of any Loan Party, any other party thereto and (d) is not, to the knowledge of any Loan Party, subject
of any likely or potential breach, default, termination, cancellation, repudiation, non-renewal or abandonment by any party thereto.


 




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9.23 Employee
and Labor Matters. There is (a) no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened
against any Loan Party or any Subsidiary thereof before any governmental authority and no grievance or arbitration proceeding pending
or threatened against any of the Loan Parties and their Subsidiaries that arises out of or under any collective bargaining agreement;
(b) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any of the Loan Parties
and their Subsidiaries; or (c) to the knowledge of each Loan Party, no union representation question existing with respect to the
employees of any of the Loan Parties and their Subsidiaries and no union organizing activity taking place with respect to any of the employees
of any of the Loan Parties and their Subsidiaries. None of the Loan Parties and their ERISA Affiliates has incurred any liability or obligation
under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law that remains unpaid or unsatisfied.
The hours worked and payments made to employees of each of the Loan Parties and their Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable legal requirements, except to the extent any such violations could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any of the Loan Parties and
their Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability
on the books of that Loan Party or that Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


9.24 No
Bankruptcy Filing. None of the Loan Parties and their Subsidiaries is contemplating either an Insolvency Proceeding or the liquidation
of all or a major portion of that Loan Party’s or that Subsidiary’s assets or property, and no Loan Party has any knowledge
of any Person contemplating an Insolvency Proceeding against any of the Loan Parties and their Subsidiaries.


 


9.25 Name;
Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN. Schedule 9.25
sets forth a complete and accurate list as of the Closing Date of (a) the exact legal name of each of the Loan Parties and their
Subsidiaries; (b) the jurisdiction of organization of each of the Loan Parties and their Subsidiaries; (c) the organizational
identification number of each Loan Party (or indicates that that Loan Party has no organizational identification number); (d) each
place of business of each of the Loan Parties and their Subsidiaries; (e) the chief executive office of each of the Loan Parties
and their Subsidiaries; and (f) the federal employer identification number of each Loan Party.


 


9.26 Locations
of Collateral. There is no location at which any Loan Party has any Collateral (except for inventory in transit in the ordinary course
of business) other than those locations listed on Schedule 9.26. Schedule 9.26 contains a true, correct, and complete
list, as of the Closing Date, of the names and addresses of each warehouse at which Collateral of each Loan Party is stored. None of the
receipts received by any Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order
of a named Person or to a named Person and that named Person’s assigns.


 




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9.27 Security
Interests. The Guaranty and Collateral Agreement creates in favor of Administrative Agent, for
the benefit of Administrative Agent and the Lenders, a legal, valid, and enforceable security interest in the Collateral. Upon the filing
of the UCC-1 financing statements described in Section 12.1.15 and the recording of the collateral assignments referred to
in the Guaranty and Collateral Agreement in the United States Patent and Trademark Office and the United States Copyright Office, as applicable,
the security interests in and Liens on the Collateral granted under the Guaranty and Collateral Agreement will be perfected, first-priority
security interests, and no further recordings or filings are or will be required in connection with the creation, perfection, or enforcement
of those security interests and Liens, other than (a) the filing of continuation statements in accordance with applicable law; (b) the
recording of the collateral assignments referred to in the Guaranty and Collateral Agreement in the United States Patent and Trademark
Office and the United States Copyright Office, as applicable, with respect to after-acquired U.S. patent and trademark applications and
registrations and U.S. copyrights; and (c) the recordation of appropriate evidence of the security interest in the appropriate foreign
registry with respect to all foreign intellectual property.


 


9.28 No
Default. No Default or Event of Default exists or would result from the incurrence by any Loan Party of any Debt under this Agreement
or under any other Loan Document.


 


9.29 Hedging
Agreements. None of the Loan Parties and their Subsidiaries is a party to, nor will it be a party to, any Hedging Agreement other
than a bona fide (not speculative) unsecured Hedging Agreement, in form and substance reasonably acceptable to Administrative Agent.


 


9.30 OFAC.
Each of Borrower and its Subsidiaries is and will remain in compliance in all material respects with all U.S. economic sanctions laws,
Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act
and all regulations issued pursuant to it. None of Borrower, its Subsidiaries or its or their respective Affiliates is (a) a Person
designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”)
with which a U.S. Person cannot deal with or otherwise engage in business transactions; (b) a Person who is otherwise the target
of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with that Person; or
(c) controlled by (including, without limitation ,by virtue of that Person being a director or owning voting shares or interests),
or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the target of U.S. economic
sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under
U.S. law.


 


9.31 Patriot
Act. Each of Borrower and its Subsidiaries and its and their Affiliates are in compliance with (a) the Trading with the Enemy
Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended)
and any other enabling legislation or executive order relating thereto; (b) the Patriot Act; and (c) other federal or state
laws relating to “know your customer” and anti-money laundering rules and regulations. No part of the proceeds of any
Loan will be used directly or indirectly for any payments to any government official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.


 


9.32 Holding
Company. The Company is not and has not, directly or indirectly, engaged in any business activities, does not hold and has not held
any material assets, has not granted any Lien, and has not incurred any Debt (other than the Debt to be Repaid), other than (a) acting
as a holding company and transactions incidental thereto; (b) entering into the Loan Documents and the transactions required in this
Agreement or permitted in this Agreement to be performed by the Company; (c) entering into engagement letters and similar agreements with
attorneys, accountants, and other professionals; (d) issuing Equity Interests and performing its obligations under its organizational
documents, its governing documents, and agreements with the holders of its Equity Interests; and (e) hiring a limited number of employees;
and (f) entering into contracts from time to time that are made in the ordinary course of business consistent with past practices of the
Company.


 




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9.33 Customers
and Suppliers. There exists no actual or threatened termination, cancellation, or limitation of, or modification to or change in,
the business relationship between (a) any of the Loan Parties and their Subsidiaries, on the one hand, and any customer or any group
thereof, on the other hand, whose agreements with any of the Loan Parties and their Subsidiaries are individually or in the aggregate
material to the business or operations of any of the Loan Parties and their Subsidiaries; or (b) of the Loan Parties and their Subsidiaries,
on the one hand, and any supplier or any group thereof, on the other hand, whose agreements with any of the Loan Parties and their Subsidiaries
are individually or in the aggregate material to the business or operations of any of the Loan Parties and their Subsidiaries. To the
Loan Parties’ knowledge there exists no present state of facts or circumstances that could reasonably be expected to give rise to
or result in any such termination, cancellation, limitation, modification or change.


 


9.34 Computex
Sale Process. As of the date hereof, (a) the Company has engaged Truist to assist and advise in connection with the Computex Sale
and such engagement is in full force and effect and has not been terminated or rescinded; and (b) the Company and its Board of Directors
have approved, and are pursuing consummation of the Computex Sale.


 


Section
10 AFFIRMATIVE COVENANTS.


 


Until Payment in Full, Borrower
shall, unless at any time the Required Lenders otherwise expressly consent in writing, do the following:


 


10.1 Reports,
Certificates and Other Information. Furnish to Administrative Agent and each Lender:


 


10.1.1 Annual
Report. Promptly when available and in any event within 110 days after the close of each Fiscal Year: (a) a copy of the
annual audit report of the Company and its Subsidiaries for that Fiscal Year, including consolidated and consolidating (i.e., showing
separate detail on Computex and Kandy) balance sheets and statements of earnings and cash flows of the Company and its Subsidiaries as
at the end of that Fiscal Year, certified without adverse reference to going concern value and without qualification by independent auditors
of recognized standing selected by the Company and reasonably acceptable to Administrative Agent, together with (i) a written statement
from those accountants to the effect that in making the examination necessary for the signing of that annual audit report by those accountants,
nothing came to their attention that caused them to believe that Borrower was not in compliance with any provision of Section 11.11
insofar as that provision relates to accounting matters or, if something has come to their attention that caused them to believe that
Borrower was not in compliance with any such provision, describing that non-compliance in reasonable detail; and (ii) a comparison
with the budget for that Fiscal Year and a comparison with the previous Fiscal Year; and (b) a balance sheet of the Company and its
Subsidiaries as of the end of that Fiscal Year and statement of earnings and cash flows for the Company and its Subsidiaries for that
Fiscal Year, certified by a Senior Officer of the Company.


 


10.1.2 Interim
Reports. Promptly when available and in any event (i) within 30 days after the end of each of the first two months of each Fiscal
Quarter and (ii) within 45 days after the end of each month that is the last month of each Fiscal Quarter, (a) internally prepared consolidated
and consolidating balance sheets of the Company and its Subsidiaries as of the end of that month, together with consolidated and consolidating
statements of earnings and a consolidated and consolidating statement of cash flows for that month and for the period beginning with the
first day of that Fiscal Year and ending on the last day of that month, together with a comparison with the corresponding period of the
previous Fiscal Year and a comparison with the budget for that period of the current Fiscal Year, together with a management discussion
and analysis, all certified by a Senior Officer of the Company and (b) a written statement containing details reasonably requested by
the Administrative Agent on (i) the Company’s revenue for such month (including whether recurring), (ii) the Company’s
business pipeline and progress to plan and (iii) actual or potential significant contract wins and losses.


 




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10.1.3 Compliance
Certificates. Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 10.1.1 and
each set of monthly statements pursuant to Section 10.1.2, a duly completed compliance certificate in the form of Exhibit
B, with appropriate insertions, dated the date of that annual report or those statements and signed by a Senior Officer of the Company,
containing (a) a computation of each of the financial ratios and restrictions set forth in Section 11.11; (b)  a
certification to the effect that that Senior Officer has not become aware of any Default or Event of Default that has occurred and is
continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it and a certification to the effect
that that Senior Officer has not become aware of any Default or Event of Default that has occurred and is continuing or, if there is any
such event, describing it and the steps, if any, being taken to cure it; and (c) a written statement of the Company’s management
setting forth a discussion of the Company’s and its Subsidiaries’ financial condition, changes in financial condition, and
results of operations.


 


10.1.4 Reports
to the SEC and to Shareholders. Promptly upon the filing or sending thereof, copies of all regular, periodic, or special reports of
any Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed with the SEC (other than on Form S-8);
and copies of all proxy statements or other communications made to security holders generally.


 


10.1.5 Notice
of Default, Litigation, and ERISA Matters. Provide written notice describing the below within the time period described and the steps
being taken by the Loan Parties and their Subsidiaries affected thereby with respect thereto:


 


(a) promptly,
and in any event within three (3) Business Days, the occurrence of a Default or an Event of Default;


 


(b) promptly,
and in any event within three (3) Business Days (or, if earlier, on or prior to the date of any public disclosure thereof), the commencement
of, or any material development in, any litigation or proceeding affecting any of the Loan Parties and their Subsidiaries or their respective
property (i) in which the amount of damages claimed is $750,000 (or its equivalent in another currency or currencies) or more in
the aggregate for all such litigations or proceedings; (ii) in which the relief sought is an injunction or other stay of the performance
of this Agreement or any other Loan Document; or (iii) which, if adversely determined, could reasonably be expected to have a Material
Adverse Effect;


 


(c) promptly,
and in any event within three (3) Business Days (or, if earlier, on or prior to the date of any public disclosure thereof), (i) the
institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan; (ii) the failure
of any member of the Controlled Group to make a required contribution to any Pension Plan (if that failure is sufficient to give rise
to a Lien under Section 303(k) of ERISA) or to any Multiemployer Pension Plan; (iii) the taking of any action with respect to
a Pension Plan that could result in the requirement that any Loan Party furnish a bond or other security to the PBGC or that Pension Plan;
(iv) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan that could result in the incurrence
by any member of the Controlled Group of any material liability, fine, or penalty (including any claim or demand for withdrawal liability
or partial withdrawal from any Multiemployer Pension Plan); (v) any material increase in the contingent liability of any Loan Party
with respect to any post-retirement welfare benefit plan or other employee benefit plan of any of the Loan Parties and their Subsidiaries;
or (vi) any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid
a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required
under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent;


 




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(d) promptly,
and in any event within three (3) Business Days (or, if earlier, on or prior to the date of any public disclosure thereof), any cancellation
or material change in any insurance maintained by any Loan Party;


 


(e) promptly,
and in any event within three (3) Business Days (or, if earlier, on or prior to the date of any public disclosure thereof), any violation
of, or non-compliance with, any material requirement of law by any Loan Party, which could reasonably be expected to have a Material Adverse
Effect; or


 


(f) promptly,
and in any event within three (3) Business Days (or, if earlier, on or prior to the date of any public disclosure thereof), any other
event (including (i) any violation of any Environmental Law or the assertion of any Environmental Claim, or (ii) the enactment
or effectiveness of any law, rule, or regulation) that could reasonably be expected to have a Material Adverse Effect.


 


10.1.6 Real
Estate. Promptly upon any of the Loan Parties and their Subsidiaries acquiring or leasing any real property after the Closing Date,
an updated version of Schedule 9.17 showing information as of the date of delivery.


 


10.1.7 Management
Reports. Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to Borrower by independent
auditors in connection with each annual or interim audit made by those auditors of the books of Borrower.


 


10.1.8 Projections.
As soon as practicable, and in any event not later than 30 days before the commencement of each Fiscal Year, financial projections
for the Company and its Subsidiaries for that Fiscal Year (including a business plan, monthly operating and cash flow budgets and a capital
expenditures budget) prepared in a manner consistent with the projections delivered by Borrower to Administrative Agent prior to the Closing
Date or otherwise in a manner reasonably satisfactory to Administrative Agent, accompanied by a certificate of a Senior Officer of Borrower
to the effect that (a) the projections were prepared by the Company in good faith; (b) the Company has a reasonable basis for
the assumptions contained in the projections, as of the date of delivery; and (c) the projections have been prepared in accordance
with those assumptions (it being recognized by Administrative Agent and the Lenders that any projections and forecasts provided by the
Company are based on good-faith estimates and assumptions believed by the Company to be reasonable as of the date of the applicable projections
or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ materially
from projected or forecasted results).


 


10.1.9 Material
Contract Notices. Promptly following receipt, copies of any material notices (including notices of default) received in connection
with any Material Contract.


 


10.1.10 Information
Systems. Not less than six (6) months prior to the commencement of any program or process to implement a material change, consolidation
or modification of a Loan Party’s information technology and/or enterprise resource planning software system, such Loan Party shall
provide notice of such proposed change, consolidation or modification to Administrative Agent. From the commencement of such program or
process through the completion of such change, consolidation or modification, Borrower shall provide Administrative Agent an update on
the progress of such change, consolidation or modification concurrently with the delivery of the written statement required to be delivered
pursuant to clause (c) of Section 10.1.3 relating to Borrower’s financial condition, changes in financial condition and results
of operations.


 




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10.1.11 Other
Information. Promptly from time to time, all other information (including, without limitation, business or financial data, reports,
appraisals and projections) concerning any of the Loan Parties and their Subsidiaries or their respective properties or business as any
Lender or Administrative Agent reasonably requests.


 


10.1.12 Computex
Sale Process; Equity Issuance. On a weekly basis, (a)(i) a status report on the Computex Sale process, including any indications of
interest received by the Company or its advisors and confidentiality agreements signed in connection therewith, proposed terms and progress
toward definitive agreements and documentation and other reasonable details and information (including any changes to expected timing
or valuation and applicable exclusivity terms) and (ii) copies of any documentation prepared or received in connection with the Computex
Sale (including letters or other indications of interest, confidentiality agreements, exclusivity arrangements and drafts of definitive
documentation; (b) a status report on the Company’s endeavors to raise cash proceeds through issuance of Equity Interests, including
advisors who have been engaged, indications of interest, proposed terms and other reasonable details and information and (c) if reasonably
requested by the Administrative Agent, telephone conference calls with applicable senior management of the Company to discuss status and
details relating to the matters referenced in the foregoing clauses (a) and (b).


 


10.1.13 Liquidity;
Plan. On a weekly basis, a status report on the Company’s liquidity profile, including current cash balances and other immediately
available cash and cash equivalents, and updates on the Company’s optimization and efficiency measures and progress toward plans
and forecast (including updates to cash forecast).


 


10.2 Books,
Records, and Inspections. Keep, and cause each of the Loan Parties and their Subsidiaries to keep, its books and records in accordance
with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each
other Loan Party and each Subsidiary of each Loan Party to permit, Administrative Agent or any representative, agent, or advisor thereof
to inspect the properties and operations of the Loan Parties and their Subsidiaries; and permit, and cause each other Loan Party and each
Subsidiary of each Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event
of Default exists), Administrative Agent or any representative, agent, or advisor thereof to visit any or all of its offices, to discuss
its financial matters with its officers and its independent auditors (and Borrower hereby authorizes all such independent auditors to
discuss those financial matters with any Lender or Administrative Agent or any representative, agent, or advisor thereof), and to examine
(and photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party and each Subsidiary of each
Loan Party to permit, Administrative Agent and its representatives, agents, and advisors to inspect the inventory and other tangible assets
of the Loan Parties and their Subsidiaries, to perform appraisals of the equipment of the Loan Parties and their Subsidiaries, and to
inspect, audit, conduct physical counts and perform valuations thereof, and to audit, check and make copies of and extracts from the books,
records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to inventory, accounts,
and any other Collateral; provided that only Administrative Agent on behalf of the Lenders may exercise rights under this Section
10.2 and Administrative Agent shall not exercise such rights more often than four times during any Fiscal Year absent the existence of
an Event of Default. All such visits, inspections, appraisals or audits by Administrative Agent and its representatives, agents, and advisors
will be at Borrower’s expense; provided that, so long as no Event of Default has occurred and is continuing, the Borrower
shall only be obligated to reimburse Administrative Agent and any such authorized representative for the expenses of three such visits
and inspection per Fiscal Year.


 




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10.3 Maintenance
of Property; Insurance.


 


(a) Keep,
and cause each of the Loan Parties and their Subsidiaries to keep, all property useful and necessary in the business of the Loan Parties
and their Subsidiaries in good working order and condition, ordinary wear and tear excepted.


 


(b) Maintain,
and cause each of the Loan Parties and their Subsidiaries to maintain, with responsible insurance companies, all insurance coverage as
may be required by any law or governmental regulation or court decree or order applicable to it, general liability insurance and business
interruption insurance in such amounts and duration, and with such deductibles, as are acceptable to Administrative Agent in its reasonable
determination, and all other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies
similarly situated, but which must insure against all risks and liabilities of the type identified on Schedule 9.16 and must
have insured amounts no less than, and deductibles no higher than, those set forth on that schedule; and, upon request of Administrative
Agent or any Lender, furnish to Administrative Agent or that Lender original or electronic copies of policies evidencing that insurance
and a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by the Loan Parties and their Subsidiaries.
Borrower shall cause each issuer of an insurance policy in respect of any Loan Party to provide Administrative Agent with an endorsement
(i) showing Administrative Agent as lender’s loss payee with respect to each policy of property or casualty insurance and naming
Administrative Agent as an additional insured with respect to each policy of liability insurance; (ii) providing that 30 days’
notice will be given to Administrative Agent prior to any cancellation of, material reduction or change in coverage provided by or other
material modification to that policy; and (iii) reasonably acceptable in all other respects to Administrative Agent. Each Loan Party
shall execute and deliver to Administrative Agent a collateral assignment, in form and substance satisfactory to Administrative Agent,
of each business interruption insurance policy maintained by that Loan Party.


 


(c) In
the event Borrower fails to provide Administrative Agent with evidence of the insurance coverage required by Section 10.3(b), Administrative
Agent may purchase insurance at Borrower’s expense, after notice to Borrower, to protect Administrative Agent’s and the
Lenders’ interests in the Collateral. This insurance may, but need not, protect any Loan Party’s interests. The coverage that
Administrative Agent purchases might not pay any claim that is made against any Loan Party in connection with the Collateral. Borrower
may later cancel any insurance purchased by Administrative Agent, but only after providing Administrative Agent with evidence that
Borrower has obtained insurance as required by this Agreement. If Administrative Agent purchases insurance for the Collateral, Borrower
will be responsible for the costs of that insurance, including interest and any other charges that might be imposed in connection
with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance
may be added to the principal amount of the Loans owing under this Agreement. The costs of the insurance may be more than the
cost of the insurance the Loan Parties might be able to obtain on their own.


 


10.4 Compliance
with Laws; Payment of Taxes and Liabilities.


 


(a) Comply,
and cause each of the Loan Parties and their Subsidiaries to comply, in all respects with all applicable laws, rules, regulations, decrees,
orders, judgments, licenses, and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect;


 


(b) Without
limiting Section 10.4(a), ensure, and cause each of the Loan Parties and their Subsidiaries to ensure, that no Person who owns
a controlling interest in or otherwise controls any of the Loan Parties and their Subsidiaries is (i) listed on the SDN List
maintained by OFAC and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order, or regulation;
or (ii) a Person designated under Section 1(b), (c), or (d) of Executive Order No. 13224 (September 23, 2001), any
related enabling legislation, or any other similar Executive Orders.


 




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(c) Without
limiting Section 10.4(a), comply, and cause each of the Loan Parties and their Subsidiaries to comply, with all applicable Bank
Secrecy Act and anti-money laundering laws and regulations.


 


(d) File
all federal, state and other tax returns and reports required to be filed, and cause each of the Loan Parties and their Subsidiaries to
pay all federal, state and other taxes, assessment, fees and other governmental charges levied or imposed upon them or their properties,
income or assets as the same shall become due and payable,, but none of the Loan Parties and their Subsidiaries will be required under
this Section 10.4(d) to pay any such tax or charge so long as the failure to do so could not reasonable be expected to have a material
adverse effect or that Loan Party or that Subsidiary is contesting the validity thereof in good faith by appropriate proceedings and has
set aside on its books adequate reserves with respect thereto in accordance with GAAP, and, in the case of a claim that could become a
Lien on any Collateral, those contest proceedings stay the foreclosure of that Lien or the sale of any portion of the Collateral to satisfy
that claim.


 


10.5 Maintenance
of Existence, etc. Maintain and preserve, and (subject to Section 11.4) cause each of the Loan Parties and their Subsidiaries
to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification
to do business and good standing in each jurisdiction where the nature of its business makes that qualification necessary (other than
any such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse
Effect).


 


10.6 Use
of Proceeds. Use the proceeds of the Loans solely to repay the Debt to be Repaid, for working capital purposes, and for other general
business purposes; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.


 


10.7 Employee
Benefit Plans.


 


(a) Maintain,
and cause each other member of the Controlled Group to maintain, each Pension Plan in compliance with all applicable requirements of law
and regulations.


 


(b) Make,
and cause each other member of the Controlled Group to make, on a timely basis, all required contributions to any Multiemployer Pension
Plan.


 


(c) Not,
and not permit any other member of the Controlled Group to, (i) seek a waiver of the minimum funding standards of ERISA, (ii) terminate
or withdraw from any Pension Plan or Multiemployer Pension Plan or (iii) take any other action with respect to any Pension Plan that
could reasonably be expected to entitle the PBGC to terminate, impose liability in respect of, or cause a trustee to be appointed to administer,
any Pension Plan, unless the actions or events described in clauses (i), (ii), and (iii) individually or
in the aggregate could not reasonably be expected to have a Material Adverse Effect.





 




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10.8 Environmental
Matters. If any release or threatened release or other disposal of Hazardous Substances occurs or has occurred
on any real property or any other assets of any of the Loan Parties and their Subsidiaries, then Borrower shall, or shall cause the applicable
Loan Party or the applicable Subsidiary of a Loan Party to, cause the prompt containment and removal of those Hazardous Substances and
the remediation of that real property or other assets as necessary to comply with all applicable Environmental Laws and to preserve in
all material respects the value of that real property or other assets. Without limiting the generality of the foregoing, Borrower shall,
and shall cause the Loan Parties and their Subsidiaries to, comply with any applicable federal or state judicial or administrative order
requiring the performance at any real property of any of the Loan Parties and their Subsidiaries of activities in response to the release
or threatened release of a Hazardous Substance. To the extent that the transportation of Hazardous Substances is permitted by this Agreement,
Borrower shall, and shall cause their Subsidiaries to, dispose of all Hazardous Substances, or of any other wastes, only at licensed disposal
facilities operating in compliance with Environmental Laws.


 


10.9 Further
Assurances. Take, and cause each other Loan Party to take, all actions as are necessary or as Administrative Agent or the Required
Lenders reasonably request from time to time to ensure that the Obligations of each Loan Party under the Loan Documents are secured by
a first-priority perfected Lien in favor of Administrative Agent (subject to Permitted Liens) on substantially all of the assets of each
Loan Party (as well as all Equity Interests of each Excluded Foreign Subsidiary, except that no more than 65% of all Equity Interests
and 100% of the non-voting stock of each Excluded Foreign Subsidiary will be required to be pledged) and guaranteed by each Loan Party
(including, immediately upon the acquisition or creation thereof (or any longer period Administrative Agent agrees to in its sole discretion),
any Subsidiary acquired or created after the Closing Date, but excluding each Excluded Foreign Subsidiary),in each case to the extent
determined by Administrative Agent, in its sole discretion, not to be prohibited by applicable law and as Administrative Agent reasonably
determines, including (i) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages (including, without
limitation, leasehold mortgages), deeds of trust (including, without limitation, leasehold deeds of trust), financing statements, opinions
of counsel, and other documents, in each case in form and substance reasonably satisfactory to Administrative Agent, and the filing or
recording of any of the foregoing; (ii) the delivery of certificated securities and other Collateral with respect to which perfection
is obtained by possession; and (iii) with respect to any real property acquired by any Loan Party after the Closing Date, the delivery
(to the extent requested by Administrative Agent) within 60 days after the date that real property was acquired (or any longer period
Administrative Agent agrees to in its sole discretion) of a duly executed Mortgage with respect to that real property providing for a
fully perfected Lien, in favor of Administrative Agent, in all right, title and interest of the applicable Loan Party in that real property,
together with all Mortgage-Related Documents and a legal opinion of special counsel for the applicable Loan Party for the state in which
that real property is located in form and substance reasonably acceptable to Administrative Agent. Notwithstanding any provision of this
Agreement to the contrary, in no event will more than 65% of the total combined voting power of all classes of stock and 100% of the non-voting
stock of any Excluded Foreign Subsidiary of any Loan Party be required to be pledged to secure or otherwise indirectly secure the Obligations,
and, for the avoidance of doubt, no Excluded Foreign Subsidiary will be required to be a guarantor of any Obligations unless specifically
agreed to by Borrower.


 


10.10 Deposit
Accounts. Unless Administrative Agent otherwise consents in writing, maintain, and cause each other Loan Party to maintain, all of
their deposit accounts and securities accounts, other than Excluded Deposit Accounts, with an institution that has entered into one or
more Control Agreements with Administrative Agent and the applicable Loan Party granting “control” (as defined in the UCC)
of each applicable account to Administrative Agent.


 


10.11 Computex
Sale / Sale Milestones.


 


(a) Use
reasonable best efforts to consummate, or cause the consummation of, the Computex Sale in a manner and on terms reasonably satisfactory
to the Administrative Agent and to comply with and satisfy the sale process milestones relating thereto, in each case, in accordance with
the terms, conditions and timeframes set forth on Schedule 10.11.


 




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(b) To
the extent the Computex Sale has not been consummated by the date that is six (6) months following the Closing Date, at the election of
the Administrative Agent, the Company shall (i) provide all reasonable and necessary cooperation with and to the Administrative Agent
in appointing and engaging new advisors or consultants (any such entity, a “New Advisor”) selected by the Administrative
Agent in its sole reasonable discretion to assist with (x) managing the Computex Sale process on behalf of the Company and Computex, (y) advising
the Company in its endeavors to raise cash proceeds through new issuances of Equity Interests and (z) advising the Company on budgetary
and optimization and efficiency measures and plans, in each case, in a manner and on terms reasonably acceptable to the Administrative
Agent; (ii) adhere to and comply with revised milestones in respect of the Computex Sale process as may be reasonably determined
by the Administrative Agent in consultation and coordination with a New Advisor and the Company; and (iii) comply with updated budgets
and forecasts and optimization and efficiency measures as are reasonably recommended by a New Advisor and acceptable to the Administrative
Agent in its reasonable discretion.


 


Section
11 NEGATIVE COVENANTS


 


Until Payment in Full, Borrower
shall, unless at any time the Required Lenders otherwise expressly consent in writing, do the following:


 


11.1 Debt.
Not, and not permit any of the Loan Parties and their Subsidiaries to, create, incur, assume, or suffer to exist any Debt, except the
following:


 


(a) Obligations
under this Agreement and the other Loan Documents;


 


(b) Debt
of any of the Loan Parties and their Subsidiaries secured by Liens permitted by Section 11.2(d), and extensions, renewals,
replacements, and refinancings thereof, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $500,000;


 


(c) Debt
of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form and substance reasonably
satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Collateral Documents as additional
collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of the
Loan Parties under the Loan Documents (including the Obligations of Borrower under this Agreement) in a manner reasonably satisfactory
to Administrative Agent;


 


(d) Debt
arising in connection with endorsement of instruments for deposit in the ordinary course of business;


 


(e) Debt
of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase
Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long
as the aggregate amount of all such Debt at any time outstanding does not exceed $500,000;


 


(f) unsecured
Hedging Obligations in an aggregate amount not to exceed $50,000 incurred for bona fide hedging purposes and not for speculation with
respect to risks arising in the ordinary course of Borrower’s business;


 


(g) Debt
described on Schedule 11.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount
thereof is not increased;


 


(h) the
Debt to be Repaid (so long as that Debt is repaid on the Closing Date with the proceeds of the initial Loans under this Agreement);


 




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(i) Contingent
Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties and their Subsidiaries in
favor of purchasers in connection with dispositions permitted under Section 11.4, and (ii) the guaranty by any of the
Loan Parties and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another
Loan Party or any Subsidiary thereof;


 


(j) unsecured
Debt incurred for the sole purpose of financing insurance premiums, including without limitation, directors and officers liability insurance
premiums, all on terms acceptable to Administrative Agent, in an aggregate outstanding amount not to exceed $2,500,000 at any time;


 


(k) Debt
owed by any Foreign Subsidiary to a Loan Party to the extent of advances made to such Foreign Subsidiary pursuant to and in accordance
with clause (m) of Section 11.9;


 


(l) unsecured
Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course
of business; and


 


(m) any
unsecured Debt (other than indebtedness for borrowed money) not to exceed $50,000 in the aggregate at any time outstanding.


 


11.2 Liens.
Not, and not permit any of the Loan Parties and their Subsidiaries to, create or permit to exist any Lien on any of its real or personal
properties, assets, or rights of whatsoever nature (whether now owned or hereafter acquired), except the following:


 


(a) Liens
for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested
in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution
or other enforcement of which is effectively stayed;


 


(b) Liens
arising in the ordinary course of business any of the Loan Parties and their Subsidiaries (such as (i) Liens of carriers, warehousemen,
mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection
with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or
in connection with surety bonds, bids, performance bonds, and similar obligations) for sums not overdue or being diligently contested
in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or
services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of
which is effectively stayed;


 


(c) Liens
described on Schedule 11.2 as of the Closing Date and renewals and extensions thereof on the assets currently subject to those
Liens;


 


(d) subject
to the limitation set forth in Section 11.1(b), the following: (i) Liens arising in connection with Capital Leases (and
attaching only to the property being leased); (ii) Liens existing on property at the time of the acquisition thereof by any of the
Loan Parties and their Subsidiaries (and not created in contemplation of that acquisition); and (iii) Liens that constitute purchase
money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring
that property, so long as any such Lien attaches to the applicable property within 20 days of the acquisition thereof and attaches
solely to the property so acquired;


 


(e) easements,
rights of way, restrictions (including zoning restrictions), covenants, encroachments, and other similar real estate charges or encumbrances,
minor defects or irregularities in title, and other similar real estate Liens not interfering in any material respect with the ordinary
conduct of the business of any Loan Party or any Subsidiary thereof;


 




    44


     


    

 


(f) leases,
subleases, licenses, or sublicenses of the assets or properties of any of the Loan Parties and their Subsidiaries, in each case entered
into in the ordinary course of business and not interfering in any material respect with the business of any of the Loan Parties and their
Subsidiaries;


 


(g) customary
set-off rights against depository accounts permitted under this Agreement in favor of banks at which any of the Loan Parties and their
Subsidiaries maintains any such depository accounts, so long as those set-off rights secure only the obligations of that Loan Party or
that Subsidiary to pay ordinary course fees and bank charges;


 


(h) Liens
consisting of precautionary filings of UCC financing statements filed with respect to Operating Leases permitted under this Agreement
and any interest of title of a lessor under any Operating Lease permitted under this Agreement;


 


(i) Liens
arising under the Loan Documents;


 


(j) Liens
on insurance policies or the proceeds thereof granted in the ordinary course of business so secure the financing of insurance premiums
with respect to such insurance policies;


 


(k) Liens
in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising
under ERISA);


 


(l) Liens
arising from judgments in circumstances not constituting an Event of Default; and


 


(m) Other
Liens securing obligations in an aggregate amount not to exceed $50,000.


 


11.3 Restricted
Payments. Not, and not permit any of the Loan Parties and their Subsidiaries to, (a) make any dividend or distribution to any
holders of its Equity Interests; (b) purchase or redeem any of its Equity Interests; (c) pay any management fees, transaction-based
fees, or similar fees to any of its equity holders or any Affiliate thereof; (d) make any payment on account of Debt that has been
contractually subordinated in right of payment to the Obligations if that payment is not permitted at that time under the applicable subordination
terms and conditions; (e) make any prepayment of any unsecured Debt or any Debt secured by a Lien that is junior to the Liens securing
the Obligations; (f) set aside funds for any of the foregoing; or (g) make any payment in respect of consulting service fees and
expenses pursuant to the Services Agreement or any other consulting or advisory arrangements, except that (A) any Subsidiary may pay dividends
or make other distributions to a Loan Party and any Loan Party may pay dividends or make other distributions to Borrower or any Subsidiary
of Borrower, (B) so long as no Default has occurred and is continuing, the Borrower may pay consulting service fees and expenses incurred
in connection with consultants contracting arrangements with non-Affiliates, including developers and other professionals who perform
work and functions consistent with the current strategy of the Company, including accounting, reporting and audit services in the usual
course of business, (C) the Borrower may pay advisory fees and expenses in connection with the Company’s equity financing endeavors to
the extent such advisory fees and expenses do not exceed 6.00% of the gross equity proceeds raised (plus reasonable and documented related
out-of-pocket expenses) and (D) the Borrower may pay other consulting service fees and expenses with the prior written consent of the
Administrative Agent.


 




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11.4 Mergers,
Consolidations, Sales. Not, and not permit any of the Loan Parties and their Subsidiaries to, (a) be
a party to any merger or consolidation; (b) sell, transfer, dispose of, convey, or lease any of its assets or Equity Interests (including
the sale of Equity Interests of any Subsidiary), including the assets or Equity Interests of Kandy; (c) sell or assign with or without
recourse any receivables; or (d) purchase or otherwise acquire all or substantially all of the assets or any Equity Interests, or
any partnership or joint venture interest in, any other Person or make any Acquisition, except the following:


 


(i) any
such merger, consolidation, sale, transfer, acquisition, conveyance, lease, or assignment of or by Borrower or Subsidiary with and into
Borrower so long as (A) no other provision of this Agreement would be violated thereby; (B) Borrower gives Administrative Agent
at least 15 days’ prior written notice of that merger or consolidation; (C) no Default or Event of Default has occurred and
is continuing either before or after giving effect to that transaction; and (D) the Lenders’ rights in any Collateral, including
the existence, perfection and priority of any Lien thereon, are not adversely affected by that merger or consolidation;


 


(ii) sales,
abandonment, or other dispositions of equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the ordinary
course of business and leases or subleases of Real Property not useful in the conduct of the business of the Loan Parties and their Subsidiaries;


 


(iii) the
licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course
of business;


 


(iv) the
sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection
with the compromise or collection thereof;


 


(v) (i)
the lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party or any of its Subsidiaries to
the extent not economically desirable in the conduct of its business, or (ii) the abandonment of patents, trademarks, copyrights, or other
intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect
to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests
of the Secured Parties;


 


(vi) so
long as no Event of Default has occurred and is continuing or would immediately result therefrom, transfers of assets from any Subsidiary
of any Loan Party that is not a Loan Party to any other Subsidiary of any Loan Party;


 


(vii) sales,
leases, assignments, conveyances, other transfers for value and dispositions of assets, in each case, of the type specifically described
in clauses (a) through (d) of the definition of “Asset Disposition”; and


 


(viii) any
merger, sale or disposition constituting the Computex Sale, to the extent the Net Cash Proceeds thereof are sufficient (and are used)
to repay the Term Loans in full (together with any accrued interest and fees and other amounts owing under the terms of this Agreement,
including Applicable Premium).


 


11.5 Modification
of Certain Documents; Organizational Form.


 


(a) Not
permit the organizational documents or governing documents of any Loan Party to be amended or modified in any way that could reasonably
be expected to materially adversely affect the interests of the Lenders.


 




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(b) Not
change, or allow any Loan Party to change, its state of formation or its organizational form without not less than thirty (30) days’
prior written consent by the Administrative Agent


 


11.6 Transactions
with Affiliates. Not, and not permit any of the Loan Parties and their Subsidiaries to, enter into, or cause, suffer, or permit to
exist any transaction, arrangement, or contract with any of its other Affiliates (other than the Loan Parties) which is on terms which
are less favorable than are obtainable from any Person which is not one of its Affiliates (except to the extent expressly permitted by
Sections 11.3 and 11.4(i)).


 


11.7 Inconsistent
Agreements. Not, and not permit any of the Loan Parties and their Subsidiaries to, enter into any agreement containing any provision
that would (a) be violated or breached by any borrowing by Borrower under this Agreement or by the performance by any Loan Party
of any of its Obligations under this Agreement or under any other Loan Document; (b) prohibit any Loan Party from granting to Administrative
Agent and the Lenders a Lien on any of its assets; or (c) create or permit to exist or become effective any encumbrance or restriction
on the ability of any Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any
Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to any Loan Party, or (iii) transfer any of its assets
or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale
of all or a substantial part of the assets of any Subsidiary pending any such sale, so long as those restrictions and conditions apply
only to the Subsidiary to be sold and that sale is permitted under this Agreement (but those); (B) restrictions or conditions imposed
by any agreement relating to purchase money Debt, Capital Leases, and other secured Debt permitted by this Agreement, so long as those
restrictions or conditions apply only to the property or assets securing that Debt; and (C) customary provisions in leases and other
contracts restricting the assignment thereof.


 


11.8 Business
Activities. Not, and not permit any of the Loan Parties and their Subsidiaries to, engage in any line of business other than the businesses
engaged in on the Closing Date and businesses reasonably related or reasonably complementary thereto.


 


11.9 Investments.
Not, and not permit any of the Loan Parties and their Subsidiaries to, make or permit to exist any Investment in any other Person, except
the following:


 


(a) contributions
by Borrower or any Subsidiary to the capital of Borrower;


 


(b) Investments
constituting Debt permitted by Section 11.1;


 


(c) Contingent
Liabilities constituting Debt permitted by Section 11.1 or Liens permitted by Section 11.2;


 


(d) Cash
Equivalent Investments;


 


(e) subject
to Section 10.10, bank deposits in the ordinary course of business;


 


(f) Investments
consisting of securities or instruments received pursuant to a disposition of assets permitted by this Agreement;


 


(g) non-cash
consideration received pursuant to the consummation of asset dispositions permitted under this Agreement;


 


(h) bank
deposits established in accordance with the Loan Documents;


 


(i) Investments
listed on Schedule 11.9 as of the Closing Date;


 


(j) advances
to officers, directors and employees of the Company and its Subsidiaries in an aggregate amount not to exceed $50,000 at any time outstanding,
for travel, entertainment, relocation and analogous ordinary business purposes;


 


(k) Investments
by the Company and its Subsidiaries that are Loan Parties in its Subsidiaries that are Loan Parties;


 


(l) Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof in connection with the settlement
of delinquent accounts generated in the ordinary course of business or from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;


 


(m) (i)
advances to Foreign Subsidiaries to fund documented payroll expenses (including payments to PEOs (professional employer organizations))
of such Foreign Subsidiaries in the ordinary course of business and consistent with past practice and (ii) other advances to Foreign Subsidiaries,
in the case of this clause (ii), in an aggregate amount not to exceed $1,000,000 during the term of this Agreement; and


 


(n) other
Investments with the prior written consent of the Administrative Agent.


 







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11.10 Fiscal
Year. Not, and not permit any of the Loan Parties and their Subsidiaries to, change its Fiscal Year.


 


11.11 Financial
Covenants.


 


11.11.1 Minimum
EBITDA - Company. Not permit EBITDA of the Company for any Computation Period to be less than the amount set forth below for that
Computation Period:


 


	Computation 

    Period Ending	 	EBITDA
	November 30, 2021	 	$(30,700,000)
	December 31, 2021	 	$(28,700,000)
	January 31, 2022	 	$(29,300,000)
	February 28, 2022	 	$(27,900,000)
	March 31, 2022	 	$(27,600,000)
	April 30, 2022	 	$(28,400,000)
	May 31, 2022	 	$(28,900,000)
	June 30, 2022	 	$(29,600,000)
	July 31, 2022	 	$(29,000,000)
	August 31, 2022	 	$(29,500,000)
	September 30, 2022	 	$(28,700,000)
	October 31, 2022	 	$(29,100,000)


 


11.11.2 Minimum
EBITDA - Computex. Not permit EBITDA of Computex for any Computation Period to be less than the amount set forth below for that Computation
Period:


 


	Computation 

    Period Ending	 	EBITDA
	November 30, 2021	 	$4,700,000
	December 31, 2021	 	$4,500,000
	January 31, 2022	 	$5,000,000
	February 28, 2022	 	$5,300,000
	March 31, 2022	 	$5,600,000
	April 30, 2022	 	$6,200,000
	May 31, 2022	 	$6,500,000
	June 30, 2022	 	$6,300,000
	July 31, 2022	 	$7,000,000
	August 31, 2022	 	$7,200,000
	September 30, 2022	 	$6,700,000
	October 31, 2022	 	$6,500,000


 


11.11.3 Minimum
Total Revenues - Kandy. Not permit total revenues of Kandy for any Computation Period to be less than the amount set forth below for
that Computation Period:


 


	Computation 

    Period Ending	 	Total Revenues
	November 30, 2021	 	$17,300,000
	December 31, 2021	 	$19,900,000
	January 31, 2022	 	$20,500,000
	February 28, 2022	 	$21,200,000
	March 31, 2022	 	$21,600,000
	April 30, 2022	 	$22,200,000
	May 31, 2022	 	$22,700,000
	June 30, 2022	 	$22,900,000
	July 31, 2022	 	$24,000,000
	August 31, 2022	 	$25,400,000
	September 30, 2022	 	$26,500,000
	October 31, 2022	 	$27,700,000





 


Notwithstanding anything to the contrary contained herein, for purposes
of determining total revenues of Kandy for any Computation Period set forth above, total revenues of Kandy for each of the twelve consecutive
months ended on or immediately prior to September 30, 2021 shall be deemed to be the applicable amounts set forth on Schedule 11.11.


 


11.11.4 Minimum
Liquidity. Not permit the Loan Parties at any time to have unrestricted cash and cash equivalents on hand of less than $6,000,000.


 


11.12 Compliance
with Laws. Borrower shall not, and shall not permit any of the Loan Parties and their Subsidiaries to, fail to comply with the laws,
regulations and executive orders referred to in Sections 9.30 and 9.31.


 







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11.13 Operating
Leases. Not permit the aggregate amount of all rental payments under Operating Leases made (or scheduled to be made) by the Loan Parties
and their Subsidiaries (on a consolidated basis) to exceed $1,000,000 in any Fiscal Year.


 


Section
12 EFFECTIVENESS; CONDITIONS OF LENDING, ETC.


 


The effectiveness of this
Agreement and the obligation of each Lender to make its Loans are subject to the following conditions precedent:


 


12.1 Conditions
to Effectiveness. The effectiveness of this Agreement, and the obligation of the Lenders to make the Loans, are, in addition to the
conditions precedent specified in Section 12.2, subject to satisfaction of the following conditions precedent (and the date
on which all such conditions precedent have been satisfied or waived in writing by Administrative Agent and the Lenders is called the
“Closing Date”), it being agreed that the request by Borrower for the making of any initial Loan on the Closing Date
will be deemed to constitute a representation and warranty by Borrower that the conditions precedent set forth in this Section 12.1
will be satisfied at the time of the making of that Loan unless waived in writing by Administrative Agent:



 


12.1.1 Agreement,
Notes, and other Loan Documents. Administrative Agent has received the following, each duly executed and dated as of the Closing Date
(or any earlier date satisfactory to Administrative Agent), in form and substance satisfactory to Administrative Agent: (a) this
Agreement; (b) to the extent requested by any Lender, one or more Notes made payable to that Lender; (c) the Guaranty and Collateral
Agreement, together with all instruments, transfer powers, and other items required to be delivered in connection with the Guaranty and
Collateral Agreement; and (d) all other Loan Documents.


 


12.1.2 Authorization
Documents. For each Loan Party, Administrative Agent has received the following, each in form and substance satisfactory to Administrative
Agent: (a) that Person’s charter (or similar formation document), certified by the appropriate governmental authority; (b) good
standing certificates in that Person’s state of incorporation (or formation) and in each other state in which that Person is qualified
to do business if reasonably requested by Administrative Agent; (c) that Person’s bylaws (or similar governing document); (d) resolutions
of its board of directors (or similar governing body) approving and authorizing that Person’s execution, delivery, and performance
of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates
of that Person’s officers and/or managers executing any of the Loan Documents (which certificates Administrative Agent and each
Lender may conclusively rely on until formally advised by a like certificate of any changes in any such certificate), all certified by
its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.


 


12.1.3 Consents,
etc. Administrative Agent has received certified copies of all documents evidencing any necessary company action, consents and governmental
approvals (if any) required for the execution, delivery, and performance by the Loan Parties of the documents referred to in this Section 12.


 


12.1.4 Letter
of Direction. Administrative Agent has received a letter of direction containing funds flow information with respect to the proceeds
of the Loans on the Closing Date, duly executed and dated as of the Closing Date, in form and substance satisfactory to Administrative
Agent.


 


12.1.5 [Reserved].


 


12.1.6 Real
Estate Documents. With respect to each parcel of real property owned by any Loan Party, Administrative Agent has received the following:


 


(a) a
duly executed Mortgage for each parcel of owned real property providing for a fully perfected Lien, in favor of Administrative Agent,
in all right, title, and interest of the applicable Loan Party in that real property, together with all Mortgage-Related Documents (including,
without limitation, environmental assessments prepared by environmental engineers, and containing results, acceptable to Administrative
Agent); and


 


(b) a
legal opinion of special counsel for the Loan Parties for the state in which that real property is located in form and substance reasonably
satisfactory to Administrative Agent.








 




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12.1.7 Collateral
Access Agreements. Administrative Agent has received the following:


 


(a) in
the case of any leased real property containing Collateral in excess of $300,000, a Collateral Access Agreement from the landlord of that
real property waiving or subordinating any landlord’s Lien in respect of personal property kept at the premises subject to the applicable
lease; and


 


(b) a
Collateral Access Agreement with respect to each warehouseman or bailee with which any of the Loan Parties and their Subsidiaries keeps
inventory or other assets in excess of $300,000 and that are required under the Guaranty and Collateral Agreement to be delivered on the
Closing Date.


 


12.1.8 Control
Agreements. Administrative Agent has received all deposit account control agreements and securities account control agreements that
are required under the Guaranty and Collateral Agreement to be delivered on the Closing Date.


 


12.1.9 Opinions
of Counsel. Administrative Agent has received opinions of counsel for each Loan Party, including local counsel reasonably requested
by Administrative Agent, each duly executed and dated as of the Closing Date (or any earlier date satisfactory to Administrative Agent),
in form and substance satisfactory to Administrative Agent.


 


12.1.10 Insurance.
Administrative Agent has received evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b),
together with evidence that Administrative Agent has been named as a lender’s loss payee and an additional insured on all related
insurance policies.


 


12.1.11 Payment
of Fees. Administrative Agent has received evidence of payment by Borrower of all accrued and unpaid fees, costs, and expenses to
the extent then due and payable on the Closing Date (including, without limitation, fees under the Agent Fee Letter), together with all
Attorney Costs of Administrative Agent to the extent invoiced prior to the Closing Date, plus all additional amounts of Attorney
Costs that constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by Administrative
Agent through the closing proceedings (but no such estimate will preclude a final settling of accounts between Borrower and Administrative
Agent in respect of those Attorney Costs).


 


12.1.12 Debt
to be Repaid. Administrative Agent has received evidence, reasonably satisfactory to Administrative Agent, that all Debt to be Repaid
has been (or concurrently with the initial borrowing will be) paid in full and that all agreements and instruments governing the Debt
to be Repaid and that all Liens securing the Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated.
Administrative Agent has received payoff letters evidencing repayment in full of all Debt to be Repaid, the termination of all agreements
relating thereto, and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination
statements and documents effective to evidence the foregoing.


 


12.1.13 Solvency
Certificate. Administrative Agent has received a solvency certificate, in form and substance reasonably satisfactory to Administrative
Agent, executed by a Senior Officer of Borrower.


 




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12.1.14 Search
Results; Lien Terminations. Administrative Agent has received certified copies
of Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing all effective financing statements
which name any Loan Party (under their present names and any previous names) as debtors, together with (a) copies of all such financing
statements; (b) Uniform Commercial Code termination statements pertaining to previously terminated financing, lease, and/or consignment
relationships for which financing statements remain of record, in each case as Administrative Agent reasonably requests; and (c) all
other Uniform Commercial Code termination statements as Administrative Agent reasonably requests.


 


12.1.15 Filings,
Registrations, and Recordings. Administrative Agent has received each document (including Uniform Commercial Code financing statements)
required by the Collateral Documents or under law or reasonably requested by Administrative Agent to be filed, registered, or recorded
in order to create in favor of Administrative Agent, for the benefit of Administrative Agent and the Lenders, a perfected Lien on the
collateral described therein (but only to the extent that perfection may be achieved by such a filing, registration, or recording), prior
to any other Liens (subject only to Permitted Liens), in proper form for filing, registration, or recording.


 


12.1.16 Closing
Certificate. Administrative Agent has received a certificate, in form and substance satisfactory to Administrative Agent, executed
by a Senior Officer of Borrower certifying the matters set forth in Section 12.2.1 as of the Closing Date.


 


12.1.17 Financial
Statements; Appraisals. Administrative Agent has received and is reasonably satisfied with (a) the Financial Statements and all
other historical and projected financial information of Loan Parties and their Subsidiaries requested by Administrative Agent (b) all
appraisals of Loan Parties’ assets requested by Administrative Agent.


 


12.1.18 No
Material Adverse Effect. There has not occurred since December 31, 2020, any developments or events that, individually or in the aggregate
with any other circumstances, has had or could reasonably be expected to have a Material Adverse Effect.


 


12.1.19 Investment
Documents. Administrative Agent has received confirmation of ownership and capital structure of the Loan Parties and be satisfied
with the constituent documents of the Loan Parties and related investment agreements.


 


12.1.20 Financial
Tests. Administrative Agent has received evidence satisfactory to it that:


 


(a) for each
of the twelve consecutive months ended on or prior to September 30, 2021, the Consolidated EBITDA of the Company for such month is at
least the applicable amount set forth on Schedule 11.11;


 


(b) for each
of the twelve consecutive months ended on or prior to September 30, 2021, the Consolidated EBITDA of Computex for such month is at least
the applicable amount set forth on Schedule 11.11;


 


(c) for each
of the twelve consecutive months ended on or prior to September 30, 2021, the total revenues of Kandy for such month are at least the
applicable amount set forth on Schedule 11.11; and


 


(d) the Loan
Parties have unrestricted cash and cash equivalents on hand of not less than $2,500,000 as of the Closing Date (with no payables stretched
beyond their customary payment practices).


 


12.1.21 Diligence.
Administrative Agent has received and is satisfied with all due diligence materials requested by Administrative Agent (including, without
limitation, all Material Contracts of the Loan Parties).


 




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12.1.22 Financial
Condition. Administrative Agent has completed a satisfactory examination of the financial condition of the Loan Parties, including,
without limitation, the following: (a) review of the books (including historical, current, and interim financial statements), records,
and assets of the Loan Parties; (b) review of all financial projections for Fiscal Year 2022; (c) satisfactory verification
of business and competitive analysis, including, without limitation, site visits, one or more meetings with the Loan Parties’ key
management, examining market studies and existing industry intelligence provided by the Loan Parties, and conducting independent customer
calls; and (d) receipt of a satisfactory review, conducted by a firm acceptable to Administrative Agent, of (i) the books, records,
and Collateral of the Loan Parties (including historical cash flow), (ii) a quality-of-earnings report, (iii) trailing 12-month
EBITDA, and (iv) EBITDA adjustments.


 


12.1.23 Background
Checks. Administrative Agent has reviewed and is satisfied with background checks on certain key management and shareholders or members
of the Loan Parties.


 


12.1.24 Approvals.
Administrative Agent has received approval of its executive credit committee.


 


12.1.25 Warrants.
The Company has issued to the Lenders (or their respective nominees or assigns) warrants entitling the Lenders to purchase shares of common
stock of the Company representing in the aggregate 2.50% of the common stock of the Company issued and outstanding as of the Closing Date
on a fully diluted basis, pursuant to the Warrant Subscription Agreement.


 


12.1.26 Know-Your-Customer
and Anti-Money Laundering. Administrative Agent has received all documentation and other information required by regulatory authorities
under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, W-8
or W-8 BENE tax forms, with results satisfactory to Administrative Agent.


 


12.1.27 Other.
Administrative Agent has received all other documents reasonably requested by Administrative Agent or any Lender.


 


12.2 Conditions
Precedent to all Loans. The obligation of each Lender to make each Loan is subject to the following further conditions precedent that:


 


12.2.1 Compliance
with Warranties, No Default, etc. Both before and after giving effect to any borrowing, the following statements are true and correct:


 


(a) the
representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents are true and correct in all
material respects (unless any such representation or warranty is by its terms qualified by concepts of materiality, in which case that
representation or warranty is true and correct in all respects) with the same effect as if then made (except to the extent stated to relate
to a specific earlier date, in which case that representation or warranty is true and correct in all material respects or in all respects,
as applicable, as of that earlier date); and


 


(b) no
Default or Event of Default has occurred and is continuing.


 




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12.2.2 Confirmatory
Certificate. If requested by Administrative Agent or any Lender, Administrative Agent has received (in sufficient counterparts to
provide one to Administrative Agent and each Lender) a certificate dated the date of the requested Loan and signed by a duly authorized
representative of Borrower as to the matters set out in Section 12.2.1 (it being understood that each request by Borrower
for the making of a Loan will be deemed to constitute a representation and warranty by Borrower that the conditions precedent set forth
in Section 12.2.1 will be satisfied at the time of the making of that Loan), together with such other documents as Administrative
Agent or any Lender may reasonably request in support thereof.


 


12.3 Conditions
Subsequent. As an accommodation to the Loan Parties, the Administrative Agent and the Lenders have agreed to execute this Agreement
and to make the Loans on the Closing Date notwithstanding the failure by the Loan Parties to satisfy the conditions set forth below on
or before the Closing Date. In consideration of such accommodation, the Loan Parties agree that, in addition to all other terms, conditions
and provisions set forth in this Agreement and the other Loan Documents, including, without limitation, those conditions set forth in
Section 12.1 and 12.2, the Loan Parties shall satisfy each of the conditions subsequent set forth below on or before the date applicable
thereto (it being understood that (i) the failure by the Loan Parties to perform or cause to be performed any such condition subsequent
on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that the existence of any such condition
subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached,
the Required Lenders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is
required to be fulfilled pursuant to this Section 12.3):


 


12.3.1 Collateral
Access Agreements. On or prior to the date that is 15 days following the Closing Date (or such later date as determined by the Administrative
Agent its sole discretion), the Loan Parties shall have used commercially reasonable efforts to obtain Collateral Access Agreements, in
form and substance reasonably satisfactory to the Administrative Agent, with respect to the properties set forth on Schedule 9.26 that
contain Collateral in excess of $300,000.


 


12.3.2 Article
8. On or prior to the date that is five Business Days following the Closing Date (or such later date as determined by the Administrative
Agent its sole discretion), the Loan Parties shall have complied with the requirements of Section 4.6(f) of the Guarantee and Collateral
Agreement.


 


12.3.3 Equity
Proceeds. Following the Closing Date and on or prior to January 17, 2022 (or such later date as determined by the Administrative Agent
its sole discretion), the Company shall have received at least $5,000,000 in aggregate gross cash proceeds from issuance of Equity Interests.


 


12.3.4 Insurance
Endorsements. On or prior to the date that is thirty days following the Closing Date (or such later date as determined by the Administrative
Agent its sole discretion), the Loan Parties shall have complied with the terms of Section 10.3(b) to provide the Administrative Agent
with the required endorsements of insurance policies.


 


12.3.5 Stock
Certificates of Foreign Subsidiaries. On or prior to the date that is fifteen days (or, in the case of Pledged Equity issued by Foreign
Subsidiaries organized in Mexico, thirty days) following the Closing Date (or, in each case, such later date as determined by the Administrative
Agent its sole discretion), the Loan Parties shall have complied with the requirements of Section 4.6(e) of the Guarantee and Collateral
Agreement to deliver to Administrative Agent any certificates evidencing Pledged Equity issued by Foreign Subsidiaries.


 




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12.3.6 Intellectual
Property Releases. On or prior to the date that is thirty days following the Closing
Date (or such later date as determined by the Administrative Agent its sole discretion), the Loan Parties shall have provided evidence
of release of all liens and security interests (other than those granted to the Administrative Agent under the Loan Documents) on the
intellectual property identified on Schedule 9.21.


 


Section
13 EVENTS OF DEFAULT AND THEIR EFFECT.


 


13.1 Events
of Default. Each of the following will constitute an Event of Default under this Agreement:


 


13.1.1 Non-Payment
of the Loans, etc. Default in the payment when due of the principal of any Loan; or default, and continuance thereof for five (5)
or more days, in the payment when due of any interest, fee or other amount payable by Borrower under this Agreement or under any other
Loan Document.


 


13.1.2 Non-Payment
of Other Debt. Any default occurs under the terms applicable to any Debt of any Loan Party in an aggregate amount (for all such Debt
so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit
arrangement) exceeding $500,000 and that default (a) consists of the failure to pay that Debt when due, whether by acceleration or
otherwise, or (b) accelerates the maturity of that Debt or permits the holder or holders thereof, or any trustee or agent for any
such holder or holders, to cause that Debt to become due and payable (or require any Loan Party to purchase or redeem that Debt or post
cash collateral in respect thereof) prior to its expressed maturity.


 


13.1.3 Other
Material Obligations. Default in the payment when due, or in the performance or observance of, any Material Contract, beyond the grace
period, if any, provided therefor.


 


13.1.4 Bankruptcy,
Insolvency, etc. Any of the following occurs: (a) any Loan Party becomes insolvent or generally fails to pay, or admits in writing
its inability or refusal to pay, debts as they become due; (b) any Loan Party applies for, consents to, or acquiesces in the appointment
of a trustee, receiver, or other custodian for that Loan Party or any property thereof, or makes a general assignment for the benefit
of creditors; (c) in the absence of any such application, consent, or acquiescence, a trustee, receiver, or other custodian is appointed
for any Loan Party or for a substantial part of the property of any thereof and is not discharged within 60 days; (d) any Insolvency
Proceeding, or any dissolution or liquidation proceeding, is commenced in respect of any Loan Party, and that Insolvency Proceeding or
proceeding (i) is not commenced by that Loan Party, (ii) is consented to or acquiesced in by that Loan Party, or (iii) remains
for 60 days undismissed; or (e) any Loan Party takes any action to authorize, or in furtherance of, any of the foregoing.


 


13.1.5 Non-Compliance
with Loan Documents.


 


(a) Failure
by any Loan Party to comply with or to perform any covenant set forth in Sections 10.1.1, 10.1.2, 10.1.5, 10.3(b),
10.5, 10.6, or Section 11.


 


(b) Failure
by any Loan Party to comply with or to perform any covenant set forth in Section 10.1.3 and continuance of that failure for 3 or
more days.


 


(c) Failure
by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting
an Event of Default under any other provision of this Section 13) and continuance of that failure described in this Section 13.1.5(c)
for 15 or more days.


 




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13.1.6 Representations;
Warranties. Any representation or warranty made by any Loan Party in this Agreement or any other Loan Document is breached or is false
or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by
any Loan Party to Administrative Agent or any Lender in connection with this Agreement is false or misleading in any material respect
on the date as of which the facts therein set forth are stated or certified.


 


13.1.7 Pension
Plans. Any of the following occurs: (a) any Person institutes steps to terminate a Pension Plan if as a result of that termination
Borrower or any Subsidiary could be required to make a contribution to that Pension Plan, or could incur a liability or obligation to
that Pension Plan, in excess of $500,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise
to a Lien under Section 303(k) of ERISA with respect to Borrower or any Subsidiary; (c) the Unfunded Liability of all Pension
Plans sponsored and maintained by Borrower or any Subsidiary exceeds 20% of the Total Plan Liability for those plans, or (d) there
occurs any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest)
to Multiemployer Pension Plans as a result of that withdrawal (including any outstanding withdrawal liability that Borrower or any member
of the Controlled Group have incurred on the date of that withdrawal) to which Borrower or any Subsidiary is reasonably expected to incur
exceeds $500,000.


 


13.1.8 Judgments.
One or more final judgments which exceed an aggregate of $750,000 are rendered against any Loan Party (not covered by insurance as to
which the insurance company has acknowledged coverage, so long as that insurance is paid to Borrower within 30 days of the rendering
of those judgments) and have not been paid, discharged or vacated or had execution thereof stayed pending appeal within 60 days after
entry or filing of those judgments.


 


13.1.9 Invalidity
of Loan Documents, etc. Any Loan Document ceases to be in full force and effect, or any Loan Party (or any Person by, through, or
on behalf of any Loan Party) contests in any manner the validity, binding nature, or enforceability of any Loan Document.


 


13.1.10 Change
of Control. A Change of Control occurs.


 


13.1.11 Material
Adverse Effect. A Material Adverse Effect occurs.


 


13.2 Effect
of Event of Default. If any Event of Default described in Section 13.1.4 occurs in respect of Borrower, then the Commitments
will immediately terminate and the Loans and all other Obligations under this Agreement will become immediately due and payable, all without
presentment, demand, protest, or notice of any kind. If any other Event of Default occurs and is continuing, then Administrative Agent
may (and, upon the written request of the Required Lenders shall) declare, in a written notice to Borrower, the Commitments to be terminated
in whole or in part and/or declare all or any part of the Loans and all other Obligations under this Agreement to be due and payable,
whereupon the Commitments will immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations under this
Agreement will become immediately due and payable (in whole or in part, as applicable), all without presentment, demand, protest, or notice
of any kind (other than as expressly provided for above in this sentence). Administrative Agent shall promptly advise Borrower of any
such declaration, but failure to do so will not impair the effect of any such declaration.


 




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13.3 Credit
Bidding. The Loan Parties and the Lenders hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required
Lenders, to Credit Bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral
at any sale thereof conducted by Administrative Agent in accordance with applicable law, based upon the instruction of the Required Lenders,
under any provisions of the Uniform Commercial Code, as part of any sale or investor solicitation process conducted by any Loan Party,
any interim receiver, receiver, receiver and manager, administrative receiver, trustee, agent, or other Person pursuant or under any insolvency
laws, in each case subject to the following limitations: (i) the Required Lenders may not direct Administrative Agent in any manner
that does not treat each of the Lenders equally, without preference or discrimination, in respect of consideration received as a result
of any Credit Bid; (ii) the acquisition documents must be commercially reasonable and contain customary protections for minority
holders, such as, among other things, anti-dilution and tag-along rights; (iii) the exchanged debt or equity securities must be freely
transferable, without restriction (subject to applicable securities laws); and (iv) reasonable efforts must be made to structure
the acquisition in a manner that causes the governance documents pertaining thereto to not impose any obligations or liabilities upon
the Lenders individually (such as indemnification obligations). For purposes of this Section 13.3, the term “Credit
Bid” means an offer submitted by Administrative Agent (on behalf of the Lenders), based upon the instruction of the Required
Lenders, to acquire the property of any Loan Party or any portion thereof in exchange for and in full and final satisfaction of all or
a portion (as determined by Administrative Agent, based upon the instruction of the Required Lenders) of the claims and Obligations under
this Agreement and other Loan Documents.


 


Section
14 Agency.


 


14.1 Appointment
and Authorization. Each Lender hereby irrevocably (subject to Section 14.10) appoints, designates, and authorizes Administrative
Agent to take any action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise any powers
and perform any duties as are expressly delegated to it, as applicable, by the terms of this Agreement or any other Loan Document, together
with all powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement
or in any other Loan Document, Administrative Agent will not have any duty or responsibility except those expressly set forth in this
Agreement, nor will Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations, or liabilities are to be read into this Agreement or any other Loan Document
or otherwise exist against Administrative Agent, as applicable. Without limiting the generality of the foregoing sentence, the use of
the term “agent” in this Agreement and in other Loan Documents with reference to Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, that term is used
merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties.


 


14.2 [Reserved].


 


14.3 Delegation
of Duties. Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents,
employees, or attorneys-in-fact and is entitled to advice of counsel and other consultants or experts concerning all matters pertaining
to those duties. Administrative Agent will not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it
selects in the absence of gross negligence or willful misconduct.


 




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14.4 Exculpation.
None of Administrative Agent and its directors, officers, employees, and agents (a) will be liable for any action taken or omitted
to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby
(except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth
in this Agreement as determined by a final, non-appealable judgment by a court of competent jurisdiction), or (b) will be responsible
in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any Affiliate
of Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement,
or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Loan Document
(or the creation, perfection, or priority of any Lien or security interest therein), or for any failure of Borrower or any other party
to any Loan Document to perform its Obligations under this Agreement or under any other Loan Documents. Administrative Agent is not and
will not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document or to inspect the properties, books, or records of any of the
Loan Parties and their Subsidiaries and Affiliates.


 


14.5 Reliance.
Administrative Agent may rely, and will be fully protected in relying, upon any writing, communication, signature, resolution, representation,
notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement,
or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants, and other experts
selected by Administrative Agent. Administrative Agent will be fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless Administrative Agent first receives all advice or concurrence of the Required Lenders as it deems appropriate
and, if it so requests, confirmation from the Lenders of their obligation to indemnify Administrative Agent against any and all liability
and expense which might be incurred by Administrative Agent by reason of taking or continuing to take any such action. Administrative
Agent will in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders and each such request and any action taken or failure to act pursuant thereto
will be binding upon each Lender. For purposes of determining compliance with the conditions specified in Section 12, each
Lender that has signed this Agreement will be deemed to have consented to, approved, or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative
Agent has received written notice from that Lender prior to the proposed Closing Date specifying its objection thereto.


 


14.6 Notice
of Default. Administrative Agent will not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default
except with respect to defaults in the payment of principal, interest and fees required to be paid to Administrative Agent for the account
of the Lenders, unless Administrative Agent has received written notice from a Lender or Borrower referring to this Agreement, describing
that Event of Default or Default and stating that that notice is a “notice of default.” Administrative Agent shall promptly
notify the Lenders of its receipt of any such notice. Administrative Agent shall take all such actions with respect to each such Event
of Default or Default as requested by the Required Lenders in accordance with Section 13, but unless and until Administrative Agent
has received any such request, Administrative Agent may (but will not be required to) take any action, or refrain from taking any action,
with respect to any Event of Default or Default as Administrative Agent deems advisable or in the best interest of the Lenders.


 




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14.7 Credit
Decision. Each Lender acknowledges that Administrative Agent has not made any representation or warranty to it, and that no act by
Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties,
will be deemed to constitute any representation or warranty by Administrative Agent to any Lender as to any matter, including whether
Administrative Agent has disclosed material information in its possession. Each Lender represents to Administrative Agent that it has,
independently and without reliance upon Administrative Agent and based on documents and information as it has deemed appropriate, made
its own appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition, and creditworthiness
of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower under this Agreement. Each
Lender also represents to Administrative Agent that it will, independently and without reliance upon Administrative Agent and based on
documents and information as it deems appropriate at the time, continue to make its own credit analysis, appraisals, and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make all investigations as it deems necessary to
inform itself as to the business, prospects, operations, property, financial and other condition, and creditworthiness of Borrower. Except
for notices, reports and other documents expressly required in this Agreement to be furnished to the Lenders by Administrative Agent,
Administrative Agent will not have any duty or responsibility to provide any Lender with any credit or other information concerning the
business, prospects, operations, property, financial or other condition or creditworthiness of Borrower which may come into the possession
of Administrative Agent.


 


14.8 Indemnification.
Whether or not the transactions contemplated by this Agreement are consummated, each Lender shall indemnify upon demand Administrative
Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of Borrower and without limiting
the obligation of Borrower to do so), according to its applicable Pro Rata Share, from and against any and all Indemnified Liabilities,
except that no Lender will be liable for any payment to any such Person of any portion of the Indemnified Liabilities to the extent determined
by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s own gross
negligence or willful misconduct. No action taken in accordance with the directions of the Required Lenders will be deemed to constitute
gross negligence or willful misconduct for purposes of this Section 14.8. Without limitation of the foregoing, each Lender
shall reimburse Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs
and Taxes) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement, any other Loan Document, or any document contemplated by or referred to in this Agreement, to the extent that Administrative
Agent is not reimbursed for any such expenses by or on behalf of Borrower. The undertaking in this Section 14.8 will survive
repayment of the Loans, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the
Collateral Documents, termination of this Agreement and the resignation or replacement of Administrative Agent.


 


14.9 Administrative
Agent in Individual Capacities. Monroe Capital and its Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Loan Parties and Affiliates as though Monroe Capital were not Administrative Agent under this Agreement and without
notice to or consent of any Lender. Each Lender acknowledges that, pursuant to those activities, Monroe Capital or its Affiliates might
receive information regarding Borrower or their Affiliates (including information that is subject to confidentiality obligations in favor
of Borrower or any such Affiliate) and acknowledges that Administrative Agent will be under no obligation to provide any such information
to them. With respect to their Loans (if any), Monroe Capital and its Affiliates have the same rights and powers under this Agreement
as any other Lender and may exercise the same as though Monroe Capital were not Administrative Agent, and the terms “Lender”
and “Lenders” include Monroe Capital and its Affiliates, to the extent applicable, in their individual capacities.


 




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14.10 Successor
Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders. If Administrative
Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which
may not be unreasonably withheld or delayed), appoint from among the Lenders a successor Administrative Agent for the Lenders. If no successor
agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting
with the Lenders and Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent under
this Agreement, that successor agent will succeed to all the rights, powers, and duties of the retiring Administrative Agent and the term
“Administrative Agent” will mean that successor agent, and the retiring Administrative Agent’s appointment, powers and
duties as Administrative Agent will be terminated. After any retiring Administrative Agent’s resignation under this Agreement as
Administrative Agent, the provisions of this Section 14 and Sections 15.5 and 15.17 will inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has
accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice
of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective and the Required Lenders
shall perform all of the duties of Administrative Agent under this Agreement until such time, if any, as the Required Lenders appoint
a successor agent as provided for above.


 


14.11 Collateral
Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders.
Each Lender hereby agrees that, except as otherwise set forth in this Agreement, any action taken by Administrative Agent or Required
Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Administrative Agent or Required
Lenders of the powers set forth in this Agreement or therein, together with all other powers as are reasonably incidental thereto, will
be authorized by, and binding upon, all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity
of any notice to or further consent from any Lender to take any action with respect to any Collateral or Loan Documents which may be necessary
to perfect and maintain perfected the Liens upon the Collateral granted pursuant to this Agreement and the other Loan Documents. The Lenders
irrevocably authorize Administrative Agent, at its option and in its discretion, to do any and all of the following: (a) to release
any Lien granted to or held by Administrative Agent under any Collateral Document (i) upon Payment in Full; (ii) upon property
sold or to be sold or disposed of as part of or in connection with any disposition permitted under this Agreement (including the release
of any Guarantor in connection with any such disposition); or (iii) subject to Section 15.1, if approved in writing by
the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on that Collateral which is permitted
by Section 11.2(d)(i) or 11.2(d)(iii) (it being understood that Administrative Agent may conclusively rely on a certificate
from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative
Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release, or subordinate its interest
in, particular types or items of Collateral pursuant to this Section 14.11.


 


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


 







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14.13 Administrative
Agent May File Proofs of Claim.


 


14.13.1 In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or
other judicial proceeding relative to any Loan Party (including any Insolvency Proceeding), Administrative Agent (irrespective of whether
the principal of any Loan is then due and payable as expressed in this Agreement or by declaration or otherwise and irrespective of whether
Administrative Agent has made any demand on Borrower) may, by intervention in any such proceeding or otherwise, do any and all of the
following:


 


(a) file
and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and all other Obligations
that are owing and unpaid and to file any other documents as are necessary or advisable in order to have the claims of the Lenders and
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and Administrative
Agent and their respective agents and counsel and all other amounts due the Lenders and Administrative Agent under Sections 5,
15.5, and 15.17) allowed in any such proceedings; and


 


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


 


14.13.2 Any
custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such proceeding is hereby authorized
by each Lender to make all payments to Administrative Agent and, in the event that Administrative Agent consents to the making of such
payments directly to the Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 5,
15.5, and 15.17.


 


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


 


14.14 Other
Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this
Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,”
“lead manager,” “arranger,” “lead arranger” or “co-arranger,” if any, has any right, power,
obligation, liability, responsibility, or duty under this Agreement other than, in the case of any Lender, those applicable to all Lenders
as such. Without limiting the foregoing, none of the Lenders or other Persons so identified has or is deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action under this Agreement.


 


14.15 Protective
Advances. Administrative Agent may, from time to time at any time that an Event of Default has occurred and is continuing, make all
disbursements and advances (“Protective Advances”) that Administrative Agent, in its sole discretion, deems necessary
or desirable to preserve, protect, prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood
or maximize the amount of repayment by the Loan Parties of the Loans and other Obligations or to pay any other amount chargeable to the
Loan Parties pursuant to the terms of this Agreement and the other Loan Documents, including, without limitation, costs, fees and expenses
as described in Section 15.5. Protective Advances are repayable on demand and will be secured by the Collateral and bear interest
at a rate per annum equal to the rate then applicable to Term Loans. Protective Advances constitute Obligations under this Agreement.
The Administrative Agent shall notify each Lender and Borrower in writing of each Protective Advance made by Administrative Agent, which
notice must include a description of the purpose of that Protective Advance.


 




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Section
15 GENERAL.


 


15.1 Waiver;
Amendments.


 


(a) No
amendment, modification, or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents will be
effective unless it is in writing and acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata
Shares expressly designated in this Agreement with respect thereto or, in the absence of any such designation as to any provision of this
Agreement, by the Required Lenders. Any amendment, modification, waiver, or consent will be effective only in the specific instance and
for the specific purpose for which given.


 


(b) The
Agent Fee Letter may be amended, waived, consented to, or modified by the parties thereto.


 


(c) No
amendment, modification, waiver, or consent may extend or increase the Commitment of any Lender without the written consent of that Lender.


 


(d) No
amendment, modification, waiver, or consent may extend the date scheduled for payment of any principal (excluding mandatory prepayments)
of or interest on the Loans or any fees payable under this Agreement without the written consent of each Lender directly affected thereby.


 


(e) No
amendment, modification, waiver, or consent may reduce the principal amount of any Loan, the rate of interest thereon, or any fees payable
under this Agreement without the consent of each Lender directly affected thereby (except (i) for periodic adjustments of interest
rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ii) that Required
Lenders may rescind any increase in the interest rate under and in accordance with Section 4.1.2).


 


(f) No
amendment, modification, waiver, or consent may do any of the following without the written consent of each Lender: (i) release Borrower
or any Guarantor from its obligations, other than as part of or in connection with any disposition permitted under this Agreement; (ii) release
all or any substantial part of the Collateral granted under the Collateral Documents (except as permitted by Section 14.11);
(iii) change the definitions of Pro Rata Share or Required Lenders, any provision of this Section 15.1, any provision
of Section 13.3, or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver, or consent.


 


(g) No
provision of Sections 6.1.2, 6.2, or 7.2.2(b) with respect to the timing or application of mandatory prepayments
of the Loans may be amended, modified, or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of
the Term Loans affected thereby.


 


(h) No
provision of Section 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such may be
amended, modified, or waived without the consent of Administrative Agent.


 


(i) [Reserved]


 


(j) Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative
Agent and Borrower to do any of the following: (i) to add one or more additional credit facilities to this Agreement and to permit
the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably
in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof
and (ii) to include appropriately the Lenders holding any such additional credit facilities in any determination of the Required
Lenders.


 




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


 


15.2 Confirmations.
Borrower and each holder of a Note agree from time to time, upon written request received by it from the other, to confirm to the other
in writing (with a copy of each such confirmation to Administrative Agent) the aggregate unpaid principal amount of the Loans then outstanding
under that Note.


 


15.3 Notices.


 


15.3.1 Generally.
Except as otherwise provided in Sections 2.2.2 and 2.2.3, all notices under this Agreement must be in writing (including
facsimile transmission) and must be sent to the applicable party at its address shown on Annex B or at any other address as the
receiving party designates, by written notice received by the other parties, as its address for that purpose. Notices sent by facsimile
transmission will be deemed to have been given when sent; notices sent by mail will be deemed to have been given three Business Days
after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight courier service
will be deemed to have been given when received. For purposes of Sections 2.2.2 and 2.2.3, Administrative Agent will
be entitled to rely on telephonic instructions from any person that Administrative Agent in good faith believes is an authorized officer
or employee of Borrower, and Borrower shall hold harmless Administrative Agent and each other Lender from any loss, cost, or expense resulting
from any such reliance.


 


15.3.2 Electronic
Communications.


 


(a) Notices
and other communications to any Lender under this Agreement may be delivered or furnished by electronic communication (including e-mail
and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, but the foregoing does not apply to notices
to any Lender pursuant to Section 2.2 if that Lender has notified Administrative Agent and Borrower that it is incapable of
receiving notices under Section 2.2 by electronic communication. Administrative Agent or Borrower may, in its respective sole
discretion, agree to accept notices and other communications to it under this Agreement by electronic communications pursuant to procedures
approved by it, and approval of any such procedures may be limited to particular notices or communications.


 




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(b) Unless
otherwise agreed by the sender and the intended recipient, (i) notices and other communications sent to an e-mail address will be
deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail, or other written acknowledgement); (ii) notices or communications posted
to an Internet or intranet website will be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as
described in the foregoing clause (i), of notification that the notice or communication is available and identifying the website
address therefor; and (iii) for both clauses (i) and (ii) of this Section 15.3.2(b), any notice, e-mail
or other communication that is not sent during the normal business hours of the intended recipient will be deemed to have been sent at
the opening of business on the next Business Day for the intended recipient.


 


15.4 Computations.
Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation
or other accounting computation is required to be made, for the purpose of this Agreement, that determination or calculation will, to
the extent applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP, consistently applied, but
if Borrower notifies Administrative Agent that Borrower wishes to amend any covenant in Section 9.34 or 11.11 (or any
related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of that covenant (or if Administrative
Agent notifies Borrower that the Required Lenders wish to amend Section 9.34 or 11.11 (or any related definition) for
that purpose), then Borrower’s compliance with that covenant will be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either the applicable notice under this Section 15.4 is withdrawn or the
applicable covenant (or related definition) is amended in a manner satisfactory to Borrower and the Required Lenders.


 


15.5 Costs,
Expenses and Taxes. Borrower, jointly and severally, shall pay on demand all reasonable out-of-pocket costs and expenses of Administrative
Agent (including, without limitation, Attorney Costs, Taxes and Other Taxes) in connection with the preparation, execution, syndication,
delivery and administration (including perfection and protection of any Collateral and the costs of IntraLinks (or other similar service),
if applicable) of this Agreement, the other Loan Documents, and all other documents provided for in this Agreement or delivered or to
be delivered under or in connection with this Agreement (including any amendment, supplement, or waiver to any Loan Document), whether
or not the transactions contemplated hereby or thereby are consummated, including, without limitation, all out-of-pocket costs and expenses
incurred pursuant to Section 10.1.11, and all reasonable out-of-pocket costs and expenses (including, without limitation,
Attorney Costs, Taxes, and any Other Taxes) incurred by Administrative Agent and each Lender after an Event of Default in connection with
the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during
any workout, restructuring, or negotiations in respect thereof. In addition, each Loan Party shall pay, and shall save and hold harmless
Administrative Agent and the Lenders from all liability for, any fees of Borrower’s auditors in connection with any reasonable exercise
by Administrative Agent and the Lenders of their rights pursuant to Section 10.1.11. All Obligations provided for in this
Section 15.5 will survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.


 




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15.6 Assignments;
Participations.


 


15.6.1 Assignments.



 


(a) Any
Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of that Lender’s
Loans and Commitments, with the prior written consent of Administrative Agent and, so long as no Event of Default exists, Borrower (which
consent of Borrower may not be unreasonably withheld or delayed), but (i) no such consent of any kind is required for an assignment
(A) by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, (B) to an Eligible Assignee, or (C) prior
to the completion of the primary syndication of the Commitments as determined by Monroe Capital, and (ii) no assignment may be made
to a Loan Party or an Affiliate of a Loan Party. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum
aggregate amount equal to $1,000,000 (which minimum will be $250,000 if the assignment is to an Affiliate of the assigning Lender) or,
if less, the remaining Commitment and Loans held by the assigning Lender. Borrower and Administrative Agent will be entitled to continue
to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative
Agent has received and accepted an effective assignment agreement in substantially the form of Exhibit C (an “Assignment
Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment
may be made to any Person if at the time of that assignment Borrower would be obligated to pay any greater amount under Section 7.6
or Section 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under that section (and if
any assignment is made in violation of the foregoing, Borrower will not be required to pay any such greater amounts). Any attempted assignment
not made in accordance with this Section 15.6.1 will be treated as the sale of a participation under Section 15.6.2.
Borrower will be deemed to have granted its consent to any assignment requiring its consent under this Agreement unless Borrower has expressly
objected to that assignment within three Business Days after notice thereof.


 


(b) From
and after the date on which the conditions described above have been met, (i) the Assignee will be deemed automatically to have become
a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to that Assignee pursuant
to the Assignment Agreement, will have the rights and obligations of a Lender under this Agreement, and (ii) the assigning Lender,
to the extent that rights and obligations under this Agreement have been assigned by it pursuant to that Assignment Agreement, will be
released from its rights (other than its indemnification rights) and obligations under this Agreement. Upon the request of the Assignee
(and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Administrative
Agent for delivery to the Assignee (and, as applicable, the assigning Lender) one or more Notes in accordance with Section 3.1
to reflect the amounts assigned to that Assignee and the amounts, if any, retained by the assigning Lender. Each such Note will be dated
the effective date of the applicable assignment. Upon receipt by Administrative Agent of any such Note, the assigning Lender shall return
to Borrower any applicable prior Note held by it.


 


(c) Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of that Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 15.6.1
will not apply to any such pledge or assignment of a security interest. No such pledge or assignment of a security interest will release
a Lender from any of its obligations under this Agreement or substitute any such pledgee or assignee for that Lender as a party to this
Agreement.


 




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15.6.2 Participations.
Any Lender may at any time sell to one or more Persons (other than a natural person, or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person, or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) participating interests in its Loans, Commitments or other interests under this Agreement (including all or a portion of
its Commitment and/or the Loans owing to it) (any such Person, a “Participant”); provided that, in the event of a sale by
a Lender of a participating interest to a Participant, (a) that Lender’s obligations under this Agreement will remain unchanged
for all purposes; (b) Borrower and Administrative Agent shall continue to deal solely and directly with that Lender in connection with
that Lender’s rights and obligations under this Agreement; and (c) all amounts payable by Borrower will be determined as if that
Lender had not sold that participation and will be paid directly to that Lender. No Participant will have any direct or indirect voting
rights under this Agreement except with respect to any event described in Section 15.1 expressly requiring the unanimous vote of all Lenders
or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation
agreement which that Lender enters into with any Participant. Borrower agrees that if amounts outstanding under this Agreement are due
and payable (as a result of acceleration or otherwise), each Participant will be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement, but that right of set-off is subject to the obligation of each Participant to share with
the Lenders, and the Lenders shall share with each Participant, as provided in Section 7.5. Participant will be entitled to the benefits
of Section 7.6 and Section 8 as if it were a Lender (but on the date of the participation no Participant will be entitled to any greater
compensation pursuant to Section 7.6 or Section 8 than would have been paid to the participating Lender on that date if no participation
had been sold, and each Participant must comply with Section 7.6.4 as if it were an Assignee). Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register.


 


15.7 Register.
Administrative Agent shall maintain, and deliver a copy to Borrower upon written request, a copy of each Assignment Agreement delivered
and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the
Commitment of each Lender from time to time and whether that Lender is the original Lender or the Assignee. No assignment will be effective
unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a Lender’s interest
in the Register will be conclusive, absent manifest error, as to the ownership of the interests in the Loans. Administrative Agent will
not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. It is the intention that
the Loans and Commitments be treated as registered obligations and in “registered form” within the meaning of Sections 163(f),
871(h)(2) and 881(c)(2) of the Code, and that the right, title, and interest of the Lenders in and to those Loans and Commitments be transferable
only in accordance with the terms of this Agreement.


 


15.8 Governing
Law. This Agreement and each Note is a contract made under and governed by the internal laws of the State of New York
applicable to contracts made and to be performed entirely within that state, without regard to conflict-of-laws principles.


 




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15.9 Confidentiality.
As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and
record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing
or continuing to provide services. Administrative Agent and each Lender shall use commercially reasonable efforts (equivalent to the efforts
Administrative Agent or that Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential
all information provided to them by any Loan Party and designated as confidential, except that Administrative Agent and each Lender may
disclose any information as follows: (a) to Persons employed or engaged by Administrative Agent or that Lender or that Lender’s
Affiliates or Approved Funds in evaluating, approving, structuring, or administering the Loans and the Commitments; (b) to any assignee
or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9
(and any such assignee or participant or potential assignee or participant may disclose any such information to Persons employed or engaged
by them as described in clause (a) of this Section 15.9); (c) as required or requested by any federal
or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by Administrative Agent or
that Lender to be compelled by any court decree, subpoena, or legal or administrative order or process, but Administrative Agent or that
Lender, as applicable, shall (i) use reasonable efforts to give the applicable Loan Party written notice prior to disclosing the
information to the extent permitted by that requirement, request, court decree, subpoena, or legal or administrative order or process,
and (ii) disclose only that portion of the confidential information as Administrative Agent or that Lender reasonably believes, or
as counsel for Administrative Agent or that Lender, as applicable, advises Administrative Agent or that Lender, that it must disclose
pursuant to that requirement; (d) as Administrative Agent or that Lender reasonably believes, or on the advice of Administrative
Agent’s or that Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under
the Loan Documents or in connection with any litigation to which Administrative Agent or that Lender is a party; (f) to any nationally
recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued
with respect to that Lender; (g) to any Affiliate of Administrative Agent or any Lender who might provide bank products and cash
management services to the Loan Parties; (h) to that Lender’s independent auditors and other professional advisors as to which
that information has been identified as confidential; or (i) if that information ceases to be confidential through no fault of Administrative
Agent or any Lender. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone
or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves
the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If
any provision of any confidentiality agreement, non-disclosure agreement, or other similar agreement between Borrower and any Lender conflicts
with or contradicts this Section 15.9 with respect to the treatment of confidential information, then this Section 15.9
will supersede all such prior or contemporaneous agreements and understandings between the parties.


 


15.10 Severability.
Whenever possible each provision of this Agreement is to be interpreted so as to be effective and valid under applicable law, but if any
provision of this Agreement is prohibited by or invalid under applicable law, that provision will be ineffective to the extent of that
prohibition or invalidity, without invalidating the remainder of that provision or the remaining provisions of this Agreement.


 


15.11 Nature
of Remedies. All Obligations of the Loan Parties and rights of Administrative Agent and the Lenders expressed in this Agreement or
in any other Loan Document are in addition to and not in limitation of those provided by applicable law. No failure to exercise, and no
delay in exercising, on the part of Administrative Agent or any Lender, any right, remedy, power, or privilege under this Agreement will
operate as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege under this Agreement will preclude
any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.


 


15.12 Entire
Agreement. This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties
to this Agreement and supersedes all prior or contemporaneous agreements and understandings of all such Persons, verbal or written, relating
to the subject matter hereof and thereof (except as relates to the fees described in Section 5.1 and the Applicable Premium
described in Section 5.2) and any prior arrangements made with respect to the payment by the Loan Parties of (or any indemnification
for) any fees, costs, or expenses payable to or incurred (or to be incurred) by or on behalf of Administrative Agent or the Lenders.


 




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15.13 Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart
will be deemed to be an original, but all such counterparts will together constitute but one and the same Agreement. Receipt of an executed
signature page to this Agreement by facsimile or other electronic transmission will constitute effective delivery thereof. Electronic
records of executed Loan Documents maintained by the Lenders will be deemed to be originals.


 


15.14 Successors
and Assigns. This Agreement binds Borrower, the Lenders, Administrative Agent, and their respective successors and assigns and will
inure to the benefit of Borrower, the Lenders, and Administrative Agent and the successors and assigns of the Lenders and Administrative
Agent. No other Person is or is intended to be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement or any of the other Loan Documents. No Loan Party may assign or transfer any of its rights
or Obligations under this Agreement without the prior written consent of Administrative Agent and each Lender.


 


15.15 Captions.
Section captions used in this Agreement are for convenience only and do not affect the construction of this Agreement.


 


15.16 Customer
Identification—USA Patriot Act Notice. Each Lender and Monroe Capital (each for itself and not on behalf of any other party)
hereby notifies the Loan Parties that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into
law October 26, 2001 (the “Patriot Act”), it is required to obtain, verify, and record information that identifies
the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow that Lender
or Monroe Capital, as applicable, to identify the Loan Parties in accordance with the Patriot Act.


 


15.17 Indemnification
by Loan Parties. In consideration of the execution and delivery of this Agreement by Administrative Agent and the Lenders
and the agreement to extend the Commitments provided under this Agreement, Borrower hereby agrees to indemnify, exonerate, and hold harmless
Administrative Agent, each Lender and each of the officers, directors, employees, Affiliates, agents, and Approved Funds of Administrative
Agent and each Lender (each, a “Lender Party”) from and against any and all actions, causes of action, suits, losses,
liabilities, damages, and expenses, including Attorney Costs (collectively, the “Indemnified Liabilities”), incurred
by the Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger, purchase of
capital securities, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly
or indirectly, with the proceeds of any of the Loans; (b) the use, handling, release, emission, discharge, transportation, storage,
treatment or disposal of any Hazardous Substance at any property owned or leased by any Loan Party; (c) any violation of any Environmental
Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted thereon; (d) the investigation,
cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly
disposed of Hazardous Substances; or (e) the execution, delivery, performance, or enforcement of this Agreement or any other Loan
Document by any of the Lender Parties, in each case except for any such Indemnified Liabilities arising on account of the applicable Lender
Party’s gross negligence or willful misconduct as determined by a final, non-appealable judgment by a court of competent jurisdiction.
If and to the extent that the foregoing undertaking is unenforceable for any reason, Borrower hereby agrees to make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided
for in this Section 15.17 will survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or any modification,
release, or discharge of, any or all of the Collateral Documents and termination of this Agreement.


 




    67


     


    

 


15.18 Non-Liability
of Lenders.


 


(a) The
relationship between Borrower on the one hand and the Lenders and Administrative Agent on the other hand is solely that of borrower and
lender. Neither Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in
connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and
Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither
Administrative Agent nor any Lender undertakes any responsibility to any Loan Party to review or inform any Loan Party of any matter in
connection with any phase of any Loan Party’s business or operations. Borrower agrees, on behalf of itself and each other Loan Party,
that neither Administrative Agent nor any Lender has any liability to any Loan Party (whether sounding in tort, contract or otherwise)
for losses suffered by any Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the
relationship established by the Loan Documents, or any act, omission, or event occurring in connection therewith, unless it is determined
in a final non-appealable judgment by a court of competent jurisdiction that those losses resulted from the gross negligence or willful
misconduct of the party from which recovery is sought.


 


(b) No
Lender Party will be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks
or other similar information transmission systems in connection with this Agreement. No Lender Party will have any liability with respect
to, and Borrower, on behalf of itself and each other Loan Party, hereby waives, releases, and agrees not to sue for, any special, punitive,
exemplary, indirect, or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in
connection herewith or therewith (whether before or after the Closing Date).


 


(c) Each
Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other
Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue
of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders.


 


15.19 Forum
Selection and Consent to Jurisdiction. Any litigation based hereon, or arising out of, under, or in connection with
this Agreement or any other Loan Document, will be brought and maintained exclusively in the courts of the State of Illinois or in the
United States District Court for the Northern District of Illinois, but nothing in this Agreement will be deemed or operate to preclude
Administrative Agent from bringing suit or taking other legal action in any other jurisdiction. Borrower hereby expressly and irrevocably
submits to the jurisdiction of the courts of the State of Illinois and of the United States District Court for the Northern District of
Illinois for the purpose of any such litigation as set forth above. Borrower further irrevocably consents to the service of process by
registered mail, postage prepaid, or by personal service within or without the State of Illinois. Borrower hereby expressly and irrevocably
waives, to the fullest extent permitted by law, any objection that it now has or hereafter might have to the laying of venue of any such
litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.


 


15.20 Waiver
of Jury Trial. Borrower, Administrative Agent, and each Lender hereby waives any right to a trial by jury in any action
or proceeding to enforce or defend any rights under this Agreement, any Note, any other Loan Document, and any amendment, instrument,
document, or agreement delivered or which might in the future be delivered in connection with this Agreement or therewith or arising
from any lending relationship existing in connection with any of the foregoing, and agrees that any such action or proceeding will be
tried before a court and not before a jury.





 


15.21 Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement, or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion
powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application
of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including,
if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion
of, such liability into shares or other instruments of ownership in that EEA Financial Institution, its parent undertaking, or a
bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will
be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


[Signature pages follow]


 




    68


     


    

 


The parties are signing this
Credit Agreement as of the date stated in the introductory clause.





 


	 	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.,
	 	as Borrower
	 	 	 	 
	 	By:	/s/ Thomas H. King
	 	 	Name: 	Thomas H. King
	 	 	Title:	Chief Financial Officer and Secretary



 




    Exhibit E to Credit Agreement
 Page 1 of 4


     


    




 





	 	Monroe Capital Management Advisors, LLC,
	 	as Administrative Agent 
	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name:	Joseph P. Valickus
	 	 	Title:	Director



 






    Exhibit E to Credit Agreement
 Page 2 of 4


     


    

 


	 	MONROE CAPITAL INCOME PLUS CORPORATION,
	 	as a Lender 
	 	 	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name:	Joseph P. Valickus
	 	 	Title:	Director



 


	 	MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSP,
	 	as a Lender 
	 	 
	 	By: Monroe Capital Management Advisors LLC, as Investment Manager
	 	 	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name:	Joseph P. Valickus
	 	 	Title:	Director



 


	 	MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSP,
	 	as a Lender 
	 	 
	 	By:  Monroe Capital Management Advisors LLC, as Investment Manager
	 	 	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name:	Joseph P. Valickus
	 	 	Title:	Director



 


	 	MONROE PRIVATE CREDIT FUND A LP,
	 	as a Lender 
	 	 
	 	By:  Monroe Private Credit Fund A LLC, its general partner
	 	 	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name:	Joseph P. Valickus
	 	 	Title:	Director



 






    Exhibit E to Credit Agreement
 Page 3 of 4


     


    

 


	 	MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP,
	 	as a Lender 
	 	 
	 	By: Monroe Capital Management Advisors LLC, as Investment Manager
	 	 	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name:	Joseph P. Valickus
	 	 	Title:	Director


 


 


	 	MONROE CAPITAL PRIVATE CREDIT FUND 559 LP,
	 	as a Lender 
	 	 
	 	By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner
	 	 	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name: 	Joseph P. Valickus
	 	 	Title:	Director


 


 


Exhibit E to Credit Agreement

Page 4 of 4