Precision
Opinion, Inc.


 


HERITAGE
BANK OF COMMERCE




LOAN AND SECURITY AGREEMENT





 




    	 



     


    

 


This
Loan And Security Agreement is entered into as of September __, 2017, by
and between HERITAGE BANK OF COMMERCE (“Bank”) and PRECISION OPINION, INC.
(“Borrower”).


 


Recitals


 


Borrower
wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth
the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.


 


Agreement


 


The
parties agree as follows:


 


1.
Definitions
and Construction.


 


1.1
Definitions. As used in this Agreement, the following terms shall have the following definitions:


 


“Accounts”
means all presently existing and hereafter arising accounts, contract rights, payment intangibles, and all other forms of obligations
owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other
technology) or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance,
guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower’s
Books relating to any of the foregoing.


 


“Advance”
or “Advances” means a cash advance or cash advances under the Revolving Facility.


 


“Affiliate”
means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls
or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors,
and partners.


 


“Bank
Expenses” means all: reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in
connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; reasonable Collateral audit
fees; and Bank’s reasonable attorneys’ fees and expenses incurred in amending, enforcing or defending the Loan Documents
(including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding, whether or not suit is brought.


 


“Borrower’s
Books” means all of Borrower’s books and records including: ledgers; records concerning Borrower’s assets or
liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment,
containing such information.


 


“Borrowing
Base” means an amount equal to (i) eighty-five percent (85%) of Eligible Accounts plus (ii) seventy percent (70%) of Eligible
Unbilled Accounts, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower; provided
however, the aggregate amount of the Borrowing Base attributable to clause (ii) above shall not exceed $500,000 at any time.


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized
or required to close.


 


“Change
in Control” shall mean a transaction in which any “person” or “group” (within the meaning of Section
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then
outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group”
to elect a majority of the board of directors of Borrower, who did not have such power before such transaction.


 




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“Closing
Date” means the date of this Agreement.


 


“Code”
means the California Uniform Commercial Code.


 


“Collateral”
means the property described on Exhibit A attached hereto.


 


“Contingent
Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with
respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another; (ii) any obligations with respect
to undrawn letters of credit, corporate credit cards, or merchant services issued or provided for the account of that Person;
and (iii) all obligations arising under any agreement or arrangement designed to protect such Person against fluctuation in interest
rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall
not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent
Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by Bank in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations
under the guarantee or other support arrangement.


 


“Copyrights”
means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship
and derivative work thereof.


 


“Credit
Extension” means each Advance or any other extension of credit by Bank for the benefit of Borrower hereunder.


 


“Daily
Balance” means the amount of the Obligations owed at the end of a given day.


 


“EBITDA”
means earnings before interest, taxes, depreciation and amortization expenses.


 


“Eligible
Accounts” means those Accounts that arise in the ordinary course of Borrower’s business that comply with all of Borrower’s
representations and warranties to Bank set forth in Section 5.4 and net after all offsets and contras; provided, that standards
of eligibility may be fixed and revised from time to time by Bank in Bank’s reasonable judgment and upon notification thereof
to Borrower in accordance with the provisions hereof. Unless otherwise agreed to by Bank, Eligible Accounts shall not include
the following:


 


(a)
Accounts that the account debtor has failed to pay within ninety (90) days of invoice date;


 


(b)
Accounts with respect to an account debtor, thirty-five percent (35%) of whose Accounts the account debtor has failed to pay
within ninety (90) days of invoice date;


 


(c)
Accounts with respect to which the account debtor is an officer, employee, or agent of Borrower;


 


(d)
Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and
hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional;


 


(e)
Accounts with respect to which the account debtor is an Affiliate of Borrower;


 


(f)
Accounts with respect to which the account debtor does not have its principal place of business in the United States, except
for Eligible Foreign Accounts;


 


(g)
Accounts with respect to which the account debtor is the United States or any department, agency, or instrumentality of the
United States, unless approved by Bank on a case-by-case basis, which approval may be conditioned upon evidence that the payee
has assigned its payment rights to Bank, the assignment has been acknowledged under the Assignment of Claims Act of 1940 (31 U.S.C.
Section 3727), and such assignment otherwise complies with the Assignment of Claims Act to Bank’s reasonable satisfaction;


 




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(h)
Accounts with respect to which Borrower is liable to the account debtor for goods sold or services rendered by the account
debtor to Borrower or for deposits or other property of the account debtor held by Borrower, but only to the extent of any amounts
owing to the account debtor against amounts owed to Borrower;


 


(i)
Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Borrower exceed
forty percent (40%) of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in
writing by Bank;


 


(j)
Accounts that have not yet been billed to the account debtor;


 


(k)
Accounts that relate to deposits (such as good faith deposits) or other property of the account debtor held by Borrower for
the performance of services or delivery of goods which Borrower has not yet performed or delivered;


 





(l)
prebillings, retention billings, progress billings or bonded receivables;


 


(m)
Accounts consisting of deferred revenue offsets;


 


(n)
Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank
believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such
dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business; and


 


(o)
Accounts which Bank reasonably determines to be unsatisfactory for inclusion as an Eligible Account.


 


“Eligible
Foreign Accounts” means Accounts with respect to which the account debtor does not have its principal place of business
in the United States and that (i) are supported by one or more letters of credit in an amount and of a tenor, and issued by a
financial institution, acceptable to Bank, (ii) covered in full by credit insurance satisfactory to Bank, less any deductible,
or (iii) that Bank approves on a case-by-case basis.


 


“Eligible
Unbilled Accounts” means Accounts that (i) are not yet billed, (ii) are within thirty (30) days following the date of completion
of services, and (iii) which otherwise satisfy the definition of Eligible Accounts other than clause (j) of such definition.


 


“Equipment”
means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments
in which Borrower has any interest.


 


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


 


“Event
of Default” has the meaning assigned in Article 8.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time.


 


“Indebtedness”
means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation
reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes,
bonds, debentures or similar instruments, (c) all capital lease obligations and (d) all Contingent Obligations.


 




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“Insolvency
Proceeding” means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy
Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal
or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement,
or other relief.


 


“Intellectual
Property” means all of Borrower’s right, title, and interest in and to the following: Copyrights, Trademarks and Patents;
all trade secrets, all design rights, claims for damages by way of past, present and future infringement of any of the rights
included above, all licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties
arising from such use to the extent permitted by such license or rights; all amendments, renewals and extensions of any of the
Copyrights, Trademarks or Patents; and all proceeds and products of the foregoing, including without limitation all payments under
insurance or any indemnity or warranty payable in respect of any of the foregoing.


 


“Inventory”
means all inventory in which Borrower has or acquires any interest, including work in process and finished products intended for
sale or lease or to be furnished under a contract of service, of every kind and description now or at any time hereafter owned
by or in the custody or possession, actual or constructive, of Borrower, including such inventory as is temporarily out of its
custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds,
resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Borrower’s
Books relating to any of the foregoing.


 


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


 


“Lien”
means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.


 


“Loan
Documents” means, collectively, this Agreement, any note or notes, certificates, documents or instruments executed by Borrower,
any guarantees by third parties, and any other document, instrument or agreement entered into in connection with this Agreement,
all as amended or extended from time to time.


 


“Material
Adverse Effect” means a material adverse effect on (i) the business operations, condition (financial or otherwise) or prospects
of Borrower and its Subsidiaries taken as a whole or (ii) the ability of Borrower to repay the Obligations or otherwise perform
its obligations under the Loan Documents or (iii) the value or priority of Bank’s security interests in the Collateral.


 


“Negotiable
Collateral” means all letters of credit of which Borrower is a beneficiary, notes, drafts, instruments, securities, documents
of title, and chattel paper, and Borrower’s Books relating to any of the foregoing.


 


“Obligations”
means all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement or any
other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest
that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower
to others that Bank may have obtained by assignment or otherwise.


 


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


 


“Periodic
Payments” means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay
to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrower and
Bank.


 


“Permitted
Indebtedness” means:


 


(a)
Indebtedness of Borrower in favor of Bank arising under this Agreement or any other Loan Document;


 




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(b)
Indebtedness existing on the Closing Date and disclosed in the Schedule;


 


(c)
Indebtedness secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided (i) such
Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness and
(ii) such Indebtedness does not exceed $100,000 in the aggregate at any given time;


 


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


 


(e)
Subordinated Debt.


 


“Permitted
Investment” means:


 


(a)
Investments existing on the Closing Date disclosed in the Schedule; and


 


(b)
(i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any
State thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one
(1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s
Corporation or Moody’s Investors Service, (iii) certificates of deposit maturing no more than one (1) year from the date
of investment therein issued by Bank and (iv) Bank’s money market accounts.


 


“Permitted
Liens” means the following:


 


(a)
Any Liens existing on the Closing Date and disclosed in the Schedule or arising under this Agreement or the other Loan Documents;


 


(b)
Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good
faith by appropriate proceedings, provided the same have no priority over any of Bank’s security interests;


 


(c)
Liens (i) upon or in any equipment which was not financed by Bank acquired or held by Borrower or any of its Subsidiaries
to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition or
leasing of such equipment, or (ii) existing on such equipment at the time of its acquisition, provided that the Lien is confined
solely to the property so acquired or leased and improvements thereon, and the proceeds of such equipment; and


 


(d)
Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described
in clauses (a) through (c) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered
by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.


 


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


 


“Prime
Rate” means the variable rate of interest, per annum, that appears in The Wall Street Journal from time to time.


 


“Responsible
Officer” means each of the Chief Executive Officer or President, the Chief Operating Officer, the Chief Financial Officer
and the Controller of Borrower.


 


“Revolving
Facility” means the facility under which Borrower may request Bank to issue Advances, as specified in Section 2.1(a) hereof.


 




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“Revolving
Line” means a credit extension of up to Three Million Dollars ($3,000,000).


 


“Revolving
Maturity Date” means the second anniversary of the Closing Date, provided however, if, prior to the first anniversary of
the Closing Date, Borrowers and Bank do not mutually agree upon financial covenants for the second year, then the Revolving Maturity
Date shall automatically be accelerated to be the first anniversary of the Closing Date.


 


“Schedule”
means the schedule of exceptions attached hereto and approved by Bank, if any.


 


“Subordinated
Debt” means any debt incurred by Borrower that is subordinated to the debt owing by Borrower to Bank on terms acceptable
to Bank pursuant to a subordination agreement in form and substance satisfactory to Bank.


 


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


 


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


 


1.2
Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP and all
calculations made hereunder shall be made in accordance with GAAP. When used herein, the terms “financial statements”
shall include the notes and schedules thereto.


 


2.
Loan and Terms
Of Payment.


 


2.1
Credit Extensions.


 


Borrower
promises to pay to the order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of
all Credit Extensions made by Bank to Borrower hereunder. Borrower shall also pay interest on the unpaid principal amount of such
Credit Extensions at rates in accordance with the terms hereof.


 


(a)
Revolving Advances.


 


(i)
Subject to and upon the terms and conditions of this Agreement, Borrower may request Advances in an aggregate outstanding
amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base. Subject to the terms and conditions of this
Agreement, amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity
Date, at which time all Advances under this Section 2.1(a) shall be immediately due and payable. Notwithstanding the foregoing,
Bank may, in its sole discretion and upon Borrower’s request, make Advances to Borrower after the Revolving Maturity Date,
and all other terms and conditions under this Agreement shall apply to such Advances. Borrower may prepay any Advances without
penalty or premium. Borrower shall use the proceeds of the Advances for working capital and corporate purposes.


 


(ii)
Whenever Borrower desires an Advance, Borrower will notify Bank by email, facsimile transmission or telephone no later than
2:00 p.m. Pacific Time, on the Business Day that is one day before the Business Day the Advance is to be made. Each such notification
shall be promptly confirmed by an Advance Request Form in substantially the form of Exhibit B hereto. Bank is authorized
to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible
Officer, or without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become
due and remain unpaid. Bank shall be entitled to rely on any email or telephonic notice given by a person who Bank reasonably
believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages
or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under this Section to Borrower’s
deposit account at Bank.


 




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2.2
Overadvances. If the aggregate amount of the outstanding Advances exceeds the lesser of the Revolving Line or the Borrowing
Base at any time, Borrower shall immediately pay to Bank, in cash, the amount of such excess.


 


2.3
Interest Rates, Payments, and Calculations.


 


(a)
Interest Rates.


 


(i)
Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding Daily Balance thereof, at a rate
equal to two and one half percent (2.50%) above the Prime Rate.


 


(b)
Late Fee; Default Rate. If any payment is not made within ten (10) days after the date such payment is due, Borrower shall
pay Bank a late fee equal to the lesser of (i) five percent (5%) of the amount of such unpaid amount or (ii) the maximum amount
permitted to be charged under applicable law. All Obligations shall bear interest, from and after the occurrence and during the
continuance of an Event of Default, at a rate equal to five (5) percentage points above the interest rate applicable immediately
prior to the occurrence of the Event of Default.


 


(c)
Payments. Interest hereunder shall be due and payable on the last business day of each month during the term hereof. Bank
shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower’s deposit
accounts or against the Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable
hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter
accrue interest at the rate then applicable hereunder. All payments shall be free and clear of any taxes, withholdings, duties,
impositions or other charges, to the end that Bank will receive the entire amount of any Obligations payable hereunder, regardless
of source of payment.


 


(d)
Lockbox; Collections. Borrower shall cause all account debtors to deposit by wire, ACH, or use any other electronic funds
transfer of, any amounts owing to Borrower to such account (the “Bancontrol Account”) as Bank shall specify, and to
mail all payments made by check to a post office box under Bank’s control. All invoices shall specify such post office box
as the payment address. Bank shall have sole authority to collect such payments and deposit them to the Bancontrol Account. If
Borrower receives any amount despite such instructions, Borrower shall immediately deliver such payment to Bank in the form received,
except for an endorsement to the order of Bank and, pending such delivery, shall hold such payment in trust for Bank. Within two
Business Days after clearance of any checks, Bank shall credit all amounts paid into the Bancontrol Account to Borrower’s
operating account, provided however, upon an Event of Default that is continuing, Bank may, in its sole discretion, credit any
amounts paid into the Bancontrol Account first against any amounts outstanding under the Revolving Line, and then any remaining
balance of such amount shall be credited to Borrower’s operating account. Borrower shall enter into such lockbox agreement
as Bank shall reasonably request from time to time. Bank may, at its option, conduct a credit check of the Account Debtor for
each Eligible Account requested by Borrower for inclusion in the Borrowing Base and notify any account debtor of Bank’s
security interest in the Borrower’s Accounts. Bank may also verify directly with the respective account debtors the validity,
amount and other matters relating to the Eligible Accounts by means of analyzing customer payment history, matching purchase orders
or contracts to invoices, and direct telephonic or written confirmation with the account debtor.


 


(e)
Computation. In the event the Prime Rate is changed from time to time hereafter, the applicable rate of interest hereunder
shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime
Rate. All interest chargeable under the Loan Documents shall be computed on the basis of a three hundred sixty (360) day year
for the actual number of days elapsed.


 




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2.4
Crediting Payments. Prior to the occurrence of an Event of Default, Bank shall credit a wire transfer of funds, check or other
item of payment to such deposit account or Obligation as Borrower specifies. After the occurrence of an Event of Default, the
receipt by Bank of any wire transfer of funds, check, or other item of payment shall be immediately applied to conditionally reduce
Obligations, but shall not be considered a payment on account unless such payment is of immediately available federal funds or
unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary
contained herein, any wire transfer or payment received by Bank after 12:00 noon Pacific Time shall be deemed to have been received
by Bank as of the opening of business on the immediately following Business Day. Whenever any payment to Bank under the Loan Documents
would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be
due on the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period
of such extension.


 


2.5
Fees and Expenses.


 


(a)
Facility Fees. Borrower shall pay to Bank, on the Closing Date and on each anniversary of the Closing Date for so long as
the Revolving Facility is in place, a facility fee with respect to the Revolving Facility equal to one percent (1.00%) of the
Revolving Line, each of which are fully earned and nonrefundable.


 


(b)
Early Termination Fee. If this Agreement is terminated for any reason prior to the Revolving Maturity Date, Borrower shall
pay to Bank a cash fee (the “Early Termination Fee”) in the amount equal to one percent (1.00%) of the Revolving Line.
The Early Termination Fee shall be due and payable on the effective date of such termination and thereafter shall bear interest
at a rate equal to the highest rate applicable to any of the Obligations.


 


(c)
Bank Expenses. On the Closing Date, all Bank Expenses incurred through the Closing Date, including reasonable attorneys’
fees and expenses and, after the Closing Date, all Bank Expenses, including reasonable attorneys’ fees and expenses, as
and when they are incurred by Bank.


 


2.6
Term. This Agreement shall become effective on the Closing Date and, subject to Section 12.7, shall continue in full force
and effect for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement.
Notwithstanding the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement
immediately and without notice upon the occurrence and during the continuance of an Event of Default. Notwithstanding termination,
Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.


 


3.
Conditions of
Loans.


 


3.1
Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to
the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a)
this Agreement;


 


(b)
a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery
of this Agreement;


 


(c)
UCC National Form Financing Statement;


 


(d)
an intellectual property security agreement;


 


(e)
 a subordination agreement executed by Michael France and Guthrie Rebel;


 


(f)
validity indemnification by James Medik;





 




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(g)
payoff letter from Wells Fargo Bank, National Association;


 


(h)
an intercreditor agreement with SuperG Funding;


 


(i)
evidence of Borrower’s receipt of cash proceeds of at least $1,250,000 from the credit facility provided by SuperG Funding
(the “SuperG Loan”);


 


(j)
certificate(s) of insurance naming Bank as loss payee and additional insured;


 


(k)
payment of the fees and Bank Expenses then due specified in Section 2.5 hereof;


 


(l)
current financial statements of Borrower;


 


(m)
an audit of the Collateral, the results of which shall be satisfactory to Bank;


 


(n)
establishment of the Bancontrol Account and lockbox arrangements; and


 


(o)
such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


3.2
Conditions Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial
Credit Extension, is further subject to the following conditions:


 


(a)
timely receipt by Bank of the Advance Request Form as provided in Section 2.1;


 


(b)
the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of
the date of Borrower’s request for such Credit Extension and on the effective date of each Credit Extension as though made
at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect
to such Credit Extension. The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower
on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2; and


 


(c)
in Bank’s sole discretion, there has not been any material impairment in the Accounts, general affairs, management,
results of operation, financial condition or the prospect of repayment of the Obligations, or there has not been any material
adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.


 


4.
Creation of
Security Interest.


 


4.1
Grant of Security Interest. Borrower grants and pledges to Bank a continuing security interest in all presently existing and
hereafter acquired or arising Collateral in order to secure prompt repayment of any and all Obligations and in order to secure
prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Such security interest constitutes
a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security
interest in Collateral acquired after the date hereof.


 


4.2
Delivery of Additional Documentation Required. Borrower shall from time to time execute and deliver to Bank, at the request
of Bank, all Negotiable Collateral, all financing statements and other documents that Bank may reasonably request, in form satisfactory
to Bank, to perfect and continue the perfection of Bank’s security interests in the Collateral and in order to fully consummate
all of the transactions contemplated under the Loan Documents. Borrower from time to time may deposit with Bank specific time
deposit accounts to secure specific Obligations. Borrower authorizes Bank to hold such balances in pledge and to decline to honor
any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of such balances for so
long as the Obligations are outstanding.


 




    	 	 9	 



     


    

 


4.3
Right to Inspect. Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice,
from time to time during Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred
and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral
in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.


 


5.
Representations
and Warranties.


 


Borrower
represents and warrants as follows:


 


5.1
Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing under the laws of its state
of incorporation and qualified and licensed to do business in any state in which the conduct of its business or its ownership
of property requires that it be so qualified.


 


5.2
Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s
powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s
Articles of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement to which Borrower
is a party or by which Borrower is bound. Borrower is not in default under any material agreement to which it is a party or by
which it is bound.


 


5.3
No Prior Encumbrances. Borrower has good and marketable title to its property, free and clear of Liens, except for Permitted
Liens.


 


5.4
Bona Fide Eligible Accounts. The Eligible Accounts are bona fide existing obligations. The property and services giving rise
to such Eligible Accounts has been delivered or rendered to the account debtor or to the account debtor’s agent for immediate
and unconditional acceptance by the account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding
of any account debtor that is included in any Borrowing Base Certificate as an Eligible Account.


 


5.5
Merchantable Inventory. All Inventory, if any, is in all material respects of good and marketable quality, free from all material
defects, except for Inventory for which adequate reserves have been made.


 


5.6
Intellectual Property. Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted
by Borrower to its customers in the ordinary course of business. Each of the Patents is valid and enforceable, and no part of
the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part
of the Intellectual Property violates the rights of any third party. Except as set forth in the Schedule, Borrower’s rights
as a licensee of intellectual property do not give rise to more than five percent (5%) of its gross revenue in any given month,
including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service. Borrower
is not a party to, or bound by, any agreement that restricts the grant by Borrower of a security interest in Borrower’s
rights under such agreement.


 


5.7
Name; Location of Chief Executive Office. Except as disclosed in the Schedule, Borrower has not done business under any name
other than that specified on the signature page hereof; or, in the past five (5) years, changed its jurisdiction of formation,
corporate structure, organizational type, or any organizational number assigned by its jurisdiction. The chief executive office
of Borrower is located at the address indicated in Section 10 hereof. All Borrower’s Inventory and Equipment is located
only at the location set forth in Section 10 hereof.


 


5.8
Litigation. Except as set forth in the Schedule, there are no actions or proceedings pending by or against Borrower or any
Subsidiary before any court or administrative agency.


 


5.9
No Material Adverse Change in Financial Statements. All consolidated and consolidating financial statements related to Borrower
and any Subsidiary that Bank has received from Borrower fairly present in all material respects Borrower’s financial condition
as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There
has not been a material adverse change in the consolidated or the consolidating financial condition of Borrower since the date
of the most recent of such financial statements submitted to Bank.


 




    	 	 10	 



     


    

 





5.10
Solvency, Payment of Debts. Borrower is solvent and able to pay its debts (including trade debts) as they mature.


 


5.11
Regulatory Compliance. Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any
employee benefit plans subject to ERISA, and no event has occurred resulting from Borrower’s failure to comply with ERISA
that could result in Borrower’s incurring any material liability. Borrower is not an “investment company” or
a company “controlled” by an “investment company” within the meaning of the Investment Company Act of
1940. Borrower is not engaged principally, or as one of the important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal
Reserve System). Borrower and each Subsidiary have complied with all the provisions of the Federal Fair Labor Standards Act. Borrower
and each Subsidiary have not violated any material statutes, laws, ordinances or rules applicable to it.


 


5.12
Environmental Condition. None of Borrower’s or any Subsidiary’s properties or assets has ever been used by Borrower
or any Subsidiary or, to the best of Borrower’s knowledge, by previous owners or operators, in the disposal of, or to produce,
store, handle, treat, release, or transport, any hazardous waste or hazardous substance other than in accordance with applicable
law; to the best of Borrower’s knowledge, none of Borrower’s properties or assets has ever been designated or identified
in any manner pursuant to any environmental protection statute as a hazardous waste or hazardous substance disposal site, or a
candidate for closure pursuant to any environmental protection statute; no lien arising under any environmental protection statute
has attached to any revenues or to any real or personal property owned by Borrower or any Subsidiary; and neither Borrower nor
any Subsidiary has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal,
state or other governmental agency concerning any action or omission by Borrower or any Subsidiary resulting in the releasing,
or otherwise disposing of hazardous waste or hazardous substances into the environment.


 


5.13
Taxes. Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid,
or have made adequate provision for the payment of, all taxes reflected therein.


 


5.14
Investments. Neither Borrower nor any Subsidiary owns any stock, partnership interest or other equity securities of any Person,
except for Permitted Investments.


 


5.15
Government Consents. Borrower and each Subsidiary have obtained all material consents, approvals and authorizations of, made
all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued
operation of Borrower’s business as currently conducted.


 


5.16
Operating, Depository and Investment Accounts. None of Borrower’s nor any Subsidiary’s operating, depository or
investments accounts is maintained or invested with a Person other than Bank, except in compliance with Section 6.8.


 


5.17
Full Disclosure. No representation, warranty or other statement made by Borrower in any certificate or written statement furnished
to Bank contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements
contained in such certificates or statements not misleading.


 


6.
Affirmative
Covenants.


 


Borrower
shall do all of the following:


 


6.1
Good Standing. Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in its
jurisdiction of incorporation and maintain qualification in each jurisdiction in which it is required under applicable law. Borrower
shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss
of which could have a Material Adverse Effect.


 


6.2
Government Compliance. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA
with respect to any employee benefit plans subject to ERISA. Borrower shall comply, and shall cause each Subsidiary to comply,
with all statutes, laws, ordinances and government rules and regulations to which it is subject, noncompliance with which could
have a Material Adverse Effect.


 




    	 	 11	 



     


    

 


6.3
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank:


 


(a)
within fifteen (15) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable,
(ii) a sales journal, (iii) a collections journal, (iv) an inventory listing, (v) a deferred revenue listing, if applicable, and
(vi) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto;


 


(b)
as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared consolidated
balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such month,
prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank along with a Compliance Certificate signed
by a Responsible Officer in substantially the form of Exhibit D hereto;


 


(c)
as soon as available, but in any event within one hundred fifty (150) days after the end of Borrower’s fiscal year,
audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an
unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank;


 


(d)
as soon as available, but in any event within fifteen (15) days after filing, copies of Borrower’s tax returns, with
schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank;


 


(e)
as soon as available, but in any event no later than January 31 of each year, annual operating projections (including income
statements, balance sheets and cash flow statements presented in a monthly format) for such fiscal year, approved by Borrower’s
board of directors, and in form and substance reasonably satisfactory to Bank (each, a “Financial Plan”);


 


(f)
copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any
holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission;


 


(g)
promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary
that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more, or any commercial
tort claim (as defined in the Code) acquired by Borrower;


 


(h)
such budgets, sales projections, operating plans, other financial information including information related to the verification
of Borrower’s Accounts as Bank may reasonably request from time to time; and


 


(i)
promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default
or event described in Section 8 (including Section 8.6) which, with the giving of notice or passage of time, or both, would constitute
an Event of Default, Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably
detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute
an Event of Default.


 


6.4
Audits. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at
Borrower’s expense, provided that such audits will be conducted no more often than once every six (6) months unless an Event
of Default has occurred and is continuing.





 




    	 	 12	 



     


    

 


6.5
Inventory; Returns. Borrower shall keep all Inventory, if any, in good and marketable condition, free from all material defects
except for Inventory for which adequate reserves have been made. Returns and allowances, if any, as between Borrower and its account
debtors shall be on the same basis and in accordance with the usual customary practices of Borrower, as they exist at the time
of the execution and delivery of this Agreement. Borrower shall promptly notify Bank of all returns and recoveries and of all
disputes and claims, where the return, recovery, dispute or claim involves more than Fifty Thousand Dollars ($50,000).


 


6.6
Taxes. Borrower shall make, and shall cause each Subsidiary to make, due and timely payment or deposit of all material federal,
state, and local taxes, assessments, or contributions required of it by law, and will execute and deliver to Bank, on demand,
appropriate certificates attesting to the payment or deposit thereof; and Borrower will make, and will cause each Subsidiary to
make, timely payment or deposit of all material tax payments and withholding taxes required of it by applicable laws, including,
but not limited to, those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and
will, upon request, furnish Bank with proof satisfactory to Bank indicating that Borrower or a Subsidiary has made such payments
or deposits; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested
in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower.


 


6.7
Insurance.


 


(a)
Borrower, at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers,
and all other hazards and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted
in the locations where Borrower’s business is conducted on the date hereof. Borrower shall also maintain insurance relating
to Borrower’s business, ownership and use of the Collateral in amounts and of a type that are customary to businesses similar
to Borrower’s.


 


(b)
All such policies of insurance shall be in such form, with such companies, and in such amounts as are reasonably satisfactory
to Bank. All such policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory
to Bank, showing Bank as an additional loss payee thereof, and all liability insurance policies shall show the Bank as an additional
insured and shall specify that the insurer must give at least twenty (20) days’ notice to Bank before canceling its policy
for any reason. Upon Bank’s request, Borrower shall deliver to Bank certified copies of such policies of insurance and evidence
of the payments of all premiums therefor. All proceeds payable under any such policy shall, at the option of Bank, be payable
to Bank to be applied on account of the Obligations.


 


6.8
Operating, Depository and Investment Accounts. Borrower shall maintain and shall cause each of its Subsidiaries to maintain
its depository, operating, and investment accounts with Bank. For each account that Borrower maintains outside of Bank, Borrower
shall cause the applicable bank or financial institution at or with which any such account is maintained to execute and deliver
an account control agreement or other appropriate instrument in form and substance satisfactory to Bank.


 


6.9
Financial Covenants.


 


(a)
Performance to Plan - EBITDA.


 


(i)
Borrower’s trailing three (3) month EBITDA for the period ending on September 30, 2017, shall not negatively deviate
by more than 25% from Borrower’s projected EBITDA for such period as set forth in Borrower’s Financial Plan


 


(ii)
Borrower’s trailing six (6) month EBITDA, measured on the last day of each calendar quarter beginning with the quarter
ending December 31, 2017, shall not negatively deviate by more than 25% from Borrower’s projected EBITDA for such period
as set forth in Borrower’s Financial Plan.


 


(b)
Asset Coverage Ratio. Borrower shall maintain a minimum ratio of (i) unrestricted cash maintained at Bank plus Eligible Accounts
to (ii) all Obligations owing to Bank of at least 1.25 to 1.00, measured on the last day of each month.


 




    	 	 13	 



     


    

 


6.10
Intellectual Property Rights.


 


(a)
Borrower shall (i) protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly
advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material
to Borrower’s business to be abandoned, forfeited or dedicated to the public.


 


(b)
Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed
with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers,
if any. Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations
with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title
will appear on such applications or registrations, and the date such applications or registrations will be filed, and (ii) prior
to the filing of any such applications or registrations, shall execute such documents as Bank may reasonably request for Bank
to maintain its perfection in such intellectual property rights to be registered by Borrower, and upon the request of Bank, shall
file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications
or registrations with the United States Copyright Office, Borrower shall promptly provide Bank with (i) a copy of such applications
or registrations, without the exhibits, if any, thereto, (ii) evidence of the filing of any documents requested by Bank to be
filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and (iii)
the date of such filing.


 


(c)
Bank may audit Borrower’s Intellectual Property to confirm compliance with this Section, provided such audit may not
occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but
not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is required under this Section to take
but which Borrower fails to take, after 15 days’ notice to Borrower. Borrower shall reimburse and indemnify Bank for all
reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.


 


6.11
SuperG Loan/Universal Settlement. Borrower shall cause $700,000 (the “Reserved Funds”) of the cash proceeds from
the initial closing of the SuperG Loan to be deposited in an account maintained at Bank, and the Reserved Funds shall only be
used to pay the settlement amount required to satisfy the dispute with Universal Survey Center Inc. (the “Universal Dispute”).
Borrower authorizes Bank to place a hold on the Reserved Funds and decline to honor any checks, drafts or other items of payment
or directions to wire or otherwise transfer the Reserved Funds until the Universal Dispute has been settled. Any amount of the
Reserve Funds in excess of the required settlement payments with respect to the Universal Dispute shall be released to Borrower
upon Bank’s receipt of evidence satisfactory to Bank that the Universal Dispute has been settled and all claims dismissed
and released.


 


6.12
Further Assurances. At any time and from time to time Borrower shall execute and deliver such further instruments and take
such further action as may reasonably be requested by Bank to effect the purposes of this Agreement.


 


7.
Negative Covenants.


 


Borrower
will not do any of the following:


 


7.1
Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”), or permit any
of its Subsidiaries to Transfer, all or any part of its business or property, other than: (i) Transfers of Inventory in the ordinary
course of business; (ii) Transfers of non-exclusive licenses and similar arrangements for the use of the property of Borrower
or its Subsidiaries in the ordinary course of business; or (iii) Transfers of worn-out or obsolete Equipment which was not financed
by Bank.


 


7.2
Change in Business; Responsible Officer or Executive Office. Engage in any business, or permit any of its Subsidiaries to
engage in any business, other than the businesses currently engaged in by Borrower and any business substantially similar or related
thereto (or incidental thereto); experience a change in a Responsible Officer, or cease to conduct business in the manner conducted
by Borrower as of the Closing Date; or without thirty (30) days prior written notification to Bank, relocate its chief executive
office or state of incorporation or change its legal name; or without Bank’s prior written consent, change the date on which
its fiscal year ends.





 




    	 	 14	 



     


    

 


7.3
Mergers or Acquisitions; Change in Control. Suffer or permit a Change in Control; merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with or into any other business organization, or acquire, or permit any of its Subsidiaries
to acquire, all or a material portion of the capital stock or property of another Person.


 


7.4
Indebtedness. Create, incur, guarantee, assume or be or remain liable with respect to any Indebtedness, or permit any Subsidiary
so to do, other than Permitted Indebtedness.


 


7.5
Encumbrances. Create, incur, assume or suffer to exist any Lien with respect to any of its property, or assign or otherwise
convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for
Permitted Liens, or enter into any agreement with any Person other than Bank not to grant a security interest in, or otherwise
encumber, any of its property, or permit any Subsidiary to do so.


 


7.6
Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase
of any capital stock, or permit any of its Subsidiaries to do so, except that Borrower may (i) repurchase the stock of former
employees pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase or would
not exist after giving effect to such repurchase, and the aggregate amount of such repurchase does not exceed $100,000 in any
fiscal year; and (ii) make distributions to each of its shareholder (collectively, “Tax Distributions”) in an amount
not greater than the actual current income tax payments required to be made by each such shareholder based upon the income of
such shareholder accruing due to the s-corp election of Borrower under the United States Internal Revenue Code and based upon
the operations of Borrower and the resulting actual federal tax liability of such shareholder unless an Event of Default has occurred
that is continuing, or such Tax Distributions when made would cause, or reasonably be expected to cause, an Event of Default.


 


7.7
Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries
so to do, other than Permitted Investments; or maintain or invest any of its property with a Person other than Bank or permit
any of its Subsidiaries to do so unless such Person has entered into an account control agreement with Bank in form and substance
satisfactory to Bank; or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary
from paying dividends or otherwise distributing property to Borrower.


 


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


 


7.9
Subordinated Debt. Make any payment on account of Subordinated Debt, except to the extent the payment is allowed under any
subordination agreement entered into with Bank, or amend any provision contained in any documentation relating to the Subordinated
Debt without Bank’s prior written consent.


 


7.10
Inventory and Equipment. Store the Inventory or the Equipment with a bailee, warehouseman, or other third party unless the
third party has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party
that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse
receipt, where negotiable, covering such Inventory or Equipment. Store or maintain any Equipment or Inventory at a location other
than the location set forth in Section 10 of this Agreement.


 




    	 	 15	 



     


    

 


7.11
Compliance. Become an “investment company” or be controlled by an “investment company,” within the
meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities,
the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension
for such purpose. Fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction,
as defined in ERISA, to occur, fail to comply with the Federal Fair Labor Standards Act or violate any law or regulation, which
violation could have a Material Adverse Effect, or a material adverse effect on the Collateral or the priority of Bank’s
Lien on the Collateral, or permit any of its Subsidiaries to do any of the foregoing.


 


8.
Events of Default.


 


Any
one or more of the following events shall constitute an Event of Default by Borrower under this Agreement:





 


8.1
Payment Default. If Borrower fails to pay, when due, any of the Obligations.


 


8.2
Covenant Default.


 


(a)
If Borrower fails to perform any obligation under Article 6 or violates any of the covenants contained in Article 7 of this
Agreement; or


 


(b)
If Borrower fails or neglects to perform or observe any other material term, provision, condition, or covenant contained in
this Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to
any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within
ten days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the
default cannot by its nature be cured within the ten day period or cannot after diligent attempts by Borrower be cured within
such ten day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable
period (which shall not in any case exceed 30 days) to attempt to cure such default, and within such reasonable time period the
failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made.


 


8.3
Material Adverse Effect. If there occurs any circumstance or circumstances that could have a Material Adverse Effect.


 


8.4
Attachment. If any portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is
levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment,
seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) days, or if Borrower is
enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any part of its business affairs,
or if a judgment or other claim becomes a lien or encumbrance upon any portion of Borrower’s assets, or if a notice of lien,
levy, or assessment is filed of record with respect to any of Borrower’s assets by the United States Government, or any
department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not
paid within ten (10) days after Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event
of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower (provided
that no Credit Extensions will be required to be made during such cure period).


 


8.5
Insolvency. If Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower, or if an Insolvency Proceeding
is commenced against Borrower and is not dismissed or stayed within thirty (30) days (provided that no Credit Extensions will
be made prior to the dismissal of such Insolvency Proceeding).


 


8.6
Other Agreements. If there is a default or other failure to perform in any agreement to which Borrower is a party or by which
it is bound resulting in a right by a third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount in excess of Fifty Thousand Dollars ($50,000) or which could have a Material Adverse Effect.


 




    	 	 16	 



     


    

 


8.7
Subordinated Debt. If Borrower makes any payment on account of Subordinated Debt, except to the extent the payment is allowed
under any subordination agreement entered into with Bank.


 


8.8
Judgments. If a judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least
Fifty Thousand Dollars ($50,000) shall be rendered against Borrower and shall remain unsatisfied and unstayed for a period of
ten (10) days (provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment); or


 


8.9
Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or
representation set forth herein or in any certificate delivered to Bank by any Responsible Officer pursuant to this Agreement
or to induce Bank to enter into this Agreement or any other Loan Document; or.


 


9.
Bank’s
Rights and Remedies.


 


9.1
Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without
notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:


 


(a)
Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately
due and payable (provided that upon the occurrence of an Event of Default described in Section 8.5, all Obligations shall become
immediately due and payable without any action by Bank);


 


(b)
Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement
between Borrower and Bank;


 


(c)
Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral.
Borrower agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate.
Borrower authorizes Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral,
or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination
appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect
to any of Borrower’s owned premises, Borrower hereby grants Bank a license to enter into possession of such premises and
to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity,
or otherwise;


 


(d)
Set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Bank, or (ii) indebtedness
at any time owing to or for the credit or the account of Borrower held by Bank;


 


(e)
Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided
for herein) the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section
9.1, to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names,
trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under
this Section 9.1, Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit;


 


(f)
Dispose of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such
places (including Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations
in whatever manner or order Bank deems appropriate;


 


(g)
Bank may credit bid and purchase at any public sale; and





 




    	 	 17	 



     


    

 


(h)
Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.


 


9.2
Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably
appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to:(a)
send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) notify
all account debtors with respect to the Accounts to pay Bank directly; (c) sign Borrower’s name on any invoice or bill of
lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts,
and notices to account debtors; (d) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies
of insurance; (e) demand, collect, receive, sue, and give releases to any account debtor for the monies due or which may become
due upon or with respect to the Accounts and to compromise, prosecute, or defend any action, claim, case or proceeding relating
to the Accounts; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts
and upon terms which Bank determines to be reasonable; (g) sell, assign, transfer, pledge, compromise, discharge or otherwise
dispose of any Collateral; (h) receive and open all mail addressed to Borrower for the purpose of collecting the Accounts; (i)
endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession;
(j) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Bank’s
interests in the Accounts and file, in its sole discretion, one or more financing or continuation statements and amendments thereto,
relative to any of the Collateral; and (k) do all acts and things necessary or expedient, in furtherance of any such purposes;
provided however Bank may exercise such power of attorney with respect to any actions described in clause (j) above, regardless
of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every
one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully
repaid and performed and Bank’s obligation to provide Credit Extensions hereunder is terminated.


 


9.3
Accounts Collection. In addition to the foregoing, at any time after the occurrence of an Event of Default, Bank may notify
any Person owing funds to Borrower of Bank’s security interest in such funds and verify the amount of such Account. Borrower
shall collect all amounts owing to Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver
such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit.


 


9.4
Bank Expenses. If Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities,
as required under the terms of this Agreement, then Bank may do any or all of the following: (a) make payment of the same or any
part thereof; (b) set up such reserves under a loan facility in Section 2.1 as Bank deems necessary to protect Bank from the exposure
created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.7 of this Agreement,
and take any action with respect to such policies as Bank deems prudent. Any amounts so paid or deposited by Bank shall constitute
Bank Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided,
and shall be secured by the Collateral. Any payments made by Bank shall not constitute an agreement by Bank to make similar payments
in the future or a waiver by Bank of any Event of Default under this Agreement.


 


9.5
Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices, Bank shall not in any way
or manner be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or arising
in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman,
bailee, forwarding agency, or other person whomsoever. All risk of loss, damage or destruction of the Collateral shall be borne
by Borrower.


 


9.6
Remedies Cumulative. Bank’s rights and remedies under this Agreement, the Loan Documents, and all other agreements shall
be cumulative. Bank shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or
in equity. No exercise by Bank of one right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default
on Borrower’s part shall be deemed a continuing waiver. No delay by Bank shall constitute a waiver, election, or acquiescence
by it. No waiver by Bank shall be effective unless made in a written document signed on behalf of Bank and then shall be effective
only in the specific instance and for the specific purpose for which it was given.


 




    	 	 18	 



     


    

 


9.7
Demand; Protest. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and
nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts,
documents, instruments, chattel paper, and guarantees at any time held by Bank on which Borrower may in any way be liable.


 


10.
Notices.


 


Unless
otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered
into in connection herewith shall be in writing and (except for financial statements and other informational documents which may
be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service,
certified mail, postage prepaid, return receipt requested, or by email or telefacsimile to Borrower or to Bank, as the case may
be, at its addresses set forth below:


 


	If
    to Borrower:	Precision
    Opinion, Inc.
	 	101
    Convention Center Drive, Plaza 125
	 	Las
    Vegas, NV 89109
	 	Attn:
    Jim Medick, President
	 	FAX:
    (____) _______________

    Email: ________________________
	 	 
	If
    to Bank:	HERITAGE
    BANK OF COMMERCE
	 	150
    South Almaden Blvd. 
	 	San
    Jose, California 95113
	 	Attn:
    Karla Schrader
	 	FAX:
    (408) 947-6910
	 	Email:
    Karla.Schrader@herbank.com 


 


The
parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner
given to the other.


 


11.
CHOICE OF LAW
AND VENUE; JURY TRIAL WAIVER.


 


This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard
to principles of conflicts of law. Each of Borrower and Bank hereby submits to the jurisdiction of the state and Federal courts
located in the County of Santa Clara, State of California. BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY
RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


If
the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating
to this Agreement, the Loan Documents or any of the transactions contemplated therein shall be settled by judicial reference pursuant
to Code of Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable
to the parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the California Superior Court
for Santa Clara County. This Section shall not restrict a party from exercising remedies under the Code or from exercising pre-judgment
remedies under applicable law.


 




    	 	 19	 



     


    

 





12.
General Provisions.


 


12.1
Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns
of each of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Borrower without
Bank’s prior written consent, which consent may be granted or withheld in Bank’s sole discretion. Bank shall have
the right without the consent of or notice to Borrower to sell, transfer, negotiate, or grant participation in all or any part
of, or any interest in, Bank’s obligations, rights and benefits hereunder.


 


12.2
Indemnification. Borrower shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against:
(a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions
contemplated by this Agreement; and (b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank as a result
of or in any way arising out of, following, or consequential to the transactions between Bank and Borrower whether under this
Agreement, or otherwise (including without limitation reasonable attorneys’ fees and expenses), except for losses caused
by Bank’s gross negligence or willful misconduct.


 


12.3
Time of Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.


 


12.4
Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement
for the purpose of determining the legal enforceability of any specific provision.


 


12.5
Amendments in Writing, Integration. Neither this Agreement nor the Loan Documents can be amended or terminated orally. All
prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the
subject matter of this Agreement and the Loan Documents, if any, are merged into this Agreement and the Loan Documents.


 


12.6
Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute
but one and the same Agreement. In the event that any signature to this Agreement or any other Loan Document is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or
“.pdf” signature page were an original thereof. Notwithstanding the foregoing, Borrower shall deliver all original
signed documents requested by Bank no later than ten (10) Business Days following the Closing Date.


 


12.7
Survival. All covenants, representations and warranties made in this Agreement shall continue in full force and effect so
long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions to Borrower. The obligations of
Borrower to indemnify Bank with respect to the expenses, damages, losses, costs and liabilities described in Section 12.2 shall
survive until all applicable statute of limitations periods with respect to actions that may be brought against Bank have run.


 


12.8
Confidentiality. In handling any confidential information Bank and all employees and agents of Bank, including but not limited
to accountants, shall exercise the same degree of care that it exercises with respect to its own proprietary information of the
same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement
except that disclosure of such information may be made (i) to the subsidiaries or affiliates of Bank in connection with their
present or prospective business relations with Borrower, (ii) to prospective transferees or purchasers of any interest in the
loans, provided that they are similarly bound by confidentiality obligations, (iii) as required by law, regulations, rule or order,
subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation
of Bank and (v) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder
shall not include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed
to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to Bank by
a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.


 




    	 	 20	 



     


    

 





12.9
Publicity. Borrower authorizes Bank to disclose its relationship with Borrower for marketing and/or advertising purposes with
prior notice to Borrower, including the use of Borrower’s logo, name and contact information, photographs of Borrower or
its buildings, and quotes about Bank from Borrower’s officers and employees in Bank’s promotional materials.


 


12.10
Patriot Act Notice. Bank hereby notifies Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of
Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes names and addresses and other information that will allow
Bank, as applicable, to identify the Borrower in accordance with the Patriot Act.


 


[signature
page follows]


 




    	 	 21	 



     


    

 


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


 


	 	PRECISION
    OPINION, INC.
	 	 	            
	 	By:	
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	HERITAGE
    BANK OF COMMERCE
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 





 




    	 	 22	 



     


    

 





	DEBTOR:	PRECISION
    OPINION, INC.
	 	 
	SECURED
    PARTY:	HERITAGE
    BANK OF COMMERCE


 


Exhibit
A



COLLATERAL DESCRIPTION ATTACHMENT

TO LOAN AND SECURITY AGREEMENT


 


All
personal property of Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing
or hereafter created or acquired, and wherever located, including, but not limited to:


 


(a)
all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), commercial
tort claims, deposit accounts, securities accounts, documents (including negotiable documents), equipment (including all accessions
and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments
(including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service,
and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit
rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment
containing said books and records;


 


(b)
any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds,
and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given
to them in the California Uniform Commercial Code, as amended or supplemented from time to time.





 




    	 



     


    

 











 




    	 



     


    

 








Exhibit
C 

BORROWING BASE CERTIFICATE 




 


	Borrower:
    Precision Opinion, Inc.	 	 	 	 	Lender:	 	 	HERITAGE
    BANK OF 	 
	Commitment
    Amount: $3,000,000	 	 	 	 	Loan
    #:	 	 	COMMERCE	 
	ACCOUNTS
    RECEIVABLE	 	Period:	 	 	 	 	 	 	 	 	 	 
	1	 	 	Accounts
    Receivable Book Value as of:	 	 	X/X/XX	 	 	 		 	 	 		 	 	$	0.00	 
	2	 	 	Total
    Accounts Receivable:	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNTS
    RECEIVABLE DEDUCTIONS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	Accounts
    Receivable Aged over 90 Days from invoice date	 	 	 	 	 	 		 	 	$	0.00	 	 	 	 	 
	4	 	 	Cross
    aging over	 	 	35	%	 	 	 	 	 	$	0.00	 	 	 	 	 
	5	 	 	Concentration	 	 	40	%	 	 	 	 	 	$	0.00	 	 	 	 	 
	6	 	 	Contra
    Accounts	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	7	 	 	Foreign
    Accounts (w/out Insurance or LC)	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	8	 	 	Affiliate/Related
    Party/Employee Accounts	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	9	 	 	Related
    Party Transactions	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	10	 	 	Deferred
    Revenue offsets	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	11	 	 	Over
    90 Credits	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	12	 	 	Progress
    Billings, Pre-Billings, Retentions, Bonded Receivables	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	13	 	 	Total
    Ineligible Accounts:	 	 	 	 	 	 	 	 	 	$	0.00	 	 	 	 	 
	14	 	 	Total
    Eligible Accounts (#2 - #13)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	15	 	 	Advance
    Rate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	80	%
	16	 	 	Eligible
    Accounts Borrowing Base (#14 multiplied by #15)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	17	 	 	Total
    Eligible Unbilled Accounts	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	18	 	 	Advance
    Rate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	70	%
	19	 	 	Eligible
    Unbilled Accounts Borrowing Base (#17 multiplied by #18)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	20	 	 	Total
    Borrowing Base (#16 plus #19)	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BALANCES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	 	Maximum
    Loan Amount	 	 	 	 	 	 	 	 	 	$	3,000,000.00	 	 	 	 	 
	22	 	 	Total
    Amount Available for Borrowing [Lesser of #22 or #23]	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	23	 	 	Less:
    Present Balance owing on Line of Credit	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	24	 	 	Less:
    Funding Request Today	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 
	25	 	 	Remaining
    Availability [#21 minus (#22 + #23 + #24)]	 	 	 	 	 	 	 	 	 	 	 	 	 	$	0.00	 








 


If
line #25 is a negative number, this amount must be remitted to the Bank immediately to bring loan balance into compliance. By
signing this form you authorize Bank to deduct any advance amounts directly from the company’s checking account at HERITAGE
BANK OF COMMERCE in the event there is an overadvance.





 


The
undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this
Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between
the undersigned and HERITAGE BANK OF COMMERCE.


 


Borrower
hereby requests funding in the amount of $___________ in accordance with this Borrowing Base Certificate. All representations
and warranties of Borrower stated in the Loan and Security Agreement are true, correct, and complete in all material respects
as of the date of this Borrowing Base Certificate; provided that those representations and warranties expressly referring to another
date shall be true, correct, and complete in all material respects as of such date.





 


	 	 	 	 	 
	By
                                         (Authorized Signer):

        
	 	Title:

        
	 	Date:

        

	 	 	 	 	 
	 	 	 	 	 
	Reviewed
                                         by Bank:

        
	 	Title:

        
	 	Date:

        



 




    	 



     


    

 


Exhibit
D

Compliance Certificate


 


	TO:	HERITAGE
    BANK OF COMMERCE
	 	 
	FROM:	PRECISION
    OPINION, INC.


 


The
undersigned authorized officer of Precision Opinion, Inc. hereby certifies that in accordance with the terms and conditions of
the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance
for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties
of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting
the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting
Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.


 


Please
indicate compliance status by circling Yes/No under “Complies” column.


 


	Reporting
    Covenant	 	Required	 	Complies
	 	 	 	 	 	 
	Borrowing
    Base Certificate	 	Monthly
    within 15 days	 	Yes	No
	Inventory
    listing	 	Monthly
    within 15 days	 	Yes	No
	A/R
    & A/P Agings	 	Monthly
    within 15 days	 	Yes	No
	Sales
    journal	 	Monthly
    within 15 days	 	Yes	No
	Collections
    journal	 	Monthly
    within 15 days	 	Yes	No
	Deferred
    revenue listing (if applicable)	 	Monthly
    within 15 days	 	Yes	No
	Monthly
    financial statements	 	Monthly
    within 30 days	 	Yes	No
	Compliance
    Certificate	 	Monthly
    within 30 days	 	Yes	No
	Annual
    financial statements (CPA Audited)	 	Annually
    within 150 days of FYE	 	Yes	No
	Tax
    returns with Schedules (CPA Prepared)	 	Annually
    within 15 days of filing	 	Yes	No
	Annual
    operating projections approved by board of directors	 	Annually
    by January 31 of each year	 	Yes	No
	10K
    and 10Q	 	(as
    applicable)	 	Yes	No
	A/R
    and Collateral Audit	 	Initial
    and semi-annually	 	Yes	No
	IP
    Notices	 	As
    required under Section 6.10	 	Yes	No


 


	Financial
    Covenant	 	Required	 	Actual	 	Complies
	 	 	 	 	 	 	 	 
	Trailing
    3 month EBITDA – September 30, 2017	 	Negative
    deviation ≤ 25% from Financial Plan	 	$__________
 ___%
		Yes	No
	Trailing
    6 month EBITDA – quarterly (beginning with December 31, 2017)	 	Negative
    deviation ≤ 25% from Financial Plan	 	$__________
 ___%
		Yes	No
	Minimum
    Asset Coverage Ratio – monthly	 	1.25
    : 1.00	 	____:1.00		Yes	No






 





	Comments
    Regarding Exceptions: See Attached.	 	BANK
    USE ONLY
	 	 	 
	 	 	Received
    by: ____________________________________
	Sincerely,	 	AUTHORIZED
    SIGNER
	 	 	 
	 	 	Date:__________________________________________
	 	 	 
	_____________________________________________	 	Verified:
    _______________________________________
	SIGNATURE	 	AUTHORIZED
    SIGNER
	 	 	 
	 	 	 
	______________________________________________	 	Date:__________________________________________
	TITLE	 	 
	 	 	Compliance
    Status                              Yes                
    No
	_____________________________________________	 	 
	DATE	 	 







 




    	 



     


    

 


Schedule
of Exceptions


 


Permitted
Indebtedness (Section 1.1)


 


Permitted
Investments (Section 1.1)


 


Permitted
Liens (Section 1.1)


 


Inbound
Licenses (Section 5.6)


 


Prior
Names (Section 5.7)


 


Litigation
(Section 5.8)


 


Subsidiaries
(Section 5.14)


 


Operating,
Depository and Investment Accounts (Section 5.16)