Exhibit 10.1


 


		EXECUTION
    VERSION


 


 


 


 


REVOLVING
CREDIT AGREEMENT


 


dated
as of


 


April
26, 2022


 


among


 


APPGATE
CYBERSECURITY, INC.,

as Borrower,


 


APPGATE,
INC.,

as Parent,


 


The
GUARANTORS Party Hereto


 


and


 


SIS
HOLDINGS, L.P.,


 


as
Lender


 





 









 


$50,000,000


 





 






 




     


    


    

 


CONTENTS


 





	 	Page
	 	 
	Article I. DEFINITIONS	1
	 	 
	Section 1.01	Defined Terms	1
	Section 1.02	Terms Generally	7
	Section 1.03	Accounting Terms; GAAP; Payments	8
	 	 	 
	Article II. THE LOANS 
	 	 
	Section 2.01	Loans	8
	Section 2.02	Funding of Loans	8
	Section 2.03	Repayment of Loans	9
	Section 2.04	Prepayment of Loans; Reduction of Commitment; Termination	9
	Section 2.05	Interest; Fees	10
	Section 2.06	Taxes	10
	Section 2.07	Maximum Lawful Rate	11
	 	 	 
	Article III. REPRESENTATIONS AND WARRANTIES	12
	 	 
	Section 3.01	Organization Powers	12
	Section 3.02	Authorization; Enforceability	12
	Section 3.03	Governmental Approvals; No Conflicts	12
	Section 3.04	Litigation	12
	Section 3.05	Investment Company Status	12
	Section 3.06	Use of Credit	12
	Section 3.07	Compliance with Laws	12
	Section 3.08	Financial Information	13
	Section 3.09	No Material Adverse Change	13
	Section 3.10	Ownership of Properties; Subsidiaries	13
	Section 3.11	Taxes	13
	Section 3.12	Permits; Intellectual Property	13
	Section 3.13	Benefit Plans	14
	Section 3.14	[Intentionally Omitted]	14
	Section 3.15	Transactions with Affiliates	14
	Section 3.16	AML Laws; Anti-Corruption Laws and Sanctions	14
	Section 3.17	Accuracy of Information	15








 






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	Article IV. CONDITIONS   	15
	 	 	 
	Section 4.01 	Effective Date 	15
	Section 4.02	Each Credit Event 	16
	 	 	 
	Article V. COVENANTS   	17
	 	 	 
	Section 5.01 	Financial Statements; Other Information 	17
	Section 5.02	Corporate Existence; Rights 	17
	Section 5.03 	Use of Credit 	17
	Section 5.04	Compliance with Laws 	17
	Section 5.05	Insurance; Books and Records 	18
	Section 5.06	Obligations and Taxes 	18
	Section 5.07	Properties 	18
	Section 5.08 	Notices 	18
	Section 5.09	Additional Guarantors 	18
	Section 5.10	Incurrence of Indebtedness and Issuance of Disqualified
    Stock 	19
	Section 5.11 	Liquidity Covenant 	19
	Section 5.12	Limitation on Investments 	19
	Section 5.13	Limitation on Liens 	19
	Section 5.14	Asset Sales 	19
	Section 5.15	Limitation on Restricted Payments 	19
	Section 5.16	Intellectual Property 	20
	Section 5.17	Limitations on Transactions with Affiliates 	20
	Section 5.18	Nature of Business 	20
	Section 5.19	Designation of Subsidiaries 	20
	Section 5.20 	Anti-Layering 	20
	 	 	 
	Article VI. EVENTS OF DEFAULT   	21
	 	 
	Article VII. GUARANTY   	23
	 	 	 
	Section 7.01	Guaranty 	23
	Section 7.02	Waiver of Subrogation 	23
	Section 7.03	Modification of Borrower Obligations 	23
	Section 7.04	Waiver of the Guarantors 	24
	Section 7.05	Reinstatement 	24
	Section 7.06	Continuing Guaranty 	24
	Section 7.07	Maximum Liability 	24


 






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	Article VIII. MISCELLANEOUS	25
	 	 
	Section 8.01	Notices	25
	Section 8.02	Waivers; Amendments	25
	Section 8.03	Expenses; Indemnification	25
	Section 8.04	Assignments	26
	Section 8.05	Survival	27
	Section 8.06	Counterparts; Integration; Effectiveness	27
	Section 8.07	Severability	27
	Section 8.08	Governing Law; Jurisdiction; Etc.	27
	Section 8.09	WAIVER OF JURY TRIAL	28
	Section 8.10	Headings	28
	Section 8.11	Subordination	28





 


	SCHEDULES	 	 
	 	 
	Schedule 3.10 – Subsidiaries	 
	Schedule 3.13 – Benefit Plans	 
	Schedule 8.03 – Loan Parties	 
	 
	EXHIBITS	 	 
	 	 	 
	Exhibit A – Form of Promissory Note	 
	Exhibit B – Form of Counterpart Agreement	 



 






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REVOLVING
CREDIT AGREEMENT, dated as of April 26, 2022 (this “Agreement”), among SIS HOLDINGS, L.P., a Delaware limited partnership
(the “Lender”), APPGATE CYBERSECURITY, INC., a Delaware corporation (the “Borrower”), APPGATE,
INC., a Delaware corporation (“Parent”), and the GUARANTORS party hereto.


 


The
Borrower has requested that the Lender make the Loans (as defined below) in an aggregate principal amount not exceeding $50,000,000.
The Lender is prepared to make such Loans upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:


 


Article
I.

DEFINITIONS


 


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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly or indirectly controls or is controlled by, or under direct or
indirect common control with, such specified Person. For the purposes of this definition, “control,” when used with
respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, (i)
the determination of whether a Person is an “Affiliate” of another Person for purposes of this Agreement shall be
made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder; (ii) no holder
of Magnetar Notes shall be deemed an Affiliate of any Loan Party for purposes of this Agreement solely by virtue of their ownership of
Magnetar Notes; and (iii) none of Cyxtera Technologies, Inc. or any of its direct or indirect Subsidiaries shall be deemed an “Affiliate”
of any Loan Party.


 


“AML
Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to
terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping applicable to Parent,
the Borrower and its Subsidiaries, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting
Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and
1951-1959).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Parent, the Borrower and its Subsidiaries from
time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the
rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.


 


“Authorized
Officer” means those of each Loan Party’s officers whose signatures and incumbency shall have been certified to the Lender
pursuant to Section 4.01(d).


 


“Availability
Period” means the period from and including the Effective Date to but excluding the Final Maturity Date.


 


“Bankruptcy
Law” means any federal, state or foreign bankruptcy, insolvency, receivership, reorganization, dissolution, liquidation or
similar law now or hereafter in effect.


 


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


 






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“Borrower”
has the meaning given to such term in the introductory paragraph.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to remain closed.


 


“Capital
Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options
to purchase any of the foregoing.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Commitment”
means the principal sum of $50,000,000.


 


“Counterpart
Agreement” means a Counterpart Agreement substantially in the form of Exhibit B executed by a Guarantor pursuant
to Section 5.09.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division, an issuance of Capital Stock, or otherwise) of any property by any Person (including any
sale and leaseback transaction), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.


 


Notwithstanding
the preceding, each of the following items will be deemed not to be a Disposition:


  


(1) any
Investment that is not a Restricted Investment;


 


(2) the
sale, lease or other transfer of products, raw materials, feedstock, services or accounts receivable in the ordinary course of business;


 


(3) the
sale or other disposition of Cash Equivalents (as defined in the Note Issuance Agreement);


 


(4) licensing
and sub-licensing by the Borrower and/or any Guarantor and/or any Restricted Subsidiary of Intellectual Property permitted by Section 5.16
hereof;


 


(5) any
sale, abandonment or other disposition of damaged, worn-out, redundant or obsolete assets in the ordinary course of business;


 


(6) the
granting of Liens not prohibited by this Agreement;


 


(7) a
Restricted Payment that does not violate the terms of this Agreement;


 


(8) any
transfer of assets between or among the Borrower and/or any Guarantor and/or any Restricted Subsidiary;


 


(9) any
Permitted Equity Raise (as defined in the Note Issuance Agreement); and


 






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(10) any
issuance of Permitted Disqualified Stock or awards exercisable for Common Stock pursuant to any equity incentive plan approved by the
board of directors of the Borrower or Parent, as applicable.


 


“Disqualified
Stock” means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is
convertible or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of
any event or condition (a) matures or is mandatorily redeemable (other than solely for Capital Stock that is not Disqualified Stock and/or
cash in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder
of the Capital Stock (other than solely for Capital Stock that is not Disqualified Stock and/or cash in lieu of fractional shares), in
whole or in part, (c) requires the payment of any cash dividend or any other scheduled cash payment, or (d) is or becomes convertible
into or exchangeable for Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 5.10 of this
Agreement) or any other Capital Stock that would constitute Disqualified Stock, in each case, prior to the date that is 90 days after
the date on which the Magnetar Notes mature. Notwithstanding the preceding sentence, only the portion of Capital Stock which so matures
or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such
date shall be deemed to be Disqualified Stock. For the avoidance of doubt, the Common Stock (as defined in Note Issuance Agreement) as
of the date hereof is not Disqualified Stock.


 


“Dividing
Person” shall have the meaning specified in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or
more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing
Person and pursuant to which the Dividing Person may or may not survive.


 


“Dollars”
or “$” or “funds” refers to lawful money of the United States of America.


 


“Effective
Date” means the first date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 8.02).


 


“Event
of Default” has the meaning assigned to such term in Article VI.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded
Taxes” means, with respect to the Lender hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income
by the United States of America, or imposed as a result of a present or former connection between such Lender and the jurisdiction imposing
such Taxes (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Loan Document, or sold or assigned an interest in any Loan or Loan Document); (b) U.S. federal withholding Taxes with respect to
an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan
or Commitment or (ii) such Lender changes its lending office; (c) Taxes attributable to such Lender’s failure to comply with Section 2.06(e)
and (d) any withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of
the Code.


 






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“Final
Maturity Date” means the earlier of (a) June 30, 2023, (b) the closing of a registered offering of Capital Stock of Parent,
in an aggregate amount equal to $50,000,000 or more or (c) the date of which the Loans are accelerated upon an Event of Default.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States of America.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantors”
means Parent and each Subsidiary listed on Schedule 8.03 and each other Subsidiary that is or becomes a party to this Agreement
as a Guarantor, unless and until released as a Guarantor pursuant to the terms hereof.


 


“Guaranty”
means the guaranty of each Guarantor set forth in Article VII.


 


“Indebtedness”
has the meaning assigned to such term in the Note Issuance Agreement.


 


“Indemnified
Liabilities” has the meaning assigned to such term in Section 8.03(c).


 


“Indemnified
Parties” has the meaning assigned to such term in Section 8.03(c).


 


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


 


“Intellectual
Property” means, with respect to any Person, all patents, patent applications and like protections, including improvements,
divisions, continuation, renewals, reissues, extensions and continuations in part of the same, trademarks, trade names, trade styles,
trade dress, service marks, logos and other business identifiers and, to the extent permitted under applicable law, any applications
therefor, whether registered or not, and the goodwill of the business of such Person connected with and symbolized thereby, copyright
rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative works, whether
published or unpublished, technology, know-how and processes, operating manuals, trade secrets, computer hardware and software, rights
to unpatented inventions and all applications and licenses therefor, used in or necessary for the conduct of business by such Person
and all claims for damages by way of any past, present or future infringement of any of the foregoing.


 


“Intercreditor
Agreement” means the Subordination Agreement, dated as of the Effective Date, by and among Lender, as the Subordinated Creditor
(as defined therein), the Senior Creditors party thereto, Magnetar, as representative of the Senior Creditors (as defined therein), the
Borrower, and the Guarantors.


 


“Investment”
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates of such Person)
in the form of loans (including Guarantees (as defined in the Note Issuance Agreement)) and advances, capital contributions, purchases
or other acquisitions for consideration of Capital Stock or other securities (other than advances or extensions of credit in the ordinary
course of business that are in conformity with GAAP recorded as accounts receivable on the balance sheet of the Parent, the Borrower
or its Subsidiaries). The amount of all Investments (other than cash) will be the fair market value (as determined in good faith by the
board of directors (or the equivalent thereof) of the Borrower) on the date of the Investment.


 






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“Laws”
shall mean all United States and foreign federal, state or local statutes, laws, rules, regulations, ordinances, codes, policies, rules
of common law and the like, now or hereafter in effect (including, without limitation, any judicial or administrative interpretations
thereof, and any judicial or administrative orders, consents, decrees or judgments).


 


“Lender”
has the meaning given to such term in the introductory paragraph.


 


“Lien”
means, with respect to any asset or right, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge, security assignment or
security interest in or on such asset or right, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset or right.


 


“Loan
Document” means, collectively, this Agreement, the Note, the Intercreditor Agreement, and each other agreement, certificate
or instrument delivered in connection with any Loan Document, whether or not specifically mentioned herein or therein.


 


“Loan
Party” means the Borrower and each Guarantor.


 


“Loan
Payment Date” has the meaning assigned to such term in Section 2.01(b).


 


“Loan
Request” means a request by the Borrower, signed by an Authorized Officer, for a Loan in accordance with Section 2.01(b).


 


“Loans”
means the loans made by the Lender to the Borrower pursuant to this Agreement.


 


“Magnetar”
means Magnetar Financial LLC, a Delaware limited liability company.


 


“Magnetar
Notes” means those Convertible Senior Notes issued under the Note Purchase Agreement and governed by the Note Issuance Agreement.


 


“Margin
Stock” means “margin stock” within the meaning of Regulation U of the Board.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, financial condition, operations, or properties of Parent,
the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Lender under any Loan Document or (c) the ability
of the Borrower or any other Loan Party to perform the Obligations under any Loan Document.


 


“Maximum
Liability” has the meaning assigned to such term in Section 7.07.


 


“Note”
has the meaning assigned to such term in Section 2.03(c).


 


“Note
Issuance Agreement” means the Note Issuance Agreement dated as of February 8, 2021 by and between the Borrower, the guarantors
signatory thereto and Magnetar, as the Representative (as defined therein) of the Holders (as defined therein), as in effect as of the
date hereof.


 


“Note
Purchase Agreement” means the Note Purchase Agreement dated as of February 8, 2021 by and among the Borrower and the lenders
named on the schedule of lenders attached thereto, as in effect as of the date hereof.


 






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“Obligations”
means all obligations (monetary or otherwise, whether absolute, contingent, matured or unmatured), liabilities and indebtedness of every
nature of each Loan Party from time to time owing to the Lender, however arising, under or in connection with any Loan Document and the
principal of and premium, if any, and interest (including interest accruing during the pendency of a proceeding of the type described
in clause (f) of Article VI, whether or not allowed in such proceeding) on the Loans.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Other
Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any
other excise or property Taxes or similar levies arising from any payment made hereunder or from the execution, delivery, performance,
registration, or enforcement of, or otherwise with respect to, this Agreement.


 


“Parent”
has the meaning given to such term in the introductory paragraph.


 


“Permitted
Disqualified Stock” means any Disqualified Stock issued pursuant to any contractual obligations pursuant to agreements executed
prior to February 9, 2021.


 


“Permitted
Indebtedness” means (i) “Permitted Indebtedness” as defined in the Note Issuance Agreement and (ii) the Obligations;
provided that the aggregate principal amount of Magnetar Notes that constitute Permitted Indebtedness shall not, without the prior
written consent of the Lender, exceed $75,000,000, plus any PIK Interest or PIK Notes issued under the Note Issuance Agreement
(as such terms are defined therein).


 


“Permitted
Investments” means “Permitted Investments” as defined in the Note Issuance Agreement.


 


“Permitted
Liens” means “Permitted Liens” as defined in the Note Issuance Agreement.


 


“Person”
means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company,
a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.


 


“Register”
has the meaning assigned to such term in Section 8.04.


 


“Restricted
Investment” means any Investment, directly or indirectly, in any of the Parent’s Subsidiaries, other than a Permitted
Investment.


 


“Restricted
Payments” shall have the meaning specified in Section 5.15.


 


“Restricted
Subsidiary” means any Subsidiary of Borrower other than an Unrestricted Subsidiary. As of the Effective Date, each Subsidiary
of the Borrower is a Restricted Subsidiary.


 


“Sanctioned
Country” means at any time, a country, region or territory which is itself (or whose government is) the subject or target of
any Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including
OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department
of State, the United Nations Security Council, the European Union, any European member state, Her Majesty’s Treasury, or other
relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled
by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and
(b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s)
or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.


 






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“Sanctions”
means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism
laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those
administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state,
Her Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction in which (a) Parent, the Borrower or any
of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Loans will be used, or
(c) from which repayment of the Loans will be derived.


 


“Significant
Subsidiary” has the meaning assigned to such term in the Note Issuance Agreement.


 


“Stated
Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the fixed date on
which the payment of interest or principal is due and payable in the documentation governing such, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior to the date originally fixed for the payment thereof.


 


“Subsidiary”
means, with respect to any Person, any other Person of which more than 50% of the outstanding voting Capital Stock of such other Person
is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more other Subsidiaries of such Person. Unless the context otherwise specifically requires, the term “Subsidiary”
shall be a reference to a Subsidiary of Borrower.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.


 


“Termination
Date” means the date on which all Obligations in respect of the Loans (other than inchoate indemnity and reimbursement obligations)
have been paid in full in cash and the Commitment shall have terminated.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and each other Loan Document, the borrowing of Loans
and the use of the proceeds thereof.


 


“Transfer
Agent” has the meaning assigned to such term in Section 8.04.


 


“Unrestricted
Subsidiary” means any Subsidiary which the Borrower has designated as an Unrestricted Subsidiary in accordance with Section 5.19.


 


“Wholly-Owned
Subsidiary” means, with respect to any Person, any Subsidiary of such Person, 100% of the Capital Stock of which is owned by
such Person (other than directors’ qualifying shares or shares required by applicable law to be held by third persons).


 


Section 1.02
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein (other than the Note Issuance Agreement)
shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to
any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer
to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights, (f) with respect to each defined term which is defined by reference to the Note Issuance
Agreement, references to “Company” used therein shall refer to the “Borrower” for purposes of this Agreement
and (g) terms defined by and/or provisions qualified by reference to defined terms, sections and/or articles of the Note Issuance Agreement,
as applicable, shall continue to be so defined and/or so qualified at all times despite any termination of the Note Issuance Agreement
or finding that the Note Issuance Agreement, or any term thereof, is invalid, illegal or unenforceable.


 






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Section 1.03Accounting
Terms; GAAP; Payments.


 


Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be
due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately
succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


Article
II.




THE LOANS


 


Section
2.01Loans.


 


(a) Subject
to the terms and conditions set forth in this Agreement, including, without limitation, the conditions set forth in Article IV,
the Lender agrees to make Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount not
to exceed the Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Loans.


 


(b) To
request a Loan, the Borrower shall notify the Lender in writing of such request not later than noon, New York City time, four Business
Days prior to the Loan Payment Date specified in the Loan Request; provided that each Loan shall be in an aggregate amount of
$500,000 or a larger multiple of $100,000. Each written Loan Request shall specify the following information:


 


(i) the
aggregate principal amount of the Loan requested;


 


(ii) the
date of such Loan, which shall be a Business Day (a “Loan Payment Date”); and


 


(iii) the
intended use of proceeds of such Loan.


 


Section
2.02Funding of Loans. Subject to the terms and conditions set forth in this Agreement, including, without limitation, the
conditions set forth in Article IV, the Lender shall make each Loan to be made by it hereunder on the applicable Loan Payment
Date by wire transfer of immediately available funds by 5:00 p.m., New York City time, to the following account:


 


	 	Bank Name:	****
	 	Routing Number:	****
	 	Account Name:  	****
	 	Account Number:	****





 






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Section
2.03Repayment of Loans.


 


(a) Repayment.
The Borrower hereby unconditionally promises to pay to the Lender the outstanding principal amount of each Loan on or prior to the Final
Maturity Date. The Borrower further covenants and agrees to repay all accrued and unpaid interest, fees and other amounts due with respect
to the Loans on the Final Maturity Date.


 


(b) Method
and Place of Payment.


 


(i) All
payments and prepayments under this Agreement shall be made to the Lender not later than 5:00 p.m., New York City time, by wire transfer
of immediately available funds to such account as may be specified from time to time in writing to the Borrower, and any funds received
after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.


 


(ii) Whenever
any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during
such extension.


 


(iii) All
payments made by the Borrower hereunder shall be made irrespective of, and without any reduction for, any setoff or counterclaims.


 


(c) Evidence
of Loans. The Loans made hereunder shall be evidenced by a promissory note (a “Note”) payable by the Borrower
to the Lender, substantially in the form of Exhibit A hereto. The Lender is hereby authorized to record the date and amount
of each principal and interest payment in respect of the Loans in its books and records. Such books and records shall constitute prima
facie evidence of the accuracy of the information contained therein.


 


Section
2.04Prepayment of Loans; Reduction of Commitment; Termination.


 


(a) Optional
Prepayments. The Borrower shall have the right at any time to prepay any Loan in whole or in part, without premium or penalty, subject
to the requirements of this Section.


 


(b) Mandatory
Prepayments. Upon the occurrence of a Change of Control (as defined in the Note Issuance Agreement), and subject to the provisions
of the Intercreditor Agreement, the Borrower shall prepay the outstanding principal amount of each Loan plus all accrued and unpaid interest,
fees and other amounts due with respect to such Loans.


 


(c) Commitment
Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction
of the Commitments shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and (ii) the Borrower
shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with clause (a),
the aggregate outstanding principal amount of the Loans would exceed the total Commitments. The Commitments shall terminate in full on
the Final Maturity Date.


 






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(d) Notices,
Etc. The Borrower shall notify the Lender in writing of any prepayment or commitment reduction hereunder not later than noon, New
York City time, four Business Days before the date of prepayment or reduction. Each such notice shall be irrevocable and shall specify
the prepayment or reduction date and the principal amount of each Loan or portion thereof to be prepaid or the amount of the Commitment
to be reduced. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.05 and shall be made
in the manner specified in Section 2.03(b).


 


Section
2.05Interest; Fees.


 


(a) Loans.
The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date of the making of such Loan until
such Loan shall be paid in full at a rate per annum which shall be equal to 10%, compounded annually, such interest to be computed
on the basis of a 360-day year, and paid for the actual number of days elapsed.


 


(b) Default
Interest. Notwithstanding the foregoing, during the continuation of any Event of Default, the unpaid principal amount of each Loan,
or any interest or other amount payable by the Borrower hereunder that is not paid when due, shall bear interest payable to Lender on
demand at a rate per annum equal to the sum of (i) 2% plus (ii) the interest rate otherwise applicable hereunder.


 


(c) Payment
of Interest. Interest on each Loan shall accrue from and including the date each Loan is made but excluding the date of any repayment
thereof and shall be payable in arrears and in cash on the date of any principal repayment, at maturity (whether by demand, acceleration
or otherwise) and, after such maturity, on demand.


 


Section
2.06Taxes.


 


(a) Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of
and without deduction for any Taxes unless such deduction is required by applicable Law; provided that if any Loan Party or any
other applicable withholding agent shall be required by applicable Law to deduct any Indemnified Taxes from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable Law. Lender agrees to take any reasonable action in order to avoid incurrence of Indemnified Taxes so long
as Lender (in its reasonable discretion) suffers no legal, economic or other disadvantage.


 


(b) Payment
of Other Taxes by the Borrower. In addition, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable Law.


 






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(c) Indemnification
by the Borrower. The Borrower shall indemnify the Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by
the Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.


 


(d) Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, the Borrower
shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.








 


(e) Status
of Lender. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed
documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, the Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by applicable
Law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Lender is subject to backup withholding
or information reporting requirements. The foregoing documentation shall include, as applicable and without limitation, Internal Revenue
Service Form W-9 or appropriate Form W-8 required attachments thereto. Notwithstanding anything to the contrary in the preceding three
sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice
the legal or commercial position of such Lender.


 


Section
2.07Maximum Lawful Rate. This Agreement and the Note are hereby limited by this Section 2.07. In no event, whether
by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged,
received, paid or agreed to be paid to Lender exceed the maximum amount permissible under applicable Law. If, from any circumstance whatsoever,
interest and fees otherwise would be payable to Lender in excess of the maximum amount permissible under applicable Law, the interest
and fees shall be reduced to the maximum amount permitted under applicable Law. If, from any circumstance whatsoever, Lender shall have
received anything of value deemed interest by applicable Law in excess of the maximum lawful amount, an amount equal to any excess of
interest shall be applied to the reduction of the principal amount of the Note, in such manner as may be determined by Lender, and not
to the payment of fees or interest, or if such excessive interest exceeds the unpaid balance of the principal amount of the Note, such
excess shall be refunded to the Borrower.





 




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Article
III.

REPRESENTATIONS AND WARRANTIES


 


Parent
and the Borrower jointly and severally represent and warrant to the Lender that:


 


Section
3.01Organization Powers. Parent, the Borrower and each of its Subsidiaries is duly organized, validly existing and in good
standing under the Laws of its jurisdiction of organization, and has all requisite power and authority to carry on its business as now
conducted. Parent, the Borrower and each of its Subsidiaries is duly authorized, qualified and licensed to do business as a foreign company
and is in good standing in all jurisdictions in which the character of the properties and assets now owned or leased by it or the nature
of the business transacted by it requires it to be so licensed or qualified, except where the lack of such qualification could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section
3.02Authorization; Enforceability. The Transactions are within each Loan Party’s corporate powers and have been duly
authorized by all necessary corporate action. Each Loan Document has been duly executed and delivered by each Loan Party thereto and
constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability
may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability affecting the enforcement
of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at Law).


 


Section
3.03Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and
effect, (b) will not violate any applicable Law or regulation in any material respect or the certificate of incorporation or bylaws or
other applicable organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result
in a default under any indenture, agreement or other instrument, including for the avoidance of doubt, the Note Issuance Agreement, binding
upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be made by any such Person, where in
each case such default would reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or
imposition of any Lien on any asset of any Loan Party, other than Permitted Liens.


 


Section
3.04Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending
against or, to the knowledge of the Borrower, threatened in writing against or affecting Parent, the Borrower or any of its Subsidiaries
(a) that involve this Agreement, any other Loan Document or the Transactions or (b) that could reasonably be expected to have a Material
Adverse Effect.


 


Section
3.05Investment Company Status. No Loan Party is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.


 


Section
3.06Use of Credit. The proceeds of the Loans will be used by the Borrower to (i) fund working capital or other general corporate
purposes and (ii) pay fees and expenses in connection with the Loans and Loan Documents. The Borrower is not engaged principally, or
as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of
buying or carrying Margin Stock, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock.


 


Section
3.07Compliance with Laws. Neither Parent, the Borrower nor any of its Subsidiaries is in default or violation of any (a) Law
or (b) note, bond, mortgage, indenture, contract, agreement, understanding, arrangement, commitment, lease, license, permit, franchise,
or other instrument or obligation to which such Person is a party or by which such Person or any of its property or assets are bound
or affected that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, nor does Parent,
the Borrower or any of its Subsidiaries have actual knowledge that any fact or circumstance exists that, with notice, the passage of
time, or both notice and the passage of time, could reasonably be expected to result in such a default or violation.


 






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Section
3.08Financial Information. The financial statements of Parent or the Borrower, as applicable, furnished to the Lender pursuant
to 5.01 have been prepared in accordance with GAAP, consistently applied, subject, in the case of unaudited financial statements,
to the absence of footnotes and changes resulting from normal, year-end audit adjustments, and present fairly in all material respects
the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the
periods then ended.


 


Section
3.09No Material Adverse Change. There has been no material adverse change in the business, financial performance or condition,
operations (including the results thereof), assets, or properties of Parent, the Borrower and its Subsidiaries, taken as a whole, since
September 30, 2021.


 


Section
3.10Ownership of Properties; Subsidiaries. Parent, the Borrower and each of its Subsidiaries has good and valid title to,
or, in the case of leased real or personal property, valid and enforceable leasehold interests (as the case may be) in, all of its material
properties and assets, tangible and intangible, of any nature whatsoever, free and clear in each case of all Liens or claims, except
for Permitted Liens. As of the Effective Date, neither Parent nor the Borrower have any Subsidiaries except for those listed on Schedule 3.10.


 


Section
3.11Taxes. Parent, the Borrower and each of its Subsidiaries has filed all material federal, state, and all other Tax returns
and reports required by Law to have been filed by it and has paid all material Taxes due and owing, except any such Taxes which are being
diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been
set aside on its books.


 


Section
3.12Permits; Intellectual Property.


 


(a) Parent,
the Borrower and each of its Subsidiaries has all material permits, memberships, franchises, contracts and licenses required and all
Intellectual Property necessary to enable it to conduct the business in which it is now engaged and the conduct of (and use of such Intellectual
Property by Parent, the Borrower or any Subsidiary in) its business as currently conducted, to the Borrower’s knowledge, does not
infringe upon, misappropriate or otherwise violate the rights of any other Person, except for any such infringements, misappropriations,
violations, or ownership, license or entitlement to use issues, that, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


 


(b) Except
as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no Person has any
right or interest of any kind or nature in or to such Loan Party’s Intellectual Property, including any right to sell, license,
lease, transfer, distribute, use or otherwise exploit such Intellectual Property or any portion thereof, other than (x) in the ordinary
course (including licenses and other grants made in the ordinary course of business) of the respective Loan Party’s business, (y)
the Lender (to the extent provided in, and subject to the limitations and other terms contained in, the Loan Documents) and (z) such
Loan Party and, to the extent not prohibited by this Agreement, any other Loan Party or Subsidiary, and (ii) each Loan Party has good
and exclusive title to, and, to the Loan Party’s knowledge, the valid and enforceable power and right to use and otherwise exploit,
its Intellectual Property as currently used and exploited (subject to the knowledge-qualified representation in clause (a) above).


 






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(c) To
each Loan Party’s knowledge, no Person is currently violating, misappropriating, infringing upon or breaching, any of the rights
of any Loan Party to its Intellectual Property or is breaching any duty or obligation owed to any Loan Party in respect of its Intellectual
Property, except where those violations, infringements or breaches, individually or in the aggregate, could not be reasonably expected
to result in a Material Adverse Effect. No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been
entered into by any Loan Party, or to any Loan Party’s knowledge, to which any Loan Party is bound, that adversely affects its
rights to own or use its Intellectual Property as used in its business as of the Effective Date, except as could not be reasonably expected
to result in a Material Adverse Effect, in each case individually or in the aggregate.


 


(d) As
of the Effective Date, no Loan Party has received any written notice that remains outstanding challenging the validity, enforceability,
rights to use or register, or ownership of any of its Intellectual Property, except where those challenges, individually or in the aggregate
could not reasonably be expected to result in a Material Adverse Effect.


 


(e) Each
Loan Party has at all times complied in all material respects with all applicable Laws, as well as its own rules, policies, and procedures,
relating to privacy, data protection, and the collection, processing, transfer and use of personal information collected, used, or held
for use by any Loan Party.


 


Section
3.13Benefit Plans. Other than as set forth on Schedule 3.13, neither Parent, the Borrower nor any of its Subsidiaries
maintains a plan under the Employee Retirement Income Security Act of 1974.


 


Section
3.14[Intentionally Omitted].


 


Section
3.15Transactions with Affiliates. Except for transactions permitted under Section 5.17, neither Parent, the Borrower
nor any of its Subsidiaries has entered into, renewed, extended or been a party to, any transaction (including the purchase, sale, lease,
transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any of its Affiliates.


 


Section
3.16AML Laws; Anti-Corruption Laws and Sanctions. Parent, the Borrower and each of its Subsidiaries has implemented and maintains
in effect policies and procedures reasonably designed to ensure compliance by it and its respective directors, officers, employees and
agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions. None of (a) Parent, the Borrower, any of its Subsidiaries
or, to the knowledge of Parent, the Borrower and each of its Subsidiaries, any of their respective directors, officers, employees or
Affiliates, or (b) to the knowledge of Parent, the Borrower, any of its Subsidiaries or, any agent of Parent, the Borrower or any of
its Subsidiaries, or any Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby,
(i) is a Sanctioned Person or (ii) is in material violation of AML Laws, Anti-Corruption Laws, or Sanctions. The proceeds from any Loan
have not been or will not be used, directly or to the knowledge of the Borrower indirectly, to lend, contribute, provide or have not
otherwise been made or will not otherwise be made available in violation of AML Laws, Anti-Corruption Laws, or Sanctions or for the purpose
of funding any activity or business in any Sanctioned Country or for the purpose of funding any prohibited activity or business of any
Sanctioned Person, absent valid and effective licenses and permits issued by each applicable Governmental Authority or otherwise in accordance
with applicable Laws, or in any other manner that will result in any violation by the Lender of any Sanctions.


 






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Section
3.17Accuracy of Information. None of the information heretofore or contemporaneously furnished in writing to the Lender by
or on behalf of Parent, the Borrower or any of its Subsidiaries in connection with any Loan Document or any transaction contemplated
hereby, when taken as a whole, contains any untrue statement of a material fact, or omits to state any material fact necessary to make
any information, in light of the circumstances under which it is made, not misleading in any material respect as of the time when made
or delivered; provided, that, with respect to projected financial information, the Borrower represents only that such information
was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood by the Lender that such
projected financial information are as to future events and are not to be viewed as facts, the projected financial information are subject
to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, that no assurance can be given
that any particular projected financial information will be realized and that actual results during the period or periods covered by
any such projections may significantly differ from the projected results and such differences may be material).


 


Article
IV.

CONDITIONS


 


Section
4.01Effective Date. The obligation of the Lender to make the Loans hereunder shall not become effective until the first date
on which the Lender shall have received each of the following documents, each of which shall be satisfactory to the Lender in form and
substance, or each of the following conditions shall have been satisfied (or such condition shall have been waived in accordance with
Section 8.02):


 


(a) Credit
Agreement; Note; Intercreditor Agreement. Each party hereto shall have executed a counterpart of this Agreement. The Borrower shall
have executed and delivered to the Lender the Note. Each party to the Intercreditor Agreement shall have executed a counterpart thereof.


 


(b) Absence
of Legal Impediment. None of the parties hereto shall be subject to any order, decree or injunction of a court or agency of competent
jurisdiction which enjoins or prohibits the consummation of the Transactions.


 


(c) Consents.
The parties hereto shall have received all approvals or consents required in connection with the Transactions and the Loan Parties shall
have delivered evidence thereof to the Lender.


 


(d) Secretary’s
Certificate. The Lender shall have received from each Loan Party, (i) a copy of a good standing certificate, dated a date reasonably
close to the Effective Date, for such Loan Party and (ii) a certificate, dated as of the Effective Date, duly executed and delivered
by such Loan Party’s Secretary, Assistant Secretary or other Authorized Officer as to (x) resolutions of such Loan Party’s
(or its managing entity’s) board of directors, members or other body, in each case, then in full force and effect authorizing the
execution, delivery and performance of each Loan Document and the transactions contemplated hereby and thereby, (y) the incumbency and
signatures of those of its officers authorized to act with respect to each Loan Document to be executed by such Loan Party and (z) the
full force and validity of such Loan Party’s certificate of incorporation, articles of incorporation or certificate of formation
as applicable and bylaws, operating agreement or limited liability company agreement, as applicable and copies thereof.


 


(e) Effective
Date Certificate. The Lender shall have received a certificate, dated as of the Effective Date, duly executed and delivered by an
Authorized Officer of the Borrower, certifying that (i) the representations and warranties set forth in each Loan Document shall, in
each case, be true and correct in all material respects (except with respect to any representation or warranty qualified by materiality
or Material Adverse Effect, which representation or warranty shall be true and correct in all respects), (ii) no Default shall have then
occurred and be continuing, or would result from any Loan to be advanced on the Effective Date, and (iii) all of the applicable conditions
set forth in this Section 4.01 have been satisfied.


 






    15


    


    

 


(f) [Intentionally
Omitted].


 


(g) Representations
and Warranties. The representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all
material respects (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation
or warranty shall be true and correct in all respects).


 


(h) Litigation.
There shall not exist any action, suit, known or threatened in writing investigation, litigation, proceeding, hearing or other known
or threatened in writing legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental
Authority that, individually or in the aggregate, materially impairs the Transaction or any other transactions contemplated by the Loan
Documents or that could reasonably be expected to have a Material Adverse Effect.


 


(i) Material
Adverse Effect. Since September 30, 2021 there shall not have occurred any event that has resulted in, or could reasonably be expected
to result in, a material adverse change in, or effect on, the general affairs, management, financial position, shareholders’ equity
or results of operations of Parent, the Borrower and its Subsidiaries, taken as a whole.


 


(j) Opinion
of Counsel. The Lender shall have received an opinion, dated the Effective Date and addressed to the Lender, from Greenberg Traurig,
LLP, counsel to the Loan Parties, in form and substance satisfactory to the Lender and addressing matters customary for transactions
of this type.


 


(k) Fees
and Expenses. All fees, documentary stamp taxes (if any) and reasonable and documented out-of-pocket expenses required to be paid
on the Effective Date pursuant to the Loan Documents or any other written agreement with the Lender, to the extent invoiced at least
one (1) Business Day prior to the Effective Date (or such later date as the Borrower may reasonably agree), shall have been paid
(which amounts may be offset against the proceeds of any Loans made on the Effective Date).


 


Section
4.02Each Credit Event. The obligation of the Lender to make each Loan is subject to satisfaction of the following conditions:


 


(a) The
Lender shall have received a certificate, dated as of the applicable Loan Payment Date, duly executed and delivered by an Authorized
Officer of the Borrower, certifying that:


 


(i) the
representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except
with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty
shall be true and correct in all respects) on and as of the date of such Loan;


 


(ii) no
Default shall have then occurred and be continuing, or would result from the making of such Loan; and


 


(iii) there
has been no material adverse change in the ability of the Borrower to repay amounts due to Lender hereunder since the date of this Agreement.


 


(b) The
Lender shall have received a duly executed and completed Loan Request.


 






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The
acceptance of the proceeds of the Loan shall constitute a representation and warranty by the Borrower to the Lender that all of the conditions
required to be satisfied by this Section 4.02 in connection with the making of the Loans have been satisfied.


 


Article
V.

COVENANTS


 


Until
the Termination Date, Parent and the Borrower covenant and agree with the Lender that:


 


Section
5.01Financial Statements; Other Information. The Borrower shall deliver to the Lender copies of the following financial statements,
reports, notices and information:


 


(a) within
15 calendar days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b
25 under the Exchange Act or any successor rule under the Exchange Act (whether or not the same are filed with the Commission within
such grace period)), copies of any documents or reports that Parent or any other Loan Party is required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any information, documents or reports (or portions
thereof) that are subject to confidential treatment and any correspondence with the Commission). Any such document or report that Parent
or any other Loan Party files with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed
to be delivered and filed with the Lender for purposes of this Section 5.01(a) at the time such documents are filed via the
EDGAR system (or any successor thereto); provided, however, that the Lender shall have no obligation whatsoever to determine whether
or not such information, documents or reports have been filed pursuant to EDGAR (or its successor);


 


(b)
within 120 calendar days after the end of each fiscal year of the Borrower (beginning with the fiscal year ending on December 31, 2022),
an officer certificate stating whether the signer thereof knows of any Default or Event of Default that occurred during the previous
fiscal year and, if so, specifying each such Default or Event of Default, its status and what actions the Borrower is taking or proposing
to take with respect thereto; and


 


(c) such
other financial and other information as the Lender may from time to time reasonably request.


 


Section
5.02Corporate Existence; Rights. Parent and the Borrower shall, and the Borrower shall cause each Guarantor (other than Parent)
to, (a) at all times preserve and keep in full force and effect its corporate existence, except in connection with a transaction otherwise
permitted under Articles 11 or 16 of the Note Issuance Agreement, and (b) maintain, preserve and protect all property (including Intellectual
Property), licenses, permits, approvals, rights, privileges and franchises necessary to the conduct of its business, except, in the case
of this clause (b), where the failure to do so could not likely reasonably be expected to have a Material Adverse Effect.


 


Section
5.03Use of Credit. The Borrower shall use the proceeds of the Loans for the purposes described in Section 3.06.
The Borrower shall not engage principally, or as one of its important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any Loan hereunder shall
be used to buy or carry any Margin Stock. The Borrower shall not request any Loan, and the Borrower shall not use, and shall procure
that its Subsidiaries, directors, officers, employees, Affiliates and agents shall not use, directly or knowingly indirectly, the proceeds
of any Loan (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws or (b) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in any manner that would result
in the violation of any Sanctions applicable to any party hereto.


 


Section
5.04Compliance with Laws. Parent and the Borrower shall, and the Borrower shall cause each Subsidiary to, comply with all
Laws where the failure to so comply could reasonably be expected to have a Material Adverse Effect.


 






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Section
5.05Insurance; Books and Records. Parent and the Borrower shall, and the Borrower shall cause each Subsidiary to, maintain
insurance against such risks as are customary for companies similarly situated and in the same or similar business as that of Parent,
the Borrower or such Subsidiary under policies issued by financially sound and reputable insurers in such amounts as are customary with
companies similarly situated and in the same or similar business. Parent and the Borrower shall, and the Borrower shall cause each Subsidiary
to, keep proper books of record and account in conformity with GAAP and all requirements of applicable Law.


 


Section
5.06Obligations and Taxes. Parent and the Borrower shall, and the Borrower shall cause each Subsidiary to, pay and discharge
promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or
in respect of its properties before the same shall become delinquent or in default, as well as all lawful claims for labor, materials
and supplies or otherwise, which, if unpaid, might give rise to Liens or charges upon such properties or any part thereof; provided,
however, neither Parent, the Borrower, nor any Subsidiary, shall be required to pay and discharge or to cause to be paid and discharged
any such Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate
proceedings and Parent, the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto.








 


Section
5.07Properties. Parent and the Borrower shall, and the Borrower shall cause each Subsidiary to, keep and maintain all of its
and their respective properties useful or necessary to its and their respective business in good repair and condition, ordinary wear
and tear excepted.


 


Section
5.08Notices. The Borrower shall give Lender prompt written notice of the following:


 


(a) Orders;
Injunctions; Litigation. the issuance by any court or Governmental Authority of any injunction, order, decision or other restraint
prohibiting, or having the effect of prohibiting, the making of any Loan or the initiation of any material litigation, action, proceeding
or labor controversy against or affecting the business or affairs of the Parent, Borrower or any Subsidiary;


 


(b) Default.
any Default or Event of Default, specifying the nature and extent thereof and the action (if any) that is proposed to be taken with respect
thereto; and


 


(c) Material
Adverse Effect. any development in the business or affairs of Parent, the Borrower or any Subsidiary that would reasonably be expected
to have a Material Adverse Effect.


 


Section
5.09Additional Guarantors. If, following the Effective Date, any Subsidiary of Parent shall become a Guarantor (as defined
in the Note Issuance Agreement) with respect to the Obligations (as defined in the Note Issuance Agreement), the Borrower shall simultaneously
therewith, (i) notify the Lender thereof, (ii) cause such Subsidiary to become a Guarantor by executing a Counterpart Agreement, and
(iii) cause to be delivered to the Lender all such documents (including legal opinions and supplements to any applicable Loan Document)
as the Lender shall reasonably request to evidence compliance with this Section 5.09.


 






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Section
5.10Incurrence of Indebtedness and Issuance of Disqualified Stock. The Borrower and any Guarantor or Restricted Subsidiary
shall not, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently
or otherwise, with respect to (collectively, “incur”) any Indebtedness, and the Borrower and any Guarantor or Restricted
Subsidiary shall not issue any Disqualified Stock; provided however, that the Borrower and any Guarantor or Restricted Subsidiary may
incur Permitted Indebtedness or issue Permitted Disqualified Stock.


 


Section
5.11Liquidity Covenant. The Borrower covenants and agrees that it will not permit Liquidity (as defined in the Note Issuance
Agreement) to be less than $10,000,000 as of the last day of any calendar month.


 


Section
5.12Limitation on Investments. Neither the Borrower or any Guarantor or Restricted Subsidiary shall, directly or indirectly,
make any Restricted Investment.


 


Section
5.13Limitation on Liens. The Borrower and any Guarantor or Restricted Subsidiary will not, directly or indirectly, create,
incur or assume any Lien of any kind on any asset now owned or hereafter acquired by the Borrower or such Guarantor or Restricted Subsidiary;
provided that the Borrower and any Guarantor or Restricted Subsidiary may incur or assume any Permitted Liens.


 


Section
5.14Asset Sales. The Borrower and any Guarantor or Restricted Subsidiary will not Dispose of any asset, including any Capital
Stock owned by it (other than to the Borrower or any Guarantor or Restricted Subsidiary), except if sold for fair market value, but excluding
Dispositions (i) of less than $2,500,000 in the aggregate; (ii) of inventory in the ordinary course of business, (iii) of non-exclusive
licenses and similar arrangements for the use of the property of Parent, the Borrower or any Subsidiary in the ordinary course of business,
(iv) of worn out, obsolete or damaged inventory or equipment, (v) inventory subject to write off on the Parent’s financial statements,
(vi) by Parent, the Borrower or any Subsidiary to any other of the Borrower or any Guarantor or Restricted Subsidiary, (vii) constituting
Permitted Investments; provided that the Capital Stock of a direct, Wholly Owned Subsidiary of the Borrower shall not be Disposed
of to another Subsidiary of the Borrower unless such receiving Subsidiary of the Borrower is a direct or indirect Wholly Owned Subsidiary
of the Borrower, and (viii) Capital Stock issued by Parent.


 


Section
5.15Limitation on Restricted Payments. The Borrower and any Guarantor or Restricted Subsidiary will not directly or indirectly
(a) declare or pay any dividend or make any payment, distribution or return of capital, other than, in the case of a Guarantor or Restricted
Subsidiary, to the Borrower or any other Guarantor or Restricted Subsidiary, (x) on account of the Borrower’s or any Guarantor’s
or Restricted Subsidiary’s Capital Stock or (y) to the direct or indirect holders of the Borrower’s or any Guarantor’s
or Restricted Subsidiary’s Capital Stock in their capacity as holders or (b) purchase, redeem, defease or otherwise acquire or
retire for value any Capital Stock of the Borrower or any Guarantor or Restricted Subsidiary held by Persons (other than repurchases
of stock from former employees, officers, directors, consultants or other persons performing services for the Borrower or any Guarantor
or Restricted Subsidiary pursuant to the terms of stock repurchase plans, employee restricted stock agreements or similar agreements
under which the Borrower or any Guarantor or Restricted Subsidiary has the option to repurchase such shares upon the occurrence of certain
events, such as the termination of employment or service, or pursuant to a right of first refusal in an amount not to exceed 5% of the
Capital Stock of the Borrower or Guarantor or Restricted Subsidiary then outstanding in any fiscal year) (such payments as described
in parts (a) and (b) hereof, “Restricted Payments”).


 






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Section
5.16Intellectual Property. The Borrower and any Guarantor or Restricted Subsidiary will not permit any material Intellectual
Property of the Borrower or any Guarantor or Restricted Subsidiary as of or after the Effective Date (by way of Disposition, Investment,
Restricted Payment or otherwise) to be owned by any Person other than the Borrower or any Guarantor or Restricted Subsidiary, except
that the Borrower and any Guarantor or Restricted Subsidiary shall be permitted to license and sub-license Intellectual Property in the
ordinary course of business. For the avoidance of doubt, this Section 5.16 shall not prohibit the sale or issuance of any
Capital Stock of the Parent that is permitted under this Agreement.


 


Section
5.17Limitations on Transactions with Affiliates. The Borrower and any Guarantor or Restricted Subsidiary will not directly
or indirectly enter into or permit to exist any material transaction with any Affiliate of the Borrower or any Guarantor or Restricted
Subsidiary, except for (a) transactions that are in the ordinary course of business, upon commercially reasonable terms that are no less
favorable to the Borrower or applicable Guarantor or Restricted Subsidiary than would be obtained at the time in a comparable, arm’s
length transaction with a non-affiliated Person, (b) transactions between or among the Borrower and/or any Guarantor and/or Restricted
Subsidiary and that are not otherwise prohibited by this Agreement, (c) licenses and sublicenses in the ordinary course of business,
(d) any Restricted Payment to the extent permitted by Section 5.15, (e) reasonable and customary director, officer and employee
compensation, including bonuses, and other benefits, including retirement, health, stock option, other equity and other benefit plans
and indemnification arrangements and any issuance of securities, or other payments, awards or grants in cash, securities or otherwise
in connection therewith, and (f) the existence of, and the performance of obligations of the Borrower or any of its Subsidiaries under
the terms of any agreement to which the Borrower or any of its Subsidiaries is a party as of or on February 9, 2021 and disclosed on
Schedule II to the Note Issuance Agreement, as these agreements may be amended, modified, supplemented, extended or renewed from time
to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Effective
Date shall be permitted solely to the extent that its terms are not more disadvantageous in any material respect to the Lender than the
terms of the agreements in effect on the Effective Date.


 


Section
5.18Nature of Business. Parent and the Borrower shall not, and the Borrower shall not permit any Subsidiary to, make any material
change in the nature of its business as conducted on the Effective Date.


 


Section
5.19Designation of Subsidiaries. The Borrower may, at any time after the Effective Date, designate any Subsidiary as an Unrestricted
Subsidiary (other than a Subsidiary that is a Guarantor) or as a Restricted Subsidiary by providing written notice to the Lender; provided
that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing
and (ii) no Unrestricted Subsidiary shall own any equity interests in any Restricted Subsidiary; provided, further that, for so
long as the Magnetar Notes shall remain outstanding, no Subsidiary may be designated an Unrestricted Subsidiary unless such Subsidiary
is designated as an Unrestricted Subsidiary pursuant to and in accordance with the Note Issuance Agreement.


 


Section
5.20Anti-Layering. The Parent and Borrower shall not, nor shall the Borrower permit any of the Guarantors to, directly or
indirectly, create, incur, assume or otherwise become or remain liable with respect to any Indebtedness of the type described in (i)
clauses (a) and (d) of the definition of “Indebtedness” and/or (ii) clause (f) of the definition of “Indebtedness”
with respect to the type of Indebtedness described in clause (i) of this Section 5.20, that is contractually senior in right of
payment to the Obligations hereunder or secured by a Lien, other than, in each case, (a) the Magnetar Notes in an amount not to exceed
$75,000,000, plus any PIK Interest or PIK Notes issued under the Note Issuance Agreement (as such terms are defined therein),
or (b) any such Indebtedness solely between or among the Borrower and/or any Guarantor and/or any Restricted Subsidiary; provided,
that in the case of clause (b) of this Section 5.20, no liens granted in connection therewith are granted in favor of Person who is not
a Loan Party.


 






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Article
VI.

EVENTS OF DEFAULT


 


If
any of the following events (“Events of Default”) shall occur:


 


(a) the
Borrower or any Loan Party shall default in the payment or prepayment when due of (i) any principal of any Loan or (ii) any interest
on any Loan or any other monetary Obligation, and in the case of clause (ii) such default shall continue unremedied for a period
of three Business Days after such amount was due;


 


(b) any
representation or warranty made or deemed to be made by Parent, the Borrower or any of the Subsidiaries in any Loan Document (including
any certificates delivered pursuant to Article V) is or shall be incorrect when made or deemed to have been made in any material
respect;


 


(c) Parent,
the Borrower or any Subsidiary shall default in the due performance or observance of any of its obligations under Sections 5.09,
5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18 or 5.20 and such
failure remains unremedied for 30 calendar days after the occurrence thereof;


 


(d) failure
by the Borrower, or any Guarantor or Restricted Subsidiary, as applicable, for 60 calendar days after written notice from the Lender
has been received by the Borrower, to comply with any other covenants and obligations of the Borrower or any Guarantor or Restricted
Subsidiary, as applicable, contained in the Loan Documents;


 


(e) default
by the Borrower, any Guarantor, if any, or solely with respect to clause (e)(i) hereunder, any Subsidiary, with respect to any mortgage,
agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any Indebtedness for
money borrowed of $5,000,000 (or the foreign currency equivalent thereof) or more in the aggregate of the Borrower and any Guarantors
whether such Indebtedness now exists or shall hereafter be created (i) resulting in such Indebtedness becoming or being declared immediately
due and payable, (ii) constituting a failure to pay the principal of or interest on any such Indebtedness when due and payable at its
Stated Maturity, upon required repurchase, upon declaration of acceleration or otherwise and in the cases of clauses (i) and (ii) such
acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such
Indebtedness is not paid or discharged, as the case may be, within 30 calendar days after written notice to the Borrower by the Lender;


 


(f) the
Borrower, any Guarantor, if any, or any Significant Subsidiary of the Borrower shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to the Borrower or any such Guarantor or Significant Subsidiary or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of the Borrower, any such Guarantor, if any, or Significant Subsidiary or any substantial part of
its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors;


 


(g) an
involuntary case or other proceeding shall be commenced against the Borrower or any Guarantor, if any, or any Significant Subsidiary
of the Borrower seeking liquidation, reorganization or other relief with respect to the Borrower or any such Guarantor or Significant
Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of
a trustee, receiver, liquidator, custodian or other similar official of the Borrower or any such Guarantor or Significant Subsidiary
or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period
of 60 consecutive calendar days;


 






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(h) final
judgment or judgments for the payment of $5,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance)
in the aggregate rendered against the Borrower or any Guarantor, if any, which judgment is not discharged, paid, bonded, waived or stayed
within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date
on which all rights to appeal have been extinguished;


 


(i) the
Guaranty by any Guarantor, if any, ceases to be in full force and effect or such Guaranty is declared by a court of competent jurisdiction
to be null and void and unenforceable or the Guaranty is found by a court of competent jurisdiction to be invalid or such Guarantor denies
its liability under its Guaranty;


 


(j) [intentionally
omitted]; or


 


(k) the
Intercreditor Agreement ceases to be in full force and effect (except in accordance with its terms) or the Intercreditor Agreement is
declared by a court of competent jurisdiction to be null and void and unenforceable or the Intercreditor Agreement is found by a court
of competent jurisdiction to be invalid;


 


then,
and in every such event, and at any time thereafter during the continuance of such event, the Lender may in its sole discretion (except
in the case of an Event of Default occurring under clause (f) or (g) above, in which case both of the following will occur automatically)
take either or both of the following actions, at the same or different times: (i) declare the unpaid principal amount of and any and
all accrued and unpaid interest on the Indebtedness under this Agreement and any and all other obligations pursuant to this Agreement,
and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without
presentation, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence,
presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by each Loan
Party; or (ii) terminate the Commitment, and thereupon the Commitment shall terminate immediately.


 


All
amounts received as a result of the exercise of remedies under the Loan Documents or under applicable Law shall be applied upon receipt
to the Obligations as follows: (1) first, to the payment in full in cash of all interest (including interest accruing after the
commencement of a proceeding in bankruptcy, insolvency or similar law, whether or not permitted as a claim under such law) and fees owing
under the Loan Documents, and all costs and expenses owing to the Lender pursuant to the terms of the Loan Documents, until paid in full
in cash, (2) second, to the payment of the principal amount of the Loans then outstanding, (3) third, to the payment of
all other Obligations owing to the Lender and (4) fourth, and following the Termination Date, to the Borrower or any other Person
lawfully entitled to receive such surplus.


 


The
Lender shall, upon the occurrence and during the continuance of any Event of Default, have the right to appropriate and apply to the
payment of the Obligations owing to it (whether or not then due). The Lender agrees promptly to notify the Borrower after any such appropriation
and application made by the Lender; provided that, the failure to give such notice shall not affect the validity of such setoff
and application. The rights of the Lender under this paragraph are in addition to other rights and remedies (including other rights of
setoff under applicable Law or otherwise) which the Lender may have.


 






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Article
VII.

GUARANTY


 


Section
7.01Guaranty. Each Guarantor hereby unconditionally and irrevocably guaranties, as primary obligor and joint and several co-debtor
and not merely as a surety, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) of all Obligations, and the Guarantors further agrees to pay the expenses which may be paid or incurred by the Lender in
collecting any or all of the Obligations and enforcing any rights under this Guaranty or under the Obligations in accordance with this
Agreement. This Guaranty shall remain in full force and effect until the Obligations (other than any contingent indemnity or expense
reimbursement obligations) are paid in full.


 


Section
7.02Waiver of Subrogation. Notwithstanding any payment or payments made by any Guarantor (or any setoff or application of
funds of any Guarantor by the Lender) in respect of unpaid Obligations of the Borrower, each Guarantor shall not be entitled to be subrogated
to any of the rights of the Lender against the Borrower or any collateral security or guaranty or right to offset held by the Lender
for the payment of such Obligations, nor shall any Guarantor seek reimbursement from the Borrower in respect of payments made by the
Guarantor hereunder, in each case until such time as (a) all Obligations (other than any contingent indemnity or expense reimbursement
obligations) of the Borrower shall have been paid in full and (b) no Default or Event of Default has occurred and is continuing.


 


Section
7.03Modification of Borrower Obligations. Each Guarantor hereby consents that, without the necessity of any reservation of
rights against such Guarantor and without notice to or further assent by such Guarantor, any demand for payment of the Obligations made
by the Lender may be rescinded by the Lender, and the Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time
to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the
Lender, and that this Agreement, any promissory notes, and the other Loan Documents, including without limitation, any collateral security
document or other guaranty or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part,
as the Lender may deem advisable from time to time, and, to the extent permitted by applicable Law, any collateral security or guaranty
or right of offset at any time held by the Lender, for the payment of the Obligations may be sold, exchanged, waived, surrendered or
released, all without the necessity of any reservation of rights against such Guarantor and without notice to or further assent by such
Guarantor which, to the fullest extent permitted by Law, will remain bound hereunder notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination, sale, exchange, waiver, surrender or release. The Lender shall not have
any obligation to protect, secure, perfect or insure any collateral security document or property subject thereto at any time held as
security for the Obligations. When making any demand hereunder against any Guarantor, the Lender may, but shall be under no obligation
to, make a similar demand on any other party or any other guarantor and any failure by the Lender to make such demand or to collect any
payments from the Borrower or other guarantor shall not, to the fullest extent permitted by Law, relieve such Guarantor of its obligations
or liabilities hereunder, and shall, to the fullest extent permitted by Law, not impair of affect the rights and remedies, express or
implied, or as a matter of Law, of the Lender, against any Guarantor. For the purposes of this Section “demand” shall
include the commencement and continuance of legal proceedings.


 






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Section
7.04Waiver of the Guarantors. Each Guarantor waives the benefits of division and discussion and any and all notice of the
creation, renewal, extension or accrual of the Obligations, and notice of proof of reliance by the Lender upon this Guaranty or acceptance
of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, continued or incurred
in reliance upon this Guaranty, and all dealings between any Guarantor and the Lender shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower or such Guarantor with respect to the relevant Obligations. This Guaranty shall,
to the fullest extent permitted by Law, be construed as continuing absolute and unconditional guaranty of payment (and not of collection)
without regard to the validity, regularity or enforceability of this Agreement, any promissory note, or any other Loan Document, including,
without limitation, any collateral security or guaranty therefor or right to offset with respect thereto at any time or from time to
time held by the Lender and without regard to any defense, setoff or counterclaim which may at any time be available to or may be asserted
by the Lender against any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrower
or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Guarantor
for any of its Obligations, or of any Guarantor under this Guaranty in bankruptcy or in any other instance, and the obligations and liabilities
of such Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of
any right or remedy against the Borrower or against any other Person which may be or become liable in respect of any Obligations or against
any collateral security or guaranty therefor or right to offset with respect thereto. This Guaranty shall remain in full force and effect
and be binding in accordance with and to the extent of its terms upon each Guarantor and its successors and assigns thereof, and shall
inure to the benefit of the Lender and its successors, endorsees, transferees and assigns, until the Obligations shall have been satisfied
in full.


 


Section
7.05Reinstatement. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Guarantor or the Borrower or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, any Guarantor, the Borrower or any substantial party of their respective
property, or otherwise, all as though such payments had not been made.


 


Section
7.06Continuing Guaranty. This Guaranty shall remain in full force and effect and shall be binding on each Guarantor, its successors
and assigns until all of the Obligations (other than any contingent indemnity or expense reimbursement obligations) have been satisfied
in full; provided that the Guaranty of any Subsidiary Guarantor shall be automatically released upon the consummation of any transaction
not prohibited hereunder as a result of which such Guarantor shall cease to be a Subsidiary.


 


Section
7.07Maximum Liability. The provisions of this Guaranty are severable, and in any action or proceeding involving any Bankruptcy
Law, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable
on account of the amount of such Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty
to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Lender, be automatically limited
and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined
hereunder being the relevant Guarantor’s “Maximum Liability”). This Section 7.07 with respect to
the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lender to the maximum extent not subject to
avoidance under applicable Law, and no Guarantor nor any other Person or entity shall have any right or claim under this Section 7.07
with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not
be rendered voidable under applicable Law. Each Guarantor agrees that the Obligations may at any time and from time to time exceed the
Maximum Liability of each Guarantor without impairing this Guaranty or affecting the rights and remedies of the Lender hereunder; provided
that, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.


 






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Article
VIII.

MISCELLANEOUS


 


Section
8.01Notices. All notices and other communications provided under any Loan Document shall be in writing or by facsimile or
by email and addressed, delivered or transmitted, if to the Borrower, a Guarantor or the Lender, to the applicable Person at its address
or facsimile number or email address set forth on its signature page to this Agreement, or at such other address or facsimile number
as may be designated by such party in a notice to the other parties; provided that any notice or other communication provided
under any Loan Document to the Lender at its address shall be accompanied by a duplicate of the applicable notice or other communication
to its email address. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid
courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation
of transmission thereof is received by the transmitter; and any notice, if transmitted by email, shall be deemed given when transmitted
if transmitted during normal business hours on a Business Day and shall be deemed given at the opening of business on the subsequent
Business Day if transmitted after normal business hours.


 


Section
8.02Waivers; Amendments.


 


(a) No
Deemed Waivers; Remedies Cumulative. No failure or delay by the Lender in exercising any right or power hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps
to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Lender hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan shall not be construed as a waiver of any Default, regardless of whether the Lender may have had notice or knowledge of such Default
at the time.


 


(b) Amendments.
No provision of this Agreement or any other Loan Document may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Borrower and Lender.


 


Section
8.03Expenses; Indemnification.


 


(a) Costs
and Expenses. The Borrower shall pay all reasonable out-of-pocket expenses incurred by the Lender, including any documentary stamp
taxes and the fees, charges and disbursements of any counsel for the Lender, in connection with (i) the negotiation, preparation, execution
and delivery of the Loan Documents and any amendments, waivers, consents, supplements or other modifications to any Loan Document as
may from time to time hereafter be required, whether or not the transactions contemplated at such time are consummated; and (ii) the
enforcement or protection of its rights under or in connection with this Agreement or any other Loan Document.


 






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(b) Waiver
Of Consequential Damages, Etc. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO SHALL NOT ASSERT, AND HEREBY WAIVES,
ANY CLAIM AGAINST ANY OTHER PARTY HERETO OR ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT OR ANY AGREEMENT
OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS, ANY LOAN OR THE USE OF THE PROCEEDS THEREOF.


 


(c) Indemnification.
In consideration of the execution and delivery of this Agreement by the Lender, the Borrower hereby indemnifies, agrees to defend, exonerates
and holds the Lender and each of its partners, members, officers, directors, employees, agents or controlling persons (collectively,
the “Indemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities, obligations and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ and professionals’
fees and disbursements, whether incurred in connection with actions between the parties hereto or between the parties hereto and third
parties (collectively, the “Indemnified Liabilities”), including, without limitation, Indemnified Liabilities arising
out of or relating to the entering into and performance of any Loan Document by any of the Indemnified Parties (including any action
brought by or on behalf of the Borrower as the result of any determination by the Lender not to fund any Loan as a consequence of the
Borrower’s failure to satisfy the conditions set forth therein); provided that the Borrower shall have no obligation or
liability under this Section 8.03(c) with respect to any Indemnified Liabilities that arise from or are the direct result
of an Indemnified Party’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court
of competent jurisdiction. If and to the extent that the foregoing indemnification may be unenforceable for any reason, the Borrower
agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable Law.


 


(d) Payments.
All amounts due under this Section shall be payable promptly after written demand therefor.


 


Section
8.04Assignments. No party may transfer any of its rights or obligations hereunder without the prior written consent of (a)
the Borrower, in the case of a transfer by the Lender or (b) the Lender, in the case of a transfer by any Loan Party (and any attempted
assignment or transfer by any party without such consent shall be null and void); provided, that Lender shall be permitted to
transfer its rights and obligations hereunder to any Affiliate without the prior written consent of Borrower. Nothing in this Agreement,
express or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns
permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement. The initial Lender identified in
the introductory paragraph of this Agreement, acting solely for this purpose as an agent of the Borrower (the “Transfer Agent”),
shall maintain a register in its offices to ensure that such Loan is in “registered form” under Sections 5f.103-1(c)
and 1.871-14(c)(1)(i) of the United States Treasury Regulations (the “Register”). Transfers of interests in the Loan and
rights to payment of principal and interest under the Loan may be transferred only through book entries in the Register. The Register
shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. If the Lender
assigns any portion of any Loan, (i) Lender shall promptly notify the Borrower and Transfer Agent in writing of such assignment and the
name and address and other identifying information of the assignee reasonably requested by Borrower or Transfer Agent, and the portion
of the principal amount and interest under the Loan assigned to the assignee, (ii) the Transfer Agent shall record such assignment in
the Register, and (iii) such assignee shall be treated as a Lender for purposes of Section 2.06.


 






    26


    


    

 


Section
8.05Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement shall survive the execution and delivery of this Agreement
and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the Commitment has not expired or terminated. The provisions of
Sections 2.06 and 8.03 shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitment or the termination of this Agreement
or any provision hereof.


 


Section
8.06Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts, each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitutes
the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof which, when taken together,
bear the signatures hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic means
shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,”
“signature,” and words of like import in any Loan Document or any agreement entered into in connection therewith, or any
notice, certificate or other instrument delivered in connection therewith, shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.


 


Section
8.07Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


Section
8.08Governing Law; Jurisdiction; Etc.


 


(a) Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b) Submission
to Jurisdiction. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party
or its properties in the courts of any jurisdiction.


 






    27


    


    

 


(c) Waiver
of Venue. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(d) Service
of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01.
Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


Section
8.09WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
8.10Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section
8.11Subordination. Notwithstanding anything herein to the contrary, the repayment of the Loans and all other Obligations hereunder
is subordinated to the repayment and performance of the Magnetar Notes pursuant to the terms of the Intercreditor Agreement and all obligations
hereunder to make any payment are subject to the restrictions set forth in the Intercreditor Agreement. The Borrower agrees to use commercially
reasonable efforts to promptly cure any Event of Default (as defined under the Note Issuance Agreement).


 




    28


    


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.


 





	 	APPGATE CYBERSECURITY, INC.
	 	as Borrower
	 	 	 
	 	By:	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel
	 	 	 
	 	APPGATE, INC.
	 	as Parent
	 	 	 
	 	By:	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel





 





[Signature Page to Revolving Credit Agreement]




 




     


    


    

 








	 	CRYPTZONE WORLDWIDE, INC.
	 	as Guarantor
	 	 	 
	 	By:	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel
	 	 
	 	CRYPTZONE INTERNATIONAL HOLDINGS, INC.
	 	as Guarantor
	 	 	 
	 	By:	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel





 





[Signature Page to Revolving Credit Agreement]




 




     


    


    




 


	 	CRYPTZONE NORTH AMERICA, INC.
	 	as Guarantor
	 	 	 
	 	By: 	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel
	 	 
	 	IMMUNITY, INC.
	 	as Guarantor
	 	 	 
	 	By: 	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel
	 	 	 
	 	IMMUNITY FEDERAL SERVICES, LLC
	 	as Guarantor
	 	 	 
	 	By: 	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer of Immunity Inc. its Sole Managing Member
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel





 


[Signature Page to Revolving Credit Agreement]




 




     


    


    

 





	 	IMMUNITY PRODUCTS, LLC
	 	as Guarantor
	 	 	 
	 	By: 	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer of Immunity, Inc., its Sole Managing Member
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel
	 	 	 
	 	IMMUNITY SERVICES, LLC
	 	as Guarantor
	 	 	 
	 	By: 	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer of Immunity, Inc., its Sole Managing Member
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel
	 	 
	 	EASY SOLUTIONS ENTERPRISES, CORP.
	 	as Guarantor
	 	 	 
	 	By: 	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel
	 	 	 
	 	EASY SOLUTIONS, INC.
	 	as Guarantor
	 	 	 
	 	By: 	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel



 


[Signature Page to Revolving Credit Agreement]


 






     


    


    




 


	 	CATBIRD NETWORKS, INC.
	 	as Guarantor
	 	 	 
	 	By:	/s/ Rene A. Rodriguez
	 	Name:	Rene A. Rodriguez
	 	Title:	Chief Financial Officer
	 	 
	 	Address for Notices:
	 	2 Alhambra Plaza, Suite PH-1-B
	 	Coral Gables, Florida 33134
	 	Attention: Jeremy M. Dale, General Counsel


 


[Signature Page to Revolving Credit Agreement]

 






     


    


    

 


	 	SIS HOLDINGS, L.P.
	 	as Lender
	 	 
	 	By: SIS HOLDINGS GP, LLC, its General Partner
	 	 	 
	 	By:	/s/ Manuel D. Medina
	 	Name:	Manuel Medina
	 	Title:	President and Chief Executive Officer
	 	 
	 	Address for Notices:
	 	2333 Ponce De Leon Boulevard
	 	Suite 900
	 	Coral Gables, Florida 33134
	 	Attn: 	Rene Rodriguez, in his capacity at Medina Capital
	 	 	Victor Semah, in his capacity at Medina Capital
	 	 
	 	Email:
	 	****
	 	****
	 	 
	 	With a copy to:
	 	 
	 	BC Partners Inc.
	 	650 Madison Avenue,
	 	New York, NY 10022
	 	Attn: 	David Leland
	 	 	Benjamin Phillips
	 	 
	 	Email:
	 	****
	 	****






 






     


    


    




 


	 	 	Exhibit
    A to
	 	 	Credit
    Agreement
	 	 	 
	[FORM
    OF] PROMISSORY NOTE
	 	 	 
	$50,000,000	 	New
    York, New York
	 	 	April
    26, 2022


 


FOR
VALUE RECEIVED, the undersigned, APPGATE CYBERSECURITY, INC., a Delaware corporation (the “Borrower”), hereby promises
to pay to SIS HOLDINGS, L.P., a Delaware limited partnership (the “Lender”), on or before the Final Maturity Date,
the lesser of (x) FIFTY MILLION DOLLARS ($50,000,000) and (y) the unpaid principal amount of all Loans made by the Lender to the Borrower
under the Revolving Credit Agreement, dated as of the date hereof (as amended, amended and restated, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors from time to time party thereto
and the Lender. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Credit Agreement.


 


The
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and
at the times which shall be determined in accordance with the provisions of the Credit Agreement.


 


Payments
of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds
to the account designated by the Lender.


 


This
promissory note is the promissory note issued pursuant to and entitled to the benefits of the Credit Agreement to which reference is
hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be
repaid.


 


The
Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder of any
of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.


 


The
borrowings of principal and all payments and prepayments of the principal hereof and interest hereon and the respective dates and maturity
dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof
that shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect
the obligations of the Borrower under this promissory note.


 




    Exhibit A-1


    


    

 


This
promissory note shall be governed by, and construed in accordance with, the laws of the State of New York.


 





	 	APPGATE CYBERSECURITY, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


[Signature Page to Note]




 









    


    


    




 


	 	 	Exhibit
    B to
	 	 	Credit
    Agreement
	 	 	 
	[FORM
    OF]
	COUNTERPART
    AGREEMENT


 


This
Counterpart Agreement, dated [∙] (this “Counterpart Agreement”) is delivered pursuant to the Revolving Credit
Agreement, dated as of April 26, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Appgate Cybersecurity, Inc., a Delaware corporation (the “Borrower”),
the Guarantors from time to time party thereto and SIS Holdings, L.P, a Delaware limited partnership (the “Lender”).
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Accession
to the Credit Agreement. Pursuant to Section 5.09 of the Credit Agreement, the undersigned (the “New Guarantor”)
hereby:


 


agrees
that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned
becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof with the same force and effect as if
originally named therein as a Guarantor; and


 


represents
and warrants that each of the representations and warranties set forth in the Credit Agreement (other than such representations and warranties
that relate solely to facts and conditions as of the Effective Date) and applicable to the undersigned is true and correct in all material
respects as of the date hereof except in the case of a representation and warranty that expressly relates to a prior date, in which case
such representation and warranty is true and correct in all material respects as of such earlier date; provided that in each case,
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
or “Material Adverse Effect” in the text thereof.


 


Waivers;
Amendments. Neither this Counterpart Agreement nor any term hereof may be waived, discharged or terminated except pursuant to an
agreement or agreements in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance
of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought.


 


Counterparts.
This Counterpart Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Counterpart Agreement by telecopy
or other electronic means shall be effective as delivery of a manually executed counterpart of this Counterpart Agreement. The words
“execution,” “signed,” “signature,” and words of like import in this Counterpart Agreement shall
be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.


 


Notices.
All communications and notices hereunder shall be in writing and given as provided in Section 8.01 of the Credit Agreement.


 


Governing
Law. THIS COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


Severability.
Any provision of this Counterpart Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 




    B-1


    


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer
as of the date above first written.








 


	 	


[NAME OF NEW GUARANTOR]



	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	 





 


ACKNOWLEDGED AND ACCEPTED, as of the date above first written:


 


SIS HOLDINGS, L.P.,


as Lender


 


	By:	SIS HOLDINGS GP, LLC its General Partner	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 

[Signature Page to Counterpart]