Exhibit 10.1

Execution Copy

[Main Street Letterhead]

July 21, 2017

Glowpoint, Inc.

1776 Lincoln Street, 13th Floor
Denver, CO 80203

Attention: David Clark

Dear Mr. Clark:

This letter agreement is provided in reference to that certain Loan Agreement dated as of October 17, 2013 (as amended to date, the “ Loan Agreement ”), by and among Glowpoint, Inc., a Delaware corporation (the “ Company ”) and each of the Company’s Subsidiaries (each, a “ Borrower ” and collectively, “ Borrowers ”), MAIN STREET CAPITAL CORPORATION, a Maryland corporation (“ MSCC ”), as administrative agent and collateral agent for itself and the other Lenders (in such capacity, “ Agent ”), and MAIN STREET EQUITY INVESTMENTS, INC., a Delaware corporation, as successor-in-interest to MSCC, as lender (in such capacity, “ Lender ”) Capitalized terms used but not defined herein shall have the meanings assigned to them in the Loan Agreement.

This letter agreement will confirm that as of the date hereof, Borrowers owe principal in the amount of $9,000,000, plus interest, fees and expenses (collectively, the “ Full Payment Amount ”).

    

Notwithstanding the Full Payment Amount, per your request, this letter agreement is being provided to confirm that upon receipt by the undersigned on or before July 28, 2017 of the aggregate amount of $2,549,999 (the “ Discounted Principal Amount ”), plus accrued interest of $63,000 through the date hereof, plus an additional per diem amount of $3,000 if paid after July 21, 2017 (collectively, the “ Discounted Payoff Amount ”), all of Borrowers’ existing obligations (including the Obligations) to the undersigned under the Loans, the Loan Agreement, and all other Loan Documents will be satisfied in full and the Loans, the Loan Agreement, and all other Loan Documents between Borrowers and the undersigned will be terminated, except that, as set forth below, the Borrowers’ obligations under Sections 8.6, 14.6, 14.11, 14.14 and 14.15 of the Loan Agreement continue in effect and remain enforceable by Agent and Lender. The provisions of this letter agreement shall terminate if the foregoing amount is not received in full and in accordance with the terms of this letter agreement on or before July 31, 2017.

Each Borrower acknowledges and agrees that payment by Borrowers of the Discounted Payoff Amount may result in taxable income being attributed to one or more Borrowers.

The Discounted Payoff Amount should be sent by wire transfer of immediately available funds as set forth below:

Bank:            ZB, NA dba Zions Bank (an affiliate of Amegy Bank)

Salt Lake City, Utah

ABA #:         124000054

Account Name:     Texas Corporate Trust

Account #:         080-00038-3

FFC:             Main Street Equity Interests, Inc. 5442103C

Upon receipt of the Discounted Payoff Amount in cash and Agent’s receipt of a counterpart of this letter agreement duly executed by Borrowers, (i) all of the undersigned’s liens on and security interests in Borrowers’ property shall be deemed to have been terminated automatically and released, (ii) each Borrower and its designees are authorized to file all Uniform Commercial Code (“ UCC ”) termination statements with respect to all filed UCC financing statements showing the undersigned as secured party, (iii) the undersigned will promptly mark any Notes “Paid in Full” and, if requested, deliver any Notes so marked to you (or to your designee), (iv) the undersigned will promptly return any possessory collateral in its possession, and (v) the undersigned will promptly execute and deliver to you (or to your designee) such other releases, terminations and satisfactions of the undersigned’s liens on, and security interests in, Borrowers’ property as you may reasonably request to evidence the satisfaction of your obligations to the undersigned under the Loans and the termination of the undersigned’s interest in all collateral held with respect thereto.

The release of liens provided for in this letter agreement will not discharge or in any manner affect or impair the enforceability of any indemnity obligations that survive the termination of the Loan Agreement and other Loan Documents. Each Borrower confirms and agrees that the indemnification provisions set forth in Section 8.6 of the Loan Agreement will apply and be enforceable by us in respect of our execution and delivery of this letter agreement and the other instruments and agreements provided for in this letter agreement, all actions taken or omitted by us and all claims based upon or arising in connection with any of the foregoing.

In consideration for our undertakings provided for in this letter agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), each Borrower (acting on its own behalf and also on behalf of, and upon express authorization from, each and all of its Affiliates (each Borrower and each of them, a “ Releasing Person ”)) hereby releases, discharges and acquits, absolutely, unconditionally, irrevocably and forever, Agent and each Lender, each Affiliate of Agent or any Lender, each of the officers, directors, trustees, attorneys, auditors, agents, advisors, sub-advisors, managers and employees (whether past, present or future) of Agent or any Lender or Affiliate of Agent or a Lender, and each of their respective heirs, representatives, successors and assigns (each, including Agent or any Lender, a “ Released Person ”), from any and all claims, demands, debts, accounts, contracts, torts, liabilities, actions and causes of action, whether in law or in equity, that any Releasing Person now has or may have or at any time had against any Released Person, or that any Releasing Person or the successors or assigns of any Releasing Person hereafter has or may have against any Released Person, directly or indirectly based on, arising out of or in any way related to the commitments for or funding or use of proceeds of any extensions of credit under the Loan Agreement or any other Loan Documents or any transactions thereunder or any act, omission or event in any manner relating thereto, including all such claims, actions and causes of action whether accrued or not accrued and whether or not known or suspected by any Releasing Person to exist in its favor. Included within this release and waiver are all claims and defenses based on waiver, fraud, mistake, duress, usury, failure or lack of defenses, equitable subordination, conflicts of interest, self-dealing, breach of duty (fiduciary or otherwise), failure to act in a commercially reasonable manner or in a manner consistent with good faith and fair dealing, and/or any other claim of so-called “lender liability”.

Furthermore, each Borrower (acting on its own behalf and also on behalf of, and upon express authorization from, each other Releasing Person) on behalf of its and their respective officers, directors, partners, agents, representatives, employees, successors, and assigns, hereby covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Released Persons, by reason of or in connection with any of the Claims. As used herein, the term “ Claim ” shall mean any and all liabilities, claims, defenses, demands, actions, causes of action, judgments, deficiencies, interest, liens, costs or expenses (including court costs, penalties, attorneys’ fees and disbursements, and amounts paid in settlement) of any kind and character whatsoever, arising directly or indirectly from the Loans, the Obligation or the Loan Documents, including claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written documents, unwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise.

If the foregoing correctly sets forth our understanding as to the matters contained herein, please arrange for the enclosed counterpart of this letter agreement to be signed by Borrowers and return it to Agent, whereupon this letter agreement shall constitute a binding agreement among us. By signing a counterpart of this letter agreement, each Borrower acknowledges that the Full Payment Amount is a valid and enforceable obligation of such Borrower pursuant to the provisions of the Loan Agreement and other Loan Documents, which obligation shall be deemed to be automatically satisfied in full and discharged, terminated and released upon timely receipt of the Discounted Payoff Amount in cash and Agent’s receipt of a counterpart of this letter agreement duly executed by Borrowers.

 

This letter agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Texas. This letter agreement may be executed by Borrowers, Agent and Lender in separate counterparts and the executed counterparts may be delivered by facsimile transmission or other electronic means, including pdf, all of which will be enforceable as an original. The provisions of Sections 14.6, 14.11, 14.14 and 14.15 of the Loan Agreement (including waiver of the right to trial by jury) are incorporated herein by reference and will apply with like effect to this letter agreement and any dispute arising under this letter agreement notwithstanding the termination of the Loan Agreement.

[Remainder of page intentionally left blank]

Very truly yours,

AGENT:

MAIN STREET CAPITAL CORPORATION

By:      /s/ Jason Beauvais    

Name: Jason Beauvais

Title: SVP and GC

LENDER:

MAIN STREET EQUITY INVESTMENTS, INC.

By:      /s/ Jason Beauvais    

Name: Jason Beauvais

Title: SVP and GC

Accepted and Agreed to as of the date
first written above:

BORROWERS:

GLOWPOINT, INC. , a Delaware corporation

By:      /s/ David Clark    

Name: David Clark

Title: Chief Financial Officer

GP COMMUNICATIONS, LLC , a Delaware

limited liability company

By:    Glowpoint, Inc., a Delaware corporation,

its managing member

By:      /s/ David Clark    

Name: David Clark

Title: Chief Financial Officer

Exhibit 10.2

Execution Copy

REDEMPTION AGREEMENT

July 27, 2017

This Redemption Agreement (this “ Agreement ”) is entered into by and among Glowpoint, Inc., a Delaware corporation (the “ Company ”), Main Street Equity Interests, Inc., a Delaware corporation (“ MSEI ”), Main Street Mezzanine Fund, LP, a Delaware limited partnership (“ MSMF ”), and Main Street Capital II, LP, a Delaware limited partnership (“ MSC ,” and together with MSEI and MSMF, the “ Main Street Parties ”). The Main Street Parties are subsidiaries of Main Street Capital Corporation (“ MSCC ”).

WHEREAS , the Main Street Parties collectively own a total of Seven Million Seven Hundred Eleven Thousand Five Hundred Seventeen (7,711,517) shares of common stock of the Company (the “ Redeemed Shares ”) as listed and described on Exhibit A attached hereto;

WHEREAS , the Company owes MSEI a principal amount of Nine Million Dollars ($9,000,000), plus accrued and unpaid interest, under that certain Loan Agreement, as amended, dated October 17, 2013, by and among the Company and its subsidiaries and MSCC, as administrative agent, and MSEI, as lender (the “ Loan Agreement ”);

WHEREAS , the Company has proposed: (a) a payment under the Loan Agreement of Two Million Five Hundred Forty Nine Thousand Nine Hundred Ninety-Nine Dollars ($2,549,999), plus accrued and unpaid interest, to MSEI, provided MSEI agrees to forgive all remaining principal amounts (Six Million Four Hundred Fifty Thousand and One Dollars in principal ($6,450,001)) owed by the Company to MSEI under the Loan Agreement (the “ Loan Termination ”) pursuant to that certain payoff letter agreement, dated the date hereof and attached hereto as Exhibit B (the “ Payoff Letter Agreement ”) and (b) the Main Street Parties agree to the redemption of the Redeemed Shares by the Company for One Dollar ($1.00) (the “ Redemption ” and together with the Loan Termination, the “ Transactions ”); and

WHEREAS , in connection with the Transactions, the Main Street Parties desire to sell to the Company the Redeemed Shares and the Company desires to purchase and redeem the Redeemed Shares from the Main Street Parties, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing statements and the mutual promises made in this Agreement and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto, intending to be legally bound, hereby agree as follows:

1. Sale and Purchase of Redeemed Shares .

1.1.      Transfer of Redeemed Shares to the Company . In consideration of One Dollar ($1.00), the payment by the Company of the Discounted Payoff Amount (as defined in the Payoff Letter Agreement), and the Company’s release of, and indemnity for, all claims against the Main Street Parties as provided in Section 4 below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Main Street Parties hereby assign, transfer and deliver to the Company, all of the Redeemed Shares. The

Redeemed Shares will be fully-paid and non-assessable and free and clear of all liens, charges or encumbrances except as set forth herein.

1.2.      Conveyance of Title . The conveyance of title to the Redeemed Shares will be effected by either electronic delivery of the Redeemed Shares if such Redeemed Shares are in book-entry form or, if the Redeemed Shares are in certificate form, the delivery to the Company promptly after the date hereof of a stock power properly endorsed by the Main Street Parties and signature guaranteed for transfer of the Redeemed Shares to Company.

1.3.      Sale and Purchase Condition . Notwithstanding anything to the contrary contained herein, the obligations of the Main Street Parties to consummate the sale of the Redeemed Shares is subject, to and conditioned upon, the receipt by MSEI of the Discounted Payoff Amount.

2. Representations and Warranties of the Main Street Parties . The Main Street Parties represent and warrant to the Company that as of the execution of this Agreement:

2.1.      The Main Street Parties are duly organized or formed, validly existing and in good standing under the laws and regulations of the State of Delaware and have all requisite power and authority to participate in the transactions as contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the Main Street Parties. This Agreement has been duly executed and delivered by the Main Street Parties, and (assuming this Agreement’s valid execution and delivery by the Company) constitutes the Main Street Parties’ legal, valid and binding obligation, enforceable against it in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and (b) is subject to general principles of equity.

2.2.      The Main Street Parties have sole and exclusive title to the Redeemed Shares, which will transfer hereunder free and clear of any lien, security interest or other charge or encumbrance of any kind and the Main Street Parties have full authority to transfer title of the Redeemed Shares to the Company.

2.3.      The Main Street Parties have had full opportunity to review the Company’s periodic reports and other filings made with the Securities and Exchange Commission. The Main Street Parties are aware that (1) the Company is negotiating to recapitalize all of its existing indebtedness, including through retirement at a discount to face value or conversion to equity, and (2) the Company has an effective Registration Statement on Form S-3 and is seeking to raise additional capital. To the extent necessary, the Main Street Parties have retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the redemption of the Redeemed Shares hereunder.

3. Representations and Warranties of the Company . The Company represents and warrants to the Main Street Parties that the Company is duly incorporated, validly existing and in good standing under the laws and regulations of the State of Delaware and has all requisite power and authority to participate in the transactions as contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the Company. This Agreement has been duly executed and delivered by the Company, and (assuming this Agreement’s valid execution and delivery by the Main Street

Parties) constitutes the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

4. Company Release; Indemnification .

(a)      Except for actions arising from the breach of this Agreement, the Company for and on behalf of itself, its agents, legal representatives, affiliates, successors, assigns, predecessors, executors, heirs, affiliate corporations, officers, agents, directors, investors, members, shareholders, employees and for any partnerships, corporations, sole proprietorships or entities affiliated with, related to, owned, or controlled by them (collectively the “ Releasors ”),  hereby release each of the Main Street Parties, their respective affiliates and each of the Main Street Parties’ and their affiliates’ respective stockholders, members, owners, officers, directors, managers, partners, employees, agents, fiduciaries and representatives, and each of their respective successors and assigns (collectively the Releasees ”) of and from any and all actions, causes of action, suits, debts, sums of money, accounts, covenants, contracts, agreements, arrangements, promises, obligations, representations, warranties, further obligation of payments, claims, counterclaims, actions or causes of action, indemnification, demands, damages, judgments, expenses, liabilities, attorney’s fees and legal costs, whether based on a tort, contract or other theory of recovery, whether in law or in any kind or character, whether known or unknown, whether absolute, fixed or contingent, whether in law, in equity, that the Releasors ever had, now have or hereafter can, shall or may have, by reason of or arising out of any matter existing as of the date hereof (collectively, the “ Released Claims ”), it being the clear intent of Releasors to forever discharge and release any and all claims and counterclaims that are brought or could have been brought against the Releasees and that exist as of the date of this Agreement.

(b)      The Company, on its own behalf and on behalf of the Releasors, agrees not to institute or maintain, or assist any person or entity to institute or maintain, any cause of action, suit, complaint or other proceeding against any Releasees based upon, arising form or in any way relating to or involving, directly or indirectly, any Released Claim. The Company, on its own behalf and on behalf of the Releasors, intend to effect, to the maximum extent permitted by law, a complete and knowing waiver and release of their rights with respect to such Released Claims as set forth herein. This release constitutes full and final release of all matters whatsoever and that such release is intended to and does embrace not only all known and anticipated damages and injury but also all unknown and unanticipated damages and injury that may later develop or be discovered, including all effects and consequences thereof.

(c)      The Company agrees to indemnify, defend and hold harmless the Main Street Parties and each of the Releasees from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including amounts paid in settlement, out-of-pocket costs or investigation and reasonable fees and expenses of outside counsel) that arise out of, relate to or result from: (i) any breach by the Company of any of its representations, warranties or covenants contained herein; and (ii) with respect to a matter brought by a third party, the Redeemed Shares and the ownership thereof by each of the Main Street Parties prior to the consummation of the transactions contemplated by this Agreement.

5. Miscellaneous .

5.1.      Survival of Representations and Warranties . The representations and warranties obligations made herein shall survive the execution and delivery hereof and transfer of any Redeemed Shares.

5.2.      Successors and Assigns . The parties hereto may not assign, sell, delegate, or otherwise transfer their rights and duties hereunder. This Agreement will be binding upon and inure to the benefit of their heirs, executors, administrators, and successors.

5.3.      Governing Law; Jurisdiction; Venue . All issues and questions concerning the application, construction, validity, interpretation and enforcement of, and any dispute arising under, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Each party hereto hereby irrevocably consents and agrees to the exclusive personal jurisdiction of the federal or state courts of the State of Delaware located in New Castle County, Delaware for any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, as a defense in any legal dispute arising out of this Agreement, that such action, suit or proceeding may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each of the parties hereto agrees that a final judgment in any action, suit or proceeding described in this Section 5.3 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws.

5.4.      Further Assurances . In connection with this Agreement and the transactions contemplated hereby, the Company and the Main Street Parties hereby agree, at the request of the Company or the Main Street Parties, to execute and deliver such additional documents, instruments, conveyances and assurances and to take such further actions as may reasonably be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

5.5.      Severability . If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

5.6.      Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes and cancels any and all prior agreements and understandings, both written and oral, among them relating to the subject matter hereof, except as otherwise specifically provided herein.

5.7.      Amendment . This Agreement can be changed only by an instrument in writing signed by the Company and the Main Street Parties.

5.8.      Attorneys’ Fees . The prevailing party in any litigation brought to interpret or enforce the terms and provisions of this Agreement shall be entitled to recovery from the non-prevailing party its costs of litigation; including without limitation, reasonable attorneys' fees.

5.9.      Taxes . The Company shall pay all sales, transfer, documentary stamp and other similar taxes resulting from the transaction contemplated by this Agreement.

5.10.      Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF , this Agreement has been executed by the parties hereto as of the date first set forth above.

GLOWPOINT, INC.

    

By:      /s/ David Clark    

Name: David Clark

Title: Chief Financial Officer

MAIN STREET EQUITY INVESTMENTS, INC.

    

By: /s/ Jason Beauvais    

Name: Jason Beauvais

Title: SVP and GC

MAIN STREET MEZZANINE FUND, LP

    

By: Main Street Mezzanine Management, LLC,          its general partner

    

By: /s/ Jason Beauvais    

Name: Jason Beauvais

Title: SVP and GC

MAIN STREET CAPITAL II, LP

By: Main Street Capital II GP, LLC, its general                  partner

    

By: /s/ Jason Beauvais    

Name: Jason Beauvais

Title: SVP and GC

Exhibit B

PAYOFF LETTER AGREEMENT

(See Attached)

US.113420297.01

Exhibit 10.3

Execution Version

NOTE EXCHANGE AGREEMENT

This NOTE EXCHANGE AGREEMENT (“ Agreement ”), is made as of July 31, 2017 (the “ Execution Date ”), between Glowpoint, Inc., a Delaware corporation (“ Company ”), and Shareholder Representative Services LLC, solely in its capacity as the Sellers’ Representative for the benefit of the Stockholders (as defined in the Merger Agreement (as defined below)) (“ Noteholder ”).

RECITALS

NOW , THEREFORE , the parties hereto agree as follows:

1.     Exchange .

1.1 Exchange Listing . Subject to notice of issuance, the Shares (as defined below) have been approved for listing on the NYSE MKT LLC.

1.2     Exchange . Subject to the terms and conditions of this Agreement and upon Company’s receipt of the SRS Certificate (as defined below), Company will cause to be issued to each holder of the Note (the “ Holders ”) listed on the SRS Certificate the number of shares of Common Stock specified opposite such Holder’s name on the SRS Certificate, for an aggregate of 7,326,000 shares of Common Stock (the “ Shares ”). On the Execution Date and subject to the terms and conditions of this Agreement, in exchange for the issuance of the Shares, Noteholder will deliver or cause to be delivered the Note for cancellation (which shall include all claims arising out of or relating to the Note, including, without limitation, any accrued but unpaid interest thereon), without the payment of any additional consideration. The issuance of the Shares to Holders will be made without registration of the Shares under the Securities Act of 1933, as amended (“ Securities Act ”), in reliance upon the exemption therefrom provided by Section 3(a)(9) of the Securities Act. The transactions contemplated under this Section 1.2 may be referred to collectively hereinafter as the “ Exchange .”

2.     Deliveries .

2.1     Deliveries .

a. On the Execution Date, Company shall have executed the following documents and consummated the transactions contemplated thereby:

b. On the Execution Date, Noteholder shall deliver or cause to be delivered to Company the Note for cancellation;

c. No later than one business day following the Execution Date, Noteholder shall deliver to Company a certificate, executed by an executive officer or other authorized person of Noteholder, setting forth the Holders to be issued Shares and the number of Shares to be issued to each Holder (the “ SRS Certificate ”); and

d. Upon Company’s receipt of the SRS Certificate, Company shall cause to be issued the Shares in the name of the Holders, and shall deliver to the Holders one or more stock certificates representing the Shares being issued, duly endorsed or accompanied by duly executed stock powers sufficient to validly transfer the Shares to the Holders.

3.     Representations and Warranties of Noteholder . Noteholder represents and warrants to Company that the statements contained in this Section 3 are true and correct as of the date of this Agreement, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

3.1     Organization, Standing and Qualification . Noteholder is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority and governmental authorizations to own, lease and operate its properties and carry on its business as it is now being conducted. Noteholder is duly licensed or qualified to do business as a foreign limited liability company in each other jurisdiction where such license or qualification is required, except where the lack of such qualification would not have a material adverse effect on its business or properties.

3.2     Authorization . Noteholder has all limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Noteholder in connection with the consummation of the transactions contemplated hereby and thereby (the “ Ancillary Agreements ”), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Noteholder of this Agreement and each Ancillary Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary respective limited liability company action on behalf of Noteholder. This Agreement and each Ancillary Agreement has been duly executed and delivered by Noteholder and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each Ancillary Agreement constitutes the legal, valid and binding obligations of Noteholder, enforceable against Noteholder in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.3     Conflicts; Consents of Third Parties .

a. None of the execution and delivery by Noteholder of this Agreement or the Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by Noteholder with any of the provisions hereof or thereof will result in any violation of or default (with or without notice or lapse of time, or both) under, give rise to a right of acceleration, termination or cancellation of any obligation under, require a consent or waiver under, require the payment of a penalty or increased liabilities or fees or the loss of a material benefit under or result in the creation of any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, sublease, charge, option, right of first refusal, easement, servitude, title defect or objection, hypothecation, transfer restriction or other encumbrance (collectively, “ Liens ”) upon any of the properties or assets of Noteholder under any provision of (i) the certificate of formation and limited liability company agreement of Noteholder; (ii) any material contract or material permit to which Noteholder is a party or by which any of the properties or assets of Noteholder are bound; (iii) any governmental order, injunction, judgment, decree or ruling applicable to Noteholder or by which any of the properties or assets of Noteholder are bound; or (iv) any applicable law, other than, in the case of clauses (ii), (iii) and (iv), such items that would not, individually or in aggregate, reasonably be expected to impair in any material respect the ability of Noteholder to perform its obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

b. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body (collectively, “ Consents ”) is required on the part of Noteholder in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the compliance by Noteholder with any of the provisions hereof or thereof.

3.4     Ownership; Transferability . Each Holder is the record and beneficial holder of its originally issued undivided interest in the Note free and clear of any Lien, other than restrictions under the Securities Act.

3.5     Investment Representations .

a.    Each Holder acknowledges that the Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each Holder set forth herein in order to determine the availability of such exemptions and the eligibility of such Holder to acquire the Shares. Each Holder acknowledges that the Shares shall be issued to such Holder solely in exchange for such Holder’s interest in the Note without the payment of any additional consideration. As of the date hereof, none of Noteholder or Holders has and or will pay any commission or other remuneration, directly or indirectly, to any broker or other intermediary, in connection with the Exchange. No person has acted, directly or indirectly, as a broker or other intermediary for any Holder or Noteholder in connection with the Exchange and no person is entitled to any commission or other remuneration.

b    [Reserved]

3.6     [Reserved]

3.7     Exculpation Among Investors . Each Holder acknowledges that it is not relying upon any person, firm or corporation, other than Company and its officers and directors, in making its decision to participate in the Exchange. Each Holder agrees that neither Noteholder nor any Holder nor the respective controlling persons, officers, directors, partners, agents, or employees of Noteholder or any Holder shall be liable to any other Holder for any actions heretofore or hereafter taken or omitted to be taken by any of them in connection with the Exchange.

4.     Representations and Warranties of Company . Except as otherwise set forth in the Company SEC Documents (as defined below), Company represents and warrants to Noteholder that the statements contained in this Section 4 are true and correct as of the date of this Agreement, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).

4.1     Organization, Standing and Qualification . Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and governmental authorizations to own, lease and operate its properties and carry on its business as it is now being conducted. Company is duly licensed or qualified to do business as a foreign corporation in each other jurisdiction where such license or qualification is required, except where the lack of such qualification would not have a material adverse effect on its business or properties.

4.2     Authorization . Company has all corporate power and authority to execute and

deliver this Agreement and each Ancillary Agreement, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Company of this Agreement and each Ancillary Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary respective corporate action on behalf of Company. This Agreement and each Ancillary Agreement has been duly executed and delivered by Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each Ancillary Agreement constitutes the legal, valid and binding obligations of Company, enforceable against Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.3     Conflicts; Consents of Third Parties .

a. None of the execution and delivery by Company of this Agreement or the Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by Company with any of the provisions hereof or thereof will result in any violation of or default (with or without notice or lapse of time, or both) under, give rise to a right of acceleration, termination or cancellation of any obligation under, require a consent or waiver under, require the payment of a penalty or increased liabilities or fees or the loss of a material benefit under or result in the creation of any Lien upon any of the properties or assets of Company under any provision of (i) the certificate of incorporation and by-laws of Company; (ii) any material contract or material permit to which Company is a party or by which any of the properties or assets of Company are bound; (iii) any governmental order, injunction, judgment, decree or ruling applicable to Company or by which any of the properties or assets of Company are bound; or (iv) any applicable law, other than, in the case of clauses (ii), (iii) and (iv), such items that would not, individually or in aggregate, reasonably be expected to impair in any material respect the ability of Company to perform its obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

b. No Consents are required on the part of Company in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the compliance by Company with any of the provisions hereof or thereof, except for those Consents that have been made prior to the date hereof.

4.4     SEC Reports and Financial Statements .

a. Since January 1, 2017, Company has timely filed or furnished with the Securities and Exchange Commission (the “ SEC ”) all forms, reports, schedules, statements and other documents required to be filed or furnished under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), including (i) its Annual Report on Form 10-K for the year ended December 31, 2016, (ii) its proxy statement relating to the 2017 annual meeting of stockholders (in the form mailed to stockholders) and (iii)

all other forms, reports and registration statements required to be filed or furnished by Company with the SEC since January 1, 2017. The documents described in clauses (i)-(iii) above (whether filed or furnished before, on or after the date of this Agreement), as amended prior to the date of this Agreement, are referred to in this Agreement collectively as the “ Company SEC Documents .” As of their respective dates (or amendment dates, if amended prior to the date of this Agreement), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, Sarbanes-Oxley Act of 2002 (“ SOX ”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Dodd-Frank Act ”), as the case may be.

b. The December 31, 2016 consolidated balance sheets of Company and the related consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (including, in each case, the related notes, where applicable), as reported in Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC under the Exchange Act fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects in accordance with GAAP, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of Company and its subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Company and its subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. EisnerAmper LLP, the independent public accounting firm of Company, has not resigned or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

c. There are no outstanding or unresolved comments received from the SEC with respect to Company SEC Documents. No executive officer of Company has failed in any respect to make the certification required of him or her under Sections 302 or 906 of SOX and to the knowledge of Company no enforcement action has been initiated against Company relating to disclosures contained in any Company SEC Documents.

d. Since the date Company was listed on the NYSE MKT, other than the noncompliance described in the notice of noncompliance received by Company from the NYSE MKT on April 5, 2017 (the “ NYSE Noncompliance ”), Company has complied in all material respects with the applicable listing and corporate governance rules of the NYSE MKT.

4.5 Section 3(a)(9) Compliance . Company acknowledges that the Shares are being offered and exchanged in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. As of the date hereof, Company has not and will not pay any commission or other remuneration, directly or indirectly, to any broker or other intermediary, in connection with the Exchange. No person has acted, directly or indirectly, as a broker or other intermediary for Company in connection with the Exchange and no person is entitled to any commission or other remuneration.

4.6 Subsidiaries .

a. With respect to each subsidiary of Company its articles of incorporation, bylaws (or equivalent organizational and governing documents) are in full force and effect. No subsidiary is in material violation in any respect of any of the provisions of its certificate of incorporation and bylaws (or equivalent organizational and governing documents).

b. All of the outstanding shares of capital stock and other equity interests of each of the subsidiaries have been validly issued and are fully paid and nonassessable, and are owned by Company or a subsidiary of Company free and clear of any Liens, with respect thereto. None of the subsidiaries of Company own any of Company’s issued and outstanding common stock or preferred stock.

c. Each subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be (and assuming the good standing concept exists in the applicable jurisdiction), and has all requisite corporate, limited liability company or partnership power and authority and governmental authorizations to own, operate, lease and otherwise hold its assets and to carry on its business as it is now being conducted (except to the extent that any failure to have such power, authority and authorizations would not have a material adverse effect on its business or properties), and is duly licensed or qualified to do business in each other jurisdiction (assuming the qualification concept exists in the applicable jurisdiction) where such license or qualification is required (except where the lack of such qualification would not have a material adverse effect on its business or properties).

4.7 Internal Controls Over Reporting . Company has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Company’s disclosure controls and procedures are designed to ensure that material information relating to Company, including its consolidated subsidiaries, required to be disclosed by Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Company’s auditors and the audit committee of Company’s board of directors (x) all significant deficiencies in the design or operation of internal controls which could adversely

affect Company’s ability to record, process, summarize and report financial data and have identified for Company’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls. The principal executive officer and the principal financial officer of Company have made all certifications required by SOX, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications are complete and correct. The management of Company has completed its assessment of the effectiveness of Company’s internal control over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2016, and such assessment concluded that such controls were effective. To the knowledge of Company, there are no facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX, without qualification, when next due.

4.8 Legal Proceedings . There are no judicial, administrative or arbitral actions, complaints, charges, inquiries, grievances, investigations, reviews, suits or proceedings (public or private) by or before a governmental body (“ Legal Proceedings ”) entered against, involving, pending or, to the knowledge of Company, threatened in writing against Company or any of its subsidiaries, except for such Legal Proceedings that if adversely determined would not be reasonably likely to result in a material adverse effect on its business or properties.

4.9 Compliance with Laws; Permits .

a. Except for the NYSE Noncompliance, Company and its subsidiaries are in compliance in all respects with all laws of any governmental body applicable to their respective business or operations except where failure to comply would not be reasonably expected to have a material adverse effect on their business or operations). Except with respect to immaterial violations of any laws, neither Company nor any of its subsidiaries have received any written notice of, has knowledge of or has been charged with, the violation of any laws.

b. Company and its subsidiaries have all permits which are required for the operation of their respective businesses as presently conducted, except where the absence of which would not be reasonably likely to be material to Company (individually or in the aggregate). Neither Company nor any of its subsidiaries are in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any permit to which it is a party.

4.10     Shares Issued; Capitalization . The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be validly authorized and issued, fully paid and nonassessable and will be free of restriction on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. Company is not a party to any agreement incident to which one or more shareholders are bound to vote their shares (either at a meeting or by written consent) in any particular manner, and Company is not aware of any such agreement to which Company itself is not a party. The entire authorized capital stock of Company consists of 150,000,000 shares of Common Stock, of which 36,534,840

shares were issued and outstanding as of July 31, 2017, and 5,000,000 shares of Company’s preferred stock, $0.0001 par value per share, of which 32 shares were issued and outstanding as of July 31, 2017.

5.     Survival of Representations and Warranties . The representations, warranties, covenants, and obligations of Company and Noteholder and Holders set forth in this Agreement shall survive the execution and delivery hereof for a period of one year following the Execution Date.

6.     Miscellaneous Provisions .

6.1     Notices . Any notice, report, demand, waiver, consent or other communication given by a party under this Agreement shall be in writing, may be given by a party or its legal counsel, and shall deemed to be duly given upon delivery by Federal Express or similar overnight courier service which provides evidence of delivery, or when delivered by facsimile transmission if a copy thereof is also delivered in person or by overnight courier. Notices of address change shall be effective only upon receipt notwithstanding the provisions of the foregoing sentence. Any such notices shall be delivered to the following:

If to Company:        Glowpoint, Inc.

1776 Lincoln Street, Suite 1300

Denver, Colorado 80203

Attn: David Clark

Fax: (866) 703-2089

with a copy to:            Faegre Baker Daniels LLP                    

3200 Wells Fargo Center

1700 Lincoln Street

Denver, CO 80203-4532                    Attn:    Jeff Sherman

Fax:    (303) 607-3600

If to Noteholder or Holders:    Shareholder Representative Services LLC

1614 15 ^th Street, Suite 200

Denver, CO 80202

Attn: Managing Director

Fax: (303) 623-0294

with a copy to:            Cooley LLP

380 Interlocken Crescent, Suite 900

Broomfield, CO 80021-8023                    Attn:    Jim Linfield

Fax:    (720) 566-4099

6.2     Expenses . Upon consummation of the Exchange, all legal and administrative costs incurred in connection with this Agreement and the transactions contemplated hereby, including reasonable fees and expenses (not to exceed $30,000) of Noteholder’s legal counsel, shall be paid by Company.

6.3     Governing Law and Jurisdiction . All issues and questions concerning the application, construction, validity, interpretation and enforcement of, and any dispute arising under, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Each party hereto hereby irrevocably consents and agrees to the exclusive personal jurisdiction of the federal or state courts of the State of Delaware located in New Castle County, Delaware for any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement. Each of the parties hereto hereby waives, and agrees not to assert, as a defense in any legal dispute arising out of this Agreement, that such action, suit or proceeding may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each of the parties hereto agrees that a final judgment in any action, suit or proceeding described in this Section 6.3 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws.

6.4     Headings . Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement.

6.5     Entire Agreement . This Agreement and the Ancillary Agreements constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof.

6.6     Amendment . Any term of this Agreement may be modified or amended only by an instrument in writing signed by each of the parties hereto.

6.7     Severability . If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

6.8     Attorneys’ Fees . The prevailing party in any litigation brought to interpret or enforce the terms and provisions of this Agreement shall be entitled to recovery from the non-prevailing party its costs of litigation; including without limitation, reasonable attorneys' fees.

6.9     Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

6.10     Successors and Assigns . Except as expressly provided in this Agreement, the terms and conditions hereof shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of the Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors or assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.11 Further Assurances . In connection with this Agreement and the transactions contemplated hereby, Company and Noteholder hereby agree, at the request of Company or Noteholder, to execute and deliver such additional documents, instruments, conveyances and assurances and to take such further actions as may reasonably be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

[Signatures Follow on the Next Pages]

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

COMPANY:

Glowpoint, Inc.

                        

By:      /s/ David Clark    

Name: David Clark

Title: Chief Financial Officer

NOTEHOLDER:

Shareholder Representative Services LLC

                        

By:      /s/ Christopher Letang    

Name: Christopher Letang

Title: Managing Director

Exhibit 10.4

BUSINESS FINANCING AGREEMENT

    

This BUSINESS FINANCING AGREEMENT, dated as of July 31, 2017 (the “Closing Date”), is made and entered into between WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION (“ Lender ”), GLOWPOINT, INC., a Delaware corporation (“Glowpoint”), and GP COMMUNICATIONS, LLC, a Delaware limited liability company (“GP Communications” and together with Glowpoint, individually and collectively, jointly and severally, “ Borrower ”) on the following terms and conditions:

Balance, in either case, within three business days of the date received; provided that upon the occurrence and during the continuance of any Default, Lender may apply all Collections to the Obligations in such order and manner as Lender may determine. Lender has no duty to do any act other than to apply such amounts as required above. If an item of Collections is not honored or Lender does not receive good funds for any reason, any amount previously transferred to Borrower’s Account or applied to the Account Balance shall be reversed as of the date transferred or applied, as applicable, and, if applied to the Account Balance, the Finance Charge will accrue as if the Collections had not been so applied. Lender shall have, with respect to any goods related to the Receivables, all the rights and remedies of an unpaid seller under the UCC and other applicable law, including the rights of replevin, claim and delivery, reclamation and stoppage in transit.

Upon the request of Lender, Borrower shall deliver to Lender a copy of each insurance policy, or, if permitted by Lender, a certificate of insurance listing all insurance in force.

worn-out or obsolete equipment which was not financed by Lender; and (d) the sale or issuance of equity interests, options or warrants to purchase equity interests of Glowpoint so long as an Event of Default (including specifically an Event of Default under Section 7.1(l)) does not exist at the time of any such sale or issuance and would not exist after giving effect to any such sale or issuance.

“ Account Balance ” means at any time the aggregate of the Advances outstanding as reflected on the records maintained by Lender, together with any past due Finance Charges thereon.

“ Account Debtor ” has the meaning in the UCC and includes any Person liable on any Receivable, including without limitation, any guarantor of any Receivable and any issuer of a letter of credit or banker’s acceptance assuring payment thereof.

“ Adjustments ” means all discounts, allowances, disputes, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor with respect to any Receivable.

“ Advance ” means an advance made by Lender to Borrower under this Agreement.

“ Advance Rate ” means eighty-five percent (85%), or such greater or lesser percentage as Lender may from time to time establish in its sole discretion upon notice to Borrower.

“ Advance Request ” means a writing in form and substance satisfactory to Lender and signed by an Authorized Person requesting an Advance.

" Affiliate " means, as to any Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person.

“ Agreement ” means this Business Financing Agreement.

“ Asset Coverage Ratio ” means all unrestricted cash maintained with Lender, plus Eligible Receivables, divided by the total amount of outstanding principals of all Obligations.

“ Authorized Person ” means any one of the individuals authorized to sign on behalf of Borrower.

“ Borrower’s Account ” means Borrower’s general operating account maintained with Lender, into which all Advances will be deposited unless otherwise instructed by Borrower in writing.

" Borrowing Base " means at any time the sum of (i) the Eligible Receivable Amount multiplied by the applicable Advance Rate, plus (ii) the Non-Formula Amount, minus (iii) such reserves as Lender may deem proper and necessary from time to time.

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

" Cash Management Services " is defined in Section 1.9.

" Cash Management Sublimit " means $100,000.

" Change of Control " means (a) any Person or group (as that term is understood under Section 13(d) of the Exchange Act and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of Glowpoint equal to at least fifty percent (50%); (b) as of any date a majority of the board of directors of Glowpoint consists of individuals who were not either (i) directors of Glowpoint as

of the corresponding date of the previous year, (ii) selected or nominated to become directors by the board of directors of Glowpoint of which a majority consisted of individuals described in clause (b)(i) above or (iii) selected or nominated to become directors by the board of directors of Glowpoint of which a majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii) above; or (c) GP Communications ceases to be a wholly-owned Subsidiary of Glowpoint.

“ Collateral ” means all of Borrower’s rights and interest in any and all personal property, whether now existing or hereafter acquired or created and wherever located, and all products and proceeds thereof and accessions thereto, including but not limited to the following (collectively, the “ Collateral ”): (a) all accounts (including health care insurance receivables), chattel paper (including tangible and electronic chattel paper), inventory (including all goods held for sale or lease or to be furnished under a contract for service, and including returns and repossessions), equipment (including all accessions and additions thereto), instruments (including promissory notes), investment property (including securities and securities entitlements), documents (including negotiable documents), deposit accounts, letter of credit rights, money, any commercial tort claim of Borrower which is now or hereafter identified by Borrower or Lender, general intangibles (including payment intangibles, intellectual property and software), goods (including fixtures) and all of Borrower’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; and (b) any and all cash proceeds and/or noncash proceeds thereof, including without limitation, insurance proceeds, and all supporting obligations and the security therefore or for any right to payment.

“ Collection Account ” means the deposit account maintained with Lender which, pursuant to the Lockbox Agreement, all Collections received in the Lockbox are to be deposited, and as to which Borrower has no right to withdraw funds.

“ Collections ” means all payments from or on behalf of an Account Debtor with respect to Receivables.

“ Compliance Certificate ” means a certificate in the form attached as Exhibit A to this Agreement by an Authorized Person that, among other things, the representations and warranties set forth in this Agreement are true and correct as of the date such certificate is delivered.

“ Credit Limit ” means $1,500,000, which is intended to be the maximum amount of Advances at any time outstanding.

“ Default ” means any Event of Default or any event that with notice, lapse of time or otherwise would constitute an Event of Default.

" EBITDA " means net profit before tax plus interest expense, depreciation expense, amortization expense, gain on debt extinguishment, stock compensation , non-cash impairment charges on goodwill or other intangible assets, and non-cash impairment charges on property and equipment in an amount up to $250,000 for the period commencing on the Closing Date and continuing through December 31, 2018.

“ Eligible Receivable ” means a Receivable that satisfies all of the following:

located, including, where necessary; the filing of a Notice of Business Activities Report or other similar filing with the applicable government agency or the qualification by Borrower as a foreign corporation authorized to transact business in such jurisdiction.

" Eligible Receivable Amount " means at any time the sum of the Receivable Amounts of the Eligible Receivables.

“ Event of Default ” has the meaning set forth in Section 7.1.

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

“ Facility Fee ” means a payment of an annual fee equal to one percentage point (1.0%) of the Credit Limit due upon the Closing Date and each anniversary thereof so long as any Advance is outstanding or available hereunder.

“ Finance Charge ” means an interest amount equal to the Finance Charge Percentage of the ending daily Account Balance for the relevant period.

“ Finance Charge Percentage ” means a floating rate per year equal to the Prime Rate plus one and three-quarters percentage points (1.75%) plus an additional five percentage points (5.0%) during any period that an Event of Default has occurred and is continuing.

“ GAAP ” means generally accepted accounting principles consistently applied and used consistently with prior practices.

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

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

“ Lender ” means WESTERN ALLIANCE BANK, an Arizona corporation, and its successors and assigns.

" Letter of Credit " has the meaning set forth in Section 1.8.

" Letters of Credit Obligation " means, at any time, the sum of, without duplication, (i) the maximum amount available to be drawn on all outstanding Letters of Credit issued by Lender or by Lender’s Affiliate and (ii) the aggregate amount of all amounts drawn and unreimbursed with respect to Letters of Credit issued by Lender or by Lender’s Affiliate.

" Letter of Credit Sublimit " means $100,000.

“ Lockbox ” is defined in the Lockbox Agreement.

“ Lockbox Agreement ” is defined in Section 1.4(a).

“ Maturity Date ” means two (2) years from the Closing Date or such earlier date as Lender shall have declared the Obligations immediately due and payable pursuant to Section 7.2.

“ Month End ” means the last calendar day of each month.

“ Non-Formula Amount ” means (a) from the Closing Date through September 30, 2017, $600,000, (b) from October 1, 2017 through December 31, 2017, $400,000, (c) from January 1, 2018 through March 31, 2018, $200,000, and (d) from and at all times after April 1, 2018, $0.

“ Obligations ” means all liabilities and obligations of Borrower to Lender of any kind or nature, present or future, arising under or in connection with this Agreement, or under any other document, instrument or agreement, whether or not evidenced by any note, guarantee or other instrument, whether arising on account or by overdraft, whether direct or indirect (including those acquired by assignment) absolute or contingent, primary or secondary, due or to become due, now owing or hereafter arising, and however acquired; including, without limitation, all Advances, Finance Charges, fees, interest, expenses, professional fees and attorneys’ fees.

“ Overadvance ” means at any time an amount equal to the greater of (a) the amount (if any) by which the total amount of the outstanding Advances (including deemed Advances with respect to the Letter of Credit Sublimit and the total amount of the Cash Management Sublimit) exceeds the lesser of the Credit Limit or the Borrowing Base, (b) the amount (if any) by which the total amount of the outstanding deemed Advances with respect to the Letter of Credit Sublimit exceeds the Letter of Credit Sublimit, or (c) the amount (if any) by which the total amount of the outstanding deemed Advances with respect to the Cash Management Sublimit exceeds the Cash Management Sublimit.

“ Permitted Indebtedness ” means:

“ Permitted Investments ” means:

“ Permitted Liens ” means the following but only with respect to property not consisting of Receivables:

“ Prime Rate ” means the greater of four percent (4.0%) per year or the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Lender as its Prime Rate. Lender may price loans to its customers at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Prime Rate.

“ Receivable Amount ” means as to any Receivable, the Receivable Amount due from the Account Debtor after deducting all discounts, credits, offsets, payments or other deductions of any nature whatsoever, whether or not claimed by the Account Debtor.

“ Receivables ” means Borrower’s rights to payment arising in the ordinary course of Borrower’s business, including accounts, chattel paper, instruments, contract rights, documents, general intangibles, letters of credit, drafts, and bankers acceptances.

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

“ Subordinated Debt ” means indebtedness of Borrower that is expressly subordinated to the indebtedness of Borrower owed to Lender pursuant to a subordination agreement satisfactory in form and substance to Lender.

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

“ Transfer ” is defined in Section 4.8.

“ UCC ” means the California Uniform Commercial Code, as amended or supplemented from time to time.

“ Unused Loan Fee ” is defined in Section 2.2(c).

discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability.

Notwithstanding any other provision of this Agreement or other related document, until such time as all Obligations have been paid in full (subject to Section 18 below) and all lending commitments of Lender hereunder have been terminated, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Lender and such payment shall be promptly delivered to Lender for application to the Obligations, whether matured or unmatured.

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IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement on the day and year above written.

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

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

SEE CONDITIONS TO FUNDING ON ADDENDUM 2

SEE ADDITIONAL COVENANTS ON ADDENDUM 3

SEE LOAN CLOSING CHECKLIST ON ADDENDUM 4

RECITALS

WHEREAS, Borrower desires to obtain a loan of money (the “Loan”) from Lender in the amount set forth in the above Loan Chart and Lender is willing to make the Loan, but only on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender shall make the Loan on the following terms and conditions:

1.    LOAN

1.1     Loan . Lender shall make the Loan to Borrower of the sum designated in the Loan Chart as “Amount of Loan,” subject to the terms and conditions of this Agreement.

1.2     Funding . Lender shall not be obligated to fund the Loan until after all conditions set forth in Addendum 2 have been satisfied or waived in writing by Lender. As soon as all funding conditions have been satisfied or waived in writing by Lender, Lender shall fund the Loan by paying to Senior Lender, pursuant to a payment procedure agreed upon by Lender and Senior Lender, the amount specified in the as the Discounted Payoff Amount set forth in the Payoff letter from Existing Secured Lender described in Addendum 2; provided that if any portion of the proceeds of the Loan is not used by Senior Lender to pay the Existing Secured Lender, Lender has instructed Senior Lender to make an ACH transfer to Borrower’s account designated on the ACH authorization form (“Borrower’s Account”) of such remaining proceeds. Lender shall retain, from the remaining balance of the proceeds of the Loan, an amount equal to the “Origination and/Other Fees” shown on the Loan Chart.

2.    PAYMENT TERMS

2.1     Repayment . Borrower shall repay the Loan by paying the Total Payback Amount specified and on the terms set forth in the Loan Chart, subject to the additional terms set forth in this Agreement.

2.2    [RESERVED].

2.3    [RESERVED].

2.4     Prepayment Limitation . Borrower shall be entitled to prepay all (but not less than all) of the Total Payback for the Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total Payback for the Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment.

2.5     Interest . Interest for the Loan is already included in the amount specified in the Loan Chart as Total Payback. Following the occurrence and during the continuance of an Event of Default, an additional interest charge of five percent (5%) per annum on the then outstanding Obligations shall be immediately due and owing from the date of the Event of Default until the date Borrower cures such Event of Default.

2.6     Late Fee . If any Payment Amount set forth in the Loan Chart is not received in full by Lender as of the applicable due date, and such failure is not cured within three (3) Business Days of the date due, Borrower authorizes Lender, without notice to Borrower, to charge a late charge equal to five percent (5%) of such Payment Amount then due, or the maximum amount permitted by applicable law, whichever is less (the “Late Fee”), by initiating debit charges to Borrower’s Account. The Late Fee shall apply only to scheduled payments and shall not apply to any lump sum payment due upon acceleration.

2.7     Borrower’s Obligation to Pay Is Not Conditional on Amount of Funds in Borrower’s Account . Borrower’s obligation to repay the Obligations is not dependent upon whether or not there are sufficient funds in the Borrower’s Account, nor is Borrower’s obligation to pay excused if Borrower receives insufficient income to make any payment required under this Agreement. If, for any reason, there are insufficient funds

in Borrower’s Account or insufficient income to cover any payment due under this Agreement, or if for any reason Lender is unable to collect on an ACH request to Borrower’s Account, Borrower agrees to immediately make said payment by regular check, cashier’s check, money order or by wire transfer as instructed by Lender. Borrower understands that payments made by any method other than that contemplated by the ACH Authorization may result in a delay in Lender’s receipt of such payment and that Borrower may incur a Late Fee if the payment is received late.

3.    SECURITY INTEREST IN COLLATERAL

3.1     Collateral And Loan Security . As security for the payment of the Loan, and all other liabilities and obligations of the Borrower to Lender, now existing or hereafter created, whether under the Loan Documents or otherwise (collectively, the “Obligations”) (as further defined below), Borrower hereby unconditionally grants, assigns, and pledges to Lender a continuing security interest (the “Security Interest”) in all personal property, tangible or intangible, of Borrower whether now owned or hereafter acquired or arising and wherever located, including Borrower’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: all accounts, all chattel paper, all commercial tort claims, all deposit accounts (including, without limitation, the Borrower’s Account), all documents, all general intangibles (including, without limitation, all payment intangibles, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, software, engineering drawings, service marks, customer lists, goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which Borrower possesses, uses or has authority to possess or use property of others or others possess, use or have authority to possess or use property); all goods (including all equipment, fixtures and inventory), all investment property, securities and all other investment property; supporting obligations; any other contract rights or rights to the payment of money; insurance claims and proceeds; commercial tort claims; all money, all negotiable collateral, all instruments, all books and records, and all supporting obligations and proceeds arising from or relating to any of the foregoing (the “Collateral”).

3.2    [RESERVED].

3.3     Additional Documents . Borrower shall execute from time to time, upon the request of Lender, such financing statements or other documents as are reasonably required by Lender to perfect or continue the Security Interest described herein.

3.4     Lender Appointed Attorney-In-Fact . Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact, with full authority in the place and stead of Borrower and in the name of Borrower following the occurrence of an Event of Default which is continuing, so as to permit Lender to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including but not limited to continuing perfection of Lender’s security interest.

3.5     Consent . Borrower consents to the Lender taking any and all steps that Lender deems reasonably necessary to ensure that Lender has obtained a valid and perfected security interest in the Collateral. Accordingly, Borrower consents to having Lender file any liens, financing statements, or any other documentation, as required by the California Commercial Code or any other laws, rules, or regulations in order to establish Lender’s Security Interest in the Collateral and/or perfect Lender’s Security Interest.

4.    REPRESENTATIONS AND WARRANTIES

In order to induce Lender to enter into this Agreement and to make the Loan, Borrower makes the following representations and warranties to Lender, each of which shall be deemed made as of the effective date of this Agreement and shall be continuing until all Obligations arising or related to this Agreement have been paid and performed in full. Any knowledge acquired by Lender shall not diminish its rights to rely upon such representations and warranties:

4.1     Legal Status . Borrower, if a corporation, limited liability company, partnership, trust, or other legal entity, has been duly organized and is validly existing under the laws of its jurisdiction of organization and is qualified to transact business, and has made all filings and is in good standing, in every jurisdiction in which the nature of its business or assets requires such qualification. Borrower has all requisite power and

authority to own its properties and conduct its business as presently conducted and as proposed to be conducted and to execute and deliver, and to perform its Obligations under, this Agreement.

4.2     No Violation . The making and performance by Borrower of the Loan Documents do not violate any provision of law or any provision of Borrower’s formation documents, including, without limitation, articles of incorporation or organization or any operating, partnership or trust agreement, or result in a breach of, or constitute a default under, any agreement, indenture, or other instrument to which Borrower is a party or by which Borrower may be bound.

4.3     Loan For Specific Purposes Only . The proceeds of the Loan must be used only for the specific business purposes described in the application for the Loan submitted by Borrower to Lender. Borrower understands and agrees NOT to use the Loan proceeds for personal, family, or household purposes. Borrower further understands that there are certain important duties imposed upon entities making loans to consumers for personal, family, or household purposes, and certain important rights conferred upon consumers, pursuant to federal or state law and that all of those laws, rules, and regulations concerning consumer loans do NOT apply to the Loan or this Agreement. Borrower hereby confirms that he/she/it has consulted with his/ her/its own attorney, or has had a fair opportunity to consult with an attorney, concerning this matter and that Borrower’s counsel has explained to Borrower and/or Borrower understands that these rules, regulations, and laws concerning consumer loans do not apply to the Loan or this Agreement. Borrower also understands that Lender will be unable to confirm whether Borrower’s actual use of the proceeds of the Loan conforms to the requirements of this Section. Borrower agrees that a breach by Borrower of the provisions of this Section will not affect Lender’s right to: (i) enforce Borrower’s promise to pay all amounts owed under this Agreement, regardless of Borrower’s actual use of the proceeds of the Loan; or (ii) to use any remedy legally available to Lender, even if that remedy would not have been available had the Loan been made for consumer or personal purposes.

4.4     Authorization . This Agreement has been duly authorized, executed, and delivered by Borrower, and is a legal, valid and binding agreement of Borrower enforceable against Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equity.

4.5     Financial Statements . All financial statements and reports that may have been required and have been presented to Lender in conjunction with the Loan, have been prepared in conformity with generally accepted accounting principles consistently applied (“GAAP”), and fairly and accurately present the financial condition and income of Borrower, as of the date given, and none of the foregoing contains any untrue statement of a material fact nor fails to state a material fact required in order to make such financial statements not misleading. Since the date of the last such financial statement, there has been no adverse material change in the financial condition or operations of Borrower.

4.6     Consent and Licenses . No consent, approval or authorization of, or registration or filing with any governmental body or authority, or any other person, firm or entity not a party hereto, is or will be required as a condition to the valid execution, delivery, performance, or enforceability of the Loan Documents, or the transactions contemplated hereby or thereby, or to the conduct of Borrower’s business, other than any filings required to perfect Lender’s Security Interest.

4.7     Litigation . There is no litigation either pending or, to the best of Borrower’s knowledge, threatened against Borrower before any court or administrative agency, or before any arbitrator, which is reasonably likely to have a Material Adverse Effect. Furthermore, Borrower is not in violation of any law and is not the subject of any investigation by a governmental agency that could result in an indictment, criminal filing, or a forfeiture or seizure of any of its/his/her assets;

4.8     Unencumbered Collateral . Borrower has good and marketable title to all of the Collateral and will have good and marketable title to all properties and assets acquired by Borrower hereafter, except for such assets as have been disposed of in accordance with Section 6.3 hereof. Except for the security interest granted hereunder and the Permitted Encumbrances described in Addendum 1 attached hereto, Borrower shall be the sole and exclusive owner of the Collateral which is and shall remain free from any and all liens,

security interests, encumbrances, claims and interests and, except any security agreement, financing statement, equivalent security or lien instrument entered into or filed in connection with the Permitted Encumbrances described in Addendum 1 attached hereto, no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office.

4.9    [RESERVED].

4.10     Tax Returns . Borrower has filed all tax returns that were required to be filed by it and has paid all taxes and assessments which are payable by it, to the extent that the same have become due and payable and before they became delinquent. Borrower does not know of any proposed material tax assessment against it or any of its/his/her properties for which adequate provision has not been made on its/his/her books.

4.11     Past Legal Proceedings . Borrower has not been: (a) the subject of any criminal conviction (excluding traffic misdemeanors); (b) a debtor or alleged debtor in any bankruptcy proceeding, insolvency proceeding or receivership proceeding; (c) subject to liens imposed by any governmental authority, other than Permitted Encumbrances; or (d) any restraining order, decree, injunction, or judgment in any proceeding or lawsuit, except in each case for such matters as have been fully disclosed to Lender in writing and expressly consented to by Lender in writing.

4.12     Full Disclosure . Neither this Agreement, nor any other Loan Document, nor any other statements certificates or information made or delivered herewith or therewith contains any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements herein or therein not misleading. To Borrower’s knowledge, since December 31, 2016, there are no facts which (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect that have not been set forth in this Agreement or in the other Transaction Documents or any exhibit or schedule or other document delivered in connection herewith or therewith.

4.13     Related-Party Transactions . Except as set forth in Section 6.2, no manager, employee, officer, or director of Borrower is indebted to Borrower except advances made in the ordinary course of business, nor is Borrower indebted (or committed to make loans or extend or guarantee credit) to any of them. Other than any contract between the Borrower and its subsidiaries, no member of the immediate family or Affiliate of any manager, officer or director of Borrower is directly or indirectly interested in any material contract with Borrower.

5.    AFFIRMATIVE COVENANTS

Until all Obligations are paid and performed in full, Borrower shall comply with the following covenants:

5.1     Books And Records . Borrower shall at all times keep accurate and complete books, records, and accounts of all of Borrower’s business activities, prepared in accordance with GAAP. Borrower shall permit the Lender, or any persons designated by the Lender, at any reasonable time and from time to time, and without hindrance or delay, to: (a) visit and inspect Borrower’s properties and place(s) of business; (b) inspect, audit and examine Borrower’s books, records, correspondence, and accounts and to make copies or extracts thereof (and Lender may remove any of such records temporarily for the purpose of having such copies made); and (c) discuss with Borrower’s principal officers and independent accountants, Borrower’s business, assets, liabilities, financial condition, results of operations, and business prospects. At Lender’s request, Borrower shall deliver to Lender: (i) schedules of accounts and general intangibles; and (ii) such other information regarding the Collateral as Lender shall request.

5.2     Notices . Borrower shall promptly notify Lender in writing of the occurrence of: (i) any Event of Default or any act or event which, with the giving of notice or the passage of time, or both, would be such an Event of Default; (ii) any legal action, proceeding or investigation threatened or instituted against Borrower that is reasonably likely to result in a judgment against Borrower in an amount that exceeds $50,000 or (iii) Borrower’s present or future inability to pay or perform the Obligations under this Agreement. If Lender has been notified pursuant to this Section, or has knowledge of same from other sources, then at Lender’s request, Borrower

shall furnish to Lender a summary of the status of all such actions, proceedings or investigation and provide Lender with such additional information concerning the same as Lender may from time to time request.

5.3     Maintain Business . Borrower shall: (i) maintain in full force and effect in all material respects all licenses, permits, insurance, authorizations, bonds, franchises, and other rights necessary or desirable to the profitable conduct of Borrower’s business; (ii) continue in, and limit Borrower’s operations to, the same general lines of business as are presently conducted; (iii) comply with all applicable laws, orders, regulations, and ordinances of all governmental authorities, except to the extent that the failure to do so might have a Material Adverse Effect; (iv) if a corporation, partnership or limited liability company, shall maintain Borrower’s corporate, partnership or limited liability company existence; and (v) take such actions as are necessary to maintain Borrower’s legal existence and good standing in each jurisdiction where the failure to do so might have a Material Adverse Effect.

5.4     Maintain Business Property And Lender’s Collateral . Borrower shall protect and preserve all assets necessary and material to Borrower’s business, including intellectual property, maintain in good working order and condition (subject to ordinary wear and tear) all buildings, equipment and other tangible real and personal property, and from time to time make or cause to be made all renewals, replacements, and additions to such property necessary for the conduct of Borrower’s business. Borrower shall defend the right, title, and interest of Lender in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein. At any time Borrower acquires any assets, tangible or intangible, real or personal, having a fair market value in excess of $25,000, in which a security interest, deed of trust or mortgage is not already granted to or properly perfected by Lender on behalf of Lender, Borrower shall immediately provide notice thereof to Lender and cause to be executed such documents as may be reasonably requested by Lender in order to perfect Lender’s security interest in such Collateral.

5.5    [RESERVED].

5.6    [RESERVED].

5.7    [RESERVED].

5.8     Insurance . Borrower shall keep all of Borrower’s properties, real and personal (including the Collateral), adequately insured at all times with responsible insurance carriers, reasonably acceptable to Lender, against loss or damage by fire and other hazards (so called “All Risk Coverage”). Borrower shall at all times maintain adequate insurance with coverage amounts and with responsible insurance carriers, each acceptable to Lender, against liability on account of damage or claims of damage to persons and properties and under all applicable workers’ compensation laws, and covering such other risks as Lender may reasonably from time to time require. Borrower shall instruct the applicable insurance carrier to have all such insurance policies provide at least thirty (30) days’ notice to Lender prior to cancelation or termination. Lender shall be named as loss payee, additional insured or otherwise, as Lender's interest may appear, as the case may be, under all such policies. Borrower represents that all such insurance coverage is presently in full force and effect and subject to no lapses and defaults. Borrower agrees to deliver copies of all of the foregoing insurance policies to Lender. In the event of any loss or damage to the Collateral, Borrower shall give immediate written notice to Lender and to its insurers of such loss and damage and will promptly file proof of loss with its insurers.

5.9     Payment of Taxes and Other Obligations; Tax Returns . Borrower shall timely file all required tax returns and pay and discharge all taxes, assessments, and governmental charges or levies imposed upon it or on income or profits or upon property belonging to it prior to the date on which penalties attach thereto and pay and perform all lawful claims, obligations, and debts which, if unpaid, might become a lien or charge upon any asset or property of Borrower, or where the failure to pay or perform might have a Material Adverse Effect, provided that Borrower shall not be required to pay or perform any such tax, assessment, charge, levy, claim, obligation, or debt for which Borrower has obtained a bond or insurance, or for which it has established a reserve in accordance with GAAP and the payment or performance of which is being contested in good faith and by appropriate proceedings which are being reasonably and diligently pursued.

5.10     Comply with Laws . Borrower shall perform and promptly comply, and cause all property of Borrower to be maintained, used and operated in accordance, in each case in all material respects, with all: (i) present and future laws, ordinances, rules, regulations, orders, and requirements (including, without limitation, zoning ordinances, building codes, and environmental laws, and the regulations adopted pursuant thereto, and any other similar applicable federal, state, or local laws, rules, regulations, or ordinances) of every duly constituted governmental or quasi-governmental authority or agency applicable to Borrower or any of Borrower’s properties; (ii) similarly applicable orders, rules, and regulations of any regulatory, licensing, accrediting, insurance underwriting or rating organization, or other body exercising similar functions, to the extent usually complied with by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower operates; and (iii) similarly applicable duties or obligations of any kind imposed under any certificate of occupancy or otherwise by law, covenant, conditions, agreement or easement, public or private.

5.11     Further Assurances . Borrower shall make, execute, and deliver all such additional and further acts, things, deeds, and instruments as Lender may reasonably require to document and consummate the transactions contemplated hereby and to vest completely in and ensure Lender its rights under this Agreement.

5.12     Financial Reporting Requirements . Borrower shall deliver to Lender the following, all in form and substance reasonably satisfactory to Lender:

(a)    within thirty (30) days after the end of each calendar month (including the last period in each fiscal year), monthly financial statements of Borrower (including, without limitation, a balance sheet and income statement), certified and dated by an authorized financial officer. The statements shall be prepared on a consolidated basis;

(b)     within five 5 Business Days after the 15th and last day of each calendar month, a detailed aging of Borrower’s accounts receivable by invoice or a summary aging by account debtor, together with payable aging, inventory analysis (if applicable), deferred revenue report (if applicable), and such other matters as Lender may request;

(c)    all annual and quarterly financial statements of Borrower. Quarterly financial statements shall be delivered to Lender no later than forty-five (45) days after the end of each fiscal quarter of Borrower; and annual financial statements shall be delivered to Lender no later than one-hundred eighty (180) days after the fiscal year-end of Borrower;

(d)    all documents and information required to be delivered, and at the same as delivered, Senior Lender pursuant to Sections 4.14(c), (d), (e) and (f) of the Senior Loan Agreement; and

(e)    such other information as Lender may, from time to time, reasonably request.

5.13     Disclosure of Employee Benefits . Borrower shall:

(a)    Promptly, and no later than ten (10) Business Days after Borrower or any of its/his/her subsidiaries know or have reason to know that an event has occurred relating to the Borrower’s plan requirements under the Employee Retirement Income Security Act of 1974 (“ERISA”) that reasonably could be expected to result in a Material Adverse Effect, a written statement of the chief financial officer of such Borrower or subsidiary shall be delivered to Lender describing such ERISA event and any action that is being taking with respect thereto by Borrower or any of its/his/her subsidiaries or Affiliates, and any action taken or threatened by the Internal Revenue Service (“IRS”), the Department of Labor, of the Pension Benefit Guaranty Corporation (“PBGC”). Borrower and its/his/her subsidiaries shall: (i) be deemed to know all facts known by the administrator of any benefit plan of which it is the plan sponsor; (ii) promptly, and no later than three (3) Business Days after the filing thereof with the IRS, deliver to Lender a copy of each funding waiver request filed with respect to any benefit plan and all communications received by Borrower or any of its/his/her subsidiaries or Affiliates; and (iii) promptly, and no later than five (5) Business Days after receipt by Borrower or any of its/his/her subsidiaries of any information that the PBGC has an intention to terminate

any benefit plan or to have a trustee appointed to administer a benefit plan, deliver copies of each such notice to Lender.

(b)    Cause to be delivered to Lender, upon Lender’s reasonable request, each of the following: (i) a copy of each benefit plan and retiree health plan (or, where any such plan is not in writing, a complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all material written interpretations thereof and material written descriptions thereof that have been distributed to employees or former employees of Borrower or any of its/his/her subsidiaries; (ii) the most recent determination letter issued by the IRS with respect to each benefit plan; (iii) for the three most recent plan years, annual reports on Form 5500 Series required to be filed with any governmental agency for each benefit plan; (iv) all actuarial reports prepared for the last three plan years for each benefit plan; (v) a listing of all multiemployer plans, with the aggregate amount of the most recent annual contributions required to be made by Borrower or any of its/his/her subsidiaries or any of their ERISA affiliates to each such plan and copies of the collective bargaining agreements requiring such contributions; (vi) any information that has been provided to Borrower or any of its/his/her subsidiaries or any of their ERISA affiliates regarding withdrawal liability under any multiemployer plan; and (vii) the aggregate amount of the most recent annual payments made to former employees of Borrower or any of its/his/her subsidiaries under any retiree health plan.

(c)    Cause to be delivered to Lender, upon Borrower’s and Lender’s mutual agreement that Lender’s request is reasonable, a copy of each plan not referred to in Section 5.13(b) (or, where any such plan is not in writing, a complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all material written interpretations thereof and material written descriptions thereof that have been distributed to employees or former employees of Borrower or any of its/his/her subsidiaries.

6.    NEGATIVE COVENANTS

Until all Obligations have been paid and performed in full, Borrower covenants and agrees that it will NOT, without Lender’s written consent, which may be denied in its sole discretion:

6.1     Additional Encumbrances . Create or suffer to arise any (i) lien, security interest, other charge or encumbrance upon or with respect to any of the Collateral except for the Security Interest and any Permitted Encumbrances, or (ii) grant or agreement to any negative pledge that would prohibit securing the Obligations created by this Agreement and any replacement or refinancing thereof with any properties or assets of Borrower. Borrower shall notify Lender promptly in the event that any lien or charge on any Collateral shall be created, asserted, filed, or come into existence in violation of this Section 6.1;

6.2     Other Advances . Receive any loans, incur any indebtedness for borrowed money or receive any advances without Lender’s written approval except for the following: (a) indebtedness (other than the Obligations, but including capitalized lease obligations), incurred at the time of, or within twenty (20) days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, including any refinancing of such Purchase Money Debt (“Purchase Money Debt”), all in the aggregate amount at any time not to exceed the “Cap on Purchase Money Debt” specified in the Loan Chart; (b) indebtedness due to Western Alliance Bank (“Senior Lender”), pursuant to the Business Financing Agreement dated as of July 31, 2017 (the "Senior Loan Agreement") between Senior Lender and Borrower and all other documents evidencing, securing or relating to the indebtedness of Borrower to Senior Lender or executed in connection therewith, and all amendments and modifications of any of the foregoing (all such documents, including the Senior Loan Agreement, collectively, the “Senior Loan Documents”); (c) other indebtedness in an aggregate amount not to exceed $25,000 at any time outstanding; provided that such indebtedness is junior in priority (if secured) to the Obligations and provided that the incurrence of such Indebtedness does not otherwise cause an Event of Default hereunder; (d) indebtedness incurred in the refinancing of any indebtedness set forth in (a) through (c) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower and (e) Subordinated Debt held by the parties listed on Schedule 2 attached hereto (the "Subordinated Debt Holders").

6.3     Disposition of Assets . Sell, lease, assign, transfer, or otherwise dispose of (collectively, a “Transfer”), all or any part of its business or property, other than: (a) Transfers of inventory in the ordinary course of business; (b) Transfers of non-exclusive licenses and similar arrangements for the use of the property of Borrower in the ordinary course of business; (c) Transfers of worn-out or obsolete equipment which was not financed by Lender; (d) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof in accordance with the terms of this Agreement; (e) the sale or issuance of equity interests, options or warrants to purchase equity interests of Administrative Borrower (as defined below); and (f) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of Borrower to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights of Borrower in the ordinary course of business so long as, in each case, such intellectual property or intellectual property rights are not material to the Borrower’s business;

6.4     No Guaranties or Contingent Obligations . Guaranty, assume, or otherwise become directly or contingently liable for the debt of any other person or organization;

6.5     Limitations on Extensions of Credit . Make any loan or advance or extend any credit other than extension of trade credit in the ordinary course of business;

6.6     No Changes in Business or Name . (a) Make or permit to be made any material change in the character of Borrower’s business, other than to grow the business; (b) change Borrower’s name from that indicated in the public record of Borrower’s jurisdiction of organization without providing at least thirty (30) days’ prior written notice to Lender; (c) change the location of Borrower’s headquarters, executive offices or places of operations without providing at least thirty (30) days’ prior written notice to Lender; or (d) change Borrower’s structure without the written consent of Lender;

6.7     No Amendments/Modifications to Constituent Documents . Permit the amendment, modification, restatement, or other changes to the organizational documents of Borrower including, if applicable, the articles of incorporation or organization, by-laws, or operating partnership agreement, unless Borrower sends Lender the proposed changes to organizational documents no less than five (5) days prior to the effective date thereto (unless waived by Lender);

6.8     No Prepayments of Debt . Prepay any indebtedness for borrowed money to any person or entity other than Lender or Senior Lender;

6.9     Restricted Payments . (a) Declare or pay or make any form of dividend or distribution other than dividends or distributions to equity holders to meet their tax obligations on income realized by such holders attributable solely to such holders’ investment in Borrower in a timely manner; (b) make any payments of any indebtedness subordinated to the Obligations due Lender or otherwise redeem, repurchase or retire any instrument evidencing such amount, or reduce or terminate any commitment in respect of such indebtedness, in each case except pursuant to the provisions of a subordination agreement acceptable to Lender; or (c) redeem, repurchase, or retire any capital stock or other equity, other than the following ("Tax Redemptions"): redemptions or repurchases of capital stock from equity holders to meet their tax obligations on income realized by such holders attributable solely to such holders’ investment in Borrower in a timely manner; so long as (x) the aggregate amount of Tax Redemptions in any calendar year shall not exceed $75,000; and (y) prior to and after giving effect to any Tax Redemption, no Event of Default has occurred and is continuing;

been able to obtain in a similar transaction between such person and an unrelated third party obtained through arms’ length dealings; provided, however, that Borrower may in any event pay reasonable compensation to any such employee or officer in the ordinary course of Borrower’s business consistent and commensurate with industry custom and practice for the services provided by such person and may enter into any transaction with (i) Subsidiaries of the Borrower and (ii) any other Affiliates so long as all such transactions, either singly or in the aggregate, have a value of no more than $10,000;

6.13     [RESERVED ];

6.14     Limitations on Investments . Purchase, own, invest in, or otherwise acquire, directly or indirectly, any equity securities, any interests in any partnership or joint venture (including the creation or capitalization of any subsidiary), evidence of indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other person or entity, or any other investment or interest whatsoever in any other person or entity, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any person or entity other than: (i) investments previously described in writing to Lender; (ii) the extension of trade credit in the ordinary course of business and consistent with past practices; (iii) deposits with banks or other financial institutions; (iv) Administrative Borrower’s ownership of the outstanding equity interests of GP Communications, LLC, a Delaware limited liability company (“GP Communications”); and (v) Cash Equivalents and Senior Lender’s money market accounts.

6.15     No Mergers; Equity Issuances . (a) Merge, consolidate, or enter into any similar combination with any other entity or liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) issue or sell any of GP Communication’s equity securities;

6.16    [RESERVED]; or

6.17     No Transactions Prohibited by ERISA; Unfunded Liability . Directly or indirectly

(a)    engage in any prohibited transaction which is reasonably likely to result in a civil penalty or excise tax described in sections 406 of ERISA or 4975 of the Internal Revenue Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the Department of Labor;

(b)    permit to exist with respect to any benefit plan any accumulated funding deficiency (as defined in sections 302 of ERISA and 412 of the Internal Revenue Code, whether or not waived;

(c)    fail to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any benefit plan;

(d)    terminate any benefit plan where such event would result in any liability of Borrower, any subsidiary of Borrower, or any of their ERISA affiliates under Title IV of ERISA which was not paid in connection with such termination;

(e)    fail to make any required contribution or payment to any multiemployer plan;

(f)    fail to pay any required installment or any other payment required under section 412 of the Internal Revenue Code on or before the due date for such installment or other payment;

(g)    amend a plan resulting in an increase in current liability for the plan year such that Borrower, any subsidiary of Borrower, or any of their ERISA affiliates is required to provide security to such plan under section 401(a)(29) of the Internal Revenue Code; or

(h)    withdraw from any multiemployer plan where such withdrawal is reasonably likely to result in any liability of such entity under Title IV of ERISA;

any of which, individually or in the aggregate, would reasonably be expected to result in, or have, a Material Adverse Effect.

7.    EVENTS OF DEFAULT

The occurrence of one or more of the following events shall constitute an “Event of Default” under this Agreement. Unless expressly provided for in this Section 7, Lender is under no duty to provide Borrower or any other person with any notice for an event to become an Event of Default:

7.1    Borrower shall fail to make any payment of sums due under this Agreement, including any amounts specified in the Loan Chart, within three (3) days of the applicable due date. A failure to pay includes any nonpayment as a result of Lender’s inability to collect the entire sum due from Borrower’s Account;

7.2    Borrower shall breach any covenant or other obligation under Section 6 or any other Loan Document;

7.3    Borrower shall breach any covenant, condition, or other obligation contained in this Agreement (other than covenants and obligations described in another subsection of this Section 7), which breach is not cured within fifteen (15) calendar days after the earlier of written notice from Lender or the date on which Borrower had actual knowledge of such breach;

7.4    Any financial statement, representation, warranty or certificate made or furnished by or on behalf of Borrower or any guarantor of the Obligations in connection with this Agreement or any other Loan Document shall be materially false or misleading (including by omission) when made or reaffirmed;

7.5    Borrower or any guarantor of the Obligations shall become insolvent, admit its/his/her insolvency, or shall be unable to pay its/his/her debts as they mature;

7.6    Any judgments or arbitration awards are entered against Borrower or any guarantor of the Obligations, or Borrower or any such guarantor enters into any settlement agreement with respect to any litigation or arbitration and the aggregate amount of all such judgments, awards and agreements exceeds $50,000;

7.7    (a) Borrower or any guarantor of the Obligations shall make an assignment for the benefit of its/his/her creditors, file a petition in bankruptcy, be the subject of an involuntary bankruptcy petition or be the subject of a pending application, motion, or petition for the appointment of a receiver if such application, motion, or petition is not dismissed with thirty (30) days of its filing, or if a receiver is appointed; or (b) Borrower or any such guarantor by any act or omission shall indicate its/his/her consent to, approval of, or acquiescence in, any application or proceeding or order for relief or the appointment of a custodian, receiver, or any trustee for any substantial part of any of its/his/her properties;

7.8    Borrower or any guarantor of the Obligations shall have received any order, or there shall have been imposed upon it any limitation, of any kind, restricting its/his/her right to do business and/or its/his/her right to free and unencumbered use and operation of any of the Collateral, by any court, administrative body, or other regulatory or judicial authority purporting to have jurisdiction over the business of Borrower or any guarantor of the Obligations or the ownership and/or operation of such Collateral;

7.9    The occurrence of any uninsured loss, theft, damage, or destruction to any material assets (or to a material portion of all assets) of Borrower or any guarantor of the Obligations;

7.10    Any guarantor of the Obligations shall repudiate, purport to revoke, or fail to perform such guarantor’s obligations under the applicable guaranty or support agreement in favor of Lender;

7.11    Any federal, state, or local governmental body, instrumentality or agency shall condemn, seize or otherwise appropriate, or take custody and control of all or substantially all of the properties of Borrower or any guarantor of the Obligations, or file a lien or levy an assessment in respect of all, or substantially all, of the properties of Borrower or any guarantor of the Obligations;

7.12    If Borrower or any guarantor of the Obligations shall dissolve or liquidate, or be dissolved or liquidated, or cease legally to exist, or merge or consolidate, or be merged or consolidated with or into any corporation or entity;

7.13    [RESERVED];

7.14    Default shall occur with respect to an indebtedness for borrowed money (other than the Obligations) of Borrower or any of its subsidiaries in an outstanding principal amount exceeding $100,000 and such default shall continue for more than the period of grace, if any, therein with respect thereof, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or permit the holder of any such indebtedness to accelerate, the maturity any such indebtedness, or any such indebtedness shall be declared due and payable or be required to be paid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

7.15    Administrative Borrower (as defined below) shall no longer own, of record and beneficially, one hundred percent (100%) of the equity interests in GP Communications; or

7.16    There shall have occurred a Material Adverse Effect.

8.    REMEDIES UPON DEFAULT

At any time after any Event of Default, Lender may, without presentment, demand, protest, or further notice of any kind (all of which are hereby expressly waived, and in addition to any other remedies made available to Lender in any other Loan Document, at law or in equity) take any one or more of the following actions:

8.1    Declare all Obligations, including the entire remaining Total Payback Amount, together with all loan costs and expenses and attorneys’ fees, to be immediately due and payable. Lender shall be entitled to immediately enforce payment of all Obligations by any means permitted by law or in equity;

8.2    Notify customers, account debtors or lessees of Borrower that Lender has a security interest in the accounts, rights to payment, equipment, chattel paper and general intangibles of Borrower and may collect them directly; Lender may settle or adjust disputes and claims directly with account debtors or payment processor companies or insurance companies for amounts and upon terms that Lender considers advisable, and in such cases, Lender will credit the Obligations under this Agreement with only the net amounts received by Lender, after deducting all reasonable expenses incurred or expended in connection therewith;

8.3    Make such payments and do such acts as Lender considers necessary or reasonable to protect its security interest and Collateral. Borrower agrees to assemble the Collateral if Lender so requires, and to make the Collateral available to Lender as Lender may designate at a location which is reasonably convenient to Borrower and Lender. Borrower authorizes Lender to enter the premises where the Collateral is located, take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to the Security Interest (other than the Permitted Encumbrances) and to pay all expenses incurred in connection therewith. With respect to any of Borrower’s owned or leased premises, Borrower hereby grants Lender a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Lender’s rights or remedies;

8.4    Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Lender is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing Lender’s production, sale or general administration of the Collateral and Borrower’s rights under all licenses and franchise agreements shall inure to Lender’s benefit;

8.5    Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower’s premises) as is commercially reasonable in the opinion of Lender. It is not necessary that the Collateral be present at any

such sale. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;

8.6    Lender shall give notice of the disposition of the Collateral as follows:

(a)    Lender shall give Borrower and each holder of a security interest in the Collateral a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made;

(b)    The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in this Agreement, at least ten (10) calendar days before the date fixed for the sale, or at least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value;

8.7    Borrower agrees that Lender may obtain the appointment of a receiver or keeper to take possession of all or any portion of the Collateral or to operate same;

8.8    Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower. Any excess will be returned immediately, subject to the rights of third parties, and/or as provided by law, to Borrower by Lender;

8.9    All payments received by Borrower in respect of the Collateral shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement), and may be held or applied by Lender to the Obligations in such order as Lender may determine;

8.10    File suit for any sums owing or for damages; and

8.11    Exercise any other remedy or right provided in law or in equity or permitted under this Agreement or by the California Uniform Commercial Code.

9.    REMEDIES CUMULATIVE

Any and all remedies conferred upon Lender shall be deemed cumulative with, and non-exclusive of any other remedy conferred hereby or by law and/or equity. Lender in the exercise of any one remedy shall not be precluded from the exercise of any other. Lender may exercise any and all rights and remedies available to it concurrently or independently, in such order, as frequently, and at such time or times as Lender may, in its sole discretion, deem expedient.

10.    MISCELLANEOUS

10.1     Power of Attorney . Borrower hereby irrevocably appoints Lender as its or his true and lawful attorney, as the case may be, with full power of substitution, in Lender’s name or in its or his name or otherwise, for Lender’s sole use and benefit, but at Borrower’s cost and expense, without notice to Borrower or any other person, to exercise at any time and from time to time to:

(a)    demand, sue for, collect, receive, and give acquittance for any and all monies due or to become due upon or by virtue thereof;

(b)    receive, take, endorse, assign, and deliver any and all checks, notes, drafts, documents, negotiable or non-negotiable instruments, or chattel paper in connection therewith;

(c)    settle, compromise, compound, prosecute or defend any action or proceeding, including, without limitation, a foreclosure action, with respect thereto;

(d)    extend or modify terms of payment or make any allowance or other adjustment with respect thereto; or

(e)    notify account debtors of the security interest granted hereby and instruct such account debtors that payment of their respective accounts is to be made directly to Lender and take control of any and all such payments or other proceeds of such accounts.

10.2     Attorneys’ Fees and Costs . Borrower shall pay on demand all of Lender’s reasonable attorneys’ fees and out-of-pocket costs incurred by Lender in: (a) enforcing this Agreement or any other Loan Documents and Lender’s rights in its Collateral; and (b) the collection of any amounts due under this Agreement or any other Loan Documents, whether or not suit is brought. Further, Lender shall be entitled to all attorneys’ fees and costs incurred by Lender in connection with any Bankruptcy proceeding of Borrower, including any and all attorneys’ fees and costs incurred to preserve, protect, monitor, or realize upon the Obligations and any security for such Obligations. The costs incurred by Lender include but are not limited to appraisal fees, filing fees, audit and inspection fees, and all other out-of-pocket costs and expenses incurred by Lender.

10.3     Waivers .

(a)    Borrower hereby waives presentment, demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance herein, and all other demands and notices of any kind or description. With respect to the Obligations and the Collateral, Borrower assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of Collateral, to the addition or release of any person or entity primarily or secondarily liable therefor, to the acceptance of partial payments thereon and the settlement, compromise, or adjustment of any thereof, all in such manner and at such time or times as Lender may deem advisable in its sole and absolute discretion. Lender shall have no duty as to the collection or protection of the Collateral or any income therefrom, as to the preservation of rights against prior parties, or as to the preservation of any rights pertaining to the Collateral beyond the safe custody thereof. Lender may exercise its rights with respect to the Collateral without resorting or regard to any other collateral or sources of payment for liability;

(b)    Neither any failure nor any delay on the part of Lender in exercising any right, power, or privilege hereunder or under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Lender shall not be deemed to have waived any of its rights with respect to the Obligations or Collateral hereunder or under any other written document, unless such waiver is in writing and signed by Lender.

10.4     Monitoring, Recording, and Electronic Communications . In order to ensure a high quality of service for Lender’s customers, Lender may monitor and/or record telephone calls between Borrower and Lender’s employees. Borrower acknowledges that Lender may do so and agrees in advance to any such monitoring or recording of telephone calls. Borrower also agrees that Lender may communicate with Borrower electronically by email.

10.5     No Third-Party Beneficiary . This Agreement is made solely between Borrower and Lender and no other person shall have any right of action hereunder and the parties expressly agree that no person shall be a third-party beneficiary to this Agreement.

10.6     Indemnity . Borrower agrees to indemnify, defend, and hold harmless Lender, its employees, members, directors, managers, officers, or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees, and cost of defense) they may suffer or incur as a result of: (a) any failure by Borrower or any employee, agent or Affiliate of Borrower to comply with the terms of this Agreement, any of the other Loan Documents, or any other legal obligation to Lender; (b) any warranty or representation made by Borrower being false or misleading; (c) any representation or warranty made by Borrower, or any employee or agent of Borrower to any third person; (d) negligence of Borrower or its/his/

her agents or employees; or (e) any alleged or actual violations by Borrower or its/his/her subcontractors, employees or agents of any governmental laws, regulations or rules.

10.7     Assignment . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, heirs, successors, and assigns, provided, however, that neither this Agreement nor any rights or Obligations hereunder shall be assignable by (i) Borrower without first obtaining the express written consent of Lender or (ii) by Lender without first obtaining the express written consent of Borrower; provided that no consent of Borrower shall be required if (x) an assignment is made by Lender to an Affiliate of Lender or by operation or law; or (y) an Event of Default has occurred and is continuing. Any purported assignment made in contravention of the forgoing consent shall be void. Lender may assign any part of or all of the Loan and its rights and Obligations hereunder at any time in its sole and absolute discretion without notifying or disclosing to Borrower the assignment of this Agreement. Lender may sell participations in all or any portion of the Loan to such other party or parties as Lender shall select, all without notice or disclosure to Borrower.

10.8     Maximum Interest . If Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the highest lawful rate that is permissible under the law applicable to this Agreement, then any such excess shall be canceled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loan made hereunder or be refunded to Borrower. In determining whether the interest contracted for, charged, or received by Lender exceeds the highest lawful rate, Lender may, to the extent permitted by applicable law: (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the Loan hereunder.

10.9     Time Is of the Essence . The Parties hereto expressly acknowledge and agree that time is of the essence and that all deadlines and time periods provided for under this Agreement are ABSOLUTE AND FINAL.

10.10     Notices . Any notices required or permitted to be given pursuant to this Agreement shall be in writing and may be given by personal delivery, email, facsimile, first class mail via the United States Postal Service, postage prepaid, or by any overnight courier by sending said notice to Borrower at the address set forth its signature below or to Lender at the following address:

Super G Capital, LLC

23 Corporate Plaza, Suite 100

Newport Beach, CA 92660

If either party desires to change the address or email and fax numbers to which notices are to be sent, it shall do so in writing and deliver the same to the other party in accordance with the notice provisions set forth above. Any notice given by any party under this Agreement shall be effective upon a party’s receipt of the notice or if mailed, upon the earlier of a party’s receipt of the notice and the third (3rd) Business Day after the mailing of the notice.

10.11     Modifications . This Agreement may not be modified, amended, waived, extended, changed, discharged, or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge, or termination is sought.

10.12     Severability . If any term or provision of this Agreement or the application thereof to any circumstance, shall be invalid, illegal, or unenforceable to any extent, such term or provision shall not invalidate or render unenforceable any other term or provision of this Agreement or the application of such term or provision to

any other circumstance then to the extent permitted by law, Borrower and Lender hereto hereby waive any provision of law that renders any term or provision hereof invalid or unenforceable in any respect.

10.13     Definitions . As used herein, (a) an “Affiliate” of a person or entity means any other person or entity which, directly or indirectly, controls or is controlled by or is under common control with that entity; an entity shall be deemed to be “controlled by” any other person or entity if such person or entity possesses, directly or indirectly, power to vote fifty percent (50%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such entity whether by contract or otherwise; (b) “Business Day” means any calendar day other than Saturdays, Sundays and official Federal Holidays; (c) “Loan Documents” means, collectively, this Agreement, the other documents described in Addendum 2, and all other documents evidencing, securing or relating to the Obligations or executed in connection herewith, and all amendments and modifications of any of the foregoing; (d) “Material Adverse Effect” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (i) the condition (financial or otherwise), operations, business, properties or prospects of Borrower or any guarantor of the Obligations, (ii) the rights and remedies of Lender under any Loan Document, or the ability of Borrower or any guarantor of the Obligations to perform any of his/her/its obligations under any Loan Document to which he/she/it is a party, (iii) the legality, validity or enforceability of any Loan Document, or (iv) the existence, perfection or priority of any part of the Lender's Lien or the value of any material Collateral; (e) “Subordinated Debt” means debt incurred by Borrower that is subordinated to the debt owing by Borrower to Lender on terms acceptable to Lender; and (f) “Cash Equivalents” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, and (iii) certificates of deposit maturing no more than one (1) year from the date of investment therein issued by Senior Lender.

11.    GOVERNING LAW, FORUM SELECTION, AND CONSENT TO JURISDICTION

The Loan Documents shall be governed by and construed in accordance with the laws of the State of California without reference to its choice of law provisions. Lender and Borrower agree that: (a) all actions or proceedings arising out of or related to the Loan Documents; (b) any written agreements between or related to Lender and Borrower; and (c) all other disputes, regardless of whether arising out of contract or solely a tort, shall be tried and litigated exclusively in the state and federal courts located in the Orange County, California in a city to be designated by Lender, or in the City of Los Angeles, State of California. This choice of venue is intended to be mandatory and not permissive, thereby precluding the possibility of litigation between the Lender and Borrower in any jurisdiction other than that specified herein. Borrower hereby waives any right it may have to assert the doctrine of forum non conveniens (or any similar doctrine) or to otherwise raise any objection to venue with respect to any proceeding arising out of or related to this Agreement or any other written agreements between Lender and Borrower.

Lender and/or Borrower irrevocably and unconditionally consent to personal jurisdiction in California and venue in in any action in Orange County, California, in a city to be designated by Lender, or in the City of Los Angeles, State of California. Borrower further stipulates that the state and federal courts located in Orange County, California or the City of Los Angeles, State of California shall have in personam jurisdiction and venue over Borrower for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to: (i) this Agreement; and (ii) all other written agreements between the Borrower and Lender, including, without limitation, petitions to compel the judicial reference and to enforce the statement of decision by the referee.

Any action filed by Borrower or Lender shall be filed in the Los Angeles County Superior Court, Central Judicial District or the Federal District Court for the Central District of California located in the City of Los Angeles, or the Federal District Court for the Central District of California located in Orange County, California. The judicial reference proceedings shall be conducted in the City of Los Angeles, California or in Orange County, California, in a city to be designated by Lender.

12.    JUDICIAL REFERENCE

12.1    At the request of either Lender or Borrower, any controversy or claim between or amongst Lender and Borrower, regardless of whether the dispute or controversy arises under or is related to this Agreement, shall be determined by a reference in accordance with California Code of Civil Procedure sections 638, et seq. Judgment upon the award rendered by such referee shall be entered in the court in which such proceeding was commenced in accordance with California Code of Civil Procedure sections 644 and 645.

12.2     Selection or Appointment of Referee . When Lender and Borrower are involved in any dispute or controversy (the “Reference Parties”) they shall jointly select a single neutral referee who shall be a retired state or federal judge. In the event the Reference Parties cannot agree upon a referee, a single neutral referee shall be appointed by the court in accordance with the procedure set forth in Code of Civil Procedure section 640(b).

12.3     Conduct of Reference . The judicial reference shall be conducted pursuant to California law. The referee shall determine all issues relating to the applicability, interpretation, legality, or enforceability of all agreements. The referee shall report a statement of decision to the court. The Reference Parties shall equally bear the fees and expenses of the referee. The prevailing party shall be entitled to recover the fees and expenses that it/he/she paid to the referee and such fees and expenses shall be awarded in the statement of decision.

12.4     Reference Constitutes a Waiver of the Right to a Jury Trial . Borrower and Lender understand and acknowledge that by agreeing to judicial reference, Borrower and Lender each are hereby knowingly, voluntarily, and intentionally waiving any right (whether arising under the Constitution of the United States, the State of California, or of any other state, or under any foreign jurisdiction, under any statutes regarding or rules of civil procedure applicable in any state or federal or foreign legal proceeding, under common law, or otherwise) to demand or have a trial by jury of any claim, demand, action, or cause of action arising under, relating, or appertaining to: (i) this Agreement; (ii) any written agreements between Lender and Borrower; (iii) any disputes or controversies in any way connected with or related or incidental to the discussions, dealings, or actions between Lender and Borrower (whether oral or written); and (iv) any claims now existing or hereafter arising between Lender and Borrower, whether sounding in contract or tort or otherwise.

Each of the Reference Parties hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by the referee without a jury, and that any of the Reference Parties may file an original counterpart or a copy of this Agreement with any court as written evidence of its waiver of right to trial by jury. The Reference Parties acknowledge and agree that they have received full and sufficient consideration for this provision (and each other provision of each other related document to which they are a party) and that this provision is a material inducement for the Lender in accepting this Agreement. By waiving a jury trial, the Reference Parties intend claims and disputes to be resolved by the referee and/or judge acting without a jury in order to avoid the delays, expense, and risk of mistaken interpretations which each Party acknowledges to be greater with jury trials than with nonjury trials.

12.5     Provisional Remedies, Self-Help And Foreclosure . No provision of this Agreement or written agreements between the Lender and Borrower, will limit the right of Lender to: (a) foreclose against any real property collateral by the exercise of a power of sale under a deed of trust, mortgage, or other security agreement or instrument, or applicable law; (b) exercise any rights or remedies as a secured party against any personal property collateral pursuant to the terms of a security agreement or pledge agreement or applicable law; (c) exercise self-help remedies such as setoff; or (d) obtain provisional or ancillary remedies such as injunctive relief, writs of attachment, writs of possession, or the appointment of a receiver from a court having jurisdiction before, during, or after the pendency of any referral. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self-help remedies will not constitute a waiver of the right of any party, including the plaintiff, to submit any dispute to judicial reference.

13.    NO FIDUCIARY RELATIONSHIP

Borrower hereby acknowledges that Lender does not have any fiduciary relationship to Borrower, and the relationship between Lender, on the one hand, and Borrower, on the other hand, is solely that of creditor and debtor and no joint venture exists between Lender and Borrower.

14.    RULES OF CONSTRUCTION

Lender and Borrower have participated in the preparation and/or review of this Agreement, and this Agreement shall be deemed the result of the joint efforts of Lender and Borrower. This Agreement has been accepted and approved as to its final form by Borrower and upon the advice of its counsel, but shall not be deemed accepted and approved by Lender until duly executed in the State of California by its duly authorized officer. Borrower acknowledges that the Loan is being made in the State of California and that all payments of the Obligations are not accepted until received by Lender in the State of California. Borrower further acknowledges that if Borrower elected not to consult with an attorney before signing this Agreement, Borrower had ample to time to hire an attorney and obtain a review this Agreement by counsel before signing this Agreement. Accordingly, any uncertainty or ambiguity existing in this Agreement shall not be interpreted against either Lender or Borrower as a result of the manner of the preparation and presentation of this Agreement. Borrower and Lender agree that any statute or rule of construction providing that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement and are hereby waived.

15.    COUNTERPARTS

This Agreement and the other Loan Documents may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile or scanned email copies reflecting the party’s signature hereto, and any such facsimile copy or scanned email copies shall be sufficient to evidence the signature of such party as if it were an original signature. Any failure by such Borrower or Lender to deliver original counterparts shall not affect the validity or the delivery of this Agreement or any documents in writing between Lender and Borrower.

16.    ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Lender and Borrower with respect to the subject matter hereof, and supersedes all other agreements, oral or written, between Lender and Borrower with respect to the subject matter. Borrower acknowledges and represents that it/he/she has read this Agreement and the other Loan Documents carefully and that there have been no oral or written statements made to it/he/she by Lender or any other party that contradicts, varies, or would change the meaning of any statements, promises, or agreements set forth in this Agreement. Borrower acknowledges that a failure to review this Agreement or any of the other Loan Documents before signing them precludes any claim that any such Loan Documents do not represent the true and accurate agreement of the Lender and Borrower. No claim of waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be made against any party herein, except upon the basis of a written instrument executed by or on behalf of such party, which written instrument must expressly reference this Agreement.

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