WIRELESS TELECOM GROUP INC (Form: 8-K, Received: 02/21/2017 16:11:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

February 16, 2017

Wireless Telecom Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-11916		22-2582295
(Commission File Number)		(IRS Employer Identification No.)

25 Eastmans Road
Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

(973) 386-9696

( Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Acquisition of CommAgility, Ltd.

Share Purchase Agreement

On February 17, 2017, Wireless Telecommunications, Ltd. (the “Acquisition Subsidiary”), a company incorporated in England and Wales which is a wholly owned subsidiary of Wireless Telecom Group, Inc. (the “Company”), completed the acquisition of all of the issued shares in CommAgility, Ltd., (“CommAgility”) a company incorporated in England and Wales (the “Acquisition”) from CommAgility’s founders Edward De Salis Young, Paul Moakes, Simon Pack and Martin Hollinshead (the “Sellers”).

The Acquisition was completed pursuant to the terms of a Share Purchase Agreement, dated February 17, 2017, and entered into by and among the Company, the Acquisition Subsidiary and the Sellers (the “Share Purchase Agreement”). Under the Share Purchase Agreement, the Sellers have given warranties, representations and indemnities in relation to CommAgility and its business which are customary for a transaction of this type. The consideration for CommAgility paid at closing was comprised of £9,000,000 (approximately $11,300,000) in cash and 3,487,529 newly issued shares of the Company’s common stock (the “Consideration Shares”), valued at approximately $6,250,000 based upon a 10 day volume weighted average price for the shares of the Company’s common stock. Additionally, the Sellers are to be paid an additional £1,000,000 in four equal installments payable quarterly starting in June 2017. Further, the Sellers may earn up to an additional £10,000,000 payment if certain financial targets are achieved by CommAgility during calendar years 2017 and 2018. The cash portion of the consideration at closing was funded from a combination of cash on hand and borrowings from the Credit Facility (as defined below).

Pursuant to the Share Purchase Agreement, 2,092,516 of the Consideration Shares are subject to forfeiture and return to the Company if (a) 2017 EBITDA generated by CommAgility is less than £2,400,000; or (b) 2018 EBITDA generated by CommAgility is less than £2,400,000 (in each case as determined by an audit of CommAgility conducted by the accountants of the Acquisition Subsidiary in accordance with the terms of the Share Purchase Agreement).

There are no material relationships between the Company or the Acquisition Subsidiary and any of the Sellers, other than pertaining to the Acquisition.

Registration Rights Agreement

Pursuant to the Share Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers. Under the Registration Rights Agreement, the Company agreed to (a) use its reasonable efforts to register under the Securities Act of 1933, as amended (the “Securities Act”) all registrable securities which the Company has been requested to register by the Sellers on the same terms and conditions as any other shares of capital stock that the Company intends to register as part of an offering and (b) at any time that a “shelf” registration statement registering the Seller’s registrable securities is effective, and the Company determines to engage in an underwritten offering, the Company will permit the Sellers

to include their registrable securities in the offering, in each case, subject to certain terms and conditions.

Lock Up Agreement

Pursuant to the Share Purchase Agreement, the Company entered into a lock up agreement (the “Lock Up Agreement”) with each of the Sellers. Pursuant to the Lock Up Agreement, each Seller agreed to restrict the sale, assignment, transfer, encumbrance or other disposition of the Consideration Shares (the “Lock Up Shares”). For a period commencing on February 17, 2017 (the “Effective Date”) and ending on the date which is 30 calendar months following the Effective Date, each Seller agreed that, without prior written consent by the Company, such Seller shall not sell, assign, transfer, encumber or otherwise dispose of the Lock Up Shares or enter into any swap, option or short sale, among other transactions. On the date that is six months following the Effective Date, and every six months thereafter until the expiration of the Lock Up Agreement, 697,505 Lock Up Shares shall be irrevocably and unconditionally released from the Lock Up Agreement, pro-rata with respect to each Seller and thereby cease to be locked up. Upon the prior written consent of the Company, Seller may transfer Lock Up Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the Seller or a family member; provided that any recipient of the Lock Up Shares sign and deliver to the Company a lock-up letter substantially in the form of the Lock-Up Agreement. The Lock Up Shares cease to be locked up in the event of a Change of Control (as defined in the Lock Up Agreement).

Voting Agreement

Pursuant to the Share Purchase Agreement, the Company entered into a voting agreement (the “Voting Agreement”) with each of the Sellers. Pursuant to the Voting Agreement, each Seller has, subject to certain limitations, agreed, among other things, to appear at each such meeting and vote all of such Seller’s shares (a) in favor or against any proposal presented to the shareholders in the same manner that the Company’s Board of Directors (the “Board”) recommends shareholders vote on such proposal and (b) in favor of any proposal presented to the shareholders with respect to an action of the Company, which the Board has approved, but as to which the Board has not made any recommendation, including, in favor of any proposal to adjourn or postpone any meeting of the Company’s shareholders if such adjournment or postponement is conducted in accordance with the terms of the Voting Agreement. The Voting Agreement terminates upon the termination of the Lock Up Agreement.

The foregoing descriptions of the (a) Share Purchase Agreement, (b) Registration Rights Agreement, (c) Lock Up Agreement and (d) Voting Agreement, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Share Purchase Agreement, Registration Rights Agreement, Lock Up Agreement and Voting Agreement, as the case may be, copies of which are filed as Exhibit 10.1, 10.2. 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Credit Facility

In connection with the Acquisition, on February 16, 2017, the Company and its domestic subsidiaries, as borrowers, and Bank of America, N.A., as lender, entered into a Loan and Security Agreement (the “Credit Facility”), which provides for a term loan in the aggregate principal amount of $760,000 (the “Term Loan”) and an asset based revolving loan (the “Revolver”), which is subject to a Borrowing Base Calculation (as defined in the Credit Facility) of up to a maximum availability of $9,000,000 (“Revolver Commitment Amount”). Principal payments on the Term Loan are $38,000 per quarter with a balloon payment at maturity. The Term Loan and Revolver bear interest at LIBOR (subject to a floor of 0%) plus a margin ranging from 3.25% to 3.75% and 2.75% to 3.25%, respectively, based on the Company’s Fixed Coverage Charge Ratio (as defined in the Credit Facility) of the most recently completed fiscal quarter. Additionally, the Credit Facility includes an unused line fee of .50% and early termination fee of (a) 2% of the Revolver Commitment Amount and Term Loan if termination occurs before the first anniversary of Credit Facility and (b) 1% of the Revolver Commitment Amount and Term Loan if termination occurs after the first anniversary of the Credit Facility but before the second anniversary of the Credit Facility. The Credit Facility termination date is November 16, 2019.

The Credit Facility is secured by liens on substantially all of the Company’s and its domestic subsidiaries’ assets including a pledge of 66 2/3% of the equity interests in the Company’s Foreign Subsidiaries (as defined in the Credit Facility). The Credit Facility contains customary affirmative and negative covenants for a transaction of this type, including, among others, the provision of annual, quarterly and monthly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters, restrictions on incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, entering into affiliate transactions and asset sales. The Credit Facility also provides for a number of customary events of default, including, among others, payment, bankruptcy, representation and warranty, covenant, change in control, judgement and events or conditions that have a Material Adverse Effect (as defined in the Credit Facility).

The foregoing description of the Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Facility, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

The information under Item 1.01 of this Current Report on Form 8-K regarding the acquisition of CommAgility set forth under “Acquisition of CommAgility, Ltd. ^__ Share Purchase Agreement” is incorporated into this Item 2.01 by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant

The information under Item 1.01 of this Current Report on Form 8-K regarding the entry into the Credit Facility set forth under “Credit Facility” is incorporated into this Item 2.03 by reference.

Item 3.02

Unregistered Sales of Equity Securities

A portion of the purchase price for CommAgility was paid to the Sellers through the issuance of 3,487,529 shares of the Company’s common stock, valued at approximately $6,250,000 based upon a 10 day volume weighted average price for the company shares of stock. The Company relied on an exemption from registration under the Securities Act, as set forth in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, based upon (a) each Seller’s representation that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act and that the Consideration Shares received by each Seller were acquired for such Seller’s own account, and not with a view to any distribution thereof, (b) appropriate legends were affixed to the securities, and (c) because the transaction did not involve any public offering.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

The financial statements required by this item are not being filed herewith. The Company will file the required financial statements as an amendment to this Current Report on Form 8-K within the time permitted by Item 9.01(a).

(b)

Pro Forma Financial Information

The pro forma financial information required by this item is not being filed herewith. The Company will file the required pro forma financial information as an amendment to this Current Report on Form 8-K within the time permitted by Item 9.01(b).

Exhibit No.		Description

10.1		Share Purchase Agreement, dated February 17, 2017

10.2		Registration Rights Agreement, dated February 17, 2017

10.3		Lock Up Agreement, dated February 17, 2017

10.4		Voting Agreement, dated February 17, 2017

10.5		Loan and Security Agreement between Wireless Telecom Group, Inc., Boonton Electronic Corporation and Microlab/FXR, as borrowers, and Bank of America, N.A., as Lender, dated February 16, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WIRELESS TELECOM GROUP, INC.

Date: February 21, 2017	By:	/s/ Timothy Whelan
		Timothy Whelan
		Chief Executive Officer and Director

EXHIBIT INDEX

Exhibit No.		Description

10.1		Share Purchase Agreement, dated February 17, 2017

10.2		Registration Rights Agreement, dated February 17, 2017

10.3		Lock Up Agreement, dated February 17, 2017

10.4		Voting Agreement, dated February 17, 2017

10.5		Loan and Security Agreement between Wireless Telecom Group, Inc., Boonton Electronic Corporation and Microlab/FXR, as borrowers, and Bank of America, N.A., as Lender, dated February 16, 2017

Exhibit 10.1

Execution Version

THE SELLERS (AS DEFINED HEREIN)

WIRELESS TELECOMMUNICATIONS GROUP, LTD. (AS BUYER)

WIRELESS TELECOM GROUP, INC.

SHARE PURCHASE AGREEMENT RELATING TO THE SALE AND PURCHASE OF SHARES IN COMMAGILITY LIMITED

Date: FEBRUARY 17, 2017

Execution Version

CONTENTS

1.	Interpretation	1
2.	Sale and purchase and waiver of pre-emption rights	12
3.	Purchase price	12
4.	Completion	15
5.	Employee loyalty bonus	17
6.	Deferred payment	18
7.	Warranties	19
8.	Limitations on claims	20
9.	Tax covenant	24
10.	Indemnities	24
11.	Buyer and WTG Warranties	24
12.	Guarantee and Indemnity	25
13.	Clawback Escrow Agreement Indemnities	26
14.	Restrictions on Sellers	26
15.	Sellers’ Representative	28
16.	Confidentiality and announcements	28
17.	Further assurance	30
18.	Assignment	30
19.	Whole agreement	31
20.	Variation and waiver	31
21.	Costs	31
22.	Notice	31
23.	Severance	33
24.	Agreement survives completion	33
25.	Third party rights	33
26.	Successors	33

Execution Version

27.	Counterparts	33
28.	Inadequacy of Damages	33
29.	Broker’s Fees	34
30.	set-off rights	34
31.	Governing law and jurisdiction	34
Schedule 1.	Particulars of Sellers	24
Schedule 2.	Particulars of the Company	27
Schedule 3.	Completion	29
Schedule 4.	Warranties	32
Schedule 5.	Tax covenant	68
Schedule 6.	Intellectual Property Rights	83
Schedule 7.	Information technology	89
Schedule 8.	Particulars of Properties	92
Schedule 9.	Earn-out Payments	94
Schedule 10.	Completion Working Capital and Completion Net Debt	108

Execution Version

THIS AGREEMENT is made as a deed on 2017

Parties

(1)

The several persons whose names are set out in Schedule 1 and whose addresses (for the purposes of this Agreement) shall be the addresses set out for each of them in the Disclosure Letter (the “ Sellers ” ).

(2)

Wireless Telecommunications Group, Ltd. a private company limited by shares incorporated in England and Wales with company registration number 10614152 whose registered office is at C/O Bryan Cave, 88 Wood Street, London EC2V 7AJ (the “ Buyer ” ).

(3)

Wireless Telecom Group Inc. of 25 Eastmans Road, Parsippany, New Jersey 07054 (“ WTG ”).

Background

(A)

The Company (as defined below) is a private company limited by shares incorporated in England and Wales. Further particulars of the Company at the date of this Agreement are set out in Schedule 2.

(B)

The Company has an issued share capital of £12 divided into 12 ordinary shares (of various classes) of £1 each.

(C)

The Sellers are the legal and beneficial owners of, or are otherwise able to procure the transfer of, the legal and beneficial title to the number of Sale Shares (as defined below) set out opposite their respective names in Schedule 1.

(D)

The Sellers have agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this Agreement.

(E)

WTG is a party to this Agreement for the purposes, inter alia, of entering into the guarantee and indemnity set out in clause 12 and of agreeing to the obligation to issue the Consideration Shares (subject always to the warranties and confirmations to be given by the Sellers in relation thereto and the execution of a Lock Up Agreement and Clawback Escrow Agreement (as defined below) by each of the Sellers).

Agreed terms

Interpretation

1.1

The definitions and rules of interpretation in this clause apply in this Agreement.

Accounts: the financial statements of the Company as at and for the 12 month period to the Accounts Date, comprising the accounts of the Company including the balance sheet, profit and loss account together with the notes on them, the cash flow statement and the directors’ reports (a copy of which is attached to the Disclosure Letter).

Accounts Date: 30 September 2016.

Execution Version

Adjustment Date: the fifth Business Day following the date on which the Completion Accounts and the Completion Accounts Statement are agreed or determined in accordance with Schedule 10.

Aeroflex Agreement: the board manufacture and supply agreement between the Company and Aeroflex Limited dated 24 June 2013.

Bonus Tax Saving: the amount of any Tax saved by or repaid to any member of the Company’s Group in consequence of a Relief arising to any member of the Company’s Group by reason of the payment by the Company of the Employee Loyalty Bonus or any part thereof to any employee of the Company’s Group (less any sum payable by the Buyer in respect of stamp duty by virtue of the Purchase Price being increased in connection with the Bonus Tax Saving).

Business: the sale and licensing of advanced embedded signal processing products and LTE software carried on by the Company and its Group.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the City of London and New York are open for business.

Buyer’s Solicitors: Bryan Cave, 88 Wood Street, London EC2V 7AJ.

CAA 2001: the Capital Allowances Act 2001.

Cash : the aggregate amount of (i) cash in hand, (ii) cash standing to the credit of any account with a bank or financial institution derived from bank statements, and (iii) cash equivalents, in each case to which the Company and/or the US Subsidiary are beneficially entitled at the Completion Date and for the purposes of the Completion Statement, as shown in the Completion Accounts but excluding (a) Debt Cash, (b) Working Capital Cash (c) the amounts of any cheques, drafts and wires issued by or commenced by the Company or its Subsidiaries but not yet cleared or withdrawn from the applicable account (only to the extent, if such cheques, drafts and wires, as applicable, are issued or commenced to pay a Completion Working Capital, or Indebtedness liability, that such liability is no longer reflected as Completion Working Capital or Indebtedness), and (d) any cash equivalents not convertible to cash within 30 days.

Claim: has the meaning set out in clause 8.

Clawback Consideration Shares: the percentage of Consideration Shares of each of the Sellers as set out in column 8 opposite their respective names in Schedule 1 which shall be subject to the forfeiture and return to WTG in accordance with clause 3.2(b).

Clawback Escrow Agreement: the agreement in the agreed form to be entered into on Completion between the Seller Representative, WTG and the Escrow Agent appointed as such pursuant to that agreement relating to the forfeiture and return of the Clawback Consideration Shares in the circumstances set out in clause 3.2(b) and in, and on the terms of, that agreement .

Consideration Shares: the WTG Shares each to be allotted and issued to the Sellers in accordance with clause 3.1(b) in consideration for the sale of the Sale Shares.

Company: Commagility Limited a private limited company incorporated in England and Wales with registration number 05914025 and whose registered office is located at

Execution Version

Charnwood Building, Holywell Park, Ashby Road, Loughborough, Leicestershire LE11 3AQ further details of which are set out in Part 1, Schedule 2.

Completion: completion of the sale and purchase of the Sale Shares in accordance with this Agreement.

Completion Cash: means Cash plus Debt Cash plus Working Capital Cash.

Completion Accounts : the consolidated statement of the financial position of the Company and the US Subsidiary as at the Completion Accounts Date set out in Part 2 of Schedule 10.

Completion Accounts Date means 31 December 2016.

Completion Accounts Price Increase : has the meaning set out in paragraph 4.2(a) of Schedule 10.

Completion Cash Statement: means a statement to be delivered by the Sellers to the Buyer at Completion confirming estimated figures for (i) Completion Working Capital (ii) Cash (iii) Debt Cash (iv) Working Capital Cash (v) Indebtedness and (vi) the Completion Net Debt or the Completion Net Cash.

Completion Date: means the date of this Agreement.

Completion Net Debt : if Indebtedness is greater than Completion Cash at 31 December 2016, the Indebtedness less the Completion Cash as determined pursuant to Schedule 10.

Completion Net Cash: if Completion Cash is greater than Indebtedness at 31 December 2016, the Completion Cash less the Indebtedness as determined pursuant to Schedule 10.

Completion Payment: the sum of GBP £9,000,000 (nine million pounds).

Completion Statement : the written statement derived from the Completion Accounts setting out the Cash, the Indebtedness and the Completion Working Capital as at the close of business on 31 December 2016 set out in Part 2 of Schedule 10.

Completion Working Capital : as determined pursuant to Schedule 10, the working capital of the Company and the US Subsidiary (being (i) current assets (excluding Cash but including, for the avoidance of doubt, any cash equivalents not convertible to cash within 30 days), stock and accounts receivable net of reasonable reserves (based on past practices of the Company and the US Subsidiary), deposits and prepayments, but excluding current and other receivables owing from any Related Party of the Company or the US Subsidiary or any Seller to the Company or the US Subsidiary) minus (ii) current liabilities (including without duplication trade payables, commissions, inclusive contracts and other current payables, accruals, deferred income, VAT, PAYE and NIC balances) (excluding all Indebtedness), in each case as at the close of business on 31 December 2016 and as shown in the Completion Statement.

Connected: in relation to a person, has the meaning given in section 1122 of the Corporation Tax Act 2010.

Execution Version

Control: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

(a)

by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or

(b)

by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate,

and a Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it.

Counsel: a barrister, chosen by the Buyer, of not less than 10 years standing having experience in disputes in relation to share purchase agreements (and who, save for the fact that he/she will be instructed and paid for by the Buyer, is independent of the parties).

CTA 2009: Corporation Tax Act 2009.

CTA 2010: Corporation Tax Act 2010.

Data Room: means the virtual data room containing documents and information relating to the Company and its Group made available by or on behalf of the Sellers to the Buyer, the contents of which are listed in the appendix to the Disclosure Letter.

Debt Cash: means an amount of cash equal to the Disclosed Debts to be retained by the Company at Completion.

Deferred Payment: the sum of GBP £1,000,000 (one million pounds).

Deferred Payment Dates: means 30 June 2017, 30 September 2017, 31 December 2017, and 31 March 2018.

Director: each person who is a director of the Company, the names of whom are set out in Schedule 2.

Disclosed: fairly and accurately disclosed (with sufficient details to identify the nature, scope and associated risk of the matter disclosed), in or under the Disclosure Letter.

Disclosed Debts: means the aggregate value as at 31 December 2016 of the MimoOn Deferred Consideration and any unpaid corporation tax of the Company and the Subsidiaries for the period up to and including 31 December 2016, being the sum of £237,325 in aggregate.

Disclosure Letter: the letter from the Sellers to the Buyer with the same date as this Agreement and described as the disclosure letter, including the bundle of documents attached to it (the “ Disclosure Bundle ” ).

Due Amount: the amount (if any) due for payment by the Sellers to the Buyer in respect of a Resolved Claim.

Earn-out Payments : has the meaning given in Schedule 9.

Execution Version

Employee Loyalty Bonus : the gross sum of £1,000,000, (which includes an amount to be paid in respect of employers NICs, which will reduce the amount payable to the recipients of the bonus) comprised of the Initial Employee Loyalty Bonus and the Future Employee Loyalty Bonus from which all income tax, employees’ NICs and other relevant payroll taxes shall be deducted by the relevant member of the Company’s Group.

Employee Loyalty Bonus Letters: the letters in the form to be agreed between the Buyer and the Seller’s Representative from the Company to the persons to whom the Employee Loyalty Bonus will be paid.

Employee Loyalty Bonus Allocation Schedule means the schedule in the agreed form setting out the proposed allocation of the Employee Loyalty Bonus.

Encumbrance: any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, trust, security interest, title retention or any other security agreement or arrangement.

Escrow Agent: Wilmington Trust National Association.

Estimated Liability: in relation to an Outstanding Claim, an amount agreed by the Buyer and the Seller’s Representative in writing to be a reasonable and bona fide estimate of the amount of the Seller’s liability to the Buyer if the Outstanding Claim were to be resolved in the Buyer’s favour, or, in the absence of such agreement, the amount specified to be a reasonable and bona fide estimate of the amount of the Sellers’ liability to the Buyer in respect of such Outstanding Claim in a written opinion of Counsel to be addressed to the Buyer and the Sellers’ Representative (provided that Counsel is prepared to address his opinion to both the Buyer and the Sellers’ Representative) in which Counsel opines that the Outstanding Claim has a greater than 50% chance of succeeding.

Event: has the meaning given in Schedule 5.

Expert : an independent firm of chartered accountants of international repute appointed to resolve any dispute between the parties in connection with this Agreement as specified herein.

Extraordinary Payments: means any payments made by the Company in the period after the Completion Accounts date up to and including the Completion Date which were not in the ordinary course of the Company’s business, including payments relating to any or fees and expenses relating to the Transaction (including the PKF Fee to the extent that it is not a Permitted Payment) less any VAT charged in respect of such payments which is capable of recovery by the Company, but excluding any payments which are specified on the Payments Schedule and in respect of which the description of the payment given on the Payments Schedule is accurate and such payment was made in the ordinary course of business.

Final Deferred Payment Date: means 31 March 2018.

FSMA: the Financial Services and Markets Act 2000.

Fundamental Warrant(y)(ies): Warranties in paragraphs 1 and 2 of Part 1 of Schedule 4.

Execution Version

Future Employee Loyalty Bonus: the gross sum of £666,667 in cash (which includes an amount to be paid in respect of employers NICs, which will reduce the amount payable to the recipients of the bonus) to be paid as a discretionary loyalty bonus to employees of the Company in accordance with clause 5.3 from which all income tax, employees’ NICs and other relevant payroll Taxes shall be deducted by the relevant member of the Company’s Group.

German Branch: means the German business located at Duisburg, Germany and which is operated by the Company, consisting inter alia of assets, contracts and employees which have been acquired by the Company from the insolvency administrator Dr. Andreas Röpke as insolvency administrator over the assets of MimoOn GmbH with asset purchase agreement dated 27 February 2015, with effect as of 1 March 2015.

Governmental Authority: means any supranational, national, foreign, federal, state, provincial or local governmental or regulatory commission, board, bureau, agency, court, arbitral tribunal or regulatory or administrative body.

Grant Agreements: (i) Grant Agreement between the European Union (represented by the European Commission) and (1) Tecknologian Tutkimuskeskus VTT OY, (2) Eurecom, (3) Create-Net, (4) Aalto-Korkeakoulusaatio, (5) SICS Swedish ICT AB, (6) European Center for Information, (7) Thales Communication & Security SAS, (8) the Company, (9) Universitaet Duisburg-Essen, (10) Hellenic Telecommuncations Organization S.A., (11) Goldhamer Mariana, (12) Politechnika Poznanska, (13) Inea Spolka Akcyjna and (14) Fairspectrum OY (the “ EU Grant ”); and (ii) Granting decision dated 27 June 2016 relating to grant of the federal state North Rhine-Westphalia in use of funds of the European Regional Development Fund (“ EFRE ”) 2014-2020 “Investment in Growth and Employment” (the “ German Grant ”).

Group: in relation to a company, that company, its subsidiaries, any company of which it is a subsidiary (its holding company) and any other subsidiaries of any such holding company; and each company in a group is a member of the group.

Unless the context otherwise requires, the application of the definition of Group to any company at any time will apply to the company as it is at that time.

Guaranteed Obligations: all present and future payment obligations and financial liabilities of the Buyer to the Sellers from time to time due, owing or incurred by the Buyer under this Agreement (subject always to any right of set-off which the Buyer may have pursuant to the terms hereof).

holding company and subsidiary: a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to

Execution Version

appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

IHTA 1984: the Inheritance Tax Act 1984.

Indebtedness : means in relation to the Company and the Subsidiaries, the aggregate amount of their respective borrowings and other financial indebtedness in the nature of borrowing, including (without double counting): (a) borrowings from any bank, financial institution or other entity; (b) indebtedness arising under any bond, note, loan stock, debenture, commercial paper or similar instrument; (c) obligations under any conditional sale, title retention, forward sale or purchase or any similar agreement or arrangement creating obligations with respect to the deferred purchase price of property (other than customary trade credit given in the ordinary course of trading); (d) indebtedness under any hire purchase agreement or finance lease (whether for land, machinery, equipment or otherwise) which is a liability under accounting standards; (e) any indebtedness for monies borrowed or raised under any other transaction that has the commercial effect of borrowing; (f) any off balance sheet guarantees; (g) any preference shares or element of preference shares shown as liabilities as required by applicable accounting standards; (h) the Disclosed Debts; and (i) the Employee Loyalty Bonus, and all unpaid accrued interest on any borrowings or indebtedness referred to in the paragraphs above, but excluding current and other receivables owing to any Related Party of the Company or the US Subsidiary or any Seller from the Company or the US Subsidiary, in each case as at 31 December 2016 and for the purposes of the Completion Statement, as shown in the Completion Accounts.

Indemnity Claim: a claim for breach of any of the indemnities referred to in clause 10 and set out in Part C of the Disclosure Letter .

Initial Employee Loyalty Bonus: the gross sum of £333,333 in cash (which includes an amount to be paid in respect of employers NICs, which will reduce the amount payable to the recipients of the bonus) to be paid as a discretionary Loyalty bonus to employees of the Company within one month of Completion pursuant to the Employee Loyalty Bonus Letters and from which all income tax, employees NICs and other relevant payroll Taxes shall be deducted by the relevant member of the Company’s Group.

Intellectual Property Rights: has the meaning given in paragraph 20.1 of Schedule 4.

Interest Rate: 4% per annum.

ITA 2007: Income Tax Act 2007.

ITEPA 2003: Income Tax (Earnings and Pensions) Act 2003.

Law: means any national, international (including that of the European Union), federal, state, local, municipal, foreign or other order, constitution, law, statute, sub-ordinate legislation, ordinance, directive, rule, regulation, statute, treaty, principle of common law, code, judgements, decisions and injunctions of any court or tribunal, or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

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Leakage: means the value attributable to the occurrence of any of the following after the Completion Accounts Date and on or before the Completion Date but excluding, for the avoidance of doubt, any Permitted Payments:

(a) any transfers of value (including, without limitation, dividends, distributions, returns of capital and any acquisition or disposal of assets) made to any of the Sellers or any person Connected with any of them by the Company or the US Subsidiary; and/or

(b) any debt or other amount owing to the Company or the US Subsidiary by any of the Sellers or any person Connected with them which has been waived, forgiven or otherwise released (in whole or in part); and/or

(c) any indemnity or waiver granted by the Company or the US Subsidiary in favour of any of the Sellers or any person Connected with them; and /or

(d) any costs or expenses of the Sellers or any person Connected with them incurred by the Company in connection with the Transaction, including any fees or expenses of any professional or other advisers.

Lock Up Agreement: means an agreement in the agreed form to be entered into by each of the Sellers with WTG at Completion confirming certain restrictions which will apply in relation to the Consideration Shares for an agreed period.

Losses: all and any claims, losses, damages, liabilities, fines, fees, penalties and reasonable and properly incurred expenses or costs.

Management Accounts: the unaudited consolidated balance sheet and the unaudited consolidated profit and loss account of the Company (including any notes thereon) for the period of 3 months ended 31 December 2016 (a copy of which is attached to the Disclosure Letter).

MimoOn APA: the asset purchase agreement dated 27 February 2015 relating to the business operations of MimoOn GmbH, Duisburg by and between Dr. Andreas Röpke, insolvency administrator over the assets of MimoOn GmbH and the Company, effective as of 1 March 2015.

MimoOn Deferred Consideration: the total outstanding liabilities of the Company under the MimoOn APA, amounting to €383,000, payable on 1 January 2018.

Net Working Capital PEG : £2,370,000.

Outstanding Claim: a Relevant Claim that has been notified by the Buyer to the Seller in accordance with this agreement but which is not yet a Resolved Claim.

Payments Schedule: means the schedule in the agreed form setting out the payments made by the Company in the period after the Completion Accounts Date up to and including the Completion Date.

Permitted Payments: means:

(a)

any and all salary and other emoluments and entitlements which have been Disclosed and which are properly payable to or for the benefit of the Sellers as employees, directors or officers of the Company in the

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ordinary course and due or accrued up to the Completion Date under any service or other agreement or by virtue of their employment or directorship;

(b)

any and all expenses properly payable to the Seller as employees, directors, consultants or officers of the Company and/or the US Subsidiary in the ordinary course and in a manner which is consistent with past practice properly due or accrued up to the Completion Date; and

(c)

50 per cent. of the PKF Fee (for the avoidance of doubt the other 50% will constitute an Extraordinary Payment).

PKF Fee : means the full amount of the fees charged to the Company by PKF (up to a maximum of £40,000 (inclusive of VAT)) relating to: the US GAAP footnote and inventory observations post 30 September 2016; the opening balance sheet of the Company at the Completion Date; the FY15 opening balance sheet opinion prepared at the request of the Buyer; the stub period between 31 December 2016 and the Completion Date.

Previously-owned Land and Buildings: has the meaning given in paragraph 24 of Schedule 4.

Properties: has the meaning given in paragraph 24 of Schedule 4.

Purchase Price: the purchase price for the Sale Shares to be paid by the Buyer to the Sellers in accordance with clause 3.1.

Reconciliation Statement: a statement showing the Cash at Completion and reconciliation from the Cash position shown in the Completion Statement.

Registration Rights Agreement : means an agreement in the agreed form to be entered into by each of the Sellers with WTG at Completion setting out certain rights in connection with the registration of the Consideration Shares.

Related Party : means in relation to any Seller or the Company or the US Subsidiary any Connected person of that Seller or the Company or the US Subsidiary (as the case may be).

Relevant Claim : a Claim, an Indemnity Claim, a claim under the Tax Covenant or any other claim under this Agreement.

Relief: includes any loss, relief, allowance, credit, exemption or set off for Tax or any deduction in computing income, profits or gains for the purposes of Tax and any right to a repayment of Tax or to a payment in respect of Tax.

Resolved Claim: a Relevant Claim that has been:

(a)

agreed in writing between the Buyer and the Seller as to both liability and quantum;

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(b)

finally determined by a court of competent jurisdiction from which there is no right of appeal, or from whose judgment the relevant party is debarred (by passage of time or otherwise) from making an appeal; or

(c)

unconditionally withdrawn by the Buyer in writing.

Sale Shares: the 12 ordinary shares of £1 each (of various different classes) in the Company owned by the Sellers, all of which have been issued and fully paid, further details of which are set out in Schedule 1.

Sellers’ Representative: is Edward de Salis Young or, in the event of the death or incapacity of Edward Young, Paul Moakes .

Sellers’ Solicitors: means Rosenblatt Solicitors, of 9-13 St. Andrew Street, London EC4A 3AF.

Subsidiaries : the companies, further details of which are set out in Part 2 of Schedule 2, each a Subsidiary .

Tax or Taxation: has the meaning given in Schedule 5.

Tax Covenant: the tax covenant as set out in Schedule 5.

Tax Claim: has the meaning given in Schedule 5 .

Tax Warranties: the Warranties in Part 2 of Schedule 4.

Taxation Authority: has the meaning given in Schedule 5.

Taxation Statute: has the meaning given in Schedule 5.

TCGA 1992: the Taxation of Chargeable Gains Act 1992.

TIOPA 2010: Taxation (International and Other Provisions) Act 2010.

Transaction: the transaction contemplated by this Agreement or any part of that transaction.

UK GAAP: generally accepted accounting principles, standards and practices applied in the United Kingdom and the applicable accounting requirements of the Companies Act 2006.

UK Property: the property known as Part Area GB, Charnwood Building, Holywell Park, Ashby Road, Loughborough, Leicestershire LE11 3AQ occupied by the Company.

US Lease: means a lease dated 19 October 2016 between Rialto Melbourne Investor, LLC (the “ Landlord ”) and the US Subsidiary (the “ Tenant ”) in respect of premises known as Office No. 718, 100 Rialto Place, Melbourne, FL 32901.

US Subsidiary: means Commagility, Inc., a Delaware corporation whose principal office address is at Office N0 718, 100 Rialto Place, Melbourne, FL 32901, USA..

VAT: has the meaning given in Schedule 5 .

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VATA 1994: the Value Added Tax Act 1994.

Voting Agreement : means an agreement in the agreed form to be entered into by each of the Sellers with WTG at Completion confirming certain restrictions on the exercise of voting rights which will apply in relation to the Consideration Shares.

Warranties: the warranties and representations in clause 7 and Schedule 4.

Working Capital Cash: means the sum of GBP£750,000 (seven hundred and fifty thousand pounds), comprised of the Working Capital Deferred Payment and the Future Employee Loyalty Bonus, which will be retained by the Company at Completion and subsequently applied in accordance with clause 4.4(d).

Working Capital Deferred Payment: means a sum of GBP£83,000 (eighty three thousand pounds).

Working Capital Deferred Payment Date: means the date which is 90 days following the Completion Date.

WTG Shares: shares of WTG being the common stock of WTG with a par value of $0.01 each.

1.2

Clause and schedule headings do not affect the interpretation of this Agreement.

1.3

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

1.4

Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.5

Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.6

Subject to clause 18, a reference to any party shall include that party’s personal representatives, successors and permitted assigns.

1.7

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.8

A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it, provided that no such amendment or re-enactment shall create or increase any liability of the Sellers pursuant to this Agreement.

1.9

Writing or written excludes faxes and e-mail.

1.10

Documents in agreed form are documents in the form agreed by the parties or on their behalf.

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1.11

References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule.

1.12

The Schedules form part of this Agreement and have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.13

Unless otherwise expressly provided, the obligations and liabilities of the Sellers under this Agreement are joint and several.

1.14

Reference to this Agreement include this Agreement as amended or varied in accordance with its terms.

1.15

Any words following the terms including , include , in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Sale and purchase and waiver of pre-emption rights

2.1

On the terms of this Agreement, the Sellers shall sell and the Buyer shall buy, with effect from Completion, the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights that attach (or may in the future attach) to them including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this Agreement.

2.2

Each of the Sellers severally waives any right of pre-emption or other restriction on transfer in respect of the Sale Shares or any of them conferred on him under the articles of association of the Company or otherwise and shall procure the irrevocable waiver of any such right or restriction conferred on any other person who is not a party to this Agreement.

2.3

The Buyer is not obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

Purchase price

3.1

The Purchase Price shall be satisfied as follows:

(a)

on Completion the Buyer shall pay the Completion Payment to the Sellers in the amounts set out opposite the Sellers’ names in column 5 of Schedule 1 in accordance with the provisions of clause 4.4(a) below;

(b)

on Completion, subject to the provisions of clause 3.2, WTG shall allot and issue to each of the Sellers, free from all Encumbrances and credited as fully paid, the number of Consideration Shares having an aggregate value (as determined in accordance with clause 3.2(a)) of GBP £5,000,000 (five million pounds) in the proportions set out opposite the Sellers’ names in column 7 of Schedule 1.

(c)

the Deferred Payment, which shall be paid by the Buyer to the Sellers in the amounts and proportions set out opposite the Sellers’ names in column 6 of Schedule 1 in accordance with the provisions of clause 4.4(b) below;

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(d)

the Bonus Tax Saving, which shall be paid by the Buyer to the Sellers (if applicable) in accordance with clause 5.6 below;

(e)

any Completion Accounts Price Increase payable in accordance with Schedule 10 of this Agreement, which shall be paid by the Buyer to the Sellers in the amounts and proportions set out opposite the Sellers’ names in column 10 of Schedule 1 in accordance with the provisions of clause 4.4(c) below;

(f)

the Working Capital Deferred Payment, which shall be paid by the Buyer to the Sellers in the amounts and proportions set out opposite the Sellers’ names in column 9 of Schedule 1 in accordance with the provisions of clause 4.4(d) below; and

(g)

through the payment of the Earn-out Payments (if applicable) by the Buyer to the Sellers in the proportions set out opposite the Sellers’ name in column 11 of Schedule 1 and in accordance with Schedule 9.

3.2

Consideration Shares

(a)

For the purposes of clause 3.1(b) the value of each Consideration Share shall be US$1.7921 (GBP£1.4337) .

(b)

In the event that:

(i)

2017 EBITDA (as defined in, and as may be adjusted in accordance with, Schedule 9) is less than £2,400,000 as determined by an audit of the Company conducted by the accountants of the Buyer; or

(ii)

2018 EBITDA (as defined in, and as may be adjusted in accordance with, Schedule 9) is less than £2,400,000 as determined by an audit of the Company conducted by the accountants of the Buyer,

the Buyer shall send a written notice to the Sellers, upon receipt of which the Sellers shall forfeit and return to WTG the Clawback Consideration Shares in accordance with the Clawback Escrow Agreement.

(c)

In connection with the issue of the Consideration Shares each Seller hereby severally warrants to WTG that each of the following statements are true and correct on the date hereof:

(i)

he is aware that the Consideration Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that the Consideration Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). He also understands that the Consideration Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon each Seller’s warranties contained in this clause 3.2;

(ii)

he is obtaining the Consideration Shares for his own account and has no present intention of distributing or selling the Consideration Shares

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except as permitted under the Securities Act, applicable state securities Laws and the Lock Up Agreement;

(iii)

he has sufficient knowledge and experience in business and financial matters to evaluate WTG, its proposed activities and the risks and merits of this investment. He has the ability to accept the high risk and lack of liquidity inherent in this type of investment;

(iv)

he had an opportunity to discuss the WTG’s business, management and financial affairs with directors, officers and management of WTG. He has also had the opportunity to ask questions of and receive answers from WTG and its management regarding the terms and conditions of this investment. He understands the significant risks of this investment;

(v)

each Seller has the capacity to protect its own interests in connection with the issuance of the Shares by virtue of its business or financial expertise;

(vi)

he understands that the Consideration Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. He has been advised or is aware of the provisions of Rule 144, as in effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about WTG, the resale occurring following the required holding period under Rule 144, and the number of shares being sold during any three month period not exceeding specified limitations;

(vii)

hereby confirms that he has satisfied himself as to the full observance of the Laws of his jurisdiction of residence in connection with the receipt of the Consideration Shares including (i) the legal requirements within his jurisdiction for the receipt of the Consideration Shares (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any government or other consents that may need to be obtained in connection with such acquisition, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Consideration Shares.

(viii)

he is a certified high net worth individual within the meaning of article 48 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended);

(ix)

he resides at the address set forth next to his name in Schedule 1 hereto; and

(x)

following execution of this Agreement, he has an individual net worth, or a joint net worth with his spouse, in excess of $1,000,000; excluding the value of his primary residence and any indebtedness secured by such residence (except to the extent that the indebtedness exceeds the estimated fair market value of the residence, in which case such excess shall be included in the determination of his net worth); or has had an individual income in excess of $200,000 in each of the two most recent

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years; or a joint income with his spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

3.3

The Purchase Price shall be adjusted in accordance with paragraph 4 of Schedule 10.

3.4

The Purchase Price shall be deemed to be reduced by:

(a)

the amount of any payment made to the Buyer, or reduction in amounts payable by the Buyer to the Sellers pursuant to:

(i)

a breach of any Warranty;

(ii)

under clause 10 (Indemnities); and/or

(iii)

under the Tax Covenant;

(iv)

Schedule 10;

(b)

the value of the Clawback Consideration Shares which are subject to forfeiture and return in accordance with this Agreement and the Clawback Escrow Agreement.

Completion

4.1

Completion shall take place on the Completion Date:

(a)

at the offices of the Buyer’s Solicitors; or

(b)

at any other place or time as agreed in writing by the Sellers and the Buyer.

4.2

At Completion the Sellers shall:

(a)

deliver or cause to be delivered the documents and evidence set out in Part 1 of Schedule 3;

(b)

procure that board meetings of the Company are held at which the matters identified in Part 2 of Schedule 3 are carried out; and

(c)

deliver any other documents referred to in this Agreement as being required to be delivered by them at Completion.

4.3

At the Completion Date, all records, correspondence, documents, files, memoranda and other papers belonging to the Company and in the possession of (or under the control of) the Sellers shall be delivered to the UK Property.

4.4

The Buyer shall:

(a)

on Completion pay the Completion Payment by way of telegraphic transfer to the Sellers’ Solicitors (who are irrevocably authorised by the Sellers to receive the same);

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(b)

on each Deferred Payment Date and subject always to clause 6, pay the sum of £250,000 (less any deductions permitted under clauses 6.1 and 6.2) to the Sellers by way of a telegraphic transfer to the Sellers’ Solicitors (who are irrevocably authorised by the Sellers’ to receive the same);

(c)

on the Adjustment Date and subject always to clause 6 and paragraph 5 of Schedule 10 pay any Completion Accounts Price Increase (less any deductions permitted under clauses 6.2 or paragraph 5 of Schedule 10) to the Sellers by way of a telegraphic transfer to the Sellers’ Solicitors (who are irrevocably authorised by the Sellers’ to receive the same);

(d)

on the Working Capital Deferred Payment Date:

(i)

pay the Working Capital Deferred Payment to the Sellers by way of a telegraphic transfer to the Sellers’ Solicitors (who are irrevocably authorised by the Sellers’ to receive the same); and

(ii)

procure that the Company deposits the an amount equal to the Future Employee Loyalty Bonus into a separate deposit account in the name of the Company from which the joint instructions of the Sellers’ Representative and a representative of the Buyer are required to make withdrawals or otherwise operate the account.

(payment made in accordance with clauses 4.4(a), 4.4(b), 4.4(c), above shall constitute a valid discharge of the Buyer’s payment obligations in relation to such amount to the Sellers under the terms of this agreement); and

(e)

on Completion deliver to the Sellers:

(i)

a copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction and the execution of any documents relating thereto;

(ii)

a copy of the resolution adopted by the board of directors of WTG authorising the Transaction and the execution of any documents relating thereto, and the authorisation and issuance of the Consideration Shares to the Sellers (subject, as applicable, to the terms of the Clawback Escrow Agreement) in accordance with this Agreement;

(iii)

a counterpart of the Disclosure Letter duly executed by or on behalf of the Buyer;

(iv)

a counterpart of the Lock Up Agreement duly executed by or on behalf of WTG;

(v)

a counterpart of the Clawback Escrow Agreement duly executed by WTG;

(vi)

a counterpart of the Registration Rights Agreement duly executed by or on behalf of WTG; and

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(vii)

a counterpart of the Voting Agreement duly executed by or on behalf of WTG.

Employee loyalty bonus

5.1

The Sellers and the Buyer shall use reasonable endeavours to procure that the Company provides Employee Transaction Letters to the persons specified on the Employee Loyalty Bonus Allocation Schedule within two weeks of Completion.

5.2

The Buyer and the Sellers shall procure that the Company pays the Initial Employee Loyalty Bonus to the persons and in the amounts as specified on the Employee Loyalty Bonus Allocation Schedule by the end of the calendar month following the month in which Completion occurs (provided it is reasonably practicable to do so and if not it shall be paid by the end of the following month).

5.3

The Buyer and the Sellers shall procure that, subject to clause 5.4, the Future Employee Loyalty Bonus is paid to the employees of the Company in accordance with the Employee Loyalty Bonus Allocation Schedule and the Employee Loyalty Bonus Letters:

(a)

as to £333,333, within one month of the end of the First Earn-out Year (as defined in Schedule 9);

(b)

as to £333,334, within one month of the end of the Second Earn-out Year (as defined in Schedule 9).

5.4

The Buyer and the Sellers shall procure that no amount of the Employee Loyalty Bonus shall be paid by the Company to any person who, on the relevant date on which payment is made by the Company:

(a)

is no longer employed or engaged by the Company;

(b)

has given notice of their resignation from their employment with the Company or termination of their engagement with the Company;

(c)

has been given notice by the Company of the termination of their employment or engagement with the Company.

5.5

The Buyer and the Sellers shall procure that any amount of the Employee Loyalty Bonus which is not paid to the persons specified on the Employee Loyalty Bonus Allocation Schedule for any of the reasons specified in clause 5.4 shall, at the discretion of the Sellers’ Representative be reallocated to other persons on the Employee Loyalty Bonus Allocation Schedule in equal proportion to their original allocation contained in the Employee Loyalty Bonus Letters.

5.6

The Bonus Tax Saving shall be paid by the Buyer to the Sellers (if applicable) in three tranches, each tranche being paid in the proportions set out opposite the Sellers’ name in column 12 of Schedule 1 within 30 Business Days of the submission of the relevant Tax return for each of the accounting periods in which the three tranches of the Employee Loyalty Bonus is paid.

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Deferred payment

6.1

If, on or at any time prior to the Final Deferred Payment Date, the Adjustment Date, a Due Amount is outstanding, the Buyer shall be entitled to satisfy all (to the extent possible) or part of the Seller’s liability to pay the Due Amount by way of set-off against any Deferred Payment or the Completion Accounts Price Increase (if any), and to treat its obligation to make the Deferred Payment or Completion Accounts Price Increase (if any) as being reduced pro tanto by the amount so set off.

6.2

If on the Adjustment Date, or any Deferred Payment Date there is an Outstanding Claim, the Buyer shall be entitled (at its sole discretion) to withhold from the Completion Accounts Price Increase (if any), the Deferred Payment an amount equal to an Estimated Liability (if any) or, if the Completion Accounts Price Increase (if any) or Deferred Payment is lower than the Estimated Liability, the full amount of the Completion Accounts Price Increase (if any) or Deferred Payment (as applicable) (“ Deferred Payment Reserved Sum ”), and shall pay the balance of the Completion Accounts Price Increase (if any), Deferred Payment to the Sellers in accordance with clause 4.4. For the avoidance of doubt, no amount may be withheld pursuant to this clause 6.2 in respect of an Outstanding Claim in respect of which no Estimated Liability has been agreed by the Buyer and the Sellers or opined by Counsel in accordance with the definition of Estimated Liability set out in clause 1.1.

6.3

Where a Deferred Payment Reserved Sum has been withheld by the Buyer pursuant to clause 6.2 in respect of an Outstanding Claim, upon that claim becoming a Resolved Claim the Buyer shall:

(a)

be entitled (at its sole discretion) to satisfy all (to the extent possible) or part of the Seller’s liability to pay the Due Amount in respect of the relevant Resolved Claim by way of set-off against the corresponding Deferred Payment Reserved Sum, and to treat its obligation to pay the Deferred Payment Reserved Sum as being reduced pro tanto by the amount so set off; and

(b)

to the extent that the Due Amount is less than the Deferred Payment Reserved Sum, pay to the Sellers the balance of the corresponding Deferred Payment Reserved Sum (if any) after the Buyer has exercised its rights pursuant to clause 6.3(a) in accordance with the proportions set out in Schedule 1. Such payment shall be made by the Buyer within 5 Business Days of the Outstanding Claim becoming a Resolved Claim.

6.4

Nothing in this clause 6 shall prejudice, limit or otherwise affect:

(a)

any right or remedy the Buyer may have against the Sellers from time to time, whether arising under this agreement or any of the documents executed pursuant to this Agreement; or

(b)

the Buyer’s right to recover against the Sellers, whether before or after any Deferred Payment or Working Capital Deferred Payment is made in accordance with this agreement,

save to the extent that any such right or remedy, or Losses relating thereto, has been satisfied by the application of this clause 6.

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6.5

The amount of a Deferred Payment Reserved Sum withheld by the Buyer in accordance with this clause 6 shall not be regarded as imposing any limit on the amount of any claims under this Agreement or any of the documents executed pursuant to this agreement.

6.6

If a Due Amount is not satisfied in full by way of set-off under clause 6.1 or clause 6.3, nothing in this agreement shall prevent any right of the Buyer to recover the balance of the Due Amount from the Sellers (to the extent not so satisfied) in accordance with the terms of this Agreement.

6.7

For the avoidance of doubt, the liability of the Sellers for any Due Amount shall be extinguished to the extent of any set-off pursuant to this clause 6.

Warranties

7.1

The Buyer is entering into this Agreement in reliance, inter alia , on the Warranties.

7.2

The Sellers jointly and severally warrant and represent to the Buyer that each Warranty is true, accurate and not misleading on the date of this Agreement except as Disclosed.

7.3

Unless expressly stated to the contrary, Warranties qualified by the expression so far as the Sellers are aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of any of the Sellers after they have made reasonable enquiries of each other and of Brian Meads and Jan Westmeijer.

7.4

Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this Agreement.

7.5

The Sellers agree that any information supplied by the Company or by or on behalf of any of the employees, directors, agents or officers of the Company (“ Representative” ) to the Sellers or their advisers in connection with the Warranties, the information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Sellers, and the Sellers hereby undertake to the Buyer, to the Company and each Representative that they irrevocably waive any and all claims which they might otherwise have against any of them in respect of such claims, save in the event of fraud, dishonesty or wilful concealment.

7.6

The rights and remedies of the Buyer in respect of any Claim or claim under the Tax Covenant shall not be affected by Completion.

7.7

For the avoidance of doubt, and without limitation to any other provision within this Agreement, any action of the Company or the Sellers relating to the German Branch which breaches any of the Warranties (or any other provision within this Agreement) shall be deemed to be an action of the Company for the purposes of this Agreement.

7.8

Each of the Sellers (on their own behalf and on behalf of any persons from whom Sale Shares have been transferred to them) hereby releases and forever discharges

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the Buyer (and each member of its Group), the Company and each of their respective individual, joint or mutual, past, present and future subsidiaries, successors and assigns (individually, a “ Releasee ” and collectively, “ Releasees ” ) from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements; debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which the Sellers now have or have ever had against the respective Releasees arising contemporaneously with or prior to the Completion Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Completion Date, including, but not limited to, any rights to indemnification or reimbursement from the Company, whether pursuant to organizational documents, contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Completion Date; provided, however, that nothing contained herein shall operate to release (i) any obligations of the Buyer or WTG arising under this Agreement or any other agreement being entered into at Completion in relation to the Transaction and/or (ii) any obligations of the Company for accrued and unpaid employee remuneration and benefits disclosed in the Disclosure Letter.

Limitations on claims

8.1

The definitions and rules of interpretation in this clause apply in this Agreement.

Claim: a claim for breach of any of the Warranties.

A Claim is connected with another Claim if they all arise out of the occurrence of the same event or set of circumstances or relate to the same subject matter.

8.2

This clause limits the liability of the Sellers in relation to any Claim.

8.3

The liability of each of the Sellers for all Relevant Claims when taken together shall not exceed the amount of the Purchase Price actually received by him.

8.4

The Sellers shall not be liable for a Claim, other than a Claim in relation to the Fundamental Warranties, unless:

(a)

the amount of a Claim, or of a series of connected Claims of which that Claim is one, exceeds £25,000; and

(b)

the amount of all Claims that are not excluded under clause 8.4(a) when taken together, exceeds £250,000 in which case the whole amount (and not just the amount by which the limit in this clause 8.4(b) is exceeded) is recoverable by the Buyer.

8.5

The Sellers shall not be liable for a Claim, an Indemnity Claim or claim under the Tax Covenant unless the Buyer has given the Sellers notice in writing (in accordance with the provisions of this Agreement) of the Claim or claim under the Tax Covenant, summarising in reasonable detail the matter giving rise to and the nature of the Claim or claim under the Tax Covenant, and, as far as is reasonably practicable, the amount claimed (or an estimate of such amount):

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(a)

in the case of a claim made under the Tax Warranties or the Tax Covenant within the period of seven years beginning with the Completion Date; and

(b)

in the case of an Indemnity Claim as set out at Part C of the Disclosure Letter.

(c)

in any other case other than a Claim under the Fundamental Warranties, within the period of two years beginning with the Completion Date.

8.6

Any Claim notified in accordance with clause 8.5 shall (if not previously satisfied, settled or withdrawn):

(a)

in the case of a claim made under the Tax Warranties or the Tax Covenant be deemed to have been irrevocably withdrawn 12 months after the end of the period referred to at clause 8.5(a) (and no new Claim or claim under the Tax Covenant may be made in respect of the same facts unless material new information relevant to such facts has come to light) unless on or before that date, legal proceedings have been issued and served on the Sellers in respect of the relevant claim; or

(b)

in the case of all other Claims or Indemnity Claims be deemed to have been irrevocably withdrawn 9 months after the date on which notice of the relevant Claim was given (and no new Claim may be made in respect of the same facts unless material new information relevant to such facts has come to light) unless on or before that date, legal proceedings have been issued and served on the Sellers in respect of the relevant claim.

8.7

The Sellers shall have no liability in respect of a Relevant Claim (which for the purposes of this clause 8.7 shall not include a claim under the Tax Covenant) if and to the extent of any specific allowance, provision or reserve (which is clearly identifiable as such) which was made in the Completion Accounts in respect of the matter or circumstances giving rise to the Relevant Claim.

8.8

If, in respect of any matter or circumstance which gives rise to a Claim or Indemnity Claim, the Company, the US Subsidiary or any other member of the Buyer’s Group (the “ Insured Party ”) is entitled to claim under any policy of insurance, then the relevant Insured Party shall (provided it is not materially prejudicial to the Buyer’s commercial interests to do so) make a claim against its insurers in respect of the relevant matter or circumstance, and use reasonable endeavours to pursue such claim. The Sellers’ liability in respect of any related Claim or Indemnity Claim shall then be reduced by any amount actually recovered under such policy of insurance (less all reasonable costs, charges and expenses incurred by the Insured Party in recovering that sum), or extinguished if the amount so recovered exceeds the amount of the Claim.

8.9

If the Buyer, the Company, the US Subsidiary or any other member of the Buyer’s Group (the “ Entitled Claimant ”) is at any time entitled to recover or otherwise claim reimbursement from a third party in respect of any matter or circumstance giving rise to a Claim or Indemnity Claim:

(a)

the Buyer shall (or shall procure that any the Entitled Claimant shall) use reasonable endeavours to enforce such recovery or seek such reimbursement from the relevant third party provided always that it is not materially prejudicial

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to the Buyer’s (or relevant Entitled Claimant’s) commercial interests to do so; and

(b)

the Sellers’ liability in respect of any subsequent related Claim or Indemnity Claim shall be reduced by the amount (if any) recovered by the Entitled Claimant from the relevant third party (less all reasonable costs, charges and expenses incurred by the Entitled Claimant in recovering that sum), or extinguished if the amount actually recovered exceeds the amount of the relevant Claim or Indemnity Claim.

8.10

If the Sellers make a payment to the Buyer in respect of a Claim or Indemnity Claim and the Company, the US Subsidiary or any other member of the Buyer’s Group subsequently recovers from a third party or insurer (pursuant to clause 7.9 or 7.10 above) a sum which is referable to that Claim or Indemnity Claim, the Buyer shall promptly repay to the Seller the lower of:

(a)

the amount recovered from such third party (less all reasonable costs, charges and expenses incurred by the Buyer, the Company, the US Subsidiary or other member of the Buyer’s Group in recovering that sum); and

(b)

the amount paid to the Buyer by the Sellers in respect of the relevant Claim.

8.11

This clause 8.11 applies in the event that any claim, action or demand is made by any third party against the Company, the US Subsidiary or any other member of the Buyer’s Group which would reasonably be expected to give rise to a Claim or Indemnity Claim (a “ Third Party Claim ”).

(a)

In the event of a Third Party Claim, the Buyer shall (provided that it is not precluded from doing so by Law or any duty of confidentiality):

(i)

as soon as reasonably practicable after the Buyer (or any other member of the Buyer’s Group) becomes aware of the Third Party Claim give written notice of the Third Party Claim to the Sellers, specifying in reasonable detail the matter giving rise to, and the nature of, the relevant claim;

(ii)

keep the Sellers informed of any significant developments in relation to, the Third Party Claim, including providing copies of material information and correspondence relating to the Third Party Claim; and

(iii)

make no legally binding admission of liability, agreement, compromise, settlement or payment in relation to the Third Party Claim (and shall procure that no other member of the Buyer’s Group shall do so) without first consulting with, and taking reasonable account of the view of the Sellers.

8.12

The Sellers shall not be liable in respect of a Claim to the extent that the event, matter or circumstance giving rise to such Claim is attributable to, or the Sellers’ liability pursuant to such Claim is increased (in which case the limit on liability contemplated under this clause 8.12 shall apply only to the increased amount of such liability) as a result of:

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(a)

any voluntary act or deliberate omission carried out by the Buyer, or by the Company or the US Subsidiary on or after Completion at the direction of the Buyer, but excluding such acts or omissions carried out or effected in the ordinary course of business and/or pursuant to a legally binding obligation entered into on or before the date of this Agreement;

(b)

any voluntary act or deliberate omission carried out by the Company or the US Subsidiary at the request, or with the specific written consent, of the Buyer before Completion; or

(c)

any material change after Completion in the accounting standards, policies, practices or methods applied in preparing the annual accounts, or valuing any assets or liabilities of the Company or its Group for the purpose of preparing the annual accounts compared to those used prior to Completion except for changes required because of a change in law or generally accepted accounting principles.

8.13

The Buyer shall not be entitled to make a Claim if and to the extent that the facts, matters, events or circumstances giving rise to the Claim:

(a)

are Disclosed; or

(b)

were within the actual knowledge of the Buyer (and for the purposes of this clause the Buyer shall be deemed to have the actual knowledge of Tim Whelan, Paul Genova, Luke Getto, Joe Debold and Dan Monopoli), on or before Completion, whether as a result of the Buyer’s due diligence investigations or otherwise and the Buyer actually knows (without having reviewed the Warranties for such purposes) that such facts, matters, events or circumstances, and the detrimental effect, loss or negative consequence resulting from such facts, matters, events or circumstances which gives rise to the Claim, have already arisen as at the date hereof.

8.14

The Sellers shall not be liable in respect of a Claim to the extent that the Claim is attributable to, or the value of the Claim is increased (in which case the limit on liability contemplated under this clause 8.14 shall apply only to the increased amount of such liability) by a change in any law, legislation, rule or regulation that comes into force with retrospective effect after the date of this Agreement, which, in each case, was not publicised prior to the date of this Agreement.

8.15

The Buyer shall not be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

8.16

The Buyer agrees that rescission shall not be available as a remedy for any Relevant Claim and it agrees not to seek that remedy.

8.17

Nothing in this clause 8 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud or wilful concealment by the Sellers.

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8.18

The Sellers shall not plead the Limitation Act 1980 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.

Tax covenant

The provisions of Schedule 5 apply in this Agreement.

10.

Indemnities

10.1

The Sellers shall jointly and severally hold the Buyer harmless and indemnify and keep indemnified the Buyer from and against, and the Sellers waive any claim or contribution for contribution from the Buyer or the Company or the US Subsidiary with respect to, any and all Losses, including, for the avoidance of doubt, reasonable and properly incurred professional fees and expenses incurred in connection with the enforcement of this Agreement and interest on the amount of such Losses at the Interest Rate, from the date such Losses were incurred until the date of payment to the Buyer Indemnified Persons determined based on a 360 day year (in all, “ Indemnified Losses ”) suffered or incurred by any of them resulting from or arising out of any of the items listed at Part C of the Disclosure Letter (“ Indemnified Matters ”).

10.2

Any payment made in respect of a claim under this clause shall include:

(a)

an amount in respect of all costs and expenses incurred by the Buyer or the Company or the US Subsidiary in relation to the bringing of the claim (including a reasonable amount in respect of management time); and

(b)

any amount necessary to ensure that, after any Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not subject to Taxation.

11.

Buyer and WTG Warranties

The Buyer and WTG jointly and severally warrant to each of Sellers that:

(a)

they have all requisite power and authority to enter into, deliver and perform this agreement and any other document relating to the Transaction to which it is or they are a party;

(b)

this agreement and any other document relating to the Transaction to which it is or they are a party shall, upon execution, constitute valid, legal and binding obligations of them in accordance with their respective terms;

(c)

the execution, delivery and performance by the Buyer and WTG of this agreement and any other document relating to the Transaction to which it is or they are a party shall not result in:

(i)

a breach of any provision of the Buyer’s or WTG’s certificate of incorporation or other constitutional document;

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(ii)

a breach of, or constitute a default under, any agreement or instrument to which the Buyer and/or WTG is a party or by which either of them is otherwise bound; or

(iii)

a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which either of them is subject or by which either of them is bound;

which would affect the rights of the Sellers hereunder.

(d)

the Consideration Shares shall be issued free from all Encumbrances; and

(e)

WTG is duly authorised and empowered to issue the Consideration Shares to the Sellers in accordance with the terms of this Agreement, and all other requirements to ensure that the valid issuance of the Consideration Shares will, prior to their issuance, have been duly complied with.

12.

Guarantee and Indemnity

12.1

WTG guarantees to the Sellers the due and punctual performance, observance and discharge by the Buyer of all the Guaranteed Obligations if and when they become performable or due.

12.2

If the Buyer defaults in the payment when due of any amount that is a Guaranteed Obligation WTG shall on demand by the Sellers, pay that amount to the Sellers in the manner prescribed by this Agreement as if it were the Buyer.

12.3

WTG as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 12.1 and clause 12.2, agrees to indemnify and keep indemnified the Sellers in full and on demand from and against all and any Losses suffered or incurred by the Sellers (or any of them) arising out of, or in connection with, the Guaranteed Obligations not being recoverable for any reason, or the Buyer’s failure to perform or discharge any of the Guaranteed Obligations, including in relation to the preservation or exercise or enforcement of any rights under or in connection with the guarantee in this clause 12 or any attempt so to do.

12.4

The guarantee in this clause 12 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable by the Buyer to the Sellers in respect of the Guaranteed Obligations.

12.5

The liability of WTG under the guarantee in this clause 12 shall not be reduced, discharged or otherwise adversely affected by:

(a)

any act, omission, matter or thing which would have discharged or affected the liability of WTG had it been a principal obligor instead of a guarantor or indemnifier; or

(b)

anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge WTG or otherwise reduce or extinguish its liability under the guarantee.

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12.6

WTG waives any right it may have to require the Sellers (or any of them, or any trustee or agent on their behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from WTG under this clause 12.

12.7

In no circumstances shall the liability of WTG to make a payment pursuant to this clause 12 exceed the relevant underlying liability of the Buyer to make such payment under the relevant provision of this Agreement.

13.

Clawback Escrow Agreement Indemnities

13.1

WTG agrees to indemnify and keep indemnified the Sellers in full and on demand from and against all and any Losses suffered or incurred by the Sellers (or any of them) arising out of, or in connection with, any failure by WTG to comply fully with its obligations and liabilities pursuant to the Clawback Escrow Agreement.

13.2

The Sellers jointly and severally agree to indemnify and keep indemnified WTG in full and on demand from and against all and any Losses suffered or incurred by the WTG arising out of, or in connection with, any failure by the Sellers (or the Sellers’ Representative on behalf of the Sellers) to comply fully with their obligations and liabilities pursuant to the Clawback Escrow Agreement.

14.

Restrictions on Sellers

14.1

The Sellers severally covenant(s) with the Buyer and the Company that they shall not, in each case other than in their capacity as an officer, consultant, or employee of the Company (as applicable) (or any member of its Group);

(a)

at any time during the period of three years beginning with the Completion Date, in the EU, North America, the Middle East and Africa carry on or be employed, engaged or interested in any business which would be in competition with any part of the Business as the Business was carried on at the Completion Date; or

(b)

at any time during the period of three years beginning with the Completion Date:

(i)

offer employment to, enter into a contract for the services of, or attempt to entice away from the Company, any individual who is at the time of the offer or attempt, and was at the Completion Date, employed or directly or indirectly engaged in an executive or managerial position with the Company; or

(ii)

procure or facilitate the making of any such offer or attempt by any other person; or

(c)

at any time after Completion, use in the course of any business:

(i)

the words “Commagility” or “MimoOn”; or

(ii)

any trade or service mark, business or domain name, design or logo which, at Completion, was or had been used by the Company; or

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(iii)

anything which is reasonably likely to be confused with such words, mark, name, design or logo;

(d)

at any time during a period of three years beginning with the Completion Date, solicit or entice away from the Company any customer of the Company who purchased services or goods or was provided a license from the Company at any time during the twelve months immediately preceding the Completion Date; or

(e)

at any time during a period of three years beginning with the Completion Date, sell or provide any goods or services competing with or similar to the goods or services provided by the Business to any customer of the Company who purchased services or goods or was provided a license from the Company at any time during the twelve months immediately preceding the Completion Date; or

(f)

at any time during a period of three years beginning with the Completion Date, solicit or entice away from the Company any supplier to the Company who had supplied goods and/or services to the Company at any time during the twelve months immediately preceding the Completion Date, if that solicitation or enticement causes or would cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to the Company; or

(g)

at any time after the Completion Date, deliberately disparage in any way, or deliberately communicate anything intended to damage the reputation of, the Business, the Company or any of its products or services, its shareholders, Directors or employees.

14.2

The covenants in clause 14 are intended for the benefit of the Buyer and the Company and apply to actions carried out by the Sellers in any capacity and whether directly or indirectly, on their own behalf, on behalf of any other person or jointly with any other person.

14.3

Nothing in clause 14 prevents a Seller from holding for investment purposes only:

(a)

any units of any authorised unit trust; or

(b)

not more than 5% of any class of shares or securities of any company traded on an investment exchange recognised by the Financial Conduct Authority under Part XVIII of the FSMA, such that a recognition order is in force in respect of it; or

(c)

the Consideration Shares.

14.4

Each of the covenants in clause 14 is a separate undertaking by the Sellers in relation to himself and his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in clause 14. Each of the covenants in clause 14 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or

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area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable.

14.5

The consideration for the undertakings contained in clause 14 is included in the Purchase Price.

15.

Sellers’ Representative

15.1

The Sellers’ Representative shall, and shall have full power and authority to, give on behalf of all the Sellers any approval, consent, action, notification or instruction which the Sellers or any of them are entitled or required to give under the terms of this Agreement in their capacity as Sellers.

15.2

Subject to clause 15.4, by giving notice to the Sellers’ Representative in the manner provided in clause 22, the Buyer shall be deemed to have given notice to all of the Sellers and any action taken by the Sellers’ Representative may be considered by the Buyer to be the action of each Seller for whom such action was taken for all purposes of this Agreement.

15.3

The Sellers irrevocably authorise the Sellers’ Representative to be their representative for the purposes specified in clause 15.1.

15.4

In the event of the death or incapacity of the Sellers’ Representative, the Sellers agree that the successor representative shall be Paul Moakes and shall be deemed a Sellers’ Representative for the purposes of this clause 15.

16.

Confidentiality and announcements

16.1

Each party severally undertakes to the others to keep confidential:

(a)

the terms of this Agreement; and

(b)

in the case of the Sellers, all information which they have acquired or may possess relating to the Company and the US Subsidiary; and

(c)

all information which they have acquired relating to the other parties (and, in relation to the Buyer, its Group).

and to use such information only as and to the extent reasonably required for the performance of his obligations and the exercise of his rights under and in connection with:

(d)

this Agreement; and/or

(e)

in relation to the Sellers, any engagement, employment and/or appointment agreement entered into with the Company, the US Subsidiary or any member of the Buyer’s Group on the date hereof or at any time hereafter.

16.2

The parties do not have to keep confidential or to restrict its use of:

(a)

information that is or becomes public knowledge other than as a direct or indirect result of a breach of this Agreement or a breach of any other agreement relating to such information; or

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(b)

information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person.

16.3

The parties may disclose any information that it is otherwise required to keep confidential under clause 16:

(a)

to such professional advisers, consultants and employees or officers of its Group as and to the extent reasonably required in connection with this Agreement or to facilitate the Transaction, if the disclosing party procures that the persons to whom the information is disclosed keep it confidential as if they were that party; or

(b)

in the case of the Buyer only (and excluding information relating to the Sellers personally which does not relate to the Sellers ownership of or title to the Sale Shares), to a proposed transferee of the Sale Shares for the purpose of enabling the proposed transferee to evaluate the proposed transfer;

(c)

in the case of the Buyer only (and excluding information relating to the Sellers personally which does not relate to the Sellers ownership of or title to the Sale Shares), to its funders, potential investors and their respective advisors, employees, officers, representatives or consultants;

(d)

with the prior written consent of all the other parties; or

(e)

with the prior written consent of one party, if such information relates only to that party; or

(f)

to confirm that the sale has taken place and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement); or

(g)

to the extent that the disclosure is required:

(i)

by Law; or

(ii)

by a regulatory body, Taxation Authority or securities or investment exchange; or

(iii)

to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or

(iv)

under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or

(v)

to protect the disclosing party’s interest in any legal proceedings,

but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.

16.4

Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of

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satisfying the requirements of a Law, regulatory body or securities exchange to which such other party is subject.

Subject to clause 16.5 and to clause 16.6 (inclusive), no party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction ( announcement ) without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed) and the parties shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement. The Parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Parties.

16.5

Nothing in clause 16 shall prevent any party from making an announcement required by Law or any Governmental Authority, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system, or by any court or other authority of competent jurisdiction, provided that, to the extent permitted by Law, the party required to make the announcement consults with the other parties and takes into account their reasonable requests in relation to the content of such announcement before it is made.

16.6

The Buyer may at any time after Completion announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company, the Subsidiaries or any other member of the Buyer’s Group.

17.

Further assurance

17.1

Each of the parties agrees that it will from time to time on or after the Completion promptly do, execute, acknowledge and deliver and will cause to be, done, executed, acknowledged and delivered, all such further acts, deeds, certificates, and other documents as may be reasonably requested by any of the other parties to give full effect to the terms of this Agreement.

18.

Assignment

18.1

Except as provided otherwise in this Agreement, no party may assign, or grant any Encumbrance or security interest over, any of its rights under this Agreement or any document referred to in it.

18.2

Each party that has rights under this Agreement is acting on its own behalf.

18.3

The Buyer may assign its rights under this Agreement (or any document referred to in this Agreement) to (i) a member of its Group or (ii) to any person to whom it transfers the Sale Shares or (iii) to a third party provider of finance, provided that no such assignment shall have the create or increase any liability of the Sellers to any party.

18.4

If there is an assignment:

(a)

the Sellers may discharge their obligations under this Agreement to the assignor until they receive notice of the assignment; and

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(b)

the assignee may enforce this Agreement as if it were a party to it, but the Buyer shall remain liable for any obligations under this Agreement.

19.

Whole agreement

19.1

This Agreement constitutes the whole agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

19.2

Each party agrees that it shall not have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement or warranty in this agreement.

20.

Variation and waiver

20.1

Any variation of this Agreement shall be in writing and signed by or on behalf of the parties.

20.2

Any waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given and shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived.

20.3

A party that waives a right in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

20.4

No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by Law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.

20.5

No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy.

20.6

Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by Law.

21.

Costs

21.1

Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, shall be borne by the party that incurred the costs.

22.

Notice

22.1

A notice given under this Agreement:

(a)

shall be in writing;

(b)

shall be sent for the attention of the person, and to the address, specified in clause 22 (or such other address, or person as each party may notify to the others in accordance with the provisions of clause 22); and

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(c)

shall be:

(i)

delivered personally; or

(ii)

sent by pre-paid first-class post or recorded delivery; or

(iii)

(if the notice is to be served by post outside the country from which it is sent) sent by express mail courier.

22.2

The addresses for service of notice are:

(a)

To the Sellers’ Representative:

(i)

name: Edward de Salis Young

(ii)

address: (as set out in the Disclosure Letter)

(iii)

for the attention of: Edward de Salis Young

with a copy to Sellers’ Solicitors:

Rosenblatt Solicitors

9-13 St Andrew Street, London, EC4A 3AF

FAO: Tom Ferns / Martin Montgomery

(b)

BUYER

(i)

Name: Wireless Telecom Group, Inc.

(ii)

Address: 25 Eastmans Road, Parsippany, New Jersey 07054, USA

(iii)

for the attention of: Michael Kandell, CFO

with a copy to:

Buyer’s Solicitors:

Bryan Cave

88 Wood Street

London EC2V 7AJ

FAO: Tara Newell/ Andrew Hart

22.3

A notice is deemed to have been received:

(a)

if delivered personally, at the time of delivery; or

(b)

in the case of pre-paid first class post or recorded delivery two Business Days from the date of posting; or

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(c)

in the case of express mail courier, three Business Days from the date of posting; or

(d)

if deemed receipt under the previous paragraphs of clause 22.3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt and all references to time are to local time in the place of deemed receipt.

22.4

To prove service, it is sufficient to prove that, in the case of post, the envelope containing the notice was properly addressed and posted.

23.

Severance

23.1

If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

23.2

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

24.

Agreement survives completion

24.1

This Agreement (other than obligations that have already been fully performed) remains in full force after Completion.

25.

Third party rights

25.1

This Agreement and the documents referred to in it are made for the benefit of the parties and their successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else.

25.2

Each of the parties warrants to the others that their respective rights to agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

26.

Successors

26.1

The rights and obligations of the Sellers and the Buyer under this Agreement shall continue for the benefit of, and shall be binding on, their respective successors and assigns.

27.

Counterparts

27.1

This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

28.

Inadequacy of Damages

28.1

Without prejudice to any other rights or remedies that the Buyer may have, the Sellers acknowledge and agree that damages alone may not be an adequate

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remedy for the breach of clause 14 and 16 of this Agreement. Accordingly, the Buyer shall be entitled to the seek remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of clause 14 and 16 of this Agreement.

29.

Broker’s Fees

29.1

The Sellers shall be responsible for, and shall hold the Buyer and each member of the Buyer’s Group harmless against, any fees or commissions for which any such Seller is liable to any broker, finder or agent (except to the extent such broker, finder or agent is retained by the Buyer) with respect to the transactions contemplated by this Agreement (including brokers engaged by the Company or the Subsidiary prior to Completion).

30.

set-off rights

30.1

Without prejudice to any other provisions set out herein the Buyer shall not be entitled to withhold and set off against any sum which is payable to the Sellers under this Agreement (or any other agreement referred to herein) any amount due and payable by the Sellers to the Buyer in respect of any claim under this Agreement save as expressly stated in this Agreement.

31.

Governing law and jurisdiction

31.1

This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.

31.2

The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes and claims). Notwithstanding the above, nothing shall prevent the Buyer and/or the Company and/or the US Subsidiary from seeking injunctive or similar equitable relief in a competent court in any jurisdiction.

This Agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Execution Version

Schedule 1. Particulars of Sellers

Particulars of Sellers and apportionment of purchase price

1	2	3	4	5	6	7	8	9	10	11	12
Seller’s name	Number of shares	Share Class	Amount paid per share (including nominal value)	Amount of entitlement to Completion Payment	Entitlement to receive any Deferred Payment payable (%)	Entitlement to receive Consideration Shares (%)	Proportion of Consideration Shares subject to Clawback (%)	Entitlement to receive Working Capital Deferred Payment (%)	Entitlement to receive any payments on Adjustment Date /responsibility for liability to make payments on Adjustment Date (%)	Entitlement to receive Earn-out Payments (%)	Entitlement to receive Bonus Tax Payment (%)
Paul Moakes	1	Ordinary Share	£1	£2,250,000	25%	25%	25%	25%	25%	25%	25%
	1	Ordinary G Share	£1
	1	Ordinary H Share	£1
Edward de Salis Young	1	Ordinary Share	£1	£2,250,000	25%	25%	25%	25%	25%	25%	25%
	1	Ordinary C Share	£1

Execution Version

1	2	3	4	5	6	7	8	9	10	11	12
Seller’s name	Number of shares	Share Class	Amount paid per share (including nominal value)	Amount of entitlement to Completion Payment	Entitlement to receive any Deferred Payment payable (%)	Entitlement to receive Consideration Shares (%)	Proportion of Consideration Shares subject to Clawback (%)	Entitlement to receive Working Capital Deferred Payment (%)	Entitlement to receive any payments on Adjustment Date /responsibility for liability to make payments on Adjustment Date (%)	Entitlement to receive Earn-out Payments (%)	Entitlement to receive Bonus Tax Payment (%)
	1	Ordinary D Share	£1
Simon Pack	1	Ordinary Share	£1	£2,250,000	25%	25%	25%	25%	25%	25%	25%
	1	Ordinary A Share	£1
	1	Ordinary B Share	£1
Martin Hollingshead	1	Ordinary Share	£1	£2,250,000	25%	25%	25%	25%	25%	25%	25%
Martin Hollingshead	1	Ordinary E Share	£1	£2,250,000	25%	25%	25%	25%	25%	25%	25%

Execution Version

1	2	3	4	5	6	7	8	9	10	11	12
Seller’s name	Number of shares	Share Class	Amount paid per share (including nominal value)	Amount of entitlement to Completion Payment	Entitlement to receive any Deferred Payment payable (%)	Entitlement to receive Consideration Shares (%)	Proportion of Consideration Shares subject to Clawback (%)	Entitlement to receive Working Capital Deferred Payment (%)	Entitlement to receive any payments on Adjustment Date /responsibility for liability to make payments on Adjustment Date (%)	Entitlement to receive Earn-out Payments (%)	Entitlement to receive Bonus Tax Payment (%)
	1	Ordinary F Share	£1

Execution Version

Schedule 2. Particulars of the Company

Part 1.

THE COMPANY

Name:	Commagility Limited
Registration number:	05914025
Registered office:	Charnwood Building, Holywell Park, Ashby Road, Loughborough, Leicestershire LE11 3AQ
Authorised share capital amount:	None
Issued share capital:	£12 comprising 4 Ordinary shares of £1 each, 1 Ordinary A share of £1, 1 Ordinary B share of £1, 1 Ordinary C share of £1, 1 Ordinary D share of £1, 1 Ordinary E share of £1, 1 Ordinary F share of £1, 1 Ordinary G share of £1 and 1 Ordinary H share of £1.
Registered shareholders (and number of Sale Shares held):	As set out in Schedule 1
Beneficial owners of Sale Shares (if different) and number of Sale Shares beneficially owned:	N/A
Directors and shadow directors:	Edward Stanley de Salis Young Martin Rupert Hollingshead Dr Paul Alan Moakes Simon Edward Pack
Secretary:	Dr Paul Alan Moakes
Registered Charges	None

Part 2. The US Subsidiary

Name:	Commagility, Inc.
Principal office:	Office No. 718, 100 Rialto Place, Melbourne, FL 32901, USA
Authorised share capital amount:	5,000 shares of common stock of par value $0.01
Issued share capital:	$10.00
Shareholder:	Commagility Limited
Beneficial owner (if different):	N/A
Directors:	Edward de Salis Young Martin Hollingshead Paul Moakes
Secretary:	Paul Moakes

Schedule 3. Completion

Part 1. What the Sellers shall deliver to the Buyer at Completion

At Completion, the Sellers shall deliver or cause to be delivered to the Buyer the following documents and evidence:

(a)

transfers of the Sale Shares executed by the registered holders in favour of the Buyer or its nominees;

(b)

the share certificates for the Sale Shares and the shares held in the US Subsidiary in the names of the registered holders or an indemnity in the agreed form for any lost certificates;

(c)

an irrevocable power of attorney in agreed form given by each of the Sellers in favour of the Buyer or its nominees to enable the beneficiary (or its proxies) to exercise all voting (if any) and other rights attaching to the Sale Shares before the transfer of the Sale Shares is registered in the register of members;

(d)

the original of any power of attorney under which any document to be delivered to the Buyer under this paragraph 1 has been executed (in respect of Simon Pack it is acknowledged that the original will be sent to the Buyer’s Solicitors within 3 Business Days of Completion);

(e)

in relation to the Company and the US Subsidiary, the statutory registers and minute books (written up to immediately prior to Completion), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name;

(f)

the written resignation, executed as a deed and in the agreed form, of any Directors and the Secretary of the Company and the US Subsidiary from their offices as notified by the Buyer to the Sellers prior to Completion;

(g)

a copy of the executed consent to change of control from Texas Instruments Incorporated;

(h)

a copy of the minutes of the board meetings held pursuant to Part 2 of Schedule 3;

(i)

statements from each bank at which the Company or the US Subsidiary has an account, giving the balance of each account at the close of business on the last Business Day before Completion; and reconciliation statements reconciling the cash book balances of the Company and the US Subsidiary and the cheque books of the Company and the US Subsidiary with the bank statements delivered;

(j)

the Completion Cash Statement;

(k)

executed copies of employment agreements in the agreed form to be entered into between the Company and each of Edward Stanley De Salis Young, Martin Rupert Hollingshead, Dr Paul Alan Moakes and Simon Edward Pack (“ Employment Agreements ”);

(l)

the Clawback Escrow Agreement executed by the Seller Representative;

(m)

a Lock Up Agreement executed by each of the Sellers;

(n)

the Registration Rights Agreement executed by each of the Sellers;

(o)

the Voting Agreement executed by each of the Sellers;

(p)

Financial Promotion Order High Net Worth Statements for each of the Sellers (in respect of Simon Pack it is acknowledged that the original will be sent to the Buyer’s Solicitors within 10 Business Days of Completion).

Part 2. Matters for the board meeting at Completion

The Sellers shall cause a board meeting of the Company to be held at Completion at which the matters set out below shall take place:

(a)

A resolution to register the transfer of the Sale Shares shall be passed at such board meeting of the Company, subject to the transfers being stamped.

(b)

Those Directors and the Secretary (nominated by the Buyer) shall resign from their offices with the Company conditional upon and with effect from Completion.

(c)

The persons the Buyer nominates shall be appointed as directors of the Company. The appointments shall take effect conditional upon and with effect from Completion.

(d)

All the existing instructions and authorities to bankers shall be amended or revoked and replaced with new instructions and authorities to those banks in the form the Buyer requires.

(e)

The address of the registered office of the Company shall be changed to the address required by the Buyer.

(f)

The accounting reference date of the Company shall be changed to 31 December.

(g)

Execution of the Employment Agreements shall be approved.

The Sellers shall cause a board meeting of the US Subsidiary to be held at Completion at which the persons the Buyer nominates shall be appointed as directors and officers of the US Subsidiary.

Schedule 4. Warranties

Part 1. General warranties

Power to sell the company

1.1

The Sellers have all requisite power and authority to enter into and perform this Agreement in accordance with its terms and the other documents referred to in it to which they are a party.

1.2

This Agreement and the other documents relating to the Transaction referred to in it to which the Sellers are parties constitute (or shall constitute when executed) valid, legal and binding obligations on the Sellers in the terms of the agreement and such other documents.

1.3

Compliance with the terms of this Agreement and the documents relating to the Transaction referred to in it to which they are a party shall not breach or constitute a default under any of the following:

(a)

any agreement or instrument to which any of the Sellers is a party or by which any of them is bound; or

(b)

any order, judgment, decree or other restriction applicable to any of the Sellers.

Shares in the company

2.1

The particulars of the Company and the US Subsidiary given in Schedule 1 are true, accurate and not misleading.

2.2

The Sale Shares constitute the whole of the allotted share capital of the Company and are fully paid.

2.3

Each of the Sellers is the sole legal and beneficial owner of the number of Sale Shares set against his name in Schedule 1.

2.4

Each of the issued shares in the capital of the US Subsidiary:

(a)

is solely legally and beneficially owned by the Company;

(b)

have been properly authorised and issued; and

(c)

are fully paid and are non-assessable.

2.5

Other than the US Subsidiary, the Company has no subsidiary or subsidiaries, nor any other interests in any other company, corporation, entity, venture or person.

2.6

The Sale Shares and the issued shares in the capital of the US Subsidiary are free from all Encumbrances.

2.7

No option, warrant or other right has been granted to any person to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or other securities (or any rights or interest in them) of the Company or the US Subsidiary

and none of the Company, the US Subsidiary nor the Sellers have agreed to confer any such rights, and no person has claimed any such right.

2.8

No Encumbrance has been created in favour of any person affecting any unissued shares or debentures or other unissued securities of the Company or the US Subsidiary.

2.9

No commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares in the capital of the US Subsidiary (or any unissued shares or debentures or other unissued securities of the Company or the US Subsidiary) and the Sellers have not received notice that any person has claimed any rights in connection with any of those things.

2.10

Each of the Company and the US Subsidiary:

(a)

does not hold or beneficially own, nor has agreed to acquire, any securities of any corporation (other than the US Subsidiary); or

(b)

is not nor has agreed to become a member of any partnership or other unincorporated association, joint venture, LLC or consortium (other than recognised trade associations); or

(c)

other than in relation to the German Branch, neither has, nor has ever had, outside its country of incorporation, any branch or permanent establishment; or

(d)

has not, allotted or issued any securities that are convertible into shares.

2.11

Each of the Company and the US Subsidiary has not at any time:

(a)

purchased, redeemed or repaid any of its own share capital; or

(b)

given any financial assistance for the purchase of its own shares in contravention of any applicable Law or regulation.

2.12

All dividends or distributions declared, made or paid by the Company or the US Subsidiary have been declared, made or paid in accordance with (as applicable) its memorandum, articles of association, certificate of incorporation all applicable Laws and regulations and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.

Constitutional and corporate documents

3.1

The Data Room contains a copy of the memorandum and articles of association, certificate of incorporation and by-laws (with regards to the US Subsidiary) or other constitutional documents of the Company and the US Subsidiary, which are true, complete and accurate in all respects, and copies of all the resolutions and agreements required to be annexed to or incorporated in those documents by the Law applicable are annexed or incorporated, all of which are Disclosed to the Buyer. Such documents fully set out all the rights and restrictions attaching to each class of shares in the capital of the Company or the US Subsidiary (as the case may be).

3.2

Other than the documents referred to at paragraph 3.1 above, which have been Disclosed, there are no shareholders agreements (or similar contractual

arrangements) in place between the Sellers in relation to the Sale Shares or the shares in the US Subsidiary.

3.3

All registers required by law to be maintained by the Company and/or the US Subsidiary have been properly kept in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received by the Company or the US Subsidiary.

3.4

All returns, particulars, documentation and resolutions which the Company and the US Subsidiary is required by Law to file with or deliver to any authority in any jurisdiction (including, in particular, the Registrar of Companies in England and Wales) have in all material respects been correctly made up and filed or, as the case may be, delivered.

3.5

In relation to its PSC Register, the Company has at all times complied with its duties under section 790D (Duty to investigate and obtain information) and section 790E (Duty to keep information up-to-date) of the Companies Act 2006.

Information

The Sellers are not actually aware that any of the information provided to the Buyer in the Data Room was, having due regard to all of the other information provided to the Buyer, inaccurate or misleading in any material respect at the time it was provided.

Compliance with laws

5.1

The Company and the US Subsidiary has at all times conducted its business in accordance with, and has acted in compliance with, all applicable Laws and regulations.

5.2

Neither the Company, the US Subsidiary nor any of their respective directors or employees (current or past), has been convicted of an offence in relation to the business or affairs of the Company or the US Subsidiary.

Licences and consents

6.1

The Company and the US Subsidiary has all necessary licences, consents, permits and authorities necessary to carry on its business in the places and in the manner in which its business is now carried on (“ Permissions ”), all of which are valid and subsisting.

6.2

The Company has not received notice that any Permission will be suspended, cancelled, revoked or not renewed on the same terms and, so far as the Sellers are aware, there is no reason why any Permission should be.

6.3

No consent, approval, license, permit, order, qualification or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required in respect of any Permission in connection with the execution, delivery and performance by the Sellers of this Agreement.

Insurance

7.1

Details of the insurance policies maintained by or on behalf of the Company and the US Subsidiary are Disclosed to the Buyer in the Data Room and the particulars of those policies are accurate and not misleading.

7.2

There are no material outstanding claims under, or in respect of the validity of, any of those policies (and the Company has not received notice that any such claims are or have been threatened), and the Sellers are not aware of any circumstances which would reasonably be expected to give rise to any claim under any of those policies.

7.3

All the insurance policies of the Company and the US Subsidiary are in full force and effect, are not void or voidable, and nothing has been done or not done by the Sellers, the Company or the US Subsidiary or, so far as the Sellers are aware, by any other person, which could make any of them void or voidable and Completion will not terminate, or entitle any insurer to terminate, any such policy prior to Completion.

Power of attorney

8.1

There are no powers of attorney in force given by the Company or the US Subsidiary.

8.2

No person, as agent or otherwise, is entitled or authorised to bind or commit the Company the US Subsidiary to any obligation not in the ordinary course of the Company or the US Subsidiary’s business.

8.3

The Disclosure Letter sets out details of all persons (other than their respective directors and officers) who have authority to bind the Company or the US Subsidiary in the ordinary course of business.

Disputes and investigations

9.1

Neither the Company, the US Subsidiary nor, so far as the Sellers are aware, any person for whom the Company or the US Subsidiary is vicariously liable:

(a)

is engaged in any litigation, administrative, mediation or arbitration proceedings or other proceedings or any claims, actions or hearings before any statutory or Governmental Authority, department, board or agency ; or

(b)

so far as the Sellers are aware, is the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority.

9.2

No Director is, to the extent that it relates to the business of the Company or the US Subsidiary, engaged in or subject to any of the matters mentioned in paragraph 9.1 of Schedule 4.

9.3

So far as the Sellers are aware, no such proceedings, investigation or inquiry as are mentioned in paragraph 9.1 or paragraph 9.2 of Schedule 4 have been threatened or are pending and, so far as the Sellers are aware, there are no circumstances which would reasonably be expected to give rise to any such proceedings.

9.4

The Company and the US Subsidiary are not the subject of any existing or pending judgments or rulings and nor has the Company or the US Subsidiary given any undertakings arising from legal proceedings to a court, Governmental Authority or third party.

10.

Defective products and services

10.1

The Company and the US Subsidiary have not manufactured or sold any products which were, at the time they were manufactured or sold, faulty or defective, or did not comply with:

(a)

warranties or representations expressly made or implied by or on behalf of the Company or the US Subsidiary; or

(b)

all Laws, regulations, standards and requirements applicable to the products in all material respects.

10.2

No proceedings or disputes have been started, or, so far as the Sellers are aware, are pending or have been threatened against the Company the US Subsidiary in which it is claimed that any products manufactured or sold by the Company or the US Subsidiary are defective, not appropriate for their intended use or have caused bodily injury or material damage to any person or property when applied or used as intended.

10.3

No proceedings have been started and, so far as the Sellers are aware, there are no outstanding liabilities or claims pending or threatened against the Company or the US Subsidiary in respect of any services supplied by the Company or the US Subsidiary for which the Company or the US Subsidiary is or may become liable and no dispute exists between the Company or the US Subsidiary and any of its respective customers or clients.

11.

Customers and suppliers

11.1

In the 12 months ending with the date of this Agreement, the business of the Company or the US Subsidiary has not been materially affected in an adverse manner as a result of any one or more of the following things happening to the Company or the US Subsidiary:

(a)

the loss of any of its customers or suppliers; or

(b)

a reduction in trade with its customers or in the extent to which it is supplied by any of its suppliers; or

(c)

a change in the terms on which it trades with or is supplied by any of its customers or suppliers.

11.2

The Disclosure Letter sets out (i) each customer who has paid aggregate consideration to Company or the US Subsidiary for goods or services rendered in an amount greater than or equal to £75,000 for each of the two most recent financial years (collectively, the “ Material Customers ”); and (ii) the amount of consideration paid by each Material Customer during such periods. Neither the Sellers, the Company or the US Subsidiary has received any notice that any of the Material Customers has ceased, or intends to cease after Completion, to use the

goods or services of the Company or the US Subsidiary or to otherwise terminate or materially reduce its relationship with the Company or the US Subsidiary.

11.3

The Disclosure Letter sets out (i) each supplier to whom the Company or the US Subsidiary has paid consideration for goods or services rendered in an amount greater than or equal to £75,000 for each of the two most recent financial years (collectively, the “ Material Suppliers ”); and (ii) the amount of purchases from each Material Supplier during such periods. Neither the Sellers, the Company or the US Subsidiary has received any notice that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or the US Subsidiary or to otherwise terminate or materially reduce its relationship with the Company or the US Subsidiary.

12.

Competition

12.1

The definition in this paragraph applies in this Agreement.

Competition Law: the national and directly effective Laws of any jurisdiction which governs the conduct of companies or individuals in relation to restrictive or other anti-competitive agreements or practices (including cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers.

12.2

Neither the Company nor the US Subsidiary are engaged in any agreement, arrangement, practice or conduct which amounts to an infringement of the Competition Law of any jurisdiction in which the Company or the US Subsidiary conducts business and no Director is engaged in any activity which would be an offence or infringement under any such Competition Law.

12.3

Neither the Company nor the US Subsidiary has received notice that it is the subject of any investigation, inquiry or proceedings by any relevant Governmental Authority in connection with any actual or alleged infringement of the Competition Law of any jurisdiction in which the Company or the US Subsidiary conducts business, and so far as the Sellers are aware, no such investigation, inquiry or proceedings have been threatened or are pending.

12.4

Neither the Company nor the US Subsidiary is the subject of any existing or, so far as the Sellers are aware, pending decisions, judgments, orders or rulings of any relevant Governmental Authority responsible for enforcing the Competition Law of any jurisdiction and neither the Company nor the US Subsidiary has given any undertakings or commitments to such bodies which affect the conduct of the Business.

12.5

Neither the Company nor the US Subsidiary are in receipt of any payment, guarantee, financial assistance or other aid from the government or any state body which was not, but should have been, notified to the European Commission under Article 88 of the EC Treaty or Article 108 of the Treaty on the Functioning of the European Union for decision declaring such aid to be compatible with the internal market.

13.

Contracts

13.1

The definition in this paragraph applies in this Agreement.

Material Contract: an agreement or arrangement to which the Company or the US Subsidiary is a party or is bound by and which is of material importance to the business, profits or assets of the Company or the US Subsidiary, regardless of whether it is written, including any contract:

(a)

for the sale by the Company or the US Subsidiary of materials, supplies, goods, services, equipment or other assets, which, for the 12 months ending on the Accounts Date, had annual GBP£ sales amount of £50,000 or more;

(b)

for the purchase by the Company or the US Subsidiary of materials, supplies, goods, services, equipment or other assets which provides for annual payments of £20,000 or more;

(c)

that is a mortgage, indenture, note, debenture, bond, pledge, security agreement, letter of credit, loan or other contract for the borrowing or lending of money or granting a lien upon any rights, assets or properties of the Company or the US Subsidiary, an agreement or arrangement for a line of credit, pledge or undertaking of the Indebtedness of any other person, or under which (A) any person has directly or indirectly guaranteed Indebtedness of the Company or the US Subsidiary; or (ii) the Company or the US Subsidiary has directly or indirectly guaranteed Indebtedness of any person;

(d)

that is a lease or agreement under which the Company or the US Subsidiary is lessor or lessee of or holds or operates or permits any person to hold or operate, as applicable, any personal property owned by any other person, providing for annual payments in excess of £20,000;

(e)

that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Completion Date of consideration in excess of £10,000;

(f)

that relate to an acquisition, divestiture, merger or similar transaction, regardless of whether such transaction has yet been consummated, that contain warranties, indemnities, representations or other obligations (including payment, indemnification, “earn-out” or other contingent obligations) that are in effect; or

that have an aggregate future liability of a Seller in excess of £50,000 per annum and are not terminable by the Company or the US Subsidiary by notice of not more than 30 days without penalty.

13.2

Except for the agreements and arrangements Disclosed, neither the Company nor the US Subsidiary is a party to or subject to any agreement or arrangement which:

(a)

is a Material Contract; or

(b)

is of an unusual or exceptional nature; or

(c)

is not in the ordinary and usual course of business of the Company or the US Subsidiary; or

(d)

may be terminated or materially altered as a result of any Change of Control of the Company or the US Subsidiary; or

(e)

includes a specific restriction on the freedom of the Company or the US Subsidiary to carry on the whole or any part of its business in any part of the world or with any person in any line of business in such manner as it thinks fit; or

(f)

involves any person acting as a distributor; or

(g)

involves any person acting as an agent; or

(h)

involves partnership, joint venture, consortium, joint development, shareholders, limited liability or similar arrangements or agreements or related to the formation of the same; or

(i)

involves the grant of any sole or exclusive rights, right of first refusal, right of first offer or similar right by or to the Company or the US Subsidiary; or

(j)

is incapable of complete performance in accordance with its terms within six months after the date on which it was entered into; or

(k)

cannot be readily fulfilled or performed by the Company or the US Subsidiary on time and without undue or unusual expenditure of money and effort; or

(l)

involves or is likely to involve an aggregate consideration payable by or to the Company or the US Subsidiary in excess of £50,000.

(m)

requires the Company or the US Subsidiary to pay any commission, finders’ fee, royalty or the like; or

(n)

is for the supply of goods and/or services by or to the Company or the US Subsidiary on terms under which retrospective or future discounts, price reductions or other financial incentives are given; or

(o)

is not on arm’s length terms; or

(p)

is a finance lease, hire purchase, rental or credit sale agreement or which otherwise provides for the purchase or right to purchase any asset by instalment payments.

13.3

There are no outstanding or on-going negotiations of material importance to business, profits or assets of the Company or the US Subsidiary, or any outstanding quotations or tenders for a contract that, if accepted, would give rise to a Material Contract.

13.4

Each Material Contract is binding on the Company and the US Subsidiary (as the case may be) and, so far as the Sellers are aware, each Material Contract is in full force and effect and binding on the other counterparties to it. Neither the Company nor the US Subsidiary has defaulted under or breached a Material Contract, nor, so far as the Sellers are aware, has any other party to a Material Contract defaulted under or breached such a Material Contract and, so far as the Sellers are aware, no such breach is likely or threatened.

13.5

No notice of termination of a Material Contract has been received or served by the Company or the US Subsidiary and so far as the Sellers are aware there are no grounds for determination, rescission, avoidance, repudiation or a material change in the terms of any such Material Contract.

14.

Transactions with Sellers

14.1

There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between the Company or the US Subsidiary and any of the following:

(a)

any of the Sellers or any person Connected with any of the Sellers; or

(b)

any Director, secretary, officer or employee of the Company or the US Subsidiary or any person Connected with such Director, secretary, officer or employee.

14.2

None of the Sellers, nor, so far as the Sellers are aware, any person Connected with any of the Sellers, is entitled to a claim of any nature against the Company or the US Subsidiary or has assigned to any person the benefit of a claim against the Company or the US Subsidiary to which the Sellers or a person Connected with the Sellers would otherwise be entitled.

14.3

None of the Sellers are, at the date of this Agreement, or have been at any time during the period of 5 of years immediately preceding the date of this Agreement, concerned, interested or engaged, directly or indirectly and in whatever capacity, in any other business similar to or competitive with all or any part of the Business as it is carried on at the date of this Agreement.

15.

Finance and guarantees

15.1

Neither the Company nor the US Subsidiary has Indebtedness, save for trade payables and liabilities incurred in the ordinary course of business.

15.2

No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement has been given by or entered into by the Company, the US Subsidiary or any third party in respect of borrowings or other obligations of the Company or the US Subsidiary.

15.3

The total amount of Indebtedness of the Company and the US Subsidiary does not exceed any limitations on the borrowing powers contained:

(a)

in the memorandum and articles of association of the Company or the US Subsidiary (as the case may be); or

(b)

in any debenture or other deed or document binding on the Company or the US Subsidiary (as the case may be).

15.4

Neither the Company nor the US Subsidiary has outstanding loan capital, nor lent any money that has not been repaid, and there are no debts owing to the Company or the US Subsidiary other than debts that have arisen in the normal course of business.

15.5

Neither the Company nor the US Subsidiary has :

(a)

factored any of its debts or discounted any of its debts or engaged in financing of a type which would not need to be shown or reflected in the Accounts or the accounts of the US Subsidiary; or

(b)

waived any right of set-off it may have against any third party.

15.6

All debts (less any provision for bad and doubtful debts) owing to the Company are reflected in the Accounts or the Completion Accounts (as at the date to which they have been made up) or the accounts of the US Subsidiary. No debts subsequently recorded in the books of the Company or the US Subsidiary has been outstanding for more than two months from its due date for payment.

15.7

No Indebtedness of the Company or the US Subsidiary is overdue or outstanding for payment and no security over any of the assets of the Company or the US Subsidiary is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise. Neither the Company nor the US Subsidiary has received any notice whose terms have not been fully complied with and/or carried out from any creditor requiring any payment to be made and/or intimating the enforcement of any security which it may hold over the assets of the Company or the US Subsidiary.

15.8

Neither the Company nor the US Subsidiary has given or entered into any guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or arrangement or is responsible for the indebtedness, or for the default in the performance of any obligation, of any other person.

15.9

Neither the Company nor the US Subsidiary are subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.

15.10

Particulars of the balances of all the bank accounts of the Company and the US Subsidiary, showing the position as at the day immediately preceding the date of this Agreement, have been Disclosed and the Company and the US Subsidiary have no other bank accounts. Since those particulars were given, there have been no payments out of those accounts other than routine payments in the ordinary course of business.

15.11

No Indebtedness of the Company or the US Subsidiary will become due, or capable of being declared due and payable, prior to its stated maturity as a result of a Change of Control of the Company or the US Subsidiary.

16.

Insolvency

16.1

The Company:

(a)

is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986; and

(b)

has not stopped paying its debts as they fall due.

16.2

There are no attachments, executions or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief Laws, contemplated by or, so far as the Sellers are aware, pending or threatened against the US Subsidiary or any of its directors or officers, as the case may be. Without limiting the generality of the foregoing, none of the following have been done by, against or with respect to the US Subsidiary: (i) the commencement of a case under Title 11 of the U.S. Code as now constituted or hereafter amended, or under similar Law; (ii) the appointment of a trustee or receiver of any property interest; (iii) an assignment for the benefit of creditors; (iv) an attachment, execution or other judicial seizure of a substantial property interest; (v) the taking of, failure to take, or submission to, any action indicating an inability to meet its financial obligations as they accrue; or (vi) a dissolution or liquidation

16.3

No step has been taken by the Company or the US Subsidiary, and so far as the Sellers are aware no other person has taken any step in any applicable jurisdiction to initiate any process by or under which:

(a)

the ability of the creditors of the Company or the US Subsidiary, to take any action to enforce their debts is suspended, restricted or prevented; or

(b)

some or all of the creditors of the Company or the US Subsidiary accept, by agreement or in pursuance of a court order, an amount less than the sums owing to them in satisfaction of those sums with a view to preventing the dissolution of the Company or the US Subsidiary; or

(c)

a person is appointed to manage the affairs, business and assets of the Company or the US Subsidiary, on behalf of the Company or the US Subsidiary’s, creditors; or

(d)

the holder of a charge over all or any of the Company or the US Subsidiary’s assets is appointed to control the business and/or all or any assets of the Company or the US Subsidiary.

16.4

In relation to the Company:

(a)

no administrator has been appointed;

(b)

no documents have been filed with the court for the appointment of an administrator; and

(c)

no notice of an intention to appoint an administrator has been given by the Company, the US Subsidiary, any of their Directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986).

16.5

So far as the Sellers are aware, no process has been initiated which could lead to the Company or the US Subsidiary being dissolved and its assets being distributed among the relevant company’s creditors, shareholders or other contributors.

16.6

No distress, execution or other analogous process has been levied on any asset of the Company or the US Subsidiary

16.7

None of the Sellers have:

(a)

had a bankruptcy petition presented against him or been declared bankrupt; or

(b)

been served with a statutory demand, or is unable to pay any debts within the meaning of the Insolvency Act 1986; or

(c)

entered into, or has proposed to enter into, any composition or arrangement with, or for, his creditors (including an individual voluntary arrangement); or

(d)

been subject of any other event analogous to the foregoing in any jurisdiction.

17.

Assets

17.1

The Company is the full legal and beneficial owner of to all the assets included in the Accounts, and any assets acquired since the Accounts Date and all other assets used by the Company, except for those disposed of since the Accounts Date in the normal course of business.

17.2

None of the assets shown in the Accounts or acquired by the Company or the US Subsidiary since the Accounts Date or other assets used by the Company or the US Subsidiary is the subject of any lease, lease hire agreement, hire purchase agreement or agreement for payment on deferred terms or is the subject of any licence or factoring arrangement.

17.3

Either the Company or the US Subsidiary is in possession and control of all the assets included in the Accounts or acquired since the Accounts Date and all other assets used by the Company or the US Subsidiary, except for those Disclosed as being in the possession of a third party in the normal course of business.

17.4

None of the assets, undertaking or goodwill of the Company or the US Subsidiary is subject to an Encumbrance, or to any agreement or commitment to create an Encumbrance, and the Company has not received notice from any person claiming to be entitled to create such an Encumbrance.

18.

Condition of equipment

18.1

The equipment used in connection with the Business:

(a)

is in reasonable working order having regard to its age and useful life, and has been properly maintained; and

(b)

is capable of doing the work for which it was designed.

19.

Environment and health and safety

19.1

The definitions in this paragraph apply in this agreement.

CRC : the CRC Energy Efficiency Scheme established by the CRC Order.

CRC Order : the CRC Energy Efficiency Scheme Order 2010 (SI 2010/768) and the CRC Energy Efficiency Scheme Order 2013 (SI 2013/1119).

Environment : the natural and man-made environment including all or any of the following media: air (including air within buildings and other natural or man-

made structures above or below the ground), water, land, and any ecological systems and living organisms (including man) supported by those media.

EHS Laws : all applicable Laws to the extent that they relate to or apply to the Environment or to the health and safety of any person.

EHS Matters : all matters relating to:

(a)

pollution or contamination of the Environment;

(b)

the presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste;

(c)

the exposure of any person to Hazardous Substances or Waste;

(d)

the health and safety of any person, including any accidents, injuries, illnesses and diseases;

(e)

the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment; or

(f)

the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the Environment or any part of it.

EHS Permits : any permits, licences, consents, certificates, registrations, notifications or other authorisations required under any EHS Laws for the operation of the Business or in relation to any of the Properties.

Harm : harm to the Environment, and in the case of man, this includes harm caused to any of his senses or to his property.

Hazardous Substances : any material, substance or organism which, alone or in combination with others, is capable of causing Harm, including radioactive substances, materials containing asbestos and Japanese knotweed.

Waste : any waste, including any by-product of an industrial process and anything that is discarded, disposed of, spoiled, abandoned, unwanted or surplus, irrespective of whether it is capable of being recovered or recycled or has any value.

19.2

The Company and the US Subsidiary have obtained and complied at all times with all EHS Permits. All EHS Permits are in full force and effect, and the Company and the US Subsidiary have not received notice that any EHS Permit will be revoked, suspended, varied or not renewed (following application, as necessary).

19.3

The Company and the US Subsidiary have at all times operated in compliance with all EHS Laws in force from time to time (including relating to the CRC).

19.4

So far as the Sellers are aware, there are no Hazardous Substances at, on or under, nor have any Hazardous Substances been emitted, escaped or migrated from, any of the Properties.

19.5

So far as the Sellers are aware, there are, and have been, no landfills, underground storage tanks, or uncontained or unlined storage treatment or disposal areas for

Hazardous Substances or Waste (whether permitted by EHS Laws or otherwise) present or carried out at, on or under any of the Properties or within 200 metres of any of the Properties, and they are not aware that any such operations are proposed.

19.6

Neither the Company nor the US Subsidiary has ever been required to hold, nor have ever applied for, a waste disposal licence, a waste management licence or an environmental permit for waste operations under any EHS Laws.

19.7

There have been no claims, investigations, prosecutions or other proceedings against or, so far as the Sellers are aware, threatened against the Sellers, the Company, the US Subsidiary or any of their respective directors, officers or employees in respect of Harm arising from the operation of the Business or occupation of any of the Properties or for any breach or alleged breach of any EHS Permits or EHS Laws and, so far as the Sellers are aware, there are no facts or circumstances that may lead to any such claims, investigations, prosecutions or other proceedings.

19.8

Neither the Sellers, the Company nor the US Subsidiary has received any enforcement, prohibition, stop, remediation, improvement or any other notice from, or been subject to any civil sanction imposed by, any enforcement authority, including (but not limited to) the Environment Agency, Natural Resources Wales, the Health and Safety Executive or the relevant local authority, with regard to any EHS Matters or any breach of EHS Laws in respect of the Business, the Company, the US Subsidiary or any of the Properties.

19.9

Copies of all:

(a)

current EHS Permits;

(b)

environmental and health and safety policy statements;

(c)

reports in respect of environmental and health and safety audits, investigations or other assessments;

(d)

registrations, reports and evidence packs required to be submitted or kept by the CRC Order;

(e)

anonymised records of accidents, illnesses and reportable diseases;

(f)

assessments of substances hazardous to health;

(g)

correspondence on EHS Matters between the Company or the US Subsidiary and any relevant enforcement authority; and

(h)

copies or details of all Waste disposal contracts,

relating to the Business or any of the Properties have been Disclosed.

19.10

Neither the Company nor the US Subsidiary has received notice of any actual or potential liability under any EHS Laws by reason of it having owned, occupied or used any Previously-owned Land and Buildings.

19.11

Neither the Company nor the US Subsidiary has given or received any warranties or indemnities or entered into any other agreement in respect of any liabilities, duties or obligations that arise under EHS Laws.

20.

Intellectual property

20.1

The definition in this paragraph applies in this Agreement.

Intellectual Property Rights: all rights in intellectual property of any type throughout the world, including, but not limited to: (i) patents, patent applications and statutory registrations, including, but not limited to, continuations, continuations-in-part, divisions, provisional and non-provisional applications, re-examinations, reissues and extensions; (ii) all copyrights, whether registered or at common law, and registrations and applications for registration thereof, including the right to make derivative works and all other associated rights that a copyright owner possesses, including rights in computer software; (ii) trademarks and service marks, trade names, logos, business names, and other indicia of source of origin, whether or not registered, including all common law rights thereto and all goodwill associated therewith, and registrations and applications for registration thereof, and domain names, (iv) trade secrets, proprietary know-how, technical, business and other information, such as design processes and methods, design materials, algorithms and customer lists, in each case whether registered or unregistered and including all applications and rights to apply for and be granted any of the same and including renewals or extensions thereof, and rights to claim priority therefrom, and all similar or equivalent rights or forms of protection which subsist in any part of the world; (iv) the right and power to assert, defend and recover title to any of the foregoing; and (v) all rights to assert, defend and recover for any past or present infringement, misuse, misappropriation, impairment, unauthorized use or other violation of any of the foregoing.

20.2

Brief particulars are set out in Part 1 of Schedule 6 of all material registered Intellectual Property Rights owned by the Company and the US Subsidiary. The Company and the US Subsidiary do not own any other registration for registered Intellectual Property Rights that are required to be listed in Part 1 of Schedule 6.

20.3

Brief particulars are set out in Part 2 of Schedule 6 of all material registered Intellectual Property Rights owned by a third party and used, licensed to or held for use by the Company or the US Subsidiary, excluding only any Intellectual Property Rights in the IT System or under any IT Contracts.

20.4

Brief particulars are set out in Part 3 of Schedule 6 of all material unregistered Intellectual Property Rights owned by the Company and the US Subsidiary, including a description of the right, the date when the right first accrued and the owner of such rights.

20.5

Brief particulars are set out in Part 4 of Schedule 6 of all material unregistered Intellectual Property Rights (excluding non-bespoke “off-the-shelf” software which is available for licence on the licensor’s standard commercial licence terms and related configuration information provided that the software is not incorporated in the Company or the US Subsidiary’s products), and any open source software incorporated in the Company or the US Subsidiary’s products, all owned by a third party and used, licensed or held for use by the Company or the US Subsidiary, and

excluding any Intellectual Property Rights in the IT System or under any IT Contracts.

20.6

Brief particulars are set out in Part 5 of Schedule 6 of all material licences, agreements, authorisations and permissions (in whatever form and whether express or implied) under which the Company or the US Subsidiary has licensed, sublicensed, or agreed to license or sublicense Intellectual Property Rights identified in Part 2, Part 3 or Part 4 of Schedule 6 to, or otherwise permitted the use of any such Intellectual Property Rights by, any third party.

20.7

The Company or the US Subsidiary is the sole legal and beneficial owner of (or applicant for) the Intellectual Property Rights set out in Part 1 and Part 3 of Schedule 6, free from all Encumbrances, save only as Disclosed and subject to the licences, agreements, authorisations and permissions set out in Part 6 of Schedule 6.

20.8

Neither the Company nor the US Subsidiary require any material Intellectual Property Rights other than those set out in Part 1, Part 2, Part 3 and Part 4 of Schedule 6 (or as required under the IT System and IT Contracts) in order to carry on its activities.

20.9

In relation to the Intellectual Property Rights set out in Part 1 and Part 3 of Schedule 6 are valid, subsisting and enforceable, and, so far as the Sellers are aware, nothing has been done or not been done as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable and, in particular, and so far as the Sellers are aware:

(a)

all application and renewal fees and other steps required for the maintenance or protection of such rights have been paid on time or taken;

(b)

all confidential information (including know-how and trade secrets) owned or used by the Company has been kept confidential and has not been disclosed to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are Disclosed);

(c)

no mark, trade name or domain name identical or similar to any mark, trade name or domain name listed in Part 1 or Part 3 of Schedule 6 has been registered, or is being used by any person in the same or a similar business to that of the Company or the US Subsidiary, in any country in which the Company or the US Subsidiary has registered or is using its mark, trade name or domain name;

(d)

there are and have been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of any Intellectual Property Rights set out in Part 1 or Part 3 of Schedule 6;

(e)

all employees or subcontractors of the Company have signed agreements obligating them to protect the confidential information of Company, and assigning their interests in any Intellectual Property Rights created for the Company or the US Subsidiary to the Company.

20.10

As far as Sellers are aware, there has been no infringement by any third party of any of the Intellectual Property Rights set out in part 1 and Part 3 of Schedule 6, and the

Company and the US Subsidiary have not made or threatened any claim against any third party asserting any unauthorized use or disclosure, infringement, misappropriation or other violation of any of the Company’s Intellectual Property Rights set out in Part 1 and Part 3 of Schedule 6.

20.11

No Intellectual Property Rights have been deposited by the Company or the US Subsidiary with any software escrow agents.

20.12

So far as the Sellers are aware, each of the agreements and licences set out in Part 2 and Part 4 of Schedule 6:

(a)

is valid and binding on the parties thereto;

(b)

has not been the subject of any breach or default by any party or the subject of any event which, with the giving of notice or lapse of time, could constitute such a breach or default;

(c)

is not the subject of any claim, dispute or proceeding, pending or threatened.

20.13

So far as the Sellers are aware:

(a)

the Company and/or the US Subsidiary has/have the necessary permissions to use, exploit and/or sublicense the Intellectual Property Rights set out in Part 2 and Part 4 of Schedule 6;

(b)

there are and have been no claims, challenges, disputes or proceedings against the Company or the US Subsidiary pending or threatened, in relation to the ownership, validity or use of any Intellectual Property Rights set out in Part 2 and Part 4 of Schedule 6 which might have a material effect on the use of such Intellectual Property Rights by the Company or the US Subsidiary under and pursuant to any of the licenses, agreements, authorisations or permissions set out in Part 2 and Part 4 of Schedule 6.

20.14

Except as set forth in Part 6 of Schedule 6, Company and the US Subsidiary are not bound by any agreement that in any way limits or restricts the ability of Company or its US Subsidiary to use, exploit, license or sublicense (whether or not through multiple tiers of sublicenses) any Intellectual Property Rights set out in Part 1 and Part 3 of Schedule 6

20.15

The activities of the Company and the US Subsidiary:

(a)

have not infringed and do not infringe the Intellectual Property Rights of any third party;

(b)

have not constituted and do not constitute any breach of confidence, passing off or actionable act of unfair competition;

(c)

have not given and do not give rise to any obligation to pay any royalty, fee, compensation or any other sum whatsoever; and

(d)

there has been no claim made or threatened by any third party against Company or the US Subsidiary (and neither the Company nor the US Subsidiary has been a party to any action including such a claim) asserting any unauthorized use or

disclosure, infringement, misappropriation or other violation of any third party Intellectual Property Rights.

21.

Information technology

21.1

The definitions in this paragraph apply in this Agreement.

IT System: all computer hardware (including network and telecommunications equipment) and software (including associated preparatory materials, user manuals and other related documentation) owned, used, leased or licensed by or to the Company or the US Subsidiary excluding only (i) any software created by the Company or the US Subsidiary; (ii) non-bespoke “off-the-shelf” software which is available for licence on the licensor’s standard commercial licence terms; and (iii) any other material software incorporated in any products created, developed, manufactured or supplied by the Company or the US Subsidiary, all of which software is identified in Schedules 6 and 7.

IT Contracts: all arrangements and agreements under which any third party (including without limitation any source code deposit agents) provides any material element of, or services relating to, the IT System, including leasing, hire purchase, licensing, maintenance and services agreements.

21.2

Brief particulars of the IT System and all IT Contracts are set out in Schedule 7.

21.3

Save to the extent provided in the IT Contracts, the Company or the US Subsidiary is the owner of the IT System free from Encumbrances.

21.4

So far as the Sellers are aware, the IT Contracts are valid and binding and no act or omission has occurred which would, if necessary with the giving of notice or lapse of time, constitute a breach of any such IT Contract.

21.5

There are and have been no claims, disputes or proceedings arising or threatened against the Company and/or the US Subsidiary under any IT Contracts.

21.6

The Company or the US Subsidiary has either (i) possession or control of the source code of all software in the IT System, or (ii) has the right to gain access to such code under the terms of source code deposit agreements with the owners of the rights in the relevant software and reputable deposit agents (particulars of which are set out in Schedule 7).

21.7

So far as the Sellers are aware, the elements of the IT System:

(a)

are not materially defective in any respect and have not been materially defective or materially failed to function during the last two years;

(b)

have industry-standard antivirus software that is updated regularly and require user authentication before access;

(c)

have sufficient capacity and performance to meet the current business requirements of the Company or the US Subsidiary;

(d)

have been regularly maintained and the IT System has the benefit of those maintenance and support agreements, brief particulars of which are set out in Schedule 7.

21.8

The Disclosure Letter contains brief details of the procedures of the Company and the US Subsidiary for ensuring the security of the IT System.

21.9

The Disclosure Letter contains brief details of the disaster recovery plan in relation to the IT System of the Company and the US Subsidiary, and the plan is in effect and all of its components have been put in place and are executable.

22.

Data protection

22.1

The Disclosure Letter contains details of the registrations of the Company nor the US Subsidiary pursuant to the Data Protection Act 1998.

22.2

No personal data have been transferred outside the European Economic Area.

22.3

The Company and the US Subsidiary have complied in all respects with the Data Protection Act 1998 and has established the procedures necessary to ensure continued compliance with such legislation.

22.4

The Company and the US Subsidiary have complied with the requirements of the seventh principle of the Data Protection Act 1998 in respect of any processing of data carried out by a data processor on behalf of the Company or the US Subsidiary, including by entering into a written contract with the data processor (copies of which are Disclosed).

22.5

Neither the Company nor the US Subsidiary has received any:

(a)

notice or complaint under the Data Protection Act 1998 alleging non-compliance with such Act (including any information or enforcement notice, or any transfer prohibition notice); or

(b)

claim for compensation for loss or unauthorised disclosure of data; or

(c)

notification of an application for rectification or erasure of personal data,

and the Sellers are not aware of any circumstances which may give rise to the giving of any such notice or the making of any such notification.

22.6

The Company and the US Subsidiary have complied with its obligations under the Privacy and Electronic Communications (EC Directive) Regulations 2003 in respect of the use of electronic communications (including e-mail, text messaging, fax machines, automated calling systems and non-automated telephone calls) for direct marketing purposes.

23.

Employment

23.1

The definitions in this paragraph apply in this agreement.

Employment Legislation : legislation applying in the United Kingdom or Germany affecting contractual and other employment relations between employers and their employees or workers including, but not limited to, any legislation and any amendment, extension or re-enactment of such legislation and/or legal obligations arising under European treaty provisions or directives enforceable against the Company by any Employee or Worker.

Employee : any person employed by the Company under a contract of employment.

Worker: any person who personally performs work for the Company but who is not in business on their own account or in a client/customer relationship with the Company.

23.2

The name of each person who is a Director is set out in Schedule 2.

23.3

The Disclosure Letter includes anonymised details of all Directors, Employees and Workers as follows and the principal terms of their contract including:

(a)

the Company which employs or engages them;

(b)

their remuneration (including any benefits or insurances which the Company is legally bound to provide to them or their dependants, whether now or in the future);

(c)

the commencement date of the current contract and, if an Employee, the date on which their continuous service began;

(d)

the length of notice necessary to terminate each contract or, if a fixed term, the expiry date of the fixed term (and details of any previous renewals);

(e)

the type of contract (whether full or part-time or other);

(f)

their job title;

(g)

their standard hours of work;

(h)

their date of birth;

(i)

their normal place of work; and

(j)

the law governing their employment contract.

23.4

The Disclosure Letter also includes anonymised details of all persons who are not Employees or Workers and who are providing services to the Company (including, in particular, where the individual acts as a consultant or is on secondment from an employer which is not the Company) and the particulars of the terms on which the individual provides services, including:

(a)

the entity which engages them;

(b)

the fee paid in respect of the service provision (including any benefits or insurance provided directly by the Company);

(c)

the length of notice necessary to terminate each agreement or, if a fixed term, the expiry date of the fixed term and details of any previous renewals;

(d)

any country in which the individual provides services, if the individual provides services wholly or mainly outside the United Kingdom; and

(e)

the law governing the agreement, if the individual provides services wholly or mainly outside the United Kingdom.

23.5

The Disclosure Letter includes anonymised details of all Employees and Workers of the Company who are on secondment, maternity, paternity, parental or adoption leave, sabbatical or ill health leave or any other leave or who have otherwise been absent for any reason for over three months.

23.6

So far as the Sellers are aware, no notice to terminate the contract of employment of any Employee or Worker of the Company (whether given by the Company or by the Employee or Worker) is pending, outstanding or threatened and no dispute under any Employment Legislation or otherwise is outstanding between:

(a)

the Company and any of its current or former Employees relating to their employment, its termination and any reference given by the Company regarding them; or

(b)

the Company and any of its current or former Workers relating to their contract, its termination and any reference given by the Company regarding them.

23.7

No statutory questionnaire or similar request has been served on the Company by an Employee or Worker under any Employment Legislation which remains unanswered in full or in part.

23.8

Every Employee or Worker of the Company who requires permission to work in the country in which they are employed or engaged has current and appropriate permission to work in that country.

23.9

No offer of employment or engagement has been made by the Company that has not yet been accepted, or which has been accepted but where the employment or engagement has not yet started.

23.10

Save as provided for elsewhere in this agreement, the acquisition of the Sale Shares by the Buyer and compliance with the terms of this Agreement will not entitle any Directors, officers, Employees or Workers of the Company to terminate their employment or receive any payment or other benefit or treat himself as being released from any obligation nor so far as the Sellers are aware are there any facts which suggest that any current Director, Employee or Consultant is likely to leave his office or employment or engagement as a result within the 12 months following Completion.

23.11

All contracts between the Company and its Employees and Workers are terminable at any time on not more than three months’ notice without compensation (other than for unfair dismissal, a statutory redundancy payment or a payment-in-lieu-of-notice) or any liability on the part of the Company other than accrued wages, benefits, commission, pension or holiday pay.

23.12

All agreements entered into by the Company with agencies or other organisations to engage temporary or permanent Workers will terminate prior to Completion with no liability on the Company to make any payment or provide any compensation as a consequence.

23.13

All contracts between the Company and its Directors comply with any relevant requirements of section 188 of the Companies Act 2006.

23.14

The Company is not a party to, bound by or proposing to introduce in respect of any of its Directors, Employees or Workers any redundancy payment scheme in addition to statutory redundancy pay, and there is no pre-agreed procedure for redundancy selection.

23.15

The Disclosure Letter includes full particulars of any incentive scheme (including, without limitation, any share option arrangement, commission, profit sharing or bonus scheme) which the Company is a party to, bound by or proposing to introduce, in respect of its Directors, Employees or Workers.

23.16

The Disclosure Letter lists all Employees whose employment was terminated and consultants whose contracts were terminated in the 6 months ending on the date of this agreement, the reason for termination and any payments made to the Employees or consultants on or in connection with termination.

23.17

The Company has no outstanding liability in connection with any termination of employment of its Employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any Employee.

23.18

The Company has not incurred any actual or contingent liability for failure to provide information or to consult with Employees under any Employment Legislation, and as far as Sellers are aware, there is nothing likely to give rise to such a dispute or claim.

23.19

The Company has not made or agreed to make a payment or agreed to provide a benefit to a present or former Director, Employee or Worker or their dependants in connection with the actual or proposed termination of employment or variation of an employment contract in the six months prior to Completion.

23.20

The Company is not currently involved in any material industrial or trade dispute or negotiation regarding a claim with any trade union, group or organisation of employees or their representatives representing Employees or Workers and as far as Sellers are aware, there is nothing likely to give rise to such a dispute or claim.

23.21

No data subject access requests made to the Company pursuant to the Data Protection Act 1998 or, so far as the Sellers are aware, pursuant to the Federal Data Protection Act ( Bundesdatenschutzgesetz ) by Employees or Workers are outstanding and, so far as the Sellers are aware, the Company has complied with the provisions of data protection legislation in respect of personal data held or processed by it relating to their respective Employees, Workers, and former Employees and Workers.

23.22

The Company has not transferred or agreed to transfer any Employee or Worker from working for the Company or induced any Employee or Worker to resign their employment with the Company in the six months prior to Completion.

23.23

Within the period of one year preceding the date of this agreement the Company has not been a party to any relevant transfer as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006 (the “ Regulations ”) nor so far as the Sellers are aware has the Company failed to comply with any duty to inform and consult any appropriate representative under the Regulations or failed to comply with its duty under Regulation 11 of the Regulations.

23.24

There are no sums owing to or from any Employee or Worker other than reimbursement of expenses, wages and benefits for the current salary period and holiday pay for the current holiday year.

23.25

Since the Accounts Date the Company has not offered, promised or agreed to any future variation in the contract of any Employee or Worker or made any material change in the rate or basis of remuneration, fees or the pension or other benefits paid to or provided for any current Director, Employee or Worker and no changes are due to be considered.

23.26

In the twelve months prior to Completion, the Company has not received an application for recognition nor entered into any union membership, security of employment, redundancy, recognition or other collective agreement with a trade union (whether recognised or unrecognised), association of trade unions, works council, staff association or other organisation or body of Employees, nor so far as the Sellers are aware has the Company done any act which might be construed as recognition, nor has the Company in respect of any Employee entered into any agreement with any trade union or other employee body representing employees concerning the introduction of new equipment or technology.

23.27

The Sellers have provided to the Buyer prior to the Completion Date complete:

(a)

anonymised copies of all contracts, handbooks and policies which apply to any of the Employees and Workers;

(b)

copies of all agreements or arrangements with any trade union, employee representative or body of employees or their representatives and details of any such unwritten agreements or arrangements which may affect any Employee or Worker.

23.28

So far as the Sellers are aware, in respect of each Employee and Worker, the Company has:

(a)

performed all legal obligations and duties it is required to perform (and settled all outstanding claims), where legally binding and whether arising under contract, statute, at common law or in equity or under any treaties including the EC Treaty or the Treaty on the Functioning of the European Union or Laws of the European Union or otherwise;

(b)

complied with the terms of any relevant agreement or arrangement with any trade union, employee representative or body of employees or their representatives;

(c)

maintained adequate, suitable and up to date records.

23.29

No Employee is subject to a current disciplinary warning or procedure, or so far as the Sellers are aware is about to be subject to any such warning or procedure.

23.30

The Sellers are not aware of any fact or matter affecting any Employee which might reasonably be considered grounds for dismissal or for a written warning that the continuation of any conduct or behaviour might lead to dismissal and no such warning has been given to any Employee

23.31

There are no outstanding loans or notional loans to any Director or former Director, or any Employee or Worker (or any of their nominees or associates) made or arranged by the Company.

23.32

No employment-related securities or securities options (as defined in Part 7 of ITEPA 2003) (including, without limitation, shares in the Company and options over them) have been issued, granted or transferred by any person in connection with any current, former or proposed employment or office with the Company.

23.33

There are no securities, options over securities or interests in securities (other than those securities or options referred to in paragraph 22.32 above) in respect of which the Company may have to account for income tax or national insurance contributions liabilities issued, granted or transferred to any current or former director, Employee or Worker.

23.34

There are no employee benefit trusts, family benefit trusts or similar arrangements under which any current or former Director, Employee or Worker or any of their nominees or associates may benefit in any form.

24.

Property

24.1

The definitions in this paragraph apply in this agreement.

Current Use : the use for the Properties as set out in Schedule 8.

Lease: the lease under which a Leasehold Property is held.

Leasehold Properties: the Leasehold Properties set out in Schedule 8 and Leasehold Property means any one of them or part or parts of any one of them.

Previously-owned Land and Buildings : land and buildings that have, at any time before the date of this Agreement, been owned (under whatever tenure) and/or occupied and/or used by the Company, but which are no longer owned, occupied or used by the Company or the US Subsidiary.

Properties : the leasehold premises occupied by the Company or the US Subsidiary as set out in Schedule 8 and “ Property ” shall mean any of them.

24.2

The particulars of the Properties set out in Schedule 8 are true, complete and accurate.

24.3

The Properties are the only land and buildings owned, used or occupied by the Company and the US Subsidiary.

24.4

Neither the Company nor the US Subsidiary has any right of ownership, right of use, option, right of first refusal or contractual obligation to purchase, or any other legal or equitable right, estate or interest in, or affecting, any land or buildings other than the Properties.

24.5

Neither the Company nor the US Subsidiary (nor any other company that has at any time been a subsidiary of the Company) has any actual or contingent liability in respect of Previously-owned Land and Buildings.

24.6

Neither the Company nor the US Subsidiary (nor any other company that has at any time been a subsidiary of the Company) has given any guarantee or indemnity for any liability relating to any of the Properties, any Previously-owned Land and Buildings or any other land or buildings.

24.7

All written replies to written enquiries given by or on behalf of the Seller, the Company, any Subsidiary or any other member of the Seller’s Group, in relation to the Properties, and all written replies given in response to any written enquiries raised by or on behalf of the Buyer in relation to the Properties were true and accurate at the date they were given, and would still be true and accurate if the replies were instead being given on the date of this Agreement.

24.8

The Company or the Subsidiary identified as the proprietor in Schedule 8 is solely legally and beneficially entitled to each of the Properties.

24.9

The Company or the Subsidiary identified as the proprietor in Schedule 8 is in possession and actual occupation of the whole of each of the Properties on an exclusive basis, and no right of occupation or enjoyment has been acquired or is in the course of being acquired by any third party, or has been granted or agreed to be granted to any third party.

24.10

The Seller has in its possession and control and has Disclosed:

(a)

copies of all the title deeds and documents necessary to prove title to the Properties; and

(b)

in relation to each Lease:

(i)

evidence of the reversioner’s title to the Lease;

(ii)

all consents required under the Lease;

(iii)

copies of all assignments of the Lease; and

(iv)

evidence of the current annual rent payable under the Lease.

24.11

The original of each Lease will be delivered to the Buyer on Completion and, in the case of each of the Leases of the UK Property, will be accompanied by the proper stamp duty land tax return, where required.

24.12

There is no circumstance that could render any transaction affecting the title of the Company or the US Subsidiary to any of the Properties liable to be set aside under the Insolvency Act 1986.

24.13

No written notice in relation to each of the Properties has been received nor is expected to be received which (with or without taking other action) would entitle any third party to take possession of all or any part of any of the Properties, or which would in any other way affect or restrict the continued possession, enjoyment or use of any of the Properties.

24.14

There are no insurance policies effected by the Company or the US Subsidiary relating to any issue of title affecting any of the Properties.

24.15

There are, appurtenant to each of the Properties, all rights and easements necessary for their Current Use and enjoyment (without restriction as to time or otherwise).

24.16

There are no development works, redevelopment works or fitting-out works outstanding in respect of any of the Properties.

24.17

The unexpired residue of the term granted by each Lease is vested in the Company or a Subsidiary and is valid and subsisting against all persons, including any person in whom any superior estate or interest is vested.

24.18

In relation to each Lease, the Company and the US Subsidiary has and, so far as the Sellers are aware, the landlord of each Lease has observed and performed in all material respects all covenants, restrictions, stipulations and other encumbrances and there has not been (expressly or impliedly) any waiver of or acquiescence to any breach of them.

24.19

In relation to each Lease, all principal rent and additional rent and all other sums payable by the Company or the US Subsidiary under each Lease (Lease Sums) have been paid as and when they became due and no Lease Sums have been:

(a)

set off or withheld; or

(b)

commuted, waived or paid in advance of the due date for payment.

24.20

No collateral assurances, undertakings or concessions have been made by any party to any Lease.

24.21

No premium or principal rent has been taken or accepted from or agreed with the Company or the US Subsidiary under any Lease beyond what is legally permitted.

24.22

Any consents (if required) for the grant of each Lease and for any assignment of each Lease have been obtained and placed with the documents of title along with evidence of the registration of grant where required.

24.23

The Properties are free from:

(a)

any mortgage, debenture, charge (whether legal or equitable and whether fixed or floating), rent charge, lien or other right in the nature of security; and

(b)

any agreement for sale, estate contract, option, right of pre-emption or right of first refusal,

(c)

and there is no agreement or commitment to give or create any of them.

24.24

The Properties are not subject to the payment of any outgoings other than non-domestic local business rates and water and sewerage charges (and, in the case of the Leasehold Properties, principal rent, insurance premiums and service charges) and all outgoings have been paid when due and none is disputed.

24.25

No written notices, complaints or requirements have been issued or made (whether formally or informally) by any competent authority or undertaking exercising statutory or delegated powers in relation to any of the Properties, the Current Use of the Properties or any machinery, plant or equipment in them.

24.26

No dispute exists between the Company or the US Subsidiary and the owner or occupier of any other premises adjacent to or neighbouring the Properties, and the Sellers do not expect, and is not aware of, any circumstances that may give rise to any such dispute after the date of this Agreement.

25.

Accounts

25.1

The Accounts and the Completion Accounts have been prepared in accordance with accounting standards, policies, principles and practices generally accepted in the UK and in accordance with the applicable Law and regulation of that jurisdiction.

25.2

The Accounts and the Completion Accounts:

(a)

make proper provision for all bad and doubtful debts, obsolete or slow-moving stocks and for depreciation on fixed assets;

(b)

do not overstate the value of current or fixed assets by an aggregate amount of more than £10,000 (in which case the whole amount (and not just the amount by which the £10,000 is exceeded) shall be capable of being included in any Warranty claim brought by the Buyer); and

(c)

do not understate any liabilities (whether actual or contingent) by an aggregate amount of more than £10,000 (in which case the whole amount (and not just the amount by which the £10,000 is exceeded) shall be capable of being included in any Warranty claim brought by the Buyer)

25.3

The Accounts give a true and fair view of the state of affairs of the Company as at the Accounts Date and of the profit or loss of the Company, for the period ended on that date.

25.4

The Accounts and the Completion Accounts do not overstate the profits of the Company in respect of the period up to which it relates by an aggregate amount of more than £10,000 (in which case the whole amount (and not just the amount by which the £10,000 is exceeded) shall be capable of being included in any Warranty claim brought by the Buyer).

25.5

The Accounts and the Completion Accounts contain either provision adequate to cover, or particulars in notes of, all Taxation (including deferred Taxation) and other known liabilities (whether quantified, contingent, disputed or otherwise) of the Company in respect of which provision is required to be made in accordance with UK GAAP as at the Accounts Date (in relation to the Accounts) and the Completion Accounts Date (in relation to the Completion Accounts).

25.6

As at the Accounts Date and the Completion Accounts Date, the level of debtors had not been influenced in any respect by calling in debtors in advance of the usual debtor days and the level of creditors had not been influenced in any respect by paying creditors outside the usual creditor days. The Accounts and the Completion Accounts are not affected by any unusual or non-recurring items save as stated therein.

25.7

The Accounts have been filed in accordance with the requirements of all applicable Laws and regulations.

25.8

The Accounts and the Completion Accounts have been prepared on a basis consistent with the audited accounts of, the Company, for the two prior accounting periods without any change in accounting policies used.

25.9

Having regard to the purpose for which they are prepared, the Management Accounts have been prepared on a basis consistent with that employed preparing the Accounts and fairly represent the assets and liabilities and the profits and losses, or income and expenditure of the Company as at and to the date for which they have been prepared.

25.10

There are no legal restrictions or limitations on any cash held by the Company or its Subsidiaries which would restrict its use or distribution.

26.

Financial records

26.1

All financial records of the Company and the US Subsidiary required by Law to be maintained:

(a)

have been properly prepared and maintained;

(b)

constitute an accurate record of all matters required by Law to appear in them;

(c)

do not contain any material inaccuracies or discrepancies; and

(d)

are in the possession of the Company or the US Subsidiary.

26.2

No notice has been received by the Company or the US Subsidiary that any of those records are incorrect or should be rectified.

26.3

All deeds and documents belonging to the Company and the US Subsidiary are in the possession of the Company or the US Subsidiary (as the case may be).

27.

Changes since accounts date

27.1

Since the Accounts Date:

(a)

the Company and the US Subsidiary has conducted its business in the normal course and as a going concern;

(b)

there has been no material adverse change in the turnover, financial position or prospects of the Company or the US Subsidiary;

(c)

Neither the Company nor the US Subsidiary has issued or agreed to issue any share or loan capital;

(d)

Neither the Company nor the US Subsidiary has incurred any liabilities, save as Disclosed in the Accounts or the Management Accounts or incurred in the ordinary and proper course of business;

(e)

no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company or the US Subsidiary;

(f)

Neither the Company nor the US Subsidiary has borrowed or raised any money or taken any form of financial security and no capital expenditure has been incurred on any individual item by the Company or the US Subsidiary in excess of £10,000 and Neither the Company nor the US Subsidiary has acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item by the Company or the US Subsidiary in excess of £10,000;

(g)

no shareholder resolutions of the Company or the US Subsidiary have been passed other than as routine business at the annual general meeting;

(h)

there has been no abnormal increase or reduction of stock-in-trade;

(i)

none of the stock-in-trade reflected in the Accounts has realised an amount less than the value placed on it in the Accounts;

(j)

neither the Company nor the US Subsidiary has offered price reductions or discounts or allowances on sales of stock-in-trade, or sold stock-in- trade at less than cost price; and

(k)

the Company and the US Subsidiary has paid its creditors within the applicable periods agreed with the relevant creditor and there are no amounts owing by the Company or any of the Subsidiaries which have been overdue for more than 60 days.

28.

Effect of sale on sale shares

28.1

Neither the acquisition of the Sale Shares by the Buyer nor compliance with the terms of this Agreement will:

(a)

cause the Company or the US Subsidiary to lose the benefit of any right or privilege it presently enjoys; or

(b)

relieve any person of any obligation to the Company or the US Subsidiary (whether contractual or otherwise), or enable any person to determine any such obligation or any right or benefit enjoyed by the Company or the US Subsidiary, or to exercise any right in respect of the Company or the US Subsidiary; or

(c)

give rise to, or cause to become exercisable, any right of pre-emption over the Sale Shares or the issued share capital in the US Subsidiary; or

(d)

entitle any person to receive from the Company or the US Subsidiary any finder’s fee, brokerage or other commission in connection with the purchase of the Sale Shares by the Buyer; or

(e)

entitle any customer or supplier to cease dealing with the Company or the US Subsidiary or to reduce substantially its existing level of business or to change the terms on which it deals with the Company the US Subsidiary; or

(f)

so far as the Sellers are aware, result in any officer or senior Employee leaving the Company or the US Subsidiary; or

(g)

constitute a breach of contract, Law, regulation, order, judgment, injunction, undertaking, decree or other like imposition by the Sellers, the Company or the US Subsidiary; or

(h)

constitute the loss or impairment of or any default under any licence, authorisation or consent required by the Company or the US Subsidiary for the purposes of its business; or

(i)

cause the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of the Company or the US Subsidiary; or

(j)

cause any present or future indebtedness of the Company or the US Subsidiary to become due and payable, or capable of being declared due and payable, prior to its stated maturity date; or

(k)

entitle any person to acquire, or affect the entitlement of any person to acquire shares in the Company or the US Subsidiary.

29.

Retirement benefits

Pension Scheme: the defined contribution personal pension scheme operated by Aviva with policy number TK064945 on behalf of the Company.

29.1

Save for the Pension Scheme and for the auto-enrolment obligations detailed in paragraph 29.4, the Company does not have (nor may it have) so far as the Sellers are aware any liability or obligation to provide, contribute towards or meet expenses in relation to any pension, lump sum, death, ill-health, disability or accident benefits ( Relevant Benefits ) in respect of its current or former officers or employees ( Pensionable Employees ) and no proposal or announcement has been made to any Employee or Director about the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any Relevant Benefits.

29.2

All contributions paid or remitted by the Company to the Pension Scheme have been paid or remitted in accordance with statutory requirements.

29.3

All material documentation relating to the Pension Scheme has been Disclosed.

29.4

The Company has complied with its automatic enrolment obligations as required by the Pensions Act 2008 and associated legislation. Details of this compliance are set out in the Disclosure Letter, including any documents relating to the Company’s staging date, copies of any correspondence between the Company and the Pensions Regulator regarding auto-enrolment, copies of any records kept in accordance with regulations 5 to 8 of the Employers’ Duties (Registration and Compliance) Regulations 2010 in respect of the Employees and details of any Employees who have opted out and copies of any opt-out letters in respect of those Employees.

29.5

No notices, fines, or other sanctions have been issued by the Pensions Regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the Pension Regulator in respect of the Company.

29.6

So far as the Sellers are aware, the Company has not discriminated against any Pensionable Employee on any grounds in providing any Relevant Benefits.

29.7

No claims or complaints have been made, or so far as the Sellers are aware, are pending or threatened in respect of the provision of (or failure to provide) any Relevant Benefits by the Company in relation to any of the Pensionable Employees and as far as Sellers are aware, there is no fact or circumstance likely to give rise to such claims or complaints.

29.8

So far as the Sellers are aware, neither the Company nor any person who is an “associate” of or “connected” with it (as defined in the Insolvency Act 1986) has, at any time since 19 December 1996, contributed towards, participated in or had employees who participated in, an occupational pension scheme to which section 75 of the Pensions Act 1995 applies, has applied or can apply.

29.9

No one has been employed by the Company as a result of a “relevant transfer” (for the purposes of either the Transfer of Undertakings (Protection of Employment) Regulations 1981 (before those Regulations were revoked) or the Transfer of Undertakings (Protection of Employment) Regulations 2006 which has or might have resulted in the continuation of any rights or obligations in relation to or connected with any defined benefit pension scheme.

30.

The US Subsidiary

30.1

At the date of this agreement, the US Subsidiary has not carried on any business, has no assets liabilities or Indebtedness, has no employees and is not a party to any contracts, except in relation to the US Lease.

Part 2. Tax warranties

GENERAL

1.1

Provision or reserve has been made in the Accounts in accordance with generally accepted accounting principles for all Taxation for which the Company is accountable (whether primarily or otherwise) in respect of all income, profits or gains earned, accrued or received on or before the Accounts Date or deemed to have been or treated as earned, accrued or received for Taxation purposes on or before the Accounts Date and/or in respect of any event occurring or deemed to have occurred on or before the Accounts Date, including distributions made on or before the Accounts Date or provided for in the Accounts.

1.2

Provision has been made in the Accounts for deferred Taxation in relation to the Company in accordance with generally accepted accounting principles.

1.3

Neither the execution nor completion of this agreement, nor any other event since the Accounts Date, will result in any chargeable asset being deemed to have been disposed of and re-acquired by any member of the Company’s Group for Tax purposes or to the clawback of any relief previously given.

PAYMENT OF TAX

2.1

Each member of the Company’s Group has properly paid all Taxation (whether of the UK or elsewhere) prior to Completion which it has become liable to pay prior to Completion and it has never paid or become liable to pay, nor are there any

circumstances which may cause it to become liable to pay, any penalty, fine, surcharge or interest in connection with Taxation.

2.2

All Taxation and national insurance contributions and other similar payments that are deductible and payable under the PAYE system and/or any other Taxation Statute has, so far as is required to be deducted, been deducted from all payments made (or treated as made) by any member of the Company’s Group. All amounts due to be paid to the relevant Tax Authority on or before to the date of this agreement have been so paid by the due date, including, without limitation, all Tax chargeable on benefits provided for directors, employees or former employees of any member of the Company’s Group or any persons required to be treated as such.

COMPLIANCE

3.1

Each member of the Company’s Group has made all returns, claims for relief, applications, notifications, computations, reports, accounts, statements, registrations and assessments (whether physically in existence or electronically stored) (“ Returns ”) it is required by Law to make. All Returns have been properly submitted by the relevant Company within any relevant time limits to each relevant Taxation Authority and the Returns give full disclosure of all material facts and circumstances and are not likely to be the subject of any question or dispute with any Taxation Authority.

3.2

Each member of the Company’s Group has prepared, kept and preserved records it is required to keep in relation to Taxation to enable it to make and complete returns for Taxation purposes and to calculate the liability to Taxation or the amount of a Relief arising on the disposal of any asset owned at the Accounts Date or acquired since the Accounts Date but before Completion and otherwise as required by Law.

3.3

No member of the Company’s Group is involved in any dispute with any Taxation Authority nor have any of them, within the past 12 months, been subject to any non-routine visit, audit, investigation, discovery or access order by any Taxation Authority. The Sellers are not aware of any circumstances existing which make it likely that a visit, audit, investigation, discovery or access order will be made in the next 12 months. No Taxation Authority has investigated or indicated in writing that it may investigate the Taxation affairs of any member of the Company’s Group and so far as the Sellers are aware no member of the Company’s Group is subject to any ongoing investigation.

3.4

All particulars furnished to any Taxation Authority in connection with an application for any consent or clearance made on behalf of or affecting any member of the Company’s Group during the last six years were made to the appropriate office, section, department or body and disclosed all material facts, circumstances and (where appropriate) Law material to the decision of the relevant Taxation Authority and any such consent or clearance given remains valid and effective and any transaction for which such consent or clearance has previously been obtained has been carried into effect (if at all) in all material respects in accordance with the terms of the relevant application, consent or clearance.

3.5

The amount of Tax chargeable on any member of the Company’s Group during any accounting period ending in the last six years (or in respect of the accounting period current at Completion) has not depended on any concession, agreements or

arrangements with any Taxation Authority (other than published extra-statutory concessions, statements of practice and statements of a similar nature).

3.6

No member of the Company’s Group is liable nor may become liable to pay, or make reimbursement or indemnity in respect of, any Taxation (or amounts corresponding to any Taxation) payable by or chargeable on or attributable to any other person, whether in consequence of the failure by that person to discharge that Taxation within any specified period or otherwise, where such Taxation relates to profits, income, gains or a transaction, event, omission or circumstance arising, occurring or deemed to arise or occur on or prior to Completion.

3.7

Each member of the Company’s Group has duly submitted all claims, disclaimers and elections the making of which has been assumed for the purposes of the Accounts. No such claims, disclaimers or elections are likely so far as the Sellers are aware to be disputed or withdrawn.

CORPORATION TAX/CAPITAL ALLOWANCES

4.1

Each member of the Company’s Group has sufficient records to determine whether, on a disposal of all of its assets by any member of the Company’s Group for (in the case of each asset owned by the relevant member of the Company’s Group at the Accounts Date) a consideration equal to the value attributed to that asset in preparing the Accounts or (in the case of each asset acquired since the Accounts Date) a consideration equal to the actual consideration given for the acquisition then (in the case of each asset so owned) the liability to Tax (if any) which would be incurred by the relevant member of the Company’s Group would not exceed the amount (if any) taken into account in respect of that asset in computing the liability of the relevant member of the Company’s Group to deferred Tax as provided for in the Accounts and (in the case of assets so acquired) whether any Tax Liability would be incurred by any member of the Company’s Group in respect of that asset.

4.2

No member of the Company’s Group has claimed any first year tax credits within the meaning of Schedule A1 of CAA 2001, business renovation allowances under Part 3 of CAA 2001 or flat conversion allowances under Part 4A of CAA 2001.

4.3

No member of the Company’s Group has made any distribution or deemed distribution (or will be deemed to have made) within the meaning of section 1000 or sections 1022-1027 of CTA 2010 save for any dividend disclosed in the Accounts nor is it bound to make such a distribution.

4.4

The Company has not, within the period of six years preceding Completion, been engaged in, nor been a party to, any of the transactions set out in Chapter 5 of Part 23 of CTA 2010, nor has it made or received a chargeable payment as defined in Section 1086 of CTA 2010.

4.5

The Company has not received, and is not likely to receive, a dividend which is not exempt within the provisions set out in Chapters 2 and 3 of Part 9A of CTA 2009.

4.6

Where any rents, interest, annual payments or other sums of an income nature, paid by any Member of the Company’s Group have been treated as wholly or partially

allowable as deductions, management expenses or charges in computing taxable profits for Taxation purposes, this treatment has been correct.

CLOSE COMPANIES

5.1

Any loans or advances made, or agreed to be made, by the Company within sections 455, 459 and 460 of CTA 2010 have been Disclosed in the Disclosure letter. The Company has not released or written off, or agreed to release or write off, the whole or any part of any such loans or advances.

5.2

No Member of the Company’s Group has ever been a close investment-holding company (as defined in section 34 of CTA 2010, for financial years before the financial year commencing 1 April 2015).

TAX AVOIDANCE

6.1

No member of the Company’s Group has entered into or been a party to any scheme, arrangement or transaction designed wholly or mainly, or containing artificial steps or stages designed wholly or mainly, for the purpose of avoiding or deferring Taxation or reducing a liability to Taxation.

6.2

No member of the Company’s Group has been party to any arrangements, transaction or series of transactions which it has or may become liable to notify to any Taxation Authority under any legislation requiring the disclosure of tax avoidance schemes.

VALUE ADDED TAX

7.1

The Company is a taxable person for the purposes of VATA 1994 and/or Council Directive 2006/112/EC and is duly registered for the purposes of VATA 1994 and has been registered at all times since inception. The Company has a fixed establishment for VAT purposes in Germany and is duly registered in Germany in accordance to the German VAT Act (Umsatzsteuergesetz).

7.2

Neither the Company nor any relevant associate (within the meaning of paragraph 3(7) Schedule 10 VATA 1994) has made any election under paragraph 2(1) Schedule 10 VATA 1994 in respect of any land in, over or in respect of which the Company has any interest, right or licence to occupy and the Company has no obligation to make such an election.

7.3

The Company does not own nor has at any time within the period of ten years preceding the date of this Agreement owned any assets which are capital items subject to the Capital Goods Scheme under Part XV of the VAT Regulations 1995.

EMPLOYEES

No profit sharing, share option, share incentive or bonus schemes or other employment-related schemes or arrangements are currently operated by the Company for the benefit of their current or former officers or employees.

INTERNATIONAL

9.1

The Company was incorporated in and is and always has been resident only in the United Kingdom for Taxation purposes. The Company has not, at any time in the past seven years, been treated as resident in any other jurisdiction for the purposes of any double taxation arrangements having effect under Clause 18 of CTA 2009 and Clause 2 of TIOPA 2010 or for any other tax purpose.

9.2

The Subsidiary was incorporated in and is and always has been resident only in the United States of America for Taxation purposes and for the purposes of any double taxation agreement. The Subsidiary is not liable to, and has not at any time incurred any, or is required to be registered for any Taxation in any jurisdiction other than the United Kingdom or had a branch outside the United Kingdom or any permanent establishment outside the United Kingdom.

9.3

Neither the Company nor the Subsidiary is an agent or permanent establishment of another company, person, business or enterprise for the purpose of assessing such company, person, business or enterprise to Tax in the country of residence of the Company or any Subsidiary.

9.4

Neither the Company nor the Subsidiary is, or has been within the past seven years, a dual resident company.

10.

GROUPS OF COMPANIES

10.1

The Company has not within the seven years prior to Completion been a 51 per cent subsidiary of any person within the meaning of section 1154 CTA 2010 (subsidiaries) or otherwise been a member of a group of companies for tax purposes.

11.

STAMP DUTIES

11.1

There is no instrument to which any member of the Company’s Group is a party and which is necessary to establish the relevant Company’s rights or the relevant Company’s title to any asset, which is liable to stamp duty and which has not been duly stamped, or which would attract stamp duty, interest or penalties if brought into the United Kingdom.

11.2

The Company is not nor may become liable to pay stamp duty land tax after Completion by reference to any land transaction, as defined in section 43 Finance Act 2003, to which it has been a party prior to Completion.

12.

LOAN RELATIONSHIPS

12.1

There are no outstanding debts owed to or by the Company, or any securities issued by the Company or the Company owns or in which it has an interest, which will not be repaid at Completion, other than trade debts which fall within the exemption in section 251(1) TCGA 1992 and which do not arise out of loan relationships of the Company for the purposes of section 302 (1) and (2) CTA 2009.

12.2

The Company is not, and has not in the six years prior to the date of this agreement, been party to a debtor relationship (within the meaning of section 302(6) of CTA 2009), to which Chapter 8 of Part 5 of CTA 2009 applies or may apply.

13.

TRANSFER PRICING

13.1

All transactions or arrangements made by any member of the Company’s Group have been made on arm’s length terms. There are no circumstances in which Part 4 of TIOPA 2010 or any other rule or provision could apply causing any Taxation Authority to make an adjustment to the terms on which such transaction or arrangement is treated as being made for Taxation purposes. No notice, enquiry or adjustment has been made by any Taxation Authority in connection with any such transactions or arrangements.

13.2

In relation to each transaction for the supply of goods or services or the lending or borrowing of money into which any member of the Company’s Group has entered with a party with which it was connected, the relevant member of the Company’s Group has documentary evidence of the process and policy used to establish that arm’s length terms applied.

14.

CONSTRUCTION INDUSTRY SUB-CONTRACTORS’ SCHEME

14.1

The Company is not required to register as a Contractor under the provisions of Clause 59 of the Finance Act 2004 and the expenditure incurred by each member of the Company’s Group on construction, refurbishment and fitting-out works in each of the three years ending on 31 December 2016 is less than £1 million.

15.

INHERITANCE TAX

15.1

The Company has not:

(a)

made any transfer of value within Clauses 94 and 202 of IHTA 1984; or

(b)

received any value such that liability might arise under Clause 199 of IHTA 1984; or

(c)

been a party to associated operations in relation to a transfer of value as defined by Clause 268 of IHTA 1984.

15.2

There is no unsatisfied liability to inheritance tax attached to, or attributable to, the Shares or any asset of the Company. None of them are subject to any Inland Revenue charge as mentioned in Clauses 237 and 238 of IHTA 1984.

No asset owned by the Company or the Shares, are subject to any power of sale, mortgage or charge by virtue of Clause are liable to be 212(1) of IHTA 1984.

Schedule 5. Tax covenant

Definitions and Interpretation

1.1

The definitions and rules of interpretation in this paragraph apply in this Tax Covenant.

1.2

Defined terms:

“ Buyer Associate ” means:

(a)

the Buyer;

(b)

any member of the Company’s Group; and

(c)

any company or person (other than any member of the Company’s Group) that may be treated for the purposes of any Taxation as being at any time after Completion either a member of the same group of companies as the Buyer or any member of the Company’s Group or otherwise associated with the Buyer or the Company;

“ Buyer’s Relief ” means any Relief or right to repayment of Taxation (including any repayment supplement) which:

(a)

arises to any member of the Company’s Group, to the extent the Relief arises in respect of an Event occurring after Completion or in the ordinary course of business between the Completion Accounts Date and Completion; or

(b)

arises to any Buyer Associate (other than any member of the Company’s Group) (whenever such Relief or right to repayment of Taxation arises); or

(c)

is treated as an asset of any member of the Company’s Group in the Completion Accounts or is taken into account in computing any deferred Tax asset which appears in the Completion Accounts or which is taken into account in computing and so reducing or eliminating any provision for Tax or deferred Tax which appears in the Completion Accounts (or which but for such Relief would have appeared in the Completion Accounts);

“ Dispute ” means any Tax Claim where conduct is delegated to the Sellers pursuant to sub-paragraph 8.4 of this Tax Covenant or where any member of the Company’s Group is requested to take any action pursuant to sub-paragraph 8.2 of this Tax Covenant;

“ Event ” means (without limitation) the expiry of a period of time, any member of the Company’s Group becoming or ceasing to be associated or connected with any other person for any Tax purpose, the earning, receipt or accrual for any Tax purpose of any income, profits or gains, the incurring of any loss or expenditure and any payment, transaction, act, omission or occurrence of whatever nature whether or not any member of the Company’s Group or the Buyer is a party thereto and for the avoidance of doubt includes the execution of this Agreement and completion of the sale of the Sale Shares to the Buyer, a change in residence, the death or the winding up or the dissolution of any person and the non-compliance with German tax registration and references to an Event occurring on or before Completion shall include an Event deemed, pursuant to any

Taxation Statute, to occur or which is otherwise treated or regarded as occurring on or before Completion;

“ IHT Liability ” means:

(a)

any liability of any member of the Company’s Group that arises as a result of a transfer of value occurring or being deemed to occur on or before Completion (whether or not in conjunction with the death of any person whensoever occurring);

(b)

any amount of inheritance tax in respect of which, as at Completion, any Taxation Authority or any other person has a charge on or a power to sell, mortgage or charge any of the Shares or assets of any member of the Company’s Group; or

(c)

any amount of inheritance tax for which any member of the Company’s Group becomes primarily or secondarily liable after Completion as a result of the death of any person or which gives rise after Completion to a charge on or to a power to sell, mortgage or charge any of the Shares or assets of any member of the Company’s Group; and

(d)

in determining for the purposes of this Tax Covenant whether a charge on or power to sell, mortgage or charge any of the Shares or assets of any member of the Company’s Group exists at any time the fact that any inheritance tax is not yet payable or may be paid by instalments shall be disregarded and such inheritance tax shall be treated as becoming due and a charge or power to sell, mortgage or charge as arising, on the date of the transfer of value or other date or event on or in respect of which it becomes payable or arises and the provisions of section 213 of the IHTA 1984 shall not apply;

“ Liability for Taxation ” means:

(a)

any liability of any member of the Company’s Group to make a payment of Taxation whether or not the same is primarily payable by any member of the Company’s Group and whether or not any member of the Company’s Group has or may have any right of reimbursement against any other person or persons;

(b)

the Loss of any Relief where such Relief was treated as an asset of any member of the Company’s Group in the Completion Accounts or was taken into account in computing any deferred Tax asset which appears in the Completion Accounts or where such Relief was taken into account in computing and so reducing or eliminating any provision for deferred Tax which appears in the Completion Accounts (or which but for such Relief would have appeared in the Completion Accounts) in which case the amount of the Liability for Taxation shall be the amount of Taxation which would (on the basis of tax rates current at the date of such Loss) have been saved but for such Loss assuming for this purpose that the relevant member of the Company’s Group had sufficient profits or was otherwise in a position to use the Relief;

(c)

the Loss of any right to repayment of Taxation (including any repayment supplement) which was treated as an asset in the Completion Accounts of any member of the Company’s Group in which case the amount of the Liability for

Taxation shall be the amount of the right to repayment and any related repayment supplement; and

(d)

the set-off or use against gross receipts, income, profits or gains earned, accrued or received or against any Tax chargeable in respect of an Event occurring on or before Completion of a Buyer’s Relief in circumstances where, but for such set-off or use, a member of the Company’s Group would have had a liability to make a payment of or in respect of Taxation for which the Buyer would have been able to make a claim against the Sellers under this Tax Covenant in which case the amount of the Liability for Taxation shall be the amount of Taxation saved by the relevant member of the Company’s Group as a result of such set-off or use;

“ Loss ” means the unavailability, non-existence, reduction, modification, loss, counteraction, nullification, disallowance, withdrawal or clawback for whatever reason;

“ Relief ” means any loss, relief, allowance, credit, exemption or set-off in respect of Taxation or any deduction in computing gross receipts, income, profits or gains for the purposes of Taxation (including any interest and/or repayment supplement in respect of such Tax);

“ Seller Associate ” means:

(a)

a Seller;

(b)

any company or person (other than any member of the Company’s Group) that may be treated for the purposes of any Taxation at any time (whether before, on or after Completion) as being associated with the Sellers (or any of them); and

(c)

any company or person (other than any member of the Company’s Group) that may be treated for the purposes of any Taxation as being at any time prior to Completion associated with any member of the Company’s Group;

“ Tax ” or ” Taxation ” means:

(a)

all forms of direct and indirect taxation and statutory, governmental, state, federal, provincial, local government or municipal charges, duties (including stamp duties), imposts, contributions, levies, tax assessment duties, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other measure (including without limitation national insurance and social security contributions and any other payroll taxes and including local authority rates) however imposed (whether by way of a withholding or deduction for on an account of tax or otherwise); and

(b)

any penalty, fine, surcharge, interest, charges or costs payable in connection with any Taxation within sub-paragraph (a) above;

“ Taxation Authority ” means HM Revenue & Customs, the Inland Revenue, Customs & Excise, the Department for Work and Pensions and any other Governmental Authority or other authority whatsoever competent to impose any Taxation whether in the United Kingdom or elsewhere;

“ Taxation Statute ” means any Law wheresoever enacted or issued, coming into force or entered into providing for or imposing any Taxation and shall include orders, regulations, instruments, bylaws or other subordinate legislation made under the relevant statute or statutory provision and any Law or provision which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same;

“ Tax Claim ” means any assessment, self-assessment, notice, demand, letter or other document issued or action taken by or on behalf of any Taxation Authority from which it appears that any member of the Company’s Group or the Buyer is or may be subject to a Liability for Taxation or other liability in respect of which the Sellers are or may be liable under this Tax Covenant; and

“ VAT ” means value added tax whether of the UK or elsewhere and any equivalent tax on sales or turnover and any tax supplementing or replacing the same.

1.3

The headings and sub-headings are for convenience only and shall not affect the construction of this Tax Covenant.

1.4

References to gross receipts, income, profits or gains earned, accrued or received shall include any gross receipts, income, profits or gains deemed pursuant to the relevant Taxation Statute to have been or treated or regarded as earned, accrued or received.

1.5

Any reference to something occurring in the ordinary course of business shall not include:

(a)

anything that involves, or leads directly or indirectly to, any liability of any member of the Company’s Group to Tax that is, or but for an election would have been, the primary liability of, or properly attributable to, or due from another person (other than a member of the Purchaser’s Tax Group or any other member of the Company’s Group);

(b)

anything that relates to or involves the acquisition or disposal of an asset or the supply of services (including the lending of money, or the hiring or licensing of tangible or intangible property) in a transaction which is not entered into on arm’s length terms;

(c)

anything that relates to or involves the making of a distribution for Tax purposes, the creation, cancellation or re-organisation of share or loan capital, the creation, cancellation or repayment of any connected-party debt or any member of the Company’s Group becoming or ceasing to be or being treated as ceasing to be a member of a group of companies or becoming or ceasing to be associated or connected with any other company for any Tax purposes;

(d)

anything which relates to any scheme, transaction or arrangement designed primarily or wholly or containing steps or stages primarily or wholly for the purpose of avoiding a Liability for Taxation;

(e)

anything that involves, or leads to, a change of residence of the Company for Tax purposes; or

(f)

any liability arising as a result of the failure to properly deduct or account for Tax, or to comply with the provisions of any Tax legislation or subordinate legislation (including regulations) and any act, omission or transaction that gives rise to any fine, penalty, surcharge, interest or other imposition relating to any Tax.

1.6

Any stamp duty which is charged on any document, or in the case of a document which is outside the UK, any stamp duty which would be charged on the document if it were brought into the UK, which is necessary to establish the title of any member of the Company’s Group to any asset, and any interest fine or penalty relating to such stamp duty, shall be deemed to be a liability of the relevant member of the Company’s Group to make an actual payment of Taxation in consequence of an Event arising on the last day on which it would have been necessary to pay such stamp duty in order to avoid any liability to interest or penalties arising on it.

Covenant

The Sellers covenant with the Buyer that, subject to the provisions of this Tax Covenant, the Sellers shall be jointly and severally liable to pay to the Buyer an amount equal to:

2.1

any Liability for Taxation resulting from or by reference to any Event occurring on or before Completion or in respect of any gross receipts, income, profits or gains earned, accrued or received by any member of the Company’s Group on or before Completion;

2.2

any Liability for Taxation falling within sub-paragraph (d) of that definition (the set-off or use of a Buyer’s Relief);

2.3

any Liability for Taxation which arises at any time (being a liability for any Group Company to account for income tax or National Insurance contributions) in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities or in respect of any acquisition, holding or disposal of employment-related securities (as defined for the purposes of Part 7 of ITEPA 2003), in each case, where the acquisition of the security or the grant of the option or other right to acquire the security occurred exclusively before Completion;

2.4

any Liability for Taxation that arises at any time under Part 7A of ITEPA 2003 including any liability arising as a consequence of any payments or loans made to, any assets made available or transferred to, or any assets earmarked, however informally, for the benefit of, any employee or former employee of any member of the Company’s Group, or for the benefit of any relevant person, by an employee benefit trust or another third party where the arrangement giving rise to the charge was entered into at a time when the third party was acting on the instructions of, or for the benefit of, the Sellers or an associate of any of the Sellers;

2.5

any IHT Liability;

2.6

any Liability for Taxation, including liability for payments in respect of Tax, that arises solely due to the relationship for Tax purposes before Completion of any member of the Company’s Group with any person other than a Buyer Associate, whether arising before or after Completion;

2.7

any Liability for Taxation of any member of the Company’s Group which arises either before or after Completion in consequence of any liability to account for income tax or NICs (or social security contributions or any other payroll taxes) arising in respect of any payments made prior to Completion to Veselin Ivanov and/or Muhammad Fadhli and/or Brian Meads who have been engaged by the Company as self-employed consultants;

2.8

any Liability for Tax that is a liability of the Company to account for income tax or NICs arising in respect of any payments to the Sellers under this agreement that shall include, for the avoidance of doubt, any payments in the nature of deferred consideration (whether and without limitation satisfied in cash, shares or loan notes);

2.9

all legal and accounting costs and expenses properly and reasonably incurred and payable by any member of the Company’s Group or the Buyer in connection with any action taken to avoid resist or settle any Tax Claim, Liability for Taxation or other liability under this paragraph 2 or otherwise taking or defending any action under this Tax Covenant.

LIMITATION OF SELLERS’ LIABILITY

3.1

The covenant given by paragraph 2 above shall not cover any Liability for Taxation or under the Tax Warranties:

(a)

to the extent that provision or reserve in respect thereof (other than a deferred taxation provision) is made in the Completion Accounts or the Accounts;

(b)

to the extent recovery (less costs and expenses) has been made by the Buyer under any other provision of this Agreement in respect of the same loss, damage or deficiency;

(c)

to the extent that such Liability for Taxation arises or is increased as a result only of any change in Law (other than a change targeted specifically at countering a tax avoidance scheme) announced and coming into force after the date of Completion with retrospective effect;

(d)

to the extent that such liability arises as a result of a change after Completion in any accounting policy of any member of the Company’s Group (other than any change necessary to comply with the Law or intended to bring the accounting policy into line with generally accepted accounting practice as at Completion);

(e)

to the extent that such Liability for Taxation would not have arisen but for a voluntary act or transaction of the Buyer or any member of the Company’s Group after the date hereof otherwise than in the ordinary course of business and otherwise than as compelled by Law or pursuant to a legally binding obligation created on or before the date hereof and where the Buyer knew (or ought reasonably to have known) that such action or transaction would give rise to such liability;

(f)

to the extent that such liability would not have arisen or would have been reduced but for a failure or omission on the part of the Buyer or any member of the Company’s Group after Completion to make any election, claim, surrender

or disclaimer, or give any notice or consent, in relation to Taxation, the anticipated making giving or doing of which was taken into account in computing any provision or reserve for Taxation in preparing the Completion Accounts, provided that sufficient information in respect of the making or giving of which was notified by the Sellers in writing to the Buyer within a reasonable time before the date for doing so;

(g)

to the extent that any Relief (other than a Buyer’s Relief) is made available to any member of the Company’s Group at no cost and is or may be actually used by the Company or any member of the Company’s Group to set against or otherwise mitigate the Liability for Taxation, and for the purposes of this paragraph 3.1(g) it shall be assumed that such a Relief (other than a Buyer’s Relief) is or may be actually used to the extent that such use is allowed by law and to the extent that it is reasonable to do so, provided that the Relief in question shall be disregarded for the purposes of this exclusion if the use of such Relief to eliminate or reduce the Liability for Taxation would result in any Buyer’s Relief otherwise being lost;

(h)

to the extent that such liability arises directly or indirectly as a result of the cessation of, or any change in the nature or conduct of, any business carried on by a member of the Company’s Group occurring after Completion;

(i)

to the extent that such liability arises or is increased due to the fact that any instalment of corporation tax (within the meaning of CTA 2010) paid prior to Completion pursuant to the Corporation Tax (Instalment Payments) Regulations 1998 (SI 1998/3175) is insufficient or such liability comprises interest or penalties arising by virtue of an underpayment of tax prior to Completion, where the payments made prior to Completion (or the decision to make no payment at all) would not subsequently have proved to have been insufficient but for the profits and gains earned by the Group Company after Completion proving to be greater than those reasonably expected (based on a bona fide estimate) at the date of the relevant instalment payment to be earned, accrued or received by the Group Company after Completion;

(j)

to the extent that such liability arises by virtue of any claim, election, surrender or disclaimer made after Completion by or on behalf of the Buyer (including the disclaimer of the whole or part of any Relief) other than where the making, giving or doing of such thing is taken into account in the preparation of the Completion Accounts (comprising the consolidated statements of the financial position of the Company and the US Subsidiary); or

(k)

to the extent that such liability has been made good by insurers or otherwise compensated for without cost to the Buyer or any Buyer Associate; or

(l)

to the extent that such liability arises or is increased as a consequence of any failure by the Buyer or (after Completion) by a member of the Company’s Group to comply with its obligations under paragraph 8 (Conduct of Claims) or paragraph 7 (Tax Returns); or

(m)

to the extent that such Liability for Taxation arises as a result of an Event occurring or income, profits or gains earned, received or accrued in the ordinary course of business between the Completion Accounts Date and Completion,

provided that the profits in question have not been distributed by way of dividend by the Company as at Completion.

PAYMENT DATE AND INTEREST

4.1

Where the Sellers are liable to make any payment under paragraph 2, the due date for the making of that payment by way of cleared immediately available funds (the “ Due Date ”) shall be the date falling 3 Business Days after the Buyer has served a notice on the Sellers demanding that payment or, if later:

(a)

in a case that involves a Liability for Taxation falling within sub-paragraph (a) of that definition (an actual payment of Taxation) 5 Business Days prior to the last date on which the Taxation in question has to be paid to the relevant Taxation Authority in order to prevent a liability to interest or a fine, surcharge or penalty from arising in respect of the Liability for Taxation in question; or

(b)

in any case that involves a Liability for Taxation falling within sub-paragraph (b) of that definition (the Loss of any Relief), 5 Business Days prior to the last date upon which Taxation is or would have been required to be paid to the relevant Taxation Authority in respect of the period in which the Loss of the Relief occurs (assuming for this purpose that any member of the Company’s Group had sufficient profits or was otherwise in a position to use the Relief); or

(c)

in any case that involves a Liability for Taxation falling within sub-paragraph (c) of that definition (the Loss of any right to repayment of Taxation), the date falling 3 Business Days after the Buyer notifies the Sellers that the loss of the right to repayment has occurred; or

(d)

in any case that involves a Liability for Taxation falling within sub-paragraph (d) of that definition (the set-off or use of a Buyer’s Relief), the date upon which the Taxation saved by any member of the Company’s Group would have been required to be paid to the relevant Taxation Authority.

4.2

Any dispute as to the amount specified in any notice served on the Sellers under sub-paragraph 4.1 or as to the Due Date shall, unless the parties agree otherwise, be determined by the auditors of any member of the Company’s Group for the time being, acting as expert and not as arbitrator (the costs of that determination being shared equally by the Sellers and the Buyer).

4.3

If any sum required to be paid by the Sellers under this Tax Covenant is not paid on the Due Date, then, except to the extent that the Sellers’ liability under paragraph 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, such sum shall bear interest (which shall accrue after as well as before any judgment for the same) at the rate of 4 per cent per annum over the base rate from time to time of Barclays Bank plc or (in the absence thereof) at such similar rate as the Buyer shall select. The interest will accrue from day to day on the basis of the actual number of days elapsed and a 365-day year.

Recovery from other persons

5.1

Where the Buyer or any member of the Company’s Group is or becomes entitled to recover from some other person not being a Buyer Associate (but including any

Taxation Authority) any amount which is referable to a Liability for Taxation which has resulted in a payment being made by the Sellers under this Tax Covenant, the Buyer shall or shall procure that the relevant member of the Company’s Group shall:

(a)

notify the Sellers of its entitlement; and

(b)

if required by the Sellers and, subject to the Buyer and any member of the Company’s Group being indemnified by the Sellers against any Taxation that may be suffered on receipt of that amount and any costs and expenses incurred in recovering that amount, take or procure that the relevant member of the Company’s Group takes all reasonable endeavours to enforce that recovery, provided that the Buyer and any member of the Company’s Group shall not be required to take any action either (i) against any current employees of the Group Companies, which have not given a contractual right to any member of the Company’s Group to do so, or (ii) which, in the Buyer’s reasonable opinion, is likely to be materially prejudicial to its or any member of the Company’s Group’s commercial relationship with that or any other person.

5.2

If the Buyer or any member of the Company’s Group recovers any amount referred to in this paragraph 6 then the Buyer shall account to the Sellers for the lesser of:

(a)

any amount recovered (including any related interest or related repayment supplement) less any Taxation suffered (or that would be suffered ignoring the availability of any Buyer’s Relief) in respect of that amount and less any costs and expenses incurred in recovering that amount (save to the extent that that amount has already been made good by the Sellers under this Tax Covenant or under the Sale Agreement); and

(b)

the amount paid by the Sellers under paragraph 2 in respect of the Liability for Taxation in question.

Overprovisions and Savings

6.1

If the auditors of any member of the Company’s Group for the time being (the “ Auditors ”) (at the Sellers’ request and expense) determine in writing:

(a)

that any provision for Taxation in the Completion Accounts (other than a provision for deferred Taxation) is an overprovision (an “ Overprovision ”) except where that overprovision arises due to:

(A)

a change in law;

(B)

a change in the accounting bases on which the Company values its assets; or

(C)

a voluntary act or omission of the Buyer,

that, in each case, occurs after Completion;

(b)

that any Liability for Taxation which has resulted in a payment being made by the Sellers under this Tax Covenant has given rise to a repayment of any Taxation or a Relief for the Buyer or any member of the Company’s Group

which is attributable to the Liability for Taxation in question and which would not otherwise have arisen (a “ Saving ”);

then the Overprovision or Saving will be dealt with in accordance with this paragraph 7.

6.2

The amount of the Overprovision or Saving (as determined by the Auditors) less any costs incurred by any member of the Company’s Group or the Buyer in obtaining the Overprovision or Saving:

(a)

shall first be set-off against any payment then due from the Sellers under this Tax Covenant;

(b)

to the extent that there is an excess, a refund shall be made to the Sellers of any previous payment or payments made by the Sellers under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of such excess; and

(c)

to the extent that such excess as referred to in paragraph (b) above is not exhausted, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Sellers under this Tax Covenant.

6.3

Where any determination in relation to an Overprovision or Saving has been made, the Sellers or the Buyer may request the Auditors (at the expense of the party making the request) to review such determination in the light of all relevant circumstances including facts which have become known only since such determination and to determine whether such determination remains correct and whether the amount that was the subject of such determination should be amended. If the Auditors determine that the amount should be amended, an adjusting payment shall be made as soon as practicable by the Sellers or (as the case may be) to the Sellers.

Corporation Tax Returns

7.1

Subject to sub-paragraph 7.2 and to sub-paragraph 7.4, for all accounting periods ended on or prior to Completion, the Sellers or their duly authorised agents shall, at the Company’s sole cost and expense (to the extent that an appropriate provision has been made in the Completion Accounts for the preparation of such returns), prepare the tax returns and computations of any member of the Company’s Group for accounting periods ending on or before Completion (the “ Pre Completion Returns ”) and shall prepare all related documentation and correspondence and shall have conduct of the negotiation and agreement of the Pre Completion Returns.

7.2

The Sellers shall or shall procure that their duly authorised agents shall:

(a)

submit any Pre Completion Return which has not before Completion been submitted to the applicable Taxation Authority to the Buyer at least 30 days before the date upon which it is required to be filed with the applicable Taxation Authority without incurring interest and penalties;

(b)

submit copies of all other correspondence and other documents that are to be submitted to any Taxation Authority in connection with the Pre Completion Returns to the Buyer at least 10 Business Days before submission;

(c)

take account of all reasonable comments made by the Buyer in relation to the Pre Completion Returns, correspondence and other documents;

(d)

not without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to any Taxation Authority or agree any matter with any Taxation Authority;

(e)

keep the Buyer fully and promptly informed of the progress of any negotiations with any Taxation Authority; and

(f)

take all reasonable steps and use its best endeavours to ensure that the Pre Completion Returns are prepared and agreed with the applicable Taxation Authority as soon as possible.

7.3

The Buyer shall procure that the Pre Completion Returns and other documentation mentioned in sub-paragraph 7.1 shall, subject to sub-paragraph 7.2 to the extent not authorised signed or submitted before Completion, be authorised, signed and submitted to the applicable Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agents all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree the Pre Completion Returns with the applicable Taxation Authority PROVIDED THAT the Buyer shall not be obliged to incur any material cost or expense in doing so or to take any such action in relation to any Pre Completion Return that is not full, true and accurate in all respects.

7.4

The Sellers rights under this paragraph 7 shall cease if in the reasonable opinion of the Buyer:

(a)

the Sellers are in material non-remediable breach of their obligations under sub-paragraph 7.2 or are in material remediable breach and fail to remedy such breach within 14 days following service by the Buyer of a written notice specifying the breach and requiring it to be remedied; or

(b)

any Pre Completion Return or other document prepared by or on behalf of the Sellers pursuant to sub-paragraph 7.2 is false, misleading, incomplete or inaccurate in any material respect.

7.5

The Buyer or its duly authorised agents shall prepare the tax returns and computations for all accounting periods which end after Completion (including for the avoidance of doubt the accounting period which starts before and ends after Completion).

7.6

For the avoidance of doubt, this paragraph 7 shall not apply or shall cease to apply to any matter that is or becomes the subject of a Tax Claim and that is therefore governed by paragraph 8 of this Tax Covenant.

Disputes and Conduct of Tax Claims

8.1

If the Buyer or any member of the Company’s Group shall receive notice of or become aware of a Tax Claim, the Buyer shall give or shall procure that notice in writing is given to the Sellers as soon as reasonably practicable and in the case of any Tax Claim in respect of which appeal or response is subject to a time limit, within 20 Business Days of such limit.

8.2

Subject to sub-paragraph 8.3, if the Sellers shall indemnify the relevant member of the Company’s Group and/or (as the case shall require) the Buyer to the Buyer’s reasonable satisfaction against all liabilities, costs, damages or expenses which may be incurred thereby including any additional Liability for Taxation, the Buyer shall and shall procure that the relevant member of the Company’s Group shall take such action as the Sellers may reasonably request by notice in writing given to the relevant member of the Company’s Group and the Buyer to avoid, dispute, defend, resist, appeal, compromise or settle such Tax Claim.

8.3

The Sellers’ rights under this paragraph 8 shall cease and the Buyer shall have the conduct of a Dispute absolutely (without prejudice to its rights under this Tax Covenant) and shall be free to pay or settle any Tax Claim on such terms as the Buyer or the relevant member of the Company’s Group may in its discretion consider fit if:

(a)

the Sellers do not request that the Buyer or the relevant member of the Company’s Group take any action under sub-paragraph 8.2 of this Tax Covenant (or if the Sellers fail to indemnify the Buyer and the relevant member of the Company’s Group to the Buyer’s reasonable satisfaction) within a period of time and which period shall not:

(i)

exceed a period of 21 days commencing with the date of the notice given pursuant to sub-paragraph 8.1 to the Sellers; or

(ii)

end later than 5 Business Days prior to the last date on which an appeal may be made in relation to the Dispute in question PROVIDED THAT the Sellers have had or are deemed to have had at least 5 Business Days’ notice of the Tax Claim in question;

(b)

the Sellers notify the Buyer or the relevant member of the Company’s Group to the effect that they no longer wish to pursue the Dispute;

(c)

the Sellers fail within 10 Business Days of a reasonable written request by the Buyer or any member of the Company’s Group to provide reasonable clarification of any action that any member of the Company’s Group or the Buyer is requested to take under sub-paragraph 8.2;

(d)

a Taxation Authority alleges that (prior to Completion) there was any action or omission by any member of the Company’s Group or that (at any time) there was any action or omission by the Sellers or any of them which constitutes fraudulent conduct;

(e)

the dispute involves an appeal against a determination by the Tax Chamber of the First-tier Tribunal or higher tribunal, unless the Sellers have obtained the

opinion of Tax counsel of at least 5 years standing that there is a reasonable prospect that the appeal will succeed.

8.4

Subject to sub-paragraph 8.3, by agreement in writing between the Buyer and the Sellers, the conduct of a Tax Claim may be delegated to the Sellers upon such terms as may be agreed from time to time between the Buyer and the Sellers PROVIDED THAT, unless the Buyer and the Sellers specifically agree otherwise in writing, the following terms shall be deemed to be incorporated into any such agreement:

(a)

the appointment of solicitors or other professional advisers shall be subject to the approval of the Buyer, such approval not to be unreasonably withheld or delayed;

(b)

all communications (written or otherwise) pertaining to the Dispute which are to be transmitted to the relevant Taxation Authority shall first be submitted to the Buyer and any member of the Company’s Group for approval and shall only be finally transmitted if such approval is given, such approval not to be unreasonably withheld or delayed;

(c)

the Sellers shall take account of all reasonable comments made by the Buyer in relation to the conduct of the Dispute;

(d)

reasonable advance written notice of any meeting that is to take place with a representative or representatives of any Taxation Authority together with an outline of the issues that it is anticipated will be addressed shall be given to the Buyer and the relevant member of the Company’s Group and the Buyer shall be entitled to nominate a person or persons to attend any such meeting;

(e)

the Sellers shall keep the Buyer fully and promptly informed in writing of the progress of any Dispute and the Buyer shall be promptly sent copies of all correspondence and notes or other written records of telephone conversations or meetings and, in the event that there is no written record, shall be given an immediate report of any telephone conversation with any Taxation Authority to the extent that it relates to a Dispute;

(f)

the Sellers shall take all reasonable steps and use their best endeavours to agree any Dispute with the applicable Taxation Authority within a reasonable time; and

(g)

the Sellers shall make no settlement or compromise of the Dispute or agree any matter in the conduct of the Dispute which is likely to affect the amount thereof or the future liability to Taxation of any Buyer Associate without the prior written approval of the relevant member of the Company’s Group or the Buyer (not to be unreasonably withheld or delayed).

8.5

The Buyer shall provide and procure that the relevant member of the Company’s Group provides to the Sellers and the Sellers’ professional advisors reasonable access to premises and personnel and to any relevant assets, documents and records within their power, possession or control for the purpose of investigating the matter and enabling the Sellers to take such action as is referred to in this paragraph 8.

8.6

For the avoidance of doubt, no obligation imposed on the Buyer pursuant to this paragraph 8 shall be a condition precedent to the liability of the Sellers under this Tax Covenant and neither the Buyer nor any member of the Company’s Group shall be subject to any claim by or liability to any of the Sellers for non-compliance with any of the foregoing provisions of this paragraph 8 if (in either case) the Buyer or the relevant member of the Company’s Group has bona fide acted in accordance with the instructions of any one or more of the Sellers.

General

For the purposes of determining whether a Liability for Taxation or a Relief relates to a pre or post Completion period, an accounting period of each member of the Company’s Group shall be deemed to have ended on Completion.

10.

Buyer’s covenant

10.1

The Buyer shall pay to the Sellers an amount equal to any tax liability of the Sellers relating to any of the following Events occurring or deemed to occur after Completion:

(a)

Tax levied on the Sellers under sections 710, 713 or 716 of CTA 2010 or under paragraph 54 of Schedule 7 to TIOPA 2010: or

(b)

the Company ceasing to be resident in the United Kingdom for Tax purposes,

in each case in circumstances where a member of the Company’s Group fails to pay any Tax levied by a Tax Authority for which it is liable and for which the Buyer has not made or would not have been entitled to make a claim against the Seller under this schedule if the Company had paid that liability.

10.2

Any payment made by the Buyer under paragraph 10.1 shall be made five days before the last day on which the relevant payment of Tax is due to be made to the relevant Tax Authority without incurring any liability to interest or penalties.

10.3

The Buyer shall pay to the Seller an amount equal to reasonable legal and accounting costs and expenses reasonably and properly incurred by the Seller in connection with any tax liability as described in paragraph 10.1 or any action taken under this paragraph.

11.

GROSSING UP

11.1

Any sum payable by the Sellers to the Buyer under this Tax Covenant shall be paid free and clear of any deduction or withholding whatsoever, save only as may be required by law.

11.2

If any deduction or withholding is required by law to be made from any payment by the Sellers under this Tax Covenant (other than a payment of interest made pursuant to sub-paragraph 4.3), the Sellers shall increase the amount of the payment by such additional amount as is necessary to ensure that the net amount received and retained by the Buyer (after taking account of any deduction or withholding) is equal to the amount which it would have received and retained had the payment in question not been subject to any deduction or withholding.

11.3

If the Buyer is subject to Taxation in respect of any payment by the Sellers under this Tax Covenant (other than a payment of interest made pursuant to sub-paragraph 4.3) or if the Buyer would have been subject to Taxation but for the availability to the Buyer of any Buyer’s Relief, the Sellers shall increase the amount of the payment by such additional amount as is necessary to ensure that the net amount received and retained by the Buyer (after taking account of all Taxation) (or the net amount that would have been received and retained but for the availability of the Buyer’s Relief) is equal to the amount which it would have received and retained had the payment in question not been subject to Taxation.

11.4

This paragraph shall not apply if the payment described in paragraph 11.3 is subject to tax outside the UK.

12.

Section 431 Election

12.1

The Buyer will procure that the Company shall jointly elect with each Seller (at Completion or within 14 days thereafter) pursuant to section 431(1) of ITEPA 2003 that for the relevant tax purposes the WTG Shares acquired by each relevant Seller pursuant to this Agreement and their market value shall be treated as if they were not restricted securities and that sections 425 to 430 ITEPA are not to apply to such WTG Shares.

Schedule 6. Intellectual Property Rights

Part 1. Registered Intellectual Property Rights owned by the Company or the US Subsidiary

The following web domain names are registered with Amazon web services:

commagility.com

commagility.co

comagility.com

mimoon.com

4gility.com

5gility.com

Please refer to the list of patents at document and their particulars at document VIII.1 of the appendix to the Disclosure Letter.

Part 2.

Registered Intellectual Property Rights owned by a third party and used or held for use by the Company or the US Subsidiary

Neither the Company nor the US Subsidiary licenses any patents. Below are the licensed technologies we use in our products which may include registered and unregistered Intellectual Property Rights.

Technology	Provider	Format	Schedule	Data Room Document Reference
LTE UE Stack	L&T Technology Services Ltd	Source	LTE UE Stack Documentation Support Tools	7.06 L & T Software License Agreement.pdf
SDK and Run-Time Library	TI	Node License	C/C++ Compiler SDK	Evolution\IP Owned and Licensed 01050702.pdf
SDK and Run-Time Library	TI	Source	C/C++ Run-Time Libraries	Evolution\IP Owned and Licensed 01050702.pdf
Essential IPR embedded in the 3GPP LTE specification		No licenses acquired		It is common practice in the industry to pass on the responsibility for licensing to the end product manufacturer. Our customer software licenses all do this.
LTE PHY License Agreement	TI	Source		7.06 TI LTE License Agreement .pdf 7.06 CA TI amend #5
Backhaul and NLOS Backhaul LTE	TI	Source		7.06 TI Backhaul Contract.pdf
PICMG MMC Firmware	PigeonPoint	Source		7.06 Pigeon Point Systems
FPGA RapidIO IP Core	Xilinx	Compiled IP	Off-the-shelf license	Fee-based Xilinx LogiCORE IP
FPGA CPRI IP Core	Xilinx	Compiled IP	Off-the-shelf license	Fee-based Xilinx LogiCORE IP
LabVIEW	National Instruments	Application binary	Off-the-shelf license	Used for RF configuration in AMC-RF2x2 and AMC-D24A4-RF4

For Xilinx IP core licenses, see
https://www.xilinx.com/ipcenter/ip_license/xilinx_ip_license_agreements.htm#ip_license_agreements.

Part 3.

Material unregistered Intellectual Property Rights owned by the Company or the US Subsidiary

The original hardware designs of the Company’s products is covered by unregistered copyright. The following table lists unregistered IPR owned by the Company, with the right first accrued at the point of design creation.

Technology	Schedule	Format
For all CommAgility Hardware Including but not limited to:- - AMC-D4F1 - AMC-V7-2C66 - AMC-RF2x2 - AMC-D24A4-RF4 - AMC-K2L-RF2 - CA-D8A4-RF4 - AMC-4C6678	Schematics	Mentor Graphics
	PCB Design Files	Mentor Graphics
	FPGA configuration	Vivado
	Board Support Package	C Source Code
	Datasheets	MS Publisher Word/PDF
	Manuals	MS Word/PDF
SmallCellPHY-TI	Software	C Source Code
	Manuals	MS Word/PDF
SmallCellPSTACK	Software	C Source Code
	Manuals	MS Word/PDF
MobilePHY	Software	C Source Code
	Manuals	MS Word/PDF
MobilePSTACK	Software	C Source Code
	Manuals	MS Word/PDF

Part 4.

Material unregistered Intellectual Property Rights owned by a third party and used or held for use by the Company or the US Subsidiary

Please refer to Part 2 which includes third party unregistered Intellectual Property Rights. In addition, the Company unavoidably uses open source software. However it separates this software from its developments and to not modify the software.

1. uIP (micro IP) light weight Ethernet IP stack ported to CommAgility TI DSP HW without ARM cores (i.e. prior to Linux support).

AMC-V7-2C66 BSP

AMC-D24A4-RF4 (on C6678 devices) BSP

BSD license, see https://en.wikipedia.org/wiki/UIP_(micro_IP)

2. lwIP lightweight Ethernet TCP/IP stack. Uses on CommAgility Xilinx FPGA HW with an Ethernet connection and MicrBlaze processor core.

AMC-V7-2C66 BSP

AMC-RF2x2 BSP

Modified BSD license, see http://savannah.nongnu.org/projects/lwip/

3. U-boot. Used as a software bootloader for Linux on the Company’s hardware featuring TI devices with ARM cores:-

AMC-D24A4-RF4 BSP

AMC-K2L-RF2 BSP

VPX-D16A4 BSP

License GNU GPL V2, see http://www.denx.de/wiki/U-Boot/

4. Linux. Used as the OS on the Company’s and third party hardware featuring TI devices with ARM cores:-

AMC-D24A4-RF4 BSP

AMC-K2L-RF2 BSP

VPX-D16A4 BSP

SmallCellPHY-TI, SmallCellSTACK, MobilePHY, MobileSTACK.

License GNU GPL V2, see https://www.kernel.org/category/faq.html

5. Linux GNU core utilities. Used on all products with Linux. Mixture of GNU GPL, GNU LGPL, BSD.

Please refer to the licence manifest file at document VII.F.21 of the Data Room.

6. Texas Instruments RFSDK and MCSDK.

All the Company’s Texas Instruments based software development.

3-clause BSD licenses as follows:

“Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

Neither the name of Texas Instruments Incorporated nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON

ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ”

7. SCTP Lib http://www.sctp.de/sctp-download.html

eNodeB Protocol Stack test cases which are distributed

8. OpenAES https://github.com/jhjin/OpenAES

Used for eNodeB Protocol Stack test cases

See link for license

9. minmea https://github.com/cloudyourcar/minmea

GPS NMEA 0183 sting processing library used by eNodeB and UE Stack in ground to air solution

See https://github.com/cloudyourcar/minmea/blob/master/COPYING for licensing

10. rapidxml http://rapidxml.sourceforge.net/

XML file parser for UE protocol stack

Boost Software License see http://rapidxml.sourceforge.net/license.txt

Part 5.

Particulars of licenses, agreements, authorisations, and permissions granted by the Company or the US Subsidiary relating to Intellectual Property Rights listed in Parts 1 to 4 of Schedule 6.

All licenses and agreements are available in the Data Room at folders VII.E, VII.E.2, II, VII.B, VII.C, VII, and VII.F.

The following particulars specifically relate to co-developed Intellectual Property Rights between the Company and the specified third party.

Technology	Provider	Format	Schedule	Data Room Document Reference
LTE UE Stack	L&T Technology Services Ltd	Source	LTE UE Stack Documentation Support Tools	7.06 L & T Software License Agreement.pdf
LTE PHY License Agreement	TI	Source		7.06 TI LTE License Agreement .pdf 7.06 CA TI amend #5

Part 6.

Particulars of agreements which restrict use by the Company or the US Subsidiary of Intellectual Property Rights listed in Parts 1 and 3 of Schedule 6.

Aeroflex Board Manufacture and Supply Agreement, May 2013, restricts supply of AMC-V7-2C6678-SFP to a list of 6 competitors named in Appendix 6 of that agreement.

The Company uses Japanese components in most of its hardware products. Japanese suppliers have a restriction on weapons and military end use policy. For example see Murata’s policy:-

http://www.murata.com/en-eu/support/militaryrestriction.

Cards designed specifically for military end-use equipment have these components designed out, e.g. VPX-D16A4 and AMC-V7-2C66 ruggedized products.

Aeroflex Board Manufacture and Supply Agreement, May 2013, has an escrow agreement clause for the AMC-V7-2C6678-SFP, AMC-2C6678-550-SFP, and AMC-V6-SAS at the request of Aeroflex. ESCROW has not been requested by Aeroflex and as such no the Company product information is held in escrow.

TI LTE PHY License Agreement Amendment #5 Clause 7 27th May 2015 requires TI’s written approval for CommAgility to sublicense the LTE Rel.9 and Rel.10 SmallCellPHY-TI software to the Company’s customers. This approval has never been withheld.

Schedule 7. Information technology

Part 1 - Particulars of IT System

Overview

The IT network within the Company has been developed and is maintained by two full-time IT Engineers and provides a sophisticated and fully integrated IT network to employees in both sites and to VPN users. The Company’s IT department does not contract external resources or professional services to support it.

In-house Private Server Cloud

At the heart of the Company’s IT infrastructure is a VSphere virtualization platform. This currently hosts 49 Virtual Machines (VMs) on 6 actual server platforms across the two sites. Some of these VMs are providing file service shares including Windows Server, SAP, Microsoft Exchange, Jira, Confluence, FTP services and Linux Samba shares. The remainder of these VMs facilitate Domain Controllers, test workstations, GitLab repositories, licence servers, KACE, Teamcity, certificates and web and intranet servers and other support functions to the business.

Server Backups

Cross-site server backups are conducted to endeavour to provide business continuity and mitigate data loss and this is implemented automatically with Veeam Backup & Recovery software. The back up server is located at a different location to the primary server. Project data is mirrored and backed-up between the Loughborough and Duisburg servers every weekday night.

Workstations

There are 74 workstations which mostly run Microsoft Windows 7 or Windows 10. The Company has:

11 x Office 365 subscriptions;

11 x Office 2013 Licences;

11 x Office 2010 Licences;

48 x Office 2010 Microsoft Volume Licences; and

40 x Office 2007 Licences.

A small number of the workstations run Linux. These workstations are used in the office and lab environment.

Dell is the preferred solutions provider and most users are issued with a Dell E-Series laptop with up to two additional screens.

All employees use Microsoft Office and the applications software inventory on these workstations includes: SAP Business One, Mentor Expedition/xDX Designer, TI’s Code Composer Studio, GitLab, TeamCity, LabView, XJTAG, Solidworks and Solidworks Flow and Microsoft Project.

Workstation Backups

Office workstations are backed-up using Acronis Backup and this runs to an automated schedule storing data on dedicated server platforms.

Development Environment

Jira project management tool is used in all aspects of software and hardware development and support. GitLab is the repository for software and firmware and provides strict version control. In-house Wiki is provided with a Confluence site allowing project spaces to be built for each project team. Instant messaging and communication is facilitated between all team members, whatever their location using Skype.

Security

The network has been architected with security in mind. Both sites operate sophisticated firewall apparatus which can screen all traffic entering or leaving the network. The on-site Microsoft Exchange email service operates in conjunction with GFI MailEssentials screening and virus checking to protect the network from email-borne threats. Workstations are provisioned, managed and secured using KACE Endpoint Systems Management suite. This allows the IT team to push security patches and upgrades to all corporate users immediately or as required. This toolkit is also used to assure software licence compliance and inventory. All workstations are protected with Trend Worry-Free Business Security and this is centrally administered to ensure each workstation is up-to-date. Security risks are reviewed and tested periodically.

Please refer to the Company’s IT inventory at document VII.G.3 of the appendix to the Disclosure Letter.

Part 2. Particulars of IT Contracts

Corporate

Domain hosting: Amazon Web Services Wildcard Certificate hosting for commagility.com : Digicert 3 years prepaid from 12 Mar 2015

Loughborough

Telephone: Loughborough University (Data Room 8.01)
Internet: Loughborough University

Duisburg

Telephone: Immobilien Management Duisburg (Data Room 8.01)
Internet 1: Immobilien Management Duisburg (Data Room 8.01)
Internet 2: University Duisbrg Essen

Telephone : None Provided

Internet: Rialto Melbourne Investor LLC (Data Room 8.01)

Software

Software	Supplier	Licence(s)	Maintenance
Office 365	Bechtle	11 user subscriptions (see ‘Workstations’ above)	N/A
Veeam Backup and Recovery	Bechtle	8 socket perpetual licence	Annual maintenance expires December 2017
VMware vSphere/vCenter	Bechtle	perpetual licence	Maintenance expired.
Jira	Atlassian	250 User perpetual licence V5.2	Maintenance expired 13 Aug 2015
Confluence	Atlassian	100 user perpetual licence	Maintenance expires 7 May 2017

Dell Kace	Bechtle	Subscription expires 10 July 2017	N/A
Microsoft Exchange.	Bechtle	2 licences.	N/A
GFI Email Protection Suite	Bechtle	250 mailbox subscription expires September 2017	N/A
Sophos Antivirus	Bechtle	subscription	N/A
LabView Developer Suite	National Instruments	subscription expires 17 September 2017	N/A
Solidworks	Solid Solutions	2 standard licences and 1 Flow licence	Maintenance expires 31 October 2017
XJTAG Developer licence	XJTAG	1 licence	Maintenance expires 2 July 2017
Mentor xPCB Layout 100	Mentor	1 licence	Maintenance expires 27 May 2017.
Mentor xDX Designer 200	Mentor	3 licences	Maintenance expires 27 May 2017.
SAP Business 1	Broadgate	9 licences	Maintenance expires Jan 2018.
Genesys RF simulation	Keysight	Lease of software expires 9 Feb 2017	N/A
Code Composer Studio 6	TI	25 floating licences	N/A

Schedule 8. Particulars of Properties

Description of the Property	Part of Area GB together with Gas Pod, Charnwood Building, Holywell Park, Loughborough
Description of Lease	Lease dated 22 December 2015
Landlord	Loughborough University
Tenant	CommAgility Limited
Term	Term commencing 1 January 2016 and expiring 1 November 2020.
Current Use	Office space, laboratory space, cycle storage
Current level of rent per annum (exclusive of VAT)	£32,920 per annum
Next rent review date	N/A
Option to determine	The Tenant is entitled to terminate the Lease with respect to those areas in the Premises covering Part Area GB if the Tenant gives the Landlord 6 months’ written notice and, at the expiry of the notice, there is no outstanding arrears of Basic rent, Service Charge or Insurance Rent (Service Charge and Insurance Rent having been invoiced) and vacant possession has been given.

Description of the Property	Part of Area GB, Charnwood Building, Holywell Park, Loughborough
Description of Lease	Lease dated 2 November 2015
Landlord	Loughborough University
Tenant	CommAgility Limited
Term	Term commencing 2 November 2016 and expiring 1 November 2020.
Current Use	Office space, laboratory space
Current level of rent per annum (exclusive of VAT)	£14,310 per annum
Next rent review date	N/A
Option to determine	The Tenant is entitled to terminate the Lease with respect to those areas in the Premises covering Part Area GB on any anniversary of the Term if the Tenant gives the Landlord 6 months’ written notice and, at the expiry of the notice, there is no outstanding arrears of Basic rent, Service Charge or Insurance Rent (Service Charge and Insurance Rent having been invoiced) and vacant possession has been given.

Description of the Property	Office No. 718, 100 Rialto Place, Melbourne, FL 32901
Description of Lease	Lease dated October 19, 2016
Landlord	Rialto Melbourne Investor, LLC
Tenant	CommAgility Inc.
Term	Term commencing November 1, 2016, and continuing on a month-to-month basis until either party provides the other party with 30 days’ prior written notice to vacate.
Current Use	Office space
Current level of rent (exclusive of VAT)	$625.00 per month (November 1, 2016 to October 31, 2017)
Next rent review date	1 November 2017
Option to determine	N/A

Description of the Property	Tec-Center, Bismarckstr. 142, 47057 Duisburg
Description of Lease	Lease dated 31 March/24 March 2015 as amended 30 April/11 April 2015
Landlord	City of Duisburg
Tenant	CommAgility Limited
Term	Indefinite period. Notice period 3 month to the end of the month; notice period applies for landlord and tenant
Current Use	Office space, laboratory space
Current level of rent per annum (exclusive of VAT)	EUR 66,747.00 and EUR 4,140.00 for parking spaces.
Next rent review date	N/A
Option to determine	N/A

Description of the Property	Furnished apartment, Krummacherstrasse 24, 47051 Duisburg
Description of Lease	Lease dated 15 April 2012
Landlord	Dr. Rolf Böhnke
Tenant	CommAgility Limited
Term	Indefinite period. Notice period 3 month; notice period applies for landlord and tenant
Current Use	Accomodation
Current level of rent per annum (exclusive of VAT)	EUR 3,600.00.
Next rent review date	N/A
Option to determine	N/A

Schedule 9. Earn-out Payments

Part 1

Definitions

2017 EBITDA: EBITDA for the First Earn-out Year.

2018 EBITDA: EBITDA for the Second Earn-out Year.

Earn-out Payments : has the meaning set out in paragraph 2.1 of this Schedule.

EBITDA: means EBITDA of the Company and the US Subsidiary as determined in accordance with paragraph 7 of this Schedule.

2017 Earn-out Payment: the Earn-out Payment in respect of the First Earn-out Year.

2018 Earn-out Payment: the Earn-out Payment in respect of the Second Earn-out Year.

Earn-out Period: the First Earn-out Year or the Second Earn-out Year, as the case may be.

Earn-out Year: means the First Earn-out Year and/or the Second Earn-out Year.

First Earn-out Year : the Financial Year beginning on 1 January 2017 ending on 31 December 2017.

Earn-out Statement : has the meaning set out in paragraph 3.2(b) of this Schedule.

Expert : a member of an independent firm of chartered accountants of international repute appointed in accordance with paragraph 4 of this Schedule to resolve any dispute arising between the parties in connection with the preparation of any Earn-out Statement or the calculation of the corresponding Earn-out Payment in relation to a Financial Year.

Financial Year : each and any financial year (within the meaning of section 390 of the Companies Act 2006) of the Company and the US Subsidiary.

Objection Notice : has the meaning set out in paragraph 3.3 of this Schedule.

Reference Accounts : in relation to each Earn-out Period, the audited consolidated accounts of the Company and the US Subsidiary for such Earn-out Period and prepared in accordance with UK GAAP in force for that Financial Year and otherwise in accordance with this Schedule.

Resolution Notice : has the meaning set out in paragraph 3.6 of this Schedule.

Review Period : has the meaning set out in paragraph 3.3 of this Schedule.

Second Earn-Out Year: the Financial Year beginning on 1 January 2018 and ending on 31 December 2018.

Earn-out Payments

2.1

As additional consideration for the Sale Shares, the Buyer shall make the following payments to the Sellers, which shall be apportioned between the Sellers as set out opposite their respective names in Schedule 1 (together the “ Earn-out Payments ” , each an “ Earn-out Payment ” ):

(a)

A 2017 Earn-out Payment of up to £10,000,000 (ten million pounds), based on 2017 EBITDA being greater than £2,000,0000 (two million pounds) in the First Earn-out Year, calculated by reference to the indicative table setting out the methodology for calculating the 2017 Earn-out Payment and the 2018 Earn-out Payment included at Part 2 of this Schedule, as further described in paragraphs 2.2 to 2.5 (inclusive) of this Schedule; and

(b)

A 2018 Earn-out Payment of up to £10,000,000 (ten million pounds) LESS the value of the 2017 Earn-out Payment (if any), based on 2018 EBITDA being between greater than the EBITDA figure actually achieved in the First Earn-out Year (and in any event greater than £2,000,0000 (two million pounds)) in the Second Earn-out Year calculated by reference to the indicative table setting out the methodology for calculating the 2017 Earn-out Payment and the 2018 Earn-out Payment included at Part 2 of this Schedule as further described in paragraphs 2.2 to 2.5 (inclusive) of this Schedule.

2.2

As indicated in the table at Part 2 of this Schedule, each incremental increase in EBITDA of up to £100,000 shall be multiplied by the appropriate multiplier set out adjacent to that increment in the table in calculating each Earn-out Payment.

2.3

For the avoidance of doubt, each £1 of EBITDA in respect of the First Earn-out Year and the Second Earn-out Year shall be included in the calculation of the relevant Earn-out Payment and not just complete increments of £100,000.

2.4

In respect of the Second Earn-out Year, the 2018 Earn-out Payment shall, if the 2018 EBITDA is greater than £2,000,000 and greater than the 2017 EBITDA, be calculated:

(a)

first by reference to the table at Part 2 of this Schedule, disregarding any 2017 Earn-out Payment; and

(b)

second, by deducting from the amount so determined the value of the 2017 Earn-out payment.

2.5

The following are illustrative examples of the calculation of the Earn-out Payments, which are included as an aide to interpretation only:

2017 EBITDA	2017 Earn-out Payment	2018 EBITDA	2018 Earn-out Payment
£1,800,000	zero (as EBITDA below £2,000,000)	£1,900,000	zero (as EBITDA below £2,000,000)
£1,800,000	zero (as EBITDA below £2,000,000)	£2,500,000	£1,000,000 less zero = £ 1,000,000
£1,800,000	zero (as EBITDA below £2,000,000)	£3,792,500	£4,600,000 plus (£92,5003) less zero = £4,600,000 plus £277,500 less zero = £ 4,877,500*
£3,000,000	£ 2,500,000	£2,500,000	zero (as 2018 EBITDA lower than 2017 EBITDA)
£3,000,000	£ 2,500,000	£3,100,000	£2,800,000 less £2,500,000 = £ 300,000
£3,000,000	£ 2,500,000	£4,015,860	£5,500,000 plus (£15,8603.5) less £2,500,000 =£5,500,000 plus £55,510 less £2,500,000 = £ 3,055,510*
£4,375,100	£6,550,000 plus (£75,1003.5) = £6,550,000 plus £262,850 = £ 6,812,850*	£4,690,000	£7,600,000 plus (£90,0003.5) less £6,812,850 = £7,600,000 plus £315,000 less £6,812,850 = £ 1,102,150*
£4,375,100	£6,550,000 plus (£75,1003.5) = £6,550,000 plus £262,850 = £ 6,812,850*	£5,002,000	£9,000,000 plus (£2,0002) less £6,812,850 = £9,000,000 plus £4,000 less £6,812,850 = £ 2,191,150*
£5,700,000	£ 10,000,000 (maximum)	£7,000,000	zero (as maximum earned in 2017)

2.6

Subject always to paragraph 6 of this Schedule 9 (Set-Off Rights) the Buyer shall pay the amount due (if any) in respect of each Earn-out Payment in cash (and through the issue of a loan note if applicable):

(a)

by the later of:

(i)

5 Business Days following the date that the parties agree in writing that the relevant Earn-out Payment is agreed; or

(ii)

31 March in the Financial Year that follows the relevant Earn-out Period; or

(b)

if an Objection Notice is served in accordance with paragraph 3.3 of this Schedule the Buyer shall pay such amount of the relevant Earn-out Payment as is not in dispute between the parties by the date referred to at paragraph 2.6(a) and shall pay the balance (if any) of the relevant Earn-out Payment within 10 days of the parties:

(i)

agreeing in writing all disputed matters concerning the relevant Earn-out Statement and the calculation of the corresponding Earn-out Payment; or

(ii)

receiving notice of the Expert’s determination of the relevant Earn-out Payment in accordance with paragraph of this Schedule.

2.7

To the extent that the 2017 Earn-out Payment exceeds the 2017 EBITDA and/or the 2018 Earn-out Payment exceeds the 2018 EBITDA (in either such case an “ Earn-out Surplus ”), the Buyer may, by notice in writing to the Sellers’ Representative delivered with the draft Earn-out Statement referred to in paragraph 3.2 below elect to satisfy the Earn-out Surplus by issuing the Sellers with a loan note (which shall carry an interest rate of 5% and a redemption period of 2 years (in relation to the 2017 Earn-out Payment) and 1 year (in relation to the 2018 Earn-out Payment)) issued by WTG to the Sellers for the full amount of the Earn-out Surplus in proportion to their respective entitlements to the relevant Earn-out Payment, subject only to the Sellers’, the Buyer and WTG agreeing to the terms of such loan note (provided always that the terms referred to above relating to interest and redemption shall be deemed to be agreed). For the avoidance of doubt, the balance of the Earn-out Payment (excluding the Earn-out Surplus) shall be made in cash in accordance with paragraph 2.6.

2.8

EBITDA results will be calculated in accordance with UK GAAP (in a manner consistent with past practice of the Company in the normal course of business) save where specific accounting policies and procedures have been specified in paragraph 7 of this Schedule (in which case those specific policies and procedures shall apply and not UK GAAP).

Earn-out Statement and agreeing the Earn-out Payments

3.1

In relation to each Earn-out Period, the Buyer shall procure that the Reference Accounts for that Earn-out Period are prepared and audited as soon as practicable and in any event within 90 days of the last day of the relevant Earn-out Period.

3.2

Within 10 Business Days of completion of the audit of the Reference Accounts in respect of an Earn-out Period, the Buyer shall deliver to the Sellers:

(a)

a copy of the relevant Reference Accounts; and

(b)

a statement prepared by the Buyer’s accountants (“ Earn-out Statement ” ) setting out:

(i)

its calculation of the EBITDA for that Earn-out Period;

(ii)

any adjustments made to the Reference Accounts or any figures stated therein in preparing the Earn-out Statement, including, without limitation, those made to reflect the specific accounting policies and procedures set out in paragraph 7 of this Schedule; and

(iii)

its calculation of the resulting Earn-Out Payment (if any) payable in respect of that Earn-out Period.

(c)

if the Buyer elects to satisfy an Earn-out Surplus by the issue of a loan note by WTG in accordance with paragraph 2.7:

(i)

written notice of that election; and

(ii)

a draft of the loan note instrument pursuant to which such loan notes are proposed to be issued together with details of any other terms or restrictions to which such loan notes would be subject.

3.3

The Sellers shall, within 10 Business Days from receipt of the Reference Accounts and the Earn-out Statement for an Earn-out Period (“ Review Period ” ), deliver to the Buyer a written notice stating whether they agree with the Earn-out Statement and the Buyer’s calculation of the Earn-out Payment. In the case of any disagreement, the notice (“ Objection Notice ” ) shall specify the areas disputed by the Sellers and describe, in reasonable detail, the basis for the dispute.

3.4

If the Sellers fail to deliver an Objection Notice during the Review Period they shall, with effect from the expiry of the Review Period, be deemed to agree the Earn-out Statement and the amount of Earn-out Payment specified in it.

3.5

During each Review Period, the Buyer shall upon reasonable notice and during normal business hours, permit the Sellers (and their agents or advisers) to review such books and records of the Company and the US Subsidiary as the Sellers (or their agents or advisers) may reasonably require for the purpose of reviewing the Earn-out Statement and the Buyer’s calculation of the corresponding Earn-out Payment.

3.6

If the Sellers serve an Objection Notice in accordance with paragraph 3.3 of this Schedule, the parties shall seek in good faith to resolve the disputed matters and agree the amount of the Revenue and the Earn-out Payment for the relevant Earn-out Period as soon as reasonably possible. If the parties are unable to reach

agreement within 15 Business Days of the service of the Objection Notice, then at any time following the expiry of such period either party may, by written notice to the other (“ Resolution Notice ” ), require the disputed matters to be referred to an Expert for determination in accordance with paragraph 4 of this Schedule.

3.7

Each party shall bear and pay its own costs incurred in connection with the preparation, review and agreement of each Earn-out Statement and the calculation of each Earn-out Payment.

Expert determination

4.1

If a Resolution Notice is served by either party, the parties shall use all reasonable endeavours to reach agreement regarding the identity of the person to be appointed as the Expert and to agree terms of appointment with the Expert as soon as reasonably possible. Neither party shall unreasonably withhold its agreement to the terms of appointment proposed by the Expert or the other party.

4.2

If the parties fail to agree on an Expert and his terms of appointment within ten (10) Business Days of either party serving details of a proposed Expert on the other, either party shall be entitled to request the President for the time being of the Institute of Chartered Accountants of England and Wales to appoint the Expert and to agree his of terms of appointment on behalf of the parties.

4.3

Except for any procedural matters, or as otherwise expressly provided in this Schedule, the scope of the Expert’s determination shall be limited to determining the unresolved matters in the Objection Notice relating to:

(a)

whether the Earn-out Statement has been prepared, and the corresponding calculation of the Earn-out Payment has been made, in accordance with the requirements of this Schedule;

(b)

whether any errors have been made in the preparation of the Earn-out Statement and the corresponding calculation of the Earn-out Payment; and

(c)

any consequential adjustments, corrections or modifications that are required for the Earn-out Statement to have been prepared, and the corresponding calculation of the Earn-out Payment to have been made, in accordance with the requirements of this Schedule.

4.4

The parties shall co-operate with the Expert and shall provide (and in the case of the Buyer shall procure that the Company and each of the US Subsidiary provides) such assistance and access to such documents, personnel, books and records as the Expert may reasonably require for the purpose of making his determination.

4.5

The parties shall be entitled to make submissions to the Expert and each party shall, with reasonable promptness, supply the other party with all such information and access to its documentation, books and records as the other party may reasonably require in order to make a submission to the Expert in accordance with this paragraph.

4.6

To the extent not provided for in this paragraph 4, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of his determination as he considers just or appropriate including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination.

4.7

Unless otherwise agreed by the parties, the Expert shall be required to make his determination in writing (including the reasons for his determination) and to provide a copy to each party as soon as reasonably practicable and in any event within thirty (30) Business Days of his appointment.

4.8

The Expert shall act as an expert and not as an arbitrator. Save in the event of manifest error or fraud the Expert’s determination of any matters referred to him in accordance with this Schedule shall be final and binding on the parties.

4.9

If an appointed Expert dies or becomes unwilling or incapable of acting, or does not deliver his determination within the period required by this paragraph 4:

(a)

the parties shall use all reasonable endeavours to agree the identity and terms of appointment of a replacement Expert;

(b)

if the parties fail to agree and appoint a replacement Expert within ten (10) Business Days of a replacement being proposed in writing by one party, then either party may apply to the President for the time being of the Institute of Chartered Accountants of England and Wales to discharge the appointed Expert and to appoint a replacement Expert; and

(c)

this paragraph 4 shall apply in relation to each and any replacement Expert as if he were the first Expert appointed.

4.10

Each party shall act reasonably and co-operate to give effect to the provisions of this paragraph 4 and shall not do anything to hinder or prevent the Expert from reaching his determination.

4.11

Each party shall bear its own costs in relation to the reference to the Expert. The Expert will direct that his fees shall be borne by the parties on the general principle that costs should follow the event on a proportionate basis, except where it appears to the Expert that, in the circumstances, this is not appropriate in relation to the whole or part of such costs.

Conduct of business during the Earn-out Period

5.1

In order to protect and safeguard the Sellers’ potential entitlement to the Earn-out Payments, the Buyer covenants with the Sellers that, during the Earn-out Period:

(a)

the Buyer will act in good faith towards the Sellers having regard to the interest of the Sellers in relation to the Earn-out Payments;

(b)

the business of the Company shall be under the day to day management of Paul Moakes, Edward De Salis Young, Simon Pack and Martin Hollingshead (for as long as each of them continues to be an employee of the Company);

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(c)

the Buyer will maintain sufficient working capital in the Company to allow it to operate normally. The Buyer may move cash out of the Company to other WTG Group companies, including by way of loans, provided that this does not create insolvency or working capital constraints which interfere in the normal course of Company’s business;

(d)

the Sellers are supplied with:

	(i)	monthly financial reports;

	(ii)	quarterly financial statements; and

	(iii)	a quarterly earn-out statement reflecting the latest Earn-Out Payment projections;

5.2

The Sellers agree that the Buyer will be allowed to undertake any and all actions necessary to run the business.

5.3

If the Buyer or any member of the Buyer’s Group proposes to do or impose on the Company any deliberate act which will or would reasonably be expected to have a negative effect on the 2017 EBITDA and/or the 2018 EBITDA of not less than £25,000 then the Buyer may only carry out such act if one of the following applies:

(a)

the written consent of the Sellers’ Representative has been given; or

(b)

if the Buyer elects the acceleration of the Earn-out Payments by paying in full of the maximum possible Earn-out Payment (being £10,000,000 less the amount of any Earn-out Payment already made), or as otherwise agreed in writing with the Sellers; or

(c)

if the following process is followed:

(i)

the Buyer shall give the Sellers’ Representative at least 10 Business Days’ prior written notice before carrying out the act in question, including details of any mitigating actions and/or adjustments it proposes to make to the calculation of the 2017 EBITDA and/or the 2018 EBITDA to compensate for the proposed act or omission (a “ Buyer Adjustment Notice ”);

(ii)

the Sellers’ representative may, within 10 Business Days of receiving a Buyer Adjustment Notice provide the Buyer with a notice in writing stating his good-faith estimate of the adjustments required to be made to the calculation of the 2017 EBITDA and/or the 2018 EBITDA to compensate for the proposed act or omission (a “ Seller Adjustment Notice ”) AND if he fails to give notice under this paragraph (ii) above he shall be deemed to consent to the proposed act and accept the mitigating actions and/or adjustments (if any) proposed by the Buyer, in each case as set out in the Buyer Adjustment Notice;

(iii)

if the Sellers’ Representative delivers a Seller Adjustment Notice in accordance with paragraph (ii), the Buyer and the Sellers shall have a period of 5 Business Days in which they will negotiate in good faith to agree the amount of a write back (of an amount necessary to

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compensate for the adverse impact on EBITDA) into the relevant Earn-out Statement in respect of the First Earn-out Year and/or the Second Earn-out Year (as appropriate). If the Buyer and Sellers cannot agree on the amount of such adjustment, within those 5 Business Days of the delivery of a Seller Adjustment Notice, the matter shall be referred to the decision of an Expert in accordance with the provisions of paragraph 4 of this Schedule 9 as if the proposed adjustment were a Resolution Notice; and

(iv)

for the avoidance of doubt so long as the process outlined above is followed there shall be no requirement for the Buyer to wait for completion of the process before carrying out the relevant act.

5.4

The Buyer and Sellers agree, without limitation, that the following actions impact the Earn-out calculations and would require one of the steps referred to at paragraph 5.3(a), 5.3(b) or 5.3(c) to be followed:

(a)

the disposal (by any means) outside of the ordinary course of business of any material part of the assets or material undertaking of the Company and/or the US Subsidiary as carried on at Completion, including, by way of example, the sale of the Company IPR or similar material assets of the Company;

(b)

the termination of the employment of any of the Sellers by the Company by any means unless for gross misconduct entitling summary dismissal without compensation pursuant to the relevant Employment Agreement or criminal acts;

(c)

a reduction-in-force of headcount by 15% or more in any fiscal year from the headcount at the beginning of that fiscal year imposed upon the business unit by the Buyer (excluding retirement/resignation in the ordinary course);

(d)

any actions to integrate the sales channel, engineering teams or any other significant portions of the business or operations of the Company (such that the acts reduce or diminish the Company’s level of or access to resources) with the business or operations of the WTG Group;

(e)

the diversion or redirection of the business carried on by, or the custom of any customer or client of the Company and/or the US Subsidiary at Completion away from the Company and/or the US Subsidiary unless such diversion or redirection is accompanied by and conditional upon inter-company accounting which, in the reasonable opinion of the Sellers’ Representative and the Buyer, compensates the full amount of the effect on EBITDA;

(f)

any step for the winding up or dissolution of, or appointment of an administrator, receiver or receiver and manager, to the Company and/or the US Subsidiary or any part of their assets or undertaking, or any similar or analogous process unless the Company and/or the US Subsidiary (as applicable) becomes unable to pay its debts as they fall due;

(g)

any restriction imposed on the Sellers by the Buyer in connection with the use of the Company’s name, but not including any changes to branding, marketing or communications which relate solely to the use of any of Buyer’s brands or

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corporate trading names alongside and with the Company name in websites, marketing materials, emails, tradeshows, or business cards;

(h)

any transfer to the Company and/or the US Subsidiary of any onerous or unprofitable activity, undertaking or obligation of the Buyer or any member of the Buyer’s Group or for which the Buyer or any member of the Buyer’s Group receives a benefit unless such transfer is accompanied by and conditional upon inter-company accounting which, in the reasonable opinion of the Sellers’ Representative and the Buyer, compensates the full amount of the effect on EBITDA;

(i)

the imposition of any management or service charge on the Company and/or the US Subsidiary by the Buyer or any member of its Group unless such imposition is accompanied by and conditional upon inter-company accounting which, in the reasonable opinion of the Sellers’ Representative and the Buyer, compensates the full amount of the effect on EBITDA;

(j)

the acquisition by the Company and/or the US Subsidiary (by any means) of any share or loan capital or other interest in any corporate body, partnership or other venture;

(k)

the giving of any guarantee, indemnity or other agreement by the Company/or the US Subsidiary to secure or incur financial or other obligations relating to the obligations of any other person.

5.5

The Buyer and Sellers agree, without limitation, that the following actions would not impact the Earn-out calculations and would not require one of the steps referred to at paragraph 5.3(c) to be followed: the integration of IT and accounting systems; administrative process; accounting process, finance and financial reporting; IT systems; internal controls, and other corporate governance functions, including reporting lines in relation to such functions.

5.6

The Sellers agree that they shall operate the business in accordance with good industry practice during the Earn-out Period and use their reasonable endeavours to allocate such expenditure as is reasonable to ensure the business operates in manner which is compliant with all tax, legal, regulatory and commercial licensing arrangements which are relevant to the business.

set-off rights

6.1

If, on or at any time prior to the date that the Earn-Out Payments fall due (each an “ Earn-out Payment Date ” or together the “ Earn-out Payment Dates” ), a Due Amount is outstanding, the Buyer shall be entitled to satisfy all (to the extent possible) or part of the Sellers’ liability to pay the Due Amount by way of set-off against either one or both of the Earn-Out Payments, and to treat its obligation to make the relevant Earn-Out Payment(s) as being reduced pro tanto by the amount so set off.

6.2

If on any Earn-out Payment Date there is an Outstanding Claim, the Buyer shall be entitled (at its sole discretion) to withhold from the Earn-out Payment an amount equal to the Estimated Liability (if any) or, if the Earn-out Payment is lower than the

103

Estimated Liability, the full amount of the Earn-out Payment (“Earn-Out Reserved Sum”) and shall pay the balance of the Earn-out Payment in accordance with paragraph 6.3 of this Schedule. For the avoidance of doubt, no amount may be withheld pursuant to this paragraph 6.2 in respect of an Outstanding Claim in respect of which no Estimated Liability has been agreed by the Buyer and the Sellers or opined by Counsel in accordance with the definition of Estimated Liability set out in clause 1.1

6.3

Where an Earn-Out Reserved Sum has been withheld by the Buyer pursuant to paragraph 6.2 in respect of an Outstanding Claim, upon that claim becoming a Resolved Claim the Buyer shall:

(a)

be entitled (at its sole discretion) to satisfy all (to the extent possible) or part of the Seller’s liability to pay the Due Amount in respect of the relevant Resolved Claim by way of set-off against the corresponding Earn-Out Reserved Sum, and to treat its obligation to pay the Earn-Out Reserved Sum as being reduced pro tanto by the amount so set off; and

(b)

to the extent that the Due Amount is less than the Earn-out Reserved Sum pay to the Sellers the balance of the corresponding Earn-Out Reserved Sum (if any) after the Buyer has exercised its rights pursuant to paragraph 6.3(a) in accordance with the proportions set out in Schedule 1. Such payment shall be made by the Buyer within 5 Business Days of the Outstanding Claim becoming a Resolved Claim.

6.4

Nothing in this paragraph 6 shall prejudice, limit or otherwise affect:

(a)

any right or remedy the Buyer may have against the Sellers from time to time, whether arising under this Agreement or any of the documents executed pursuant to this agreement; or

(a)

the Buyer’s right to recover against the Sellers, whether before or after any Earn-out Payment is made in accordance with this agreement,

save to the extent that any such right or remedy, or Losses relating thereto, has been satisfied by the application of this paragraph 6.

6.5

The amount of a Earn-Out Reserved Sum withheld by the Buyer in accordance with this paragraph 6 shall not be regarded as imposing any limit on the amount of any claims under this agreement or any of the documents executed pursuant to this agreement.

6.6

If a Due Amount is not satisfied in full by way of set-off under paragraph 6.1 or 6.3, nothing in this agreement shall prevent any right of the Buyer to recover the balance of the Due Amount from the Sellers (to the extent not so satisfied) in accordance with the terms of this Agreement.

6.7

In the event that the Company’s agreement with Texas Instruments Incorporated (“ TI ”) relating to the Company’s use of TI’s Release 10 Intellectual Property is terminated by TI then the Sellers agree that the Buyer’s obligation to pay and the Seller’s right to receive any unearned Earn-out Payments shall immediately lapse

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unless the Company is lawfully able to continue to use the Release 10 Intellectual Property of Texas Instruments for the remainder of the Earn-out Period on materially the same terms and which allow such Release to be used in a manner which is consistent with past practice and in accordance with the Company’s business requirements in relation thereto, and for these purposes “unearned Earn-out Payments” shall mean any Earn-out Payment in respect of an Earn-out Year which has not ended at the time of such termination. For the avoidance of doubt, any Earn-out Payment in respect of an Earn-out Year which has ended on the date of termination shall remain payable by the Buyer notwithstanding that it has not been paid, or has not been agreed or determined pursuant to this Schedule 9.

ACCOUNTING POLICIES AND PROCESSES

7.1

There will be no capitalization of R&D expenses for the purposes of calculating the 2017 EBITDA and/or the 2018 EBITDA;

7.2

Deferred revenue recognition will assign fair value measurement, consistent with UK GAAP and past practice of the Company in the UK (so the amounts assigned to software will be consistent with the Company’s existing price lists and previous sales), of any multiple element arrangements such that, there will be deferred revenue liabilities recorded for any undelivered elements of a contract, specifically, software development requirements which require additional R&D and software customization requirements which require additional costs and R&D. Fair value will be assigned and separate revenue recognition for the following, to the extent included in the contract:

(a)

the software license;

(b)

obligations related to software development or next generation releases, or customization requirements; and

(c)

continued support or maintenance.

7.3

Any adjustments which have been agreed or determined in accordance with paragraph 5.3(c) of this Schedule 9.

7.4

The Sellers acknowledge the need for:

(a)

a qualified Chief Financial Officer and agrees to work with Buyer for the recruitment, selection, and employment of a full time and permanent Chief Financial Officer; and

(b)

legal counsel involvement in customer contract drafting, negotiation and execution.

Accordingly the Sellers agree that the costs of the above matters will be included in the Earn-out Payments calculations up to a maximum of £200,000 over and above the original 2017/2018 budgeted plan costs of £22,759. For the avoidance of doubt, the cost of UK regulatory compliance and legal representation (for matters other than those referred to above) are considered to be part of the ordinary course of business and will be fully recognized in the earn-out calculations with no cap.

7.5

The Sellers and Buyer agree:

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(a)

to follow the accounting principles of matching, whereby the business unit which recognizes revenue will also recognize the direct costs of that revenue. So, in the instance whereby the Company or the US Subsidiary is assisted in winning and recognizing new business through the Buyer’s direct and indirect channels, the cost of that new business in the form of commission payments will be recognized by the Company or the US Subsidiary through intercompany accounts (if paid directly by the Buyer or any member of its Group), or directly by the Company or the US Subsidiary (if paid direct) and recognised in the relevant Earn-out Statement;

(b)

that no indirect corporate overhead allocations relating to the US operations of the Buyer’s Group (which have no benefit to the Company) such as that related to public company costs, filing costs, executive management, or compliance are to be recognized in the Earn-out Statement calculations;

(c)

no time keeping for R&D time and inquiries are to be included in intercompany accounting for purposes of the Earn-out Statement calculations, unless, Tim Whelan and Edward de Salis Young agree in writing before-hand either on a project scope and cost or in respect of a sufficiently material level of on-going and/or ad hoc time and inquiries, which in either such case would then be included in intercompany charges and the Earn-out Statement calculations;

(d)

any employees hired in the US for the benefit of the Company or the US Subsidiary (with the approval of the Sellers) will be included as an appropriate intercompany cost transfer and recognized in the Earn-out Statement calculations;

(e)

all T&E costs are to be borne by each side respectively, with the Company’s T&E costs being reflected in the Earn-Out Payment calculations;

(f)

to the extent that EBITDA is reduced by any payment of the Employee Loyalty Bonus, such reduction will be reversed in the Earn-out Statement; and

(g)

to the extent that EBITDA is reduced by any matter giving rise to an Indemnity Claim, the reduction will be reversed in the Earn-out Statement to the extent of any payment by the Sellers pursuant to such Indemnity Claim.

7.6

The full amount of the PKF Fee will be added back to EBITDA.

7.7

To the extent that any act or acts of the Buyer or any member of the Buyer’s Group which would have required one of the steps referred to at paragraph 5.3(a), 5.3(b) or 5.3(c) of this Schedule to be followed but for the requirement in paragraph 5.3 for such act to have a negative effect on the 2017 EBITDA and/or the 2018 EBITDA of not less than £25,000 have, in the aggregate, had a negative effect on the 2017 EBITDA and/or the 2018 EBITDA of not less than £50,000, there shall be added back to the relevant EBITDA an amount equal to such negative effect. For the avoidance of doubt, no act in respect of which any of the steps referred to at paragraph 5.3(a), 5.3(b) or 5.3(c) was taken shall be included in such aggregate calculation.

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Part 2

I ndicative Table of 2017 Earn-out Payment and

2018 Earn-out Payment

EBITDA		Total Increment		Increment		Mutiplier		Eo Amt		EO 1+2 Total
(,000)			(,000)		(,000)				(,000)		(,000)
£	2,000
£	2,100	£	100	£	100		2.00	£	200	£	200
£	2,200	£	200	£	100		2.00	£	200	£	400
£	2,300	£	300	£	100		2.00	£	200	£	600
£	2,400	£	400	£	100		2.00	£	200	£	800
£	2,500	£	500	£	100		2.00	£	200	£	1,000
£	2,600	£	600	£	100		3.00	£	300	£	1,300
£	2,700	£	700	£	100		3.00	£	300	£	1,600
£	2,800	£	800	£	100		3.00	£	300	£	1,900
£	2,900	£	900	£	100		3.00	£	300	£	2,200
£	3,000	£	1,000	£	100		3.00	£	300	£	2,500
£	3,100	£	1,100	£	100		3.00	£	300	£	2,800
£	3,200	£	1,200	£	100		3.00	£	300	£	3,100
£	3,300	£	1,300	£	100		3.00	£	300	£	3,400
£	3,400	£	1,400	£	100		3.00	£	300	£	3,700
£	3,500	£	1,500	£	100		3.00	£	300	£	4,000
£	3,600	£	1,600	£	100		3.00	£	300	£	4,300
£	3,700	£	1,700	£	100		3.00	£	300	£	4,600
£	3,800	£	1,800	£	100		3.00	£	300	£	4,900
£	3,900	£	1,900	£	100		3.00	£	300	£	5,200
£	4,000	£	2,000	£	100		3.00	£	300	£	5,500
£	4,100	£	2,100	£	100		3.50	£	350	£	5,850
£	4,200	£	2,200	£	100		3.50	£	350	£	6,200
£	4,300	£	2,300	£	100		3.50	£	350	£	6,550
£	4,400	£	2,400	£	100		3.50	£	350	£	6,900
£	4,500	£	2,500	£	100		3.50	£	350	£	7,250
£	4,600	£	2,600	£	100		3.50	£	350	£	7,600
£	4,700	£	2,700	£	100		3.50	£	350	£	7,950
£	4,800	£	2,800	£	100		3.50	£	350	£	8,300
£	4,900	£	2,900	£	100		3.50	£	350	£	8,650
£	5,000	£	3,000	£	100		3.50	£	350	£	9,000
£	5,100	£	3,100	£	100		2.00	£	200	£	9,200
£	5,200	£	3,200	£	100		2.00	£	200	£	9,400
£	5,300	£	3,300	£	100		2.00	£	200	£	9,600
£	5,400	£	3,400	£	100		2.00	£	200	£	9,800
£	5,500	£	3,500	£	100		2.00	£	200	£	10,000

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Schedule 10. Completion Working Capital and Completion Net Debt

Part 1. General

BASIS OF PREPARATION OF THE COMPLETION ACCOUNTS AND COMPLETION - STATEMENT

1.1	The Completion Accounts are to be drawn up in accordance with the bases that appear, and in the order shown, below:

(a)

to the extent it gives rise to a treatment which complies with UK GAAP, on a basis consistent with and using the same accounting principles, policies, practices and bases applied by the Company in the preparation of the Accounts provided that:

(i)

there will be no capitalization of R&D expenses;

(ii)

deferred revenue recognition will assign fair value measurement, consistent with past practice of the Company in the UK (so the amounts assigned to software will be consistent with the Company’s existing price lists and previous sales), of any multiple element arrangements such that, there will be deferred revenue liabilities recorded for any undelivered elements of a contract, specifically, software development requirements which require additional R&D and software customization requirements which require additional costs and R&D. Fair value will be assigned and separate revenue recognition for the following, to the extent included in the contract:

(1)

the software license;

(2)

obligations related to software development or next generation releases, or customization requirements; and

(3)

continued support or maintenance;

(b)

to the extent not covered by paragraph 1.1(a) in accordance with UK GAAP.

1.2

The Completion Statement has been be derived from the Completion Accounts.

1.3

The Completion Statement specifies (i) Completion Working Capital (ii) Cash (iii) Debt Cash (iv) Working Capital Cash and (v) Indebtedness and (vi) the Completion Net Debt or the Completion Net Cash.

2.	DELIVERY OF THE COMPLETION STATEMENT

2.1

The draft Completion Accounts and draft Completion Statement and the draft Reconciliation Statement prepared by the Sellers are set out in Part 2 of this Schedule 10.

2.2

The Buyer must within 45 days (“ Objection Period ”) notify the Sellers either that it agrees with the Completion Accounts, the draft Completion Statement and the draft Reconciliation Statement or it disputes the Completion Accounts, the draft Completion Statement and/or the draft Reconciliation Statement, explaining in reasonable detail the

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matters it disagrees with and the adjustments it considers should be made (“ Dispute Notice ”).

2.3

If the Buyer has notified the Sellers that it agrees with the Completion Accounts, the draft Completion Statement or if it has not delivered a Dispute Notice relating to the Completion Accounts or the draft Completion Statement to the Sellers during the Objection Period, the Completion Accounts and the draft Completion Statement will be final and binding on the Buyer and the Sellers.

2.4

If the Buyer has notified the Sellers that it agrees with the draft Reconciliation Statement or if it has not delivered a Dispute Notice relating to the draft Reconciliation Statement to the Sellers during the Objection Period, the draft Reconciliation Statement will be final and binding on the Buyer and the Sellers.

2.5

The costs of preparing the Completion Accounts, the Completion Statement and the Reconciliation Statement will be borne by the Sellers, and the Buyer will bear the costs of its review of the Completion Accounts, the Completion Statement and the Reconciliation Statement.

2.6

If the Buyer serves a Dispute Notice, the Buyer and the Sellers must use their reasonable endeavours to reach agreement as to the matter or matters in dispute within 20 Business Days of the date of delivery of such Dispute Notice (“ Resolution Period ”).

2.7

If, before the expiry of the Resolution Period, agreement is reached between the Buyer and the Sellers as to all matters in dispute, the Sellers must, within 5 Business Days of such agreement being reached, procure the delivery to the Buyer of a revised draft of the statement(s) in dispute incorporating such agreed adjustments. The revised Completion Statement or Reconciliation Statement (as appropriate) will be final and binding on the Buyer and the Sellers from the date of its delivery to the Buyer.

2.8

The Buyer and the Sellers shall use all reasonable endeavours to procure that all working papers and other information as may be reasonably required by any of them shall be made available and shall generally provide such assistance to each other (and to the Expert pursuant to paragraph 3) as may be necessary for the preparation and agreement of the Completion Statement and Reconciliation Statement.

3.	REFERENCE TO EXPERT

3.1

In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Buyer or the Sellers, to the Expert for determination. The Expert will act as an expert and not as an arbitrator.

3.2

If the Buyer and the Sellers are unable to agree on an Expert within 5 Business Days, either the Buyer or the Sellers may request the president for the time being of the Institute of Chartered Accountants in England and Wales to appoint an accountant of repute and with relevant experience as the Expert.

3.3

The Expert’s decision will be communicated in writing to the Sellers and the Buyer. Within 5 Business Days of the Expert’s decision, the Sellers must send to the Buyer a revised Completion Statement and/or Reconciliation Statement (as appropriate) incorporating such adjustments (if any) as have been determined by the Expert and that

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Completion Statement and/or Reconciliation Statement will be final and binding on the Buyer and the Sellers from the date of its delivery to the Buyer.

3.4

ADJUSTMENT OF PURCHASE PRICE FOR COMPLETION STATEMENT

4.1	The Purchase Price shall be:

(a)

in respect of working capital as at 31 December 2016:

(i)

increased by the amount by which the Completion Working Capital exceeds the Net Working Capital PEG; or

(ii)

reduced by the amount by which the Completion Working Capital is less than the Net Working Capital PEG; and

(b)

in respect of cash/debt as at 31 December 2016:

(i)

increased by the Completion Net Cash (if Completion Cash exceeds Indebtedness); or

(ii)

reduced by the Completion Net Debt (if Indebtedness exceeds Completion Cash),

provided that no adjustment shall be made to the Purchase Price unless the £100,000 thresholds referred to at paragraph 4.2 below have been passed.

4.2

On the Adjustment Date:

(a)

if following the adjustments referred to at paragraph 4.1 of this Schedule 10, the Purchase Price is to be increased by a sum which is in excess of £100,000 (a “ Completion Accounts Price Increase ”), the Buyer shall (subject to paragraph 5 below pay to the Sellers ( in the proportions set out opposite the Sellers’ names in Schedule 1) an amount equal to the whole of the Completion Accounts Price Increase (and, for the avoidance of doubt not, not just the excess above £100,000) by way of telegraphic transfer to the Sellers’ Solicitors (who are authorised by the Sellers’ to accept the same), by way of an increase in the Purchase Price in accordance with clauses 3.1(e) and 4.4(c) of this Agreement; or

(b)

if following the adjustments referred to at paragraph 4.1 of this Schedule 10, the Purchase Price is to be reduced by a sum which is in excess of £100,000 (a “ Completion Accounts Price Decrease ”):

(i)

the Buyer’s liability to pay the Deferred Payment pursuant to clause 4.4(b) shall be reduced:

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(A)

on a £ for £ basis by an amount equal to the whole of the Completion Accounts Price Decrease (and, for the avoidance of doubt not, not just the excess above £100,000); and

(B)

on the basis that the payment made on each Deferred Payment Date is reduced by one-quarter of the aggregate Completion Accounts Price Decrease; and

(ii)

to the extent that the aggregate of any Completion Accounts Price Decrease and any Reconciliation Statement Price Decrease exceed the Deferred Payment, the Sellers shall pay to the Buyer an amount equal to the shortfall,

by way of a reduction in the Purchase Price.

ADJUSTMENT OF PURCHASE PRICE FOR RECONCILIATION STATEMENT

5.1	The Purchase Price shall be reduced by:

(a)

the amount of any Leakage; and

(b)

the aggregate amount of the Extraordinary Payments.

(the aggregate of such amounts being a “ Reconciliation Statement Price Decrease ”)

5.2	On the Adjustment Date:

(a)

the Buyer’s liability to pay the Deferred Payment pursuant to clause 4.4(b) shall be reduced:

(i)

on a £ for £ basis by an amount equal to any Reconciliation Statement Price Decrease; and

(ii)

on the basis that the payment made on each Deferred Payment Date is reduced by one-quarter of the aggregate Reconciliation Statement Price Decrease; and

(b)

to the extent that the aggregate of any Reconciliation Statement Price Decrease and any Completion Accounts Price Decrease exceeds the Deferred Payment, the Sellers shall pay to the Buyer an amount equal to the shortfall,

by way of a reduction in the Purchase Price

SET-OFF

6.1

Where a payment is due from the Sellers to the Buyer pursuant to paragraph 4 of this Schedule 10, the Buyer may (at its sole discretion) satisfy all (to the extent possible) or part of the shortfall amount by payment out of the Deferred Payment (in accordance with the provision of clause 6) or any Earn-out Payments (in accordance with the provisions of Schedule 9).

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6.2

If, on or at any time prior to the Adjustment Date, a Due Amount is outstanding, the Buyer shall be entitled to satisfy all (to the extent possible) or part of the Seller’s liability to pay the Due Amount by way of set-off against any Completion Accounts Price Increase, and to treat its obligation to make the Completion Accounts Price Increase as being reduced pro tanto by the amount so set off.

6.3

If on the Adjustment Date there is an Outstanding Claim, the Buyer shall be entitled (at its sole discretion) to withhold from the Completion Accounts Price Increase an amount equal to the Estimated Liability (if any), or if the Completion Accounts Price Increase is lower than the Estimated Liability, the full amount of the Completion Accounts Price Increase (“ Price Increase Reserved Sum” ), and shall pay the balance of the Completion Accounts Price Increase in accordance with paragraph 4.2(a) of this Schedule 10. For the avoidance of doubt, no amount may be withheld pursuant to this paragraph 6.3 in respect of an Outstanding Claim in respect of which no Estimated Liability has been agreed by the Buyer and the Sellers or opined by Counsel in accordance with the definition of Estimated Liability set out in clause 1.1.

6.4

Where a Price Increase Reserved Sum has been withheld by the Buyer pursuant to paragraph 6.3 in respect of an Outstanding Claim, upon that claim becoming a Resolved Claim the Buyer shall:

(a)

be entitled (at its sole discretion) to satisfy all (to the extent possible) or part of the Seller’s liability to pay the Due Amount in respect of the relevant Resolved Claim by way of set-off against the corresponding Price Increase Reserved Sum, and to treat its obligation to pay the Price Increase Reserved Sum as being reduced pro tanto by the amount so set off; and

(a)

to the extent that the Due Amount is less than the Price Increase Reserved Sum pay to the Sellers the balance of the corresponding Price Increase Reserved Sum (if any) after the Buyer has exercised its rights pursuant to paragraph 6.4(a) in accordance with the proportions set out in Schedule 1. Such payment shall be made by the Buyer within 5 Business Days of the Outstanding Claim becoming a Resolved Claim.

6.5

Nothing in this paragraph 6 shall prejudice, limit or otherwise affect:

(a)

any right or remedy the Buyer may have against the Sellers from time to time, whether arising under this agreement or any of the documents executed pursuant to this agreement; or

(b)

the Buyer’s right to recover against the Sellers, whether before or after any Completion Accounts Price Increase is made in accordance with this agreement,

save to the extent that any such right or remedy, or Losses relating thereto, has been satisfied by the application of this paragraph 6.

6.6

The amount of any Price Increase Reserved Sum withheld by the Buyer in accordance with this paragraph 6 shall not be regarded as imposing any limit on the amount of any claims under this agreement or any of the documents executed pursuant to this agreement.

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6.7

If a Due Amount is not satisfied in full by way of set-off under paragraph 6.2 or 6.4, nothing in this agreement shall prevent any right of the Buyer to recover the balance of the Due Amount from the Sellers (to the extent not so satisfied) in accordance with the terms of this Agreement.

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Part 2.

Completion Accounts and Statement and Reconciliation Statement

Project Penrose

Completion Accounts Balance sheet - 31 Dec 2016

Project Penrose
Balance Sheet (£’000)	Dec-16


Tangible assets		223
IP		314
FIXED ASSETS		537

CURRENT ASSETS
Stock		834
Debtors Control Account		3,308
Prepayments		12
Loans to CA Inc		2
Corporation Tax - UK		103
Cash at bank		1,886
		6,145

CURRENT LIABILITIES
Creditors Control Account		728
Accruals		51
GRNI		(20	)
VAT		175
PAYE and NI		78
Payroll liabilities		56
Corporation Tax - DE		12
Deferred tax		24
Deferred revenue		266
		1,371

TOTAL ASSETS LESS CURRENT LIABILITIES		5,312

LONG TERM LIABILITIES
Deferred Purchase Liability		328

NET ASSETS		4,984

CAPITAL AND RESERVES
Reserves		4,604
Profit and loss account period		380

TOTAL CAPITAL AND RESERVES		4,984

Check		(0	)

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Project Penrose

Completion Statement

		£

(i)	Completion Working Capital	2,820,329

(ii)	Cash	(101,095)

(iii)	Debt Cash	1,237,325

(iv)	Working Capital Cash	750,000

(v)	Indebtedness	(1,237,325)

(vi)	Completion Net Cash	648,905

(vii)	Purchase Price Adjustment	1,099,235

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Project Penrose

Cash reconciliations

Summary

			£GBP
1 Lloyds Current account			2,933,429.98
2 Lloyds Euro a/c			24,919.12
3 Lloyds USD a/c			415,361.44
4 Co-Op Bank Current Ac			98,273.06
5 Deutsche Bank EUR a/c			148,520.56
Total			3,620,504.16

Cash reconciliations:

1 Lloyds Current account
					£GBP
Lloyds bank current ac	Per Statement					2,974,699.95
Lloyds bank current ac	Per SAP					2,933,429.98
Variance						(41,269.97	)

Difference being:
PAYE payment 17.2.17						41,269.97
Variance					-	0

2 Lloyds Euro a/c
		EUR		FX		£GBP
Lloyds bank current ac EURO	Per Statement	30,382.90		1.16		26,118.32
Lloyds Euro a/c	Per SAP	28,987.90		1.16		24,919.12
Variance		1,395.00				(1,199.20	)

Difference being:
Payment to Fadhli (Supplier payment)		1,395.00		1.16		1,199.20
Revised variance		-				-

3 Lloyds USD a/c
		USD		FX		£GDP
Lloyds USD a/c	Per Statement	617,471.02		1.25		493,976.82
Lloyds USD a/c	Per SAP	519,201.80		1.25		415,361.44
Revised variance		(98,269.22	)			(78,615.38	)

Difference being:
Payment to Ramco (supplier payment)		98,269.22		1.25		78,615.38
Revised variance		-				-

4 Co-Op Bank Current Ac
						£GBP
Co-Op Bank Current Ac	Per SAP					98,273.06
Co-Op Bank Current Ac	Per Statement					98,273.06
Variance						-

5 Deutsche Bank EUR a/c
		EUR		FX		£GBP

Deutsche Bank EUR a/c	Per Statement	173,088.27		1.17		148,520.56
Deutsche Bank EUR a/c	Per SAP	173,088.27		1.17		148,520.56
Variance		-				-

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SIGNATURE PAGE

SIGNED as a DEED but not delivered until the date set out on page 1 by PAUL MOAKES in the presence of:		/s/ Paul Moakes

Witness Signature:		/s/ Hollie Whyman

Witness Name:		Hollie Whyman

Witness Address:		9-13 St. Andrew Street London EC4A 3AF
Occupation:		Trainee Solicitor

SIGNED as a DEED but not delivered until the date set out on page 1 by EDWARD DE SALIS YOUNG in the presence of:		/s/ Edward de Salis Young

Witness Signature:		/s/ Hollie Whyman

Witness Name:		Hollie Whyman

Witness Address:		9-13 St. Andrew Street London EC4A 3AF
Occupation:		Trainee Solicitor

SIGNED as a DEED but not delivered until the date set out on page 1 by SIMON PACK by his attorney Edward de Salis Young under a Power of Attorney dated 15 February 2017 in the presence of:		/s/ Edward de Salis Young

Witness Signature:		/s/ Hollie Whyman

Witness Name:		Hollie Whyman

Witness Address:		9-13 St. Andrew Street London EC4A 3AF

117

Occupation:		Trainee Solicitor

SIGNED as a DEED but not delivered until the date set out on page 1 by MARTIN HOLLINGSHEAD in the presence of:		/s/ Martin Hollingshead

Witness Signature:		/s/ Hollie Whyman

Witness Name:		Hollie Whyman

Witness Address:		9-13 St. Andrew Street London EC4A 3AF
Occupation:		Trainee Solicitor

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SIGNED as a DEED but not delivered until the date set out on page 1 on behalf of Wireless Telecommunications Group, Inc. by Timothy Whelan, a director in the presence of:		/s/ Timothy Whelan

Witness Signature:		/s/ Dale A. Long

Witness Name:		/s/ Dale A. Long

Witness Address:		25 Eastmans Rd., Parsippany, NY

Occupation:		Controller

SIGNED as a DEED but not delivered until the date set out on page 1 on behalf of WIRELESS TELECOM GROUP INC . a company incorporated in New Jersey by Timothy Whelan being a person who, in accordance with the laws of that territory, is acting under the authority of the company in the presence of:		/s/ Timothy Whelan

Witness Signature:		/s/ Dale A. Long

Witness Name:		/s/ Dale A. Long

Witness Address:		25 Eastmans Rd., Parsippany, NY

Occupation:		Controller

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

Wireless Telecom Group, Inc.

dated as of February 17, 2017

1.	Definitions		1

2.	Incidental Registrations		3

	(a)	Right to Include Registrable Securities	3

	(b)	Priority in Incidental Registrations	4

	(g)	Shelf Take-Downs	5

	(i)	Selection of Underwriters	5

4.	Registration Procedures		5

5.	Indemnification		8

	(a)	Indemnification by the Issuer	8

	(b)	Indemnification by Holder of Registrable Securities	9

	(c)	Conduct of Indemnification Proceedings	9

	(d)	Contribution	10

	(e)	Deemed Underwriter	11

	(f)	Other Indemnification	11

	(g)	Non-Exclusivity	11

6.	Registration Expenses		11

8.	Certain Additional Agreements		12

9.	Miscellaneous		12

	(a)	Termination	12

	(b)	Holdback Agreement	12

	(c)	Amendments and Waivers	12

	(e)	Successors, Assigns and Transferees	13

	(f)	Notices	13

	(g)	Further Assurances	14

	(h)	No Inconsistent Agreements	14

(i)	Entire Agreement; No Third Party Beneficiaries	14

(j)	Governing Law; Jurisdiction and Forum; Waiver of Jury Trial	14

(k)	Severability	15

(l)	Enforcement	15

(m)	Titles and Subtitles	15

(o)	Counterparts; PDF Signatures	15

Exhibit A — Joinder Agreement

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of February 17, 2017, by and among Wireless Telecom Group, Inc., a New Jersey corporation (the “ Issuer ”), the other signatories to this Agreement whose names are on the signature pages hereto, and any Person who becomes a party hereto pursuant to Section 8(d) or by execution of a joinder agreement substantially in the form of Exhibit A hereto. Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.

WHEREAS, the Parties desire to provide the Holders with rights to registration under the Securities Act of Registrable Securities, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the Parties agree as follows:

AGREEMENT

1. Definitions . As used in this Agreement, the following capitalized terms shall have the following respective meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such person.

“ Agreement ” has the meaning given to such term in the Preamble.

“ Board ” means the Board of Directors of the Issuer.

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

“ control ” (including the terms “ controlling ”, “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“ Covered Person ” has the meaning given to such term in Section 5(a).

“ Equity Securities ” means any and all shares of the Issuer’s common stock, par value $0.01 per share.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Free Writing Prospectus ” has the meaning given to such term in Section 4(a).

“ Holdback Period ” means, with respect to any registered offering, 90 days after and during the 10 days before, the effective date of the related Registration Statement or, in the case of a takedown from a Shelf Registration Statement, 90 days after the date of the Prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed 10 days) as the Issuer has given reasonable written notice to the Holders.

“ Holder ” means ( i ) any Person entitled to incidental or piggyback registration rights hereunder or ( ii ) any direct or indirect transferee of a Holder who has acquired Registrable Securities from a Holder and who has entered into a joinder agreement substantially in the form of Exhibit A hereto, in each case so long as such Person continues to hold any Registrable Securities.

“ Indemnified Party ” has the meaning given to such term in Section 5(c).

“ Indemnifying Party ” has the meaning given to such term in Section 5(c).

“ Issuer ” has the meaning given to such term in the Preamble.

“ Losses ” has the meaning given to such term in Section 5(a).

“ Parties ” means the parties to this Agreement.

“ Person ” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity.

“ Prospectus ” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, relating to Registrable Securities, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ Registrable Securities ” means ( a ) any Equity Securities held by a Holder on and as of the date hereof and ( b ) to the extent held, or to be held, by a Holder, any other equity securities or equity interests issued or issuable, directly or indirectly, with respect to the securities described in clause (a) by way of conversion or exchange thereof or stock dividends, stock splits or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when ( i ) they are disposed of pursuant to an effective Registration Statement under the Securities Act, ( ii ) they are sold to the public pursuant to Rule 144 or Rule 145 (or other exemption from registration under the Securities Act), ( iii ) they shall have ceased to be outstanding, or (i v ) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.

“ Registration Statement ” means any registration statement of the Issuer filed with the SEC under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including any Prospectus, Free Writing Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ Rule 145 ” means Rule 145 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ Rule 405 ” means Rule 405 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ SEC ” means the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“ Shelf Registration Statement ” has the meaning given to such term in Section 3(a).

“ Shelf Underwritten Offering ” has the meaning given to such term in Section 3(a).

“ Subsidiary ” means ( i ) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by another entity, either directly or indirectly and ( ii ) any joint venture, general or limited partnership, limited liability company or other legal entity in which an entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner.

“ Take-Down Notice ” has the meaning given to such term in Section 3(a).

2. Incidental Registrations .

(a) Right to Include Registrable Securities . If, after the date hereof, the Issuer determines to register additional Equity Securities under the Securities Act (other than pursuant to a Registration Statement filed by the Issuer on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under

the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders’ rights under this Section 2. Upon the written request of any such Holder made within 5 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method or methods of disposition thereof), the Issuer will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Issuer has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that ( x ) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Issuer may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and ( y ) if such registration involves an underwritten offering, all Holders requesting to be included in the Issuer’s registration must sell their Registrable Securities to the underwriters selected by the Issuer on the same terms and conditions as apply to the Issuer, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing at least two Business Days prior to the effective date of the Registration Statement filed in connection with such registration, to withdraw its request to register such securities in connection with such registration. The Issuer shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of ( i ) 180 days after the effective date thereof and ( ii ) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Any Holder who has elected to sell Registrable Securities in an underwritten offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the Issuer if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given pursuant to this Section 2(a).

(b) Priority in Incidental Registrations . The Issuer shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit Holders who have requested to include Registrable Securities in such offering to include in such offering all Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Issuer included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering have informed the Issuer that in its good faith opinion the total number or dollar amount of securities that such Holders and the Issuer intend to include in such offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the amount of securities to be offered for the account of Holders (other than the Issuer) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended in the good faith opinion of such managing underwriter(s) by reducing all Registrable Securities requested to be included by the Holders requesting such registration pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such registration by such Holders.

3. Shelf Take-Downs; Registration Procedures.

(a) Shelf Take-Downs . At any time that a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “ Shelf Registration Statement ”) covering Registrable Securities is effective, and the Issuer determines to do an underwritten offering, the Issuer shall deliver a notice to the Holders (a “ Take-Down Notice ”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the shelf registration statement (a “ Shelf Underwritten Offering ”). In connection with any Shelf Underwritten Offering:

(i) the Issuer shall permit each Holder to include its Registrable Securities included on the shelf registration statement in the Shelf Underwritten Offering if such Holder notifies the Issuer within 5 days after delivery (including via e-mail, if available) of the Take-Down Notice to such Holder;

(ii) the Issuer shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to Section 3(a)(i)); and

(iii) in the event that the underwriter advises the Issuer in its good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as described in Section 2(b) with respect to a limitation of shares to be included in a registration.

(b) Selection of Underwriters . No Holder shall have the right to select the underwriter to administer an offering of Registrable Securities.

4. Registration Procedures . If and whenever the Issuer is required to use its reasonable efforts to effect the registration of any Registrable Securities (or otherwise include them in an offering) under the Securities Act as provided in Section 2 and Section 3, the Issuer shall effect such registration and/or offering to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Issuer shall cooperate in the sale of such Registrable Securities and shall:

(a) notify each selling Holder, its counsel and the managing underwriter(s), if any, ( i ) when a Prospectus or any Prospectus supplement or post-effective amendment (including free writing prospectuses under Rule 433 (each a “ Free Writing Prospectus ”)) has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, ( ii ) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, ( iii ) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration

Statement or the initiation or threatening of any proceedings for that purpose, ( iv ) if at any time the Issuer has reason to believe that the representations and warranties of the Issuer contained in any agreement (including any underwriting agreement) cease to be true and correct, ( v ) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of such Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and ( vi ) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus, Free Writing Prospectus, amendment or supplement thereto, or any document incorporated or deemed to be incorporated therein by reference, as then in effect, untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (which notice shall notify the selling Holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

(b) if requested by the managing underwriter(s), if any, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriter(s), if any, or such Holder or Holders, as the case may be, may reasonably request in order to facilitate the disposition of the Registrable Securities in accordance with the intended method or methods of distribution of such securities set forth in the Registration Statement and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Issuer has received such request; provided that the Issuer shall not be required to take any actions under this Section 4(b) that are not, in the opinion of counsel for the Issuer, in compliance with applicable law;

(c) deliver to each selling Holder, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto (including any Free Writing Prospectus) as such Persons may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities in accordance with the intended method or methods of disposition thereof; and the Issuer, subject to the last paragraph of this Section 4, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(d) cooperate with the selling Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from such selling Holders that the Registrable Securities represented by

the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or the selling Holders may request at least two Business Days prior to any sale of Registrable Securities in a firm commitment public offering, but in any other such sale, within 10 Business Days prior to having to issue the securities;

(e) upon the occurrence of any event contemplated by Section 4(a)(vi) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(f) prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities;

(g) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of such Registration Statement;

(h) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and

(i) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC.

The Issuer may require each holder of Registrable Securities as to which any registration is being effected to furnish to the Issuer in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Issuer may, from time to time, reasonably request and the Issuer may exclude from such registration the Registrable Securities of any Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.

If the Issuer files any Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, the Issuer agrees that it shall use its reasonable efforts to include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Each Holder agrees that if such Holder has Registrable Securities covered by such Registration Statement that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 4(a)(ii), 4(a)(iii), 4(a)(iv), 4(a)(v) and 4(a)(vi) hereof, such

Holder will promptly discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(b) hereof, or until it is advised in writing by the Issuer that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided that the time periods under Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the Holder is required to discontinue disposition of such securities.

5. Indemnification .

(a) Indemnification by the Issuer . The Issuer shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each Holder whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) each such Holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (each such person being referred to herein as a “ Covered Person ”), from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such Person in connection with any investigation or proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “ Losses ”), as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like or Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein) incident to any such registration, qualification, or compliance, or based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Issuer of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Issuer and relating to any action or inaction in connection with the related offering of Registrable Securities, and will reimburse each such Covered Person for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss; provided that the Issuer will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such Covered Person relating to such Covered Person or its Affiliates (other than the Issuer or any of its Subsidiaries), but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, Free Writing Prospectus or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Covered Person with respect to such Covered Person for use therein. It is agreed that the indemnity agreement contained in this Section 5(a) shall not apply to amounts paid in settlement of any such Loss or action if such

settlement is effected without the consent of the Issuer (which consent shall not be unreasonably withheld).

(b) Indemnification by Holder of Registrable Securities . As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Issuer shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Issuer, its directors and officers and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Issuer and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Issuer, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); provided , further , that the liability of such Holder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement.

(c) Conduct of Indemnification Proceedings . If any Person shall be entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall give prompt notice to the Party from which such indemnity is sought (the “ Indemnifying Party ”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and such Indemnifying Party may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless ( i ) the Indemnifying Party agrees to pay such fees and expenses or ( ii ) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party, in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at

the Indemnifying Party’s expense; provided , further , that the Indemnifying Party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (without the consent of the Indemnified Party) ( x ) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or ( y ) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

(d) Contribution . If the indemnification provided for in this Section 5 is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The Parties agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), an Indemnifying Party that is a selling Holder shall not be required to contribute any amount in excess of the amount that such Indemnifying Party has otherwise been, or would otherwise be, required to pay pursuant to Section 5(b) by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are more favorable to the Holders than the foregoing provisions, the provisions in the underwriting agreement shall control.

(e) Deemed Underwriter . To the extent that any of the Holders is, or would be expected to be, deemed to be an underwriter of Registrable Securities pursuant to any SEC comments or policies or any court of law or otherwise, the Issuer agrees that ( i ) the indemnification and contribution provisions contained in this Section 5 shall be applicable to the benefit of such Holder in its role as deemed underwriter in addition to its capacity as a Holder (so long as the amount for which any other Holder is or becomes responsible does not exceed the amount for which such Holder would be responsible if the Holder were not deemed to be an underwriter of Registrable Securities) and ( ii ) such Holder and its representatives shall be entitled to conduct the due diligence which would normally be conducted in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters.

(f) Other Indemnification . Indemnification similar to that specified in the preceding provisions of this Section 5 (with appropriate modifications) shall be given by the Issuer and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

(g) Non-Exclusivity . The obligations of the Parties under this Section 5 shall be in addition to any liability that any Party may otherwise have to any other Party.

6. Registration Expenses . All reasonable fees and expenses incurred in the performance of or compliance with this Agreement by the Issuer including, without limitation, ( i ) all registration and filing fees (including, without limitation, fees and expenses ( A ) with respect to filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and ( B ) with respect to compliance with securities or blue sky laws, including, without limitation, any fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), ( ii ) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Issuer and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, ( iii ) messenger, telephone and delivery expenses of the Issuer, ( iv ) fees and disbursements of counsel for the Issuer, and ( v ) expenses of the Issuer incurred in connection with any road show, shall be borne by the Issuer whether or not any Registration Statement is filed or becomes effective. In addition, the Issuer shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Issuer are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Issuer.

The Issuer shall not be required to pay ( i ) fees and disbursements of any counsel retained by any Holder or by any underwriter (except as set forth above in this Section 6), ( ii ) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Issuer), or

( iii ) any other expenses of the Holders not specifically required to be paid by the Issuer pursuant to the first paragraph of this Section 6.

7. Certain Additional Agreements . If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the holder of any securities of the Issuer, then such Holder shall have the right to require ( a ) the insertion therein of language, in form and substance satisfactory to such Holder and the Issuer, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Issuer’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuer, or ( b ) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Issuer required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

8. Miscellaneous .

(a) Termination . The provisions of this Agreement (other than Section 5) shall terminate upon the earliest to occur of ( i ) a date that is 18 months from the date hereof, (ii) its termination by the written agreement of all Parties or their respective successors in interest, ( iii ) with respect to a Holder, the date on which all Equity Securities held by such Holder have ceased to be Registrable Securities, ( iv ) with respect to the Issuer, the date on which all Equity Securities have ceased to be Registrable Securities and ( v ) the dissolution, liquidation or winding up of the Issuer. Nothing herein shall relieve any Party from any liability for the breach of any of the agreements set forth in this Agreement.

(b) Holdback Agreement . In consideration for the Issuer agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Issuer’s securities (whether or not such Holder is participating in such registration) upon the request of the Issuer and the underwriter(s) managing any underwritten offering of the Issuer’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Issuer or any securities convertible into or exchangeable or exercisable for any equity securities of the Issuer without the prior written consent of the Issuer or such underwriters, as the case may be, during the Holdback Period.

(c) Amendments and Waivers . This Agreement may be amended and the Issuer may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if any such amendment, action or omission to act, has received the written consent of the Issuer and the holders of a majority of the Registrable Securities. The failure of any Party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Any Holder may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose.

Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Holder granting such waiver in any other respect or at any other time.

(d) Successors, Assigns and Transferees . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement that are for the benefit of Holders shall also be for the benefit of and enforceable by any subsequent Holder, subject to the provisions contained herein.

(e) Notices . All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmission) and shall be given:

If to the Issuer, to:

Wireless Telecom Group Inc.

25 Eastmans Road

Parsippany, New Jersey 07054

Attn: Michael Kandell, CFO

Telephone: 973-386-9696 x4107

Facsimile: 973-386-9191

with a copy to:

Bryan Cave LLP

1290 Avenue of the Americas

New York, New York 10104

Attn: Tara B. Newell, Esq.

Telephone: 212-541-2084

Facsimile: 212-261-9884

if to the Holders, to:

Edward de Salis Young

with a copy (which shall not constitute notice) to:

Paul Moakes

or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Parties.

If to any other Holder, to the e-mail or physical address of such other Holder as shown in the stock record book of the Issuer.

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:30 p.m. on a Business Day in the

place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

(f) Further Assurances. At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

(g) No Inconsistent Agreements . The Issuer shall not hereafter enter into any agreement with respect to its securities that is inconsistent with or violates the rights granted to the Holders in this Agreement.

(h) Entire Agreement; No Third Party Beneficiaries . This Agreement ( i ) constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement and supersedes any prior discussions, correspondence, negotiation, proposed term sheet, agreement or understanding and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to in this Agreement and ( ii ) except as provided in Section 5 with respect to an Indemnified Party, is not intended to confer in or on behalf of any Person not a party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.

(i) Governing Law; Jurisdiction and Forum; Waiver of Jury Trial .

(i) This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.

(ii) Each Party irrevocably submits to the jurisdiction of the United States District Court for the District of New Jersey or any court of the State of New Jersey located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(iii) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties 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 fullest extent possible.

(k) Enforcement . Each Party acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching Party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

(l) Titles and Subtitles . The titles of the sections and subsections of this Agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

(m) Counterparts; PDF Signatures . This Agreement may be executed in any number of counterparts (including via facsimile and electronic transmission), each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by PDF signature(s).

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be duly executed on its behalf as of the date first written above.

	ISSUER:

	WIRELESS TELECOM GROUP, INC.

	By:	/s/ Timothy Whelan
		Name: Timothy Whelan
		Title: Chief Executive Officer

HOLDERS:

/s/ Paul Moakes
Name: Paul Moakes

/s/ Edward de Salis Young
Name: Edward de Salis Young

/s/ Martin Hollingshead
Name: Martin Hollingshead

/s/ Edward de Salis Young
Name: Simon Pack by his attorney
Edward de Salis Young under a
Power of Attorney dated 15
February 2017

Registration Rights Agreement

Exhibit A

JOINDER AGREEMENT

Reference is made to the Registration Rights Agreement, dated as of February __, 2017 (as amended from time to time, the “ Agreement ”), by and among Wireless Telecom Group, Inc., a New Jersey corporation, and the other parties thereto, if any. The undersigned agrees, by execution hereof, to become a party to, and to be subject to the rights and obligations under the Agreement.

[NAME]

By:
	Name:
	Title:

Date:

Address:

	Acknowledged by:

	WIRELESS TELECOM GROUP, INC.

	By:
		Name:
		Title:

Exhibit 10.3

LOCK UP AGREEMENT

THIS LOCK UP AGREEMENT (the “ Agreement ”) is entered into as of this 17 ^th day of February, 2017 (the “ Effective Date ”) by and between the persons set forth on Schedule A hereto (each, a “ Stockholder ” and collectively, the “ Stockholders ”) and Wireless Telecom Group, Inc., a New Jersey corporation (the “ Company ”).

WHEREAS , the Stockholders and the Company are parties to that certain Share Purchase Agreement (the “ Share Purchase Agreement ”) of even date herewith by and among the Stockholders, the Company and Wireless Telecommunications Group, Ltd, a private company limited by shares incorporated in England and Wales with company registration number 10614152 whose registered office is at C/O Bryan Cave, 88 Wood Street, London, United Kingdom, EC2V 7AJ (“ Buyer ), pursuant to which the Buyer acquired Commagility Limited, a private limited company incorporated in England and Wales with registration number 05914025 and whose registered office is located at Charnwood Building, Holywell Park, Ashby Road, Loughborough, Leicestershire LE11 3AQ for a combination of cash and shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”).

WHEREAS , as consideration under the Share Purchase Agreement, the Stockholders will be issued an aggregate of 3,487,529 shares of Common Stock (in individual amounts set forth on Schedule A hereto) at the closing of the Share Purchase Agreement (the “ Shares ”) (subject always to the warranties and confirmations to be given by the Stockholders in relation thereto and the execution of this Lock Up Agreement and Clawback Escrow Agreement (as defined in the Share Purchase Agreement) by each of the Stockholders), of which 2,092,516 Shares shall be subject to the terms of the Clawback Escrow Agreement (the “ Escrow Shares ”) and the remainder will not be subject to the terms of that agreement (the “ Non-escrow Shares ”).

WHEREAS , as a condition of the Company’s and the Buyer’s entry into the Share Purchase Agreement, the parties agreed to restrict the sale, assignment, transfer, encumbrance or other disposition of the Shares by each Stockholder as hereinafter provided.

NOW THEREFORE , in consideration of the premises and of the terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

LOCK UP OF SHARES; PERMITTED LEAK OUTS .

(a) Subject to clauses 1(b) and 1(e) below, each of the Stockholders hereby agrees that, without the prior written consent of the Company and except as set forth below, he or she, as applicable, will not during the period commencing on the Effective Date and ending on the date which is 30 calendar months following the Effective Date (the “ Lock Up Period ”) (i) offer, pledge, gift, donate, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, such Shares as remain subject to the Lock Up from time to time (“ Lock Up Shares ”), or (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to

another, in whole or in part, any of the economic consequences of ownership of the Lock Up Shares, whether any such transaction is to be settled by delivery of shares of the Company’s Common Stock or such other securities, in cash or otherwise ((i) and (ii) being hereinafter collectively referred to as the “ Lock Up ”);

(b) On the date which is six (6) months following the Effective Date, and every six (6) months thereafter, until the expiration of the Lock-Up Period, 697,505 Shares shall be irrevocably and unconditionally released from the Lock Up, pro-rata with respect to each Stockholder, and shall thereby cease to be Locked Up Shares. It is agreed by the parties that the Non-escrow Shares shall be released from the Lock Up pursuant to this clause 1(b) in priority to the Escrow Shares;

(c) The Stockholder hereby authorizes the Company during the relevant Lock Up Period to cause any transfer agent for his or her respective Lock Up Shares (as set forth on Schedule A hereto, as reduced from time to time in accordance with clause 1(b)) to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to such Lock Up Shares for which the Stockholder is the record holder and, in the case of Lock Up Shares subject to this Agreement for which the Stockholder is the beneficial but not the record holder, agrees during the relevant Lock Up Period applicable to those Lock Up Shares to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Lock Up Shares, if such transfer would constitute a violation or breach of this Agreement;

(d) Notwithstanding the foregoing, upon the prior written consent of the Company, the Stockholder may transfer (the “ Permitted Transfer ”) Lock Up Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the Stockholder or a family member; provided that each transferee, donee or distributee of the Lock Up Shares shall sign and deliver to the Company a lock-up letter substantially in the form of this letter contemporaneously with such transaction; and

(e) The Lock Up shall not apply (i) to transfers of all Shares held by the Stockholder in relation to an acceptance of a bona fide offer for the entire issued share capital of the Company (excluding any stock or shares already held by the offeror) by any person (a “ Third Party Offer ”) which is not an offer which is not approved by the board of directors of the Company and has been induced directly or indirectly by the Stockholder or any of the Stockholder’s affiliates; (ii) upon an intervening court order; (iii) to the transfer or disposal of Shares pursuant to a compromise or arrangement between the Company and its creditors or any class of them or between the Company and its members or any class of them which is agreed to by the creditors or members and sanctioned by the court; (iv) to the transfer of Shares pursuant to any offer by the Company to purchase its own shares; or (v) to any disposal required by any legal or regulatory requirement.

RELEASES .

(a) The Lock Up shall automatically terminate if a Change of Control should occur during the Lock Up Period. For the purposes of this Agreement, “ Change of Control ” shall

mean any one of the following: (i) the consummation of a merger or consolidation of the Company with or into another any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization or other entity (collectively, a “ Person ”) (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation collectively continue to hold at least 50% of the earning power, voting power or capital stock of the surviving Person); (ii) the issuance, transfer, sale or disposition to another Person of the voting power or capital stock of the Company, if after such issuance, sale, transfer or disposition such Person would hold more than 50% of the voting power or capital stock of the Company; (iii) if the Persons who, on the date of this Agreement, constitute a majority of the board of directors of the Company or Persons nominated and/or appointed as directors by vote of a majority of such Persons, shall for any reason cease to constitute a majority of the Company’s board of directors; (iv) a sale, transfer or disposition of all or substantially all of the assets or earning power of Company; (iv) an order made for, or the adoption by the board of directors of the Company of a plan of the dissolution, liquidation or winding up of the affairs of the Company; or (v) the Company is adjudged bankrupt or declares bankruptcy or makes an assignment for the benefit of creditors, or makes a proposal or similar action under the bankruptcy, insolvency or other similar laws of New Jersey or any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, dissolution or liquidation law or statute of any jurisdiction.

(b) At any time during the Lock Up Period, in the sole discretion of the Company’s board of directors, the Company may elect to release some or all of the Lock Up Shares from the Lock Up in such amounts as it may determine.

3. TRANSFER; SUCCESSOR AND ASSIGNS . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. As provided above, any Permitted Transfer shall require the transferee to execute a lock up agreement in accordance with the same terms (including as to the release and/or termination of the Lock Up) set forth herein, provided that in respect of a Permitted Transfer of some (but not all) of the Lock Up Shares the Stockholder may (at his sole discretion) elect on which of the dates specified in clause 1(b) the Shares which are subject to the Permitted Transfer shall be released from the Lock Up pursuant to clause 1(b). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

LEGENDS .

(a) The Stockholder hereby agrees that each outstanding certificate representing the Lock Up Shares shall for such time as those Shares are subject to the Lock Up, in addition to any other legends as may be required in compliance with Federal securities laws, bear a legend reading substantially as follows:

THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK UP

AGREEMENT DATED FEBRUARY __, 2017, BETWEEN THE ISSUER AND THE STOCKHOLDER LISTED ON THE FACE HEREOF. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK UP AGREEMENT.

(b) Upon the release or termination of the Lock Up in respect of any Lock Up Shares, and subject to the Stockholder returning to the Company any existing certificates representing those Shares, the Stockholder shall be entitled, and the Company shall provide a replacement certificate which does not bear the legend referred to at clause 4(a) above.

(c) A copy of this Agreement shall be filed with the corporate secretary of the Company, shall be kept with the records of the Company and shall be made available for inspection by any stockholder of the Company. In addition, a copy of this Agreement shall be filed with the Company’s transfer agent of record.

5. NO OTHER RIGHTS . The Stockholder understands and agrees that the Company is under no obligation pursuant to this Agreement to register the sale, transfer or other disposition of the Shares under the Securities Act of 1933, as amended, or to take any other action necessary in order to make compliance with an exemption from such registration available.

6. SPECIFIC PERFORMANCE . The Stockholder acknowledges that there would be no adequate remedy at law if the Stockholder fails to perform any of its obligations hereunder, and accordingly agrees that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Stockholder under this Agreement in accordance with the terms and conditions of this Agreement. Any remedy under this Section 6 is subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

7. NOTICES . All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices and to the Stockholder at the address last appearing on the books and records of the Company.

8. RECAPITALIZATIONS AND EXCHANGES AFFECTING SHARES . Except as otherwise provided herein, the provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Lock Up Shares, to any and all shares of capital stock or equity securities of the Company which may be issued by reason of any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or otherwise and which are derived from or attributable to Lock Up Shares from time to time, but not to any shares of capital stock or equity securities of the Company which are derived from Shares which have been released from the Lock Up.

9. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in Morris County in the State of New Jersey. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in Morris County, New Jersey, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in Morris County, New Jersey has been brought in an inconvenient form.

10. COUNTERPARTS . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11. ATTORNEYS’ FEES . If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding.

12. AMENDMENTS AND WAIVERS . Any term of this Agreement may be amended with the written consent of the Company and the Stockholder. No delay or failure on the part of the Company in exercising any power or right under this Agreement shall operate as a waiver of any power or right.

13. SEVERABILITY . If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

14. CONSTRUCTION . This Agreement has been entered into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party.

15. ENTIRE AGREEMENT . This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.

[signature page follows]

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

	COMPANY:

	WIRELESS TELECOM GROUP, INC.

	By:	/s/ Timothy Whelan
		Name: Timothy Whelan
		Title: Chief Executive Officer

	STOCKHOLDERS:

	/s/ Paul Moakes
	Name: Paul Moakes

	/s/ Edward de Salis Young
	Name: Edward de Salis Young

	/s/ Martin Hollingshead
	Name: Martin Hollingshead

	/s/ Edward de Salis Young
	Name: Simon Pack by his attorney Edward de Salis Young under a Power of Attorney dated 15 February 2017

[Signature Page to Lock Up Agreement]

Schedule A

Shares Issued to Stockholders

Name	Number of Shares	Percentage
Paul Moakes	871,882	25%
Simon Pack	871,882	25%
Edward de Salis Young	871,882	25%
Martin Hollingshead	871,882	25%

Exhibit 10.4

VOTING AGREEMENT

VOTING AGREEMENT, dated as of February 17, 2017 (this “ Agreement ”), by and among Wireless Telecom Group, Inc., a New Jersey corporation (the “ Company ”), and the Persons named on Schedule 1 hereto (each a “ Shareholder ” and collectively, the “ Shareholders ”).

W I T N E S S E T H:

WHEREAS, the Shareholders and the Company are parties to that certain Share Purchase Agreement (the “ Share Purchase Agreement ”) of even date herewith by and among the Shareholders, the Company and Wireless Telecommunications Group, Ltd, a private company limited by shares incorporated in England and Wales with company registration number 10614152 whose registered office is at C/O Bryan Cave, 88 Wood Street, London, United Kingdom, EC2V 7AJ (the “ Buyer ”), pursuant to which the Buyer acquired Commagility Limited, a private limited company incorporated in England and Wales with registration number 05914025 and whose registered office is located at Charnwood Building, Holywell Park, Ashby Road, Loughborough, Leicestershire LE11 3AQ for a combination of cash and shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”).

WHEREAS, as consideration under the Share Purchase Agreement, the Shareholders were issued an aggregate of 3,487,529 shares of Common Stock (in the individual amounts set forth on Schedule 1 hereto) at the closing of the Share Purchase Agreement (subject to Section 5.1 hereof, the “ Covered Shares ”) (subject always to the warranties and confirmations to be given by the Shareholders in relation thereto and the execution of the Lock Up Agreement and Clawback Escrow Agreement (as defined in the Share Purchase Agreement) by each of the Shareholders).

WHEREAS, as of the date hereof, each of the Shareholders is the legal and Beneficial Owner (and holds sole beneficial voting power) of such Shareholder’s Covered Shares;

WHEREAS, in consideration for the Company agreeing to enter into a registration rights agreement with the Shareholders, the Company has required that each Shareholder agree, and each Shareholder has agreed, to enter into this Agreement and abide by the covenants and obligations with respect to such Shareholder’s Covered Shares; and

WHEREAS, the Board of Directors of the Company (the “ Board ”) has approved the Share Purchase Agreement and the transactions contemplated thereby, and has approved the execution and delivery of this Agreement in connection therewith.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

article I

GENERAL

1.1 Defined Terms . The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized and other defined terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Share Purchase Agreement.

“ Affiliate ” means, with respect to any Person, any other Person that is, directly or indirectly, controlling, controlled by or under common control with, such Person; provided that the Company shall not be deemed an Affiliate of any Shareholder.

“ Beneficial Ownership ” means, ownership of a security by a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (a) voting power which includes the power to vote, or direct others to vote, such security, and/or (b) investment power which includes the power to dispose of, or direct the disposition of, such security. The terms “ Beneficially Own ” , “ Beneficially Owned ” and “ Beneficial Owner ” shall each have a correlative meaning.

“ control ” (including, with its correlative meanings, “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Expiration Date ” means the date on which this Agreement shall terminate in accordance with its terms.

“ Person ” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

article II

VOTING

2.1 Agreement to Vote . Each Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at any meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that the Covered Shares of such Shareholder are entitled to count as present, vote thereon or consent thereto:

(a) appear at each such meeting or otherwise cause such Shareholder’s Covered Shares to be counted as present thereat for purposes of calculating a quorum; and

(b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company governing documents) (which vote shall be cast or consent shall be given in accordance with such

procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent) covering, all of such Shareholder’s Covered Shares (a) in favor of any proposal presented to the shareholders with a Board’s recommendation to vote in favor of such proposal, (b) against any proposal presented to the shareholders with a Board’s recommendation to vote against such proposal, and (c) in favor of any proposal presented to the shareholders with respect to an action of the Company, which the Board has approved, but as to which the Board has not made any recommendation, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of the Company’s shareholders at which any of the foregoing matters requiring Shareholders’ approval are submitted for consideration and vote of the Company’s shareholders to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters requiring Shareholders’ approval.

2.2 No Inconsistent Agreements. Each Shareholder hereby covenants and agrees that, except for this Agreement, such Shareholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust or any other voting arrangement with respect to the Covered Shares of such Shareholder, (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy (except pursuant to Section 2.3), consent or power of attorney with respect to the Covered Shares of such Shareholder that is inconsistent with, or that would have any adverse effect on its ability to meet, its obligations hereunder and (c) has not taken and shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect as of any time when this Agreement remains in effect or have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement. Each Shareholder hereby confirms that that he has given no proxies, powers of attorney, instructions or other requests prior to the execution of this Agreement in respect of the voting of such Shareholder’s Covered Shares.

2.3 Proxy . Each Shareholder hereby irrevocably appoints as his proxy and attorney-in-fact, Michael Kandell, the Chief Financial Officer of the Company, and Timothy Whelan, the Chief Executive Officer of the Company, and any individual who shall hereafter succeed any such persons, each of them individually, with full power of substitution and resubstitution, to cause all of the Covered Shares that the Shareholder would be entitled to vote if personally present to be counted as present at any shareholder meeting called to consider any matter of the Company, and to vote or execute written consents with respect to the Covered Shares of such Shareholder in accordance with Section 2.1 prior to the Expiration Date at any annual or special meetings of shareholders of the Company (or adjournments thereof) at which any of the matters described in Section 2.1 is to be considered; provided, however, that such Shareholder’s grant of the proxy contemplated by this Section 2.3 shall be effective if, and only if, such Shareholder has not delivered to the Secretary of the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.1 is to be considered a duly executed proxy card previously approved by the Company, and that may only be revoked as of the Expiration Date, directing that the Covered Shares of such Shareholder be voted in accordance with Section 2.1. This proxy, if it becomes effective, is coupled with an interest, and shall be irrevocable prior to the Expiration Date, at which time any such proxy shall terminate. Each Shareholder (solely in its capacity as such) shall take such further action or execute such other

instruments as may be necessary to effectuate the intent of this proxy. The Company may terminate this proxy with respect to such Shareholder at any time at its sole election by written notice provided to such Shareholder.

article III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Each Shareholder . Each Shareholder (severally and not jointly) hereby represents and warrants to the Company that this Agreement has been duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.2 Representations and Warranties of the Company . The Company hereby represents and warrants to each Shareholder that the Company has the requisite capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, constitutes a legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

article IV

OTHER COVENANTS

4.1 Stock Dividends, etc . In the event of a stock split, stock dividend or distribution, or any change in the Company Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares are changed or exchanged or which are received in such transaction.

4.2 Further Assurances . From time to time until the Expiration Date, at the Company’s reasonable request and expense, but without further consideration, each Shareholder agrees to cooperate with the Company in making all filings and obtaining all consents of any Governmental Authority and third parties and to execute and deliver such additional documents and take or cause to be taken all such further actions as may be necessary or desirable to effect the actions contemplated by this Agreement. Without limiting the foregoing, each Shareholder hereby authorizes the Company to publish and disclose in any announcement or disclosure required by the SEC and in a proxy statement such Shareholder’s identity and ownership of such

Shareholder’s Covered Shares and the nature of such Shareholder’s obligations under this Agreement.

article V

MISCELLANEOUS

5.1 Termination . This Agreement shall terminate and be of no further force or effect upon the termination of the Lock Up Agreement in accordance with its terms. Notwithstanding anything to the contrary contained herein, at any time, the Covered Shares shall include only such shares of Common Stock that remain subject to the Lock Up (as defined in the Lock Up Agreement) pursuant to the terms of the Lock Up Agreement, including any Beneficially Owned Covered Shares. Notwithstanding the foregoing, the provisions of this Article V shall survive any termination of this Agreement without regard to any temporal limitation. Neither the provisions of this Section 5.1 nor the termination of this Agreement shall relieve any party hereto from any liability of such party to any other party incurred prior to such termination or expiration with respect to a breach of this Agreement. Nothing in the Share Purchase Agreement shall relieve any Shareholder from any liability arising out of or in connection with a breach of this Agreement.

5.2 No Ownership Interest . Each Shareholder has agreed to enter into this Agreement and act in the manner specified in this Agreement for consideration. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to such Shareholder’s Covered Shares. All rights and all ownership and economic benefits of and relating to a Shareholder’s Covered Shares shall remain vested in and belong to such Shareholder. Without limiting the generality of the previous sentence, each Shareholder shall be entitled to receive any cash dividend paid by the Company with respect to such Shareholder’s Covered Shares during the term of this Agreement. Nothing in this Agreement shall be interpreted as (i) obligating any Shareholder to exercise or convert any warrants, options or convertible securities or otherwise to acquire Company Common Stock or (ii) creating or forming a “group” with any other Person, including the Company, for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, or any other similar provision of applicable law.

5.3 Notices . Any notices or other communications required or permitted hereunder will be deemed to have been properly given and delivered if in writing by such party or its legal representative and delivered personally or sent by facsimile, courier service recognized in United States and guaranteeing delivery within 3 Business Days, or registered or certified mail, postage prepaid, addressed as follows:

If to the Company:

Wireless Telecom Group Inc.

25 Eastmans Road
Parsippany, New Jersey 07054

Attn: Michael Kandell, CFO

Telephone: 973-386-9696 x4107

Facsimile: 973-386-9191

with a copy to:

Bryan Cave LLP

1290 Avenue of the Americas

New York, New York 10104

Attn: Tara B. Newell, Esq.

Telephone: 212-541-2084

Facsimile: 212-261-9884

If to a Shareholder, to the applicable address set forth on Schedule 1;

with a copy to:

Edward de Salis Young

and

Paul Moakes,

to the extent that a separate copy is not required to be sent to a Shareholder where the notice or communication is delivered to such Shareholder.

Unless otherwise specified herein, such notices or other communications will be deemed given (i) on the date delivered, if delivered personally, (ii) one (1) Business Day after being sent by an overnight courier recognized in the United States and guaranteeing overnight delivery, (iii) one (1) Business Day after being delivered by facsimile and (iv) five (5) Business Days after being sent, if sent by registered or certified mail. Each of the parties hereto will be entitled to specify a different address by delivering notice as aforesaid to each of the other parties hereto.

5.4 Interpretation; Definitions . The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply: (a) “either” and “or” are not exclusive and “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation;” (b) “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole, and not to any particular provision; (c) “date hereof” refers to the date set forth in the initial caption of this Agreement; (d) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if;” (e) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation hereof; (f) definitions are applicable to the singular as well as the plural forms of such terms; (g) pronouns shall include the corresponding masculine, feminine or neuter forms; (h) references to a Person are also to such Person’s permitted successors and permitted assigns; and (i) references to an “Article,” or “Section,” or “Schedule” refer to an Article or Section of or Schedule to this Agreement. No summary of this Agreement prepared by any party shall affect the meaning or interpretation of this Agreement. This Agreement is the product of negotiation

by the parties having the assistance of counsel and other advisers. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

5.5 Counterparts . This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile or “PDF” transmission.

5.6 Entire Agreement . This Agreement together with the several agreements and other documents and instruments referred to herein or therein or attached hereto or thereto, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written and oral, that may have related to the subject matter hereof in any way.

5.7 Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL .

(a) This Agreement and any claims related to the subject matter hereof will be governed by and construed in accordance with laws of the State of New Jersey, United States of America, without giving effect to any choice or conflict of law provision or rule that would result in the application of the laws of any other jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the non-exclusive jurisdiction of any state court in the State of New Jersey, United States of America, or any Federal court located in the State of New Jersey, United States of America, for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, and (ii) hereby waives, to the extent not prohibited by applicable Law, and agrees not to assert by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement, or the subject matter of such agreements may not be enforced in or by such court. Each party hereby consents to service of process in any such proceeding in any manner permitted by New Jersey law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.3 is reasonably calculated to give actual notice.

(b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND AGREES TO CAUSE EACH OF ITS SUBSIDIARIES TO WAIVE, AND COVENANTS THAT NEITHER IT NOR ANY OF ITS SUBSIDIARIES WILL ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER

OF SUCH AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH SHAREHOLDER ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE COMPANY THAT THIS SECTION 5.7 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE COMPANY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 5.7 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

5.8 Amendment; Waiver . This Agreement may not be amended except by an instrument in writing signed by the Company and each Shareholder. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the other parties.

5.9 Remedies . The parties hereto agree that (i) irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms hereof or were otherwise breached, and (ii) the parties will be entitled to specific performance of the terms hereof in addition to any other remedy to which such party is entitled at law or in equity. Accordingly, (i) the Company shall be entitled to an injunction or injunctions and temporary restraining orders, without the posting of any bond, to prevent breaches of this Agreement by any Shareholder and to enforce specifically the terms and provisions of this Agreement and (ii) each Shareholder shall be entitled to an injunction or injunctions and temporary restraining orders, without the posting of any bond, to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. For the avoidance of doubt, any party hereto may contemporaneously commence an action for specific performance and seek any other form of remedy at law or in equity that may be available for breach under this Agreement or otherwise in connection with this Agreement or the transactions contemplated hereby (including monetary damages). The obligations of each Shareholder hereunder shall be several and not joint, and no Shareholder shall be liable for any breach of the terms of this Agreement by any other Shareholder.

5.10 Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

5.11 Successors and Assigns; Third Party Beneficiaries. Except in connection with a Permitted Transfer (as such term is defined in the Lock Up Agreement), neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part (by operation of law or otherwise), by any party without the prior written consent of the other parties hereto except that the Company may assign, in its sole discretion, any or all of its rights, interest and obligations under this Agreement to any direct or indirect wholly owned Subsidiary of the Company. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

5.12 Action by Shareholder Capacity Only . The obligations of the Shareholders hereunder are several, and not joint or joint and several. The Company acknowledges that each Shareholder has entered into this Agreement solely in its capacity as the record and/or beneficial owner of such Shareholder’s Covered Shares (and not in any other capacity, including without limitation, any capacity as a director or officer of the Company). Nothing herein shall (a) limit or affect any actions taken by such Shareholder or its Affiliates or designees, or require such Shareholder or its Affiliates or designees to take any action, in each case, in its or his capacity as a director or officer of the Company (including exercising rights of the Company or the Company Board under the Share Purchase Agreement), and any actions taken, or failure to take any actions, by it or him in such capacity as a director or officer of the Company shall not be deemed to constitute a breach of this Agreement or (b) be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its shareholders.

[ Remainder of this page intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or other authorized Person thereunto duly authorized) as of the date first written above.

ThE COMPANY:

WIRELESS TELECOM GROUP, INC.

	By:	/s/ Timothy Whelan
		Name: Timothy Whelan
		Title: Chief Executive Officer

(Signature Page to Voting Agreement)

SHAREHOLDERS:

/s/ Paul Moakes
Name: Paul Moakes

/s/ Edward de Salis Young
Name: Edward de Salis Young

/s/ Martin Hollingshead
Name: Martin Hollingshead

/s/ Edward de Salis Young
Name: Simon Pack by his attorney
Edward de Salis Young under a
Power of Attorney dated 15
February 2017

(Signature Page to Voting Agreement)

SCHEDULE 1

OWNERSHIP OF COVERED SHARES

Name	Address	Number of Covered Shares	Percentage
Paul Moakes	The Orchards 7 West Leake Road East Leake Loughborough LE12 6LJ	871,882	25%
Simon Pack	245A Beacon Road Loughborough LE11 2QZ	871,882	25%
Edward de Salis Young	9 Victoria Road Woodhouse Eaves Loughborough LE12 8RF	871,882	25%
Martin Hollingshead	The Apple House 35 Main Street Frisby on the Wreake Melton Mowbray Leicestershire LE14 2NJ	871,882	25%

Exhibit 10.5

LOAN AND SECURITY AGREEMENT

Dated as of February 16, 2017

Wireless Telecom Group, Inc. ,

Boonton Electronic CORPORATION,

and

microlab/fxr

as Borrowers

and

BANK OF AMERICA, N.A .,

as Lender

TABLE OF CONTENTS

		Page

Section 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
1.1.	Definitions	1
1.2.	Accounting Terms	12
1.3.	Uniform Commercial Code	12
Section 2.	CREDIT FACILITIES	12
2.1.	Revolver Commitment.	12
2.2.	Term Loan Commitment	13
2.3.	Letter of Credit Facility	13
Section 3.	INTEREST, FEES AND CHARGES	14
3.1.	Interest.	14
3.2.	Fees.	15
3.3.	Computation of Interest, Fees, Yield Protection	15
3.4.	Reimbursement Obligations	16
3.5.	Illegality	16
3.6.	Inability to Determine Rates	16
3.7.	Increased Costs; Capital Adequacy	16
3.8.	Maximum Interest	17
Section 4.	LOAN ADMINISTRATION	17
4.1.	Manner of Borrowing and Funding Revolver Loans	17
4.2.	Effect of Termination	18
4.3.	Borrower Agent	18
4.4.	One Obligation	18
Section 5.	PAYMENTS	18
5.1.	General Payment Provisions	18
5.2.	Repayment of Revolver Loans	18
5.3.	Repayment of Term Loan	19
5.4.	Payment of Other Obligations	19
5.5.	Marshaling; Payments Set Aside	19
5.6.	Application of Payments; Dominion Account	19
5.7.	Account Stated	19
5.8.	Nature and Extent of Each Borrowers’ Liability.	20
Section 6.	CONDITIONS PRECEDENT	21
6.1.	Conditions Precedent to Initial Loans	21
6.2.	Conditions Precedent to All Credit Extensions	23
Section 7.	COLLATERAL	23
7.1.	Grant of Security Interest	23
7.2.	Lien on Deposit Accounts; Cash Collateral	24
7.3.	Reserved.	24
7.4.	Other Collateral	24
7.5.	Limitations	25
7.6.	Further Assurances; Extent of Liens	25
Section 8.	COLLATERAL ADMINISTRATION	25
8.1.	Borrowing Base Reports	25
8.2.	Accounts	25
8.3.	Inventory	26
8.4.	Equipment	26
8.5.	Deposit Accounts	26
8.6.	General Provisions	27
8.7.	Power of Attorney	28

Section 9.	REPRESENTATIONS AND WARRANTIES	28
9.1.	General Representations and Warranties	28
9.2.	Complete Disclosure	31
Section 10.	COVENANTS AND CONTINUING AGREEMENTS	32
10.1.	Affirmative Covenants	32
10.2.	Negative Covenants	34
10.3.	Financial Covenants.	38
10.4.	Post-Closing	38
Section 11.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT	38
11.1.	Events of Default	38
11.2.	Remedies upon Default	39
11.3.	License	40
11.4.	Setoff	40
11.5.	Remedies Cumulative; No Waiver	40
Section 12.	MISCELLANEOUS	41
12.1.	Amendments and Waivers	41
12.2.	Indemnity	41
12.3.	Notices and Communications	41
12.4.	Performance of Borrowers’ Obligations	42
12.5.	Credit Inquiries	42
12.6.	Severability	42
12.7.	Cumulative Effect; Conflict of Terms	43
12.8.	Counterparts	43
12.9.	Entire Agreement	43
12.10.	No Control; No Fiduciary Responsibility	43
12.11.	Waiver of Confidentiality	43
12.12.	Governing Law	43
12.13.	Consent to Forum	43
12.14.	Waivers by Borrowers	44
12.15.	Patriot Act Notice	44
12.16.	NO ORAL AGREEMENT	44

LIST OF SCHEDULES

Schedule 8.5		Deposit Accounts
Schedule 8.6.1		Business Locations
Schedule 9.1.4		Names and Capital Structure
Schedule 9.1.11		Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.14		Environmental Matters
Schedule 9.1.15		Restrictive Agreements
Schedule 9.1.16		Litigation
Schedule 9.1.18		Pension Plans
Schedule 10.2.2		Existing Liens
Schedule 10.2.14		Restrictive Agreements
Schedule 10.2.17		Existing Affiliate Transactions

( ii )

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “ Agreement ”) is dated as of February 16, 2017, among Wireless Telecom Group, Inc. , a New Jersey corporation (“ WTG ”), Boonton Electronic Corporation, a New Jersey corporation, (“ Boonton ”), Microlab/FXR, a New Jersey corporation (“Microlab and, together with WTG and Boonton, each a “Borrower” and collectively, the “ Borrowers ”) and BANK OF AMERICA, N.A. , a national banking association (“ Lender ”).

R E C I T A L S :

Borrowers have requested that Lender provide a credit facility to Borrowers to finance a portion of the Acquisition Consideration for the Target Acquisition (as defined herein) and to provide financing for Borrowers’ working capital needs and general corporate purposes. Lender is willing to provide the credit facility on the terms and conditions set forth in this Agreement.

NOW, THEREFORE , for valuable consideration hereby acknowledged, the parties agree as follows:

Section 1. DEFINITIONS; RULES OF CONSTRUCTION

1.1. Definitions . In addition to terms defined elsewhere in this Agreement, the following terms have the meanings set forth below:

Account : as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

Account Debtor : a Person obligated under an Account, Chattel Paper or General Intangible.

Acquired Business : the business of developing embedded hardware and software components for signal processing/RF modules, as conducted by the Target immediately prior to giving effect to the Target Acquisition.

Acquisition : a transaction or series of transactions resulting in (a) acquisition of a business, division or substantially all assets of a Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or combination of a Borrower or Subsidiary with another Person.

Acquisition Consideration: any cash or other property received by Sellers as consideration for the Target Acquisition.

Affiliate : with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have correlative meanings.

Allocable Amount : as defined in Section 5.8.3(b) .

Applicable Margin : the margin set forth below, as determined by the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter:

Level	Fixed Charge Coverage Ratio for most recently ended Fiscal Quarter	Applicable Margin for Revolving Loans	Applicable Margin for Term Loans
I	Greater than or equal to 1.25 : 1.00	2.75%	3.25%
II	Greater than or equal to 1.00 : 1.00, but less than 1.25 : 1.00	3.00%	3.50%
III	Less than 1.00:1.00	3.25%	3.75%

Until September 30, 2017, margins shall be determined as if Level II were applicable. Thereafter, the margins shall be subject to increase or decrease by Lender on the first day of each of the Borrowers’ Fiscal Quarters based upon the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter. If Lender is unable to calculate the Fixed Charge Coverage Ratio for the most recently ended Fiscal Quarter due to Borrower Agent’s failure to deliver any financial statement when required hereunder, then, at the option of Lender, margins shall be determined as if Level III were applicable until the first day of the Fiscal Quarter following its receipt.

Availability : the Borrowing Base minus Revolver Usage.

Average Daily Availability : shall mean, for any period of determination, the average daily Availability during such period of determination.

Bank Product : any of the following products, services or facilities extended to a Borrower by Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; and (c) commercial credit card and merchant card services.

Bank Product Debt : debt, obligations and other liabilities of Borrowers with respect to Bank Products.

Bank Product Reserve : the aggregate amount of reserves established by Lender from time to time in its Permitted Discretion in respect of Bank Product Debt.

Borrowed Money : with respect to any Obligor, without duplication, its (a) debt that (i) arises from the lending of money by any Person to such Obligor; (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments; (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the ordinary course of business); or (iv) was issued or assumed as full or partial payment for Property; (b) capital leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any debt of the foregoing types owing by another Person.

Borrower Agent : as defined in Section 4.3 .

Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the Revolver Commitment; or (b) the sum of (i) up to 85% of the amount of Borrowers’ domestic Eligible Accounts, plus (ii) the lesser of (x) $2,000,000 and (y) up to 85% of the amount of Borrowers’ Eligible Foreign Insured Accounts, plus (iii) up to 85% of Borrower’s Eligible Extended Term Accounts, plus (iv) up to the lesser of (A) 65% of the Value of Borrowers’ Eligible Inventory, not to exceed the lesser of (1) $2,500,000 and (2) 40% of the Borrowing Base as of the date of determination and (B) 85% of the NOLV of Borrowers’ Eligible Inventory, provided , that , the foregoing clauses (A) and (B) may be applied independently to raw materials and finished goods by Borrower, minus (v) Reserves.

Borrowing Base Report : a report of the Borrowing Base by Borrowers, in form and substance satisfactory to Lender.

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Business Day : any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York, and if such day relates to LIBOR, any such day on which dealings in dollar deposits are conducted in the London interbank market.

Capital Expenditures : as defined under GAAP.

Cash Collateral : cash, and any interest or other income earned thereon, that is delivered to Lender to Cash Collateralize any Obligations.

Cash Collateral Account : a demand deposit, money market or other account maintained with Lender and subject to Lender’s Liens.

Cash Collateralize : the delivery of cash to Lender, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any other Obligations (including Obligations arising under Bank Products), Lender’s good faith estimate of the amount due or to become due. “ Cash Collateralization ” has a correlative meaning.

Cash Management Services : services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

Change of Control : (a) any person or group of persons (within the meaning of Section 13(d) or 14(a) of the Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of thirty-five percent (35%) or more of the voting Equity Interests of WTG; (b) WTG ceases to own or control, beneficially and of record, directly or indirectly, 100% of all Equity Interests in Wireless Telecommunications Group, LTD (and its successor by merger after completion of the Target Acquisition), Boonton and Microlab; (c) a change in the majority of directors of any Borrower during any 24 month period, unless approved by the majority of directors serving at the beginning of such period; or (d) the sale or transfer of all or substantially all assets of any Borrower.

Collateral : all Property described in Section 7.1 , and all other Property that now or hereafter secures (or is intended to secure) any Obligations.

Commitment Termination Date : the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitment pursuant to Section 2.1.3 ; or (c) the date on which the Revolver Commitment is terminated pursuant to Section 11.2 .

Commitments : the Revolver Commitment and Term Loan Commitment.

Compliance Certificate : a certificate delivered by a knowledgeable officer of Borrower Agent certifying compliance with Section 10.3 .

Default : an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate : for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Deposit Account Control Agreement : a control agreement satisfactory to Lender executed by an institution maintaining a Deposit Account for an Obligor, to perfect Lender’s Lien on such account.

Dilution Reserve : a reserve established from time to time by Lender, in its Permitted Discretion, in an amount less than or equal to the amount of Borrowers’ bad debt write-downs, discounts, returns,

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promotions, credits, credit memos and other cash reductions with respect to Accounts to the extent such amount exceeds 5% of the gross face amount of such Accounts, as determined from the most recent field examination conducted by Lender and calculated on a trailing twelve month basis.

Domestic Subsidiary: any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

Dominion Account : a special account established by Borrowers at Lender over which Lender has exclusive control for withdrawal purposes.

Earn-Out Payments : the earn-out payments required to be paid to Seller(s) under the Share Purchase Agreement.

EBITDA : shall mean for any period with respect to Borrowers and their Domestic Subsidiaries on a consolidated basis, the sum of (without duplication): (a) net income (or loss) for such period; plus (b) all interest expense for such period; plus (c) all charges against income for such period for federal, state and local taxes; plus (d) depreciation expenses for such period; plus (e) amortization expenses for such period; plus (f) non-cash foreign exchange translations; plus (g) expenses incurred in connection with the Target Acquisition and the closing of this Agreement, to the extent expensed, up to $1,300,000; plus (h) as a one-time accommodation to Borrowers, integration expenses incurred in connection with the Target Acquisition up to $550,000; plus (i) as a one-time accommodation to Borrowers, the expense of writing off Inventory which has been owned by Borrowers for at least three years up to $550,000; plus (j) any non-cash adjustments (including non-cash purchase accounting adjustments), in each case as required or permitted by the application of GAAP (including purchase method of accounting for acquisitions and consolidations, changes in accounting for the amortization of goodwill and certain other intangibles and write downs of long-lived assets, provided , that , the foregoing clause (j) shall not apply to the write down or impairment of the value of Inventory or Accounts); plus (k) non-cash stock compensation expense; plus (l) merger and acquisition costs incurred in connection with the Target Acquisition; plus (m) documented non-recurring expenses and non-cash restructuring costs, provided , that , net income will be reduced in the amount of such costs as they are paid in cash (collectively, “Non-Recurring Expenses”), provided further , that , the aggregate amount under clause (m) hereof shall not exceed the lesser of (x) $1,500,000 and (y) 10% of EBITDA (calculated before giving effect to the addbacks under clause (m) hereof) in the aggregate for any four consecutive fiscal quarter period. Notwithstanding the foregoing proviso, as a one-time accommodation to Borrowers, the foregoing limitation shall not apply to the first $200,000 of non-cash restructuring costs ultimately paid in cash.

Eligible Account : an Account owing to a Borrower that arises in the ordinary course of business from the sale of goods or rendition of services, and is deemed by Lender, in its Permitted Discretion, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date; (b) 50% or more of the Accounts owing by the Account Debtor (or its Affiliates) are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor (or its Affiliates), it exceeds (i) for Verizon, 50%, (ii) for all other investment grade Account Debtors, 25% or (iii) for all other Account Debtors, 15% of the aggregate Eligible Accounts (or such higher percentage as Lender may establish for the Account Debtor from time to time); (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an insolvency or bankruptcy proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not solvent, or is subject to any sanction or on any specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account

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Debtor is organized or has its principal offices or assets outside the United States , unless the Account is supported by a letter of credit (delivered to and directly drawable by Lender) or credit insurance satisfactory in all respects to Lender; (h) it is owing by a governmental authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Lender in compliance with the federal Assignment of Claims Act (i) for any contract executed prior to the closing date, within two hundred seventy (270) days after the closing date or (ii) for any contract executed after the closing date, within ninety (90) days after the date such order form is executed; (i) it is not subject to a duly perfected, first priority Lien in favor of Lender, or is subject to any other Lien; (j) the goods giving rise to it have not been delivered to the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended or the Account Debtor has made a partial payment; (m) it arises from a sale to an Affiliate, from a sale on a cash-on-delivery, bill-and-hold, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes; (n) it represents a progress billing or retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; or (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded.

Eligible Extended Term Accounts : the Accounts of large national Account Debtors that Lender has approved in its Permitted Discretion and that (a) receive extended terms; (b) meet the requirements of an Eligible Account, except clause (a) of such definition; and (c) are not due or unpaid more than (i) one hundred twenty (120) days after the original invoice date or (ii) sixty (60) days after the original due date.

Eligible Insured Foreign Accounts: Accounts that meet the requirements of Eligible Accounts, except clause (g) of such definition, to the extent that such Account is credit insured (the insurance carrier, amount and terms of such insurance shall be reasonably acceptable to Lender, shall name Lender as beneficiary or loss payee, as applicable and shall be monitored by FTI).

Eligible Inventory : Inventory owned by a Borrower that Lender, in its Permitted Discretion, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods or raw materials and not work-in-process, packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not held on consignment, nor subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any governmental authority, has not been acquired from an entity subject to any sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any environmental law; (f) conforms with the covenants and representations herein; (g) is subject to Lender’s duly perfected, first priority Lien, and no other Lien; (h) is within the continental United States, is not in transit except between locations of Borrowers, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts any Borrower’s or Lender’s right to dispose of such Inventory, unless Lender has received an appropriate Lien Waiver; (k) is located (i) on a premises containing Eligible Inventory with an aggregate Value of at least $50,000, (ii) if such Inventory is located on a leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, such lessor or such other Person has delivered a Lien Waiver or an appropriate Reserve has been established, provided , that , so long as Borrowers maintain Inventory with an aggregate Value of less than $60,000 at the Lambda Warehouse, no Lien Waiver shall be required for such location, or (iii) if such Inventory is located on a premises owned by Borrowers and such premises is subject to a mortgage, the mortgagee of such premises has delivered a mortgagee waiver in form and substance satisfactory to Lender.

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Enforcement Action : any action to enforce any Obligations or Loan Documents or to realize upon any Collateral.

Equity Interest : the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest.

Excess Availability : the lesser of (a) the Commitments and (b) (i) the Borrowing Base minus (ii) all outstanding Loans and the Stated Amount of all outstanding Letters of Credit.

Excess Availability Trigger Period : any period for which Excess Availability is less than 20% of the Commitments until such time that Excess Availability is greater than or equal to 20% of the Commitments for thirty (30) consecutive days.

Exchange Act : means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

Excluded Property : (a) any disbursement deposit account the funds in which are used solely for the payment of salaries and wages, employee benefits, workers’ compensation and similar expenses, (b) any owned or leased Real Estate, (c) any personal property (including, without limitation, motor vehicles) in respect of which perfection of a Lien is effected by retention of certificate of title to vehicles or trailers and/or appropriate evidence of the Lien being filed with the applicable jurisdiction’s department of motor vehicles or other governmental authority, unless reasonably requested by Lender, (d) any certificates, licenses and other authorizations issued by any governmental authority to the extent that applicable law prohibits the granting of a security interest, (f) any property which is subject to a purchase money Lien pursuant to documents which prohibit a Borrower from granting any other Liens in such property, and (g) any non-material lease, license, contract or agreement to which any Borrower is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any applicable law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such applicable law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity), provided , however , that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (x) or (y) above, provided , further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Borrowers’ business associated therewith or attributable thereto.

Financed Capital Expenditures : for any period, Capital Expenditures (a) financed with the proceeds of debt other than with proceeds of a Revolving Loan; (b) made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; (c) representing the purchase price of Equipment that is purchased simultaneously with the trade in of existing Equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such Equipment for the Equipment being traded in at such time; and (d) representing the purchase of plant, property, or equipment to the extent financed with the proceeds of Dispositions permitted hereunder.

Fiscal Quarter : each period of three months, commencing on the first day of a Fiscal Year.

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Fiscal Year : the Fiscal Year of Borrowers (as the context may require) and its Subsidiaries for accounting and tax purposes, ending on December 31 of each year.

Fixed Charge Coverage Ratio : the ratio, determined for Borrowers and their Domestic Subsidiaries on a consolidated basis for the most recent 12 month period then ended, of (a) EBITDA minus (i) Unfinanced Capital Expenditures, minus (ii) cash taxes paid, to (b) Fixed Charges.

Fixed Charges : for any period of determination for Borrowers and their Domestic Subsidiaries on a consolidated basis, the sum of (a) interest expense (other than payment-in-kind), plus (b) regularly scheduled principal payments made on Borrowed Money, plus (c) Restricted Equity Payments made in cash during such period. Notwithstanding the foregoing, for purposes of calculating Fixed Charges for any period that includes a Fiscal Quarter (or a portion thereof) prior to the Closing Date, Fixed Charges shall be calculated on a pro-rated basis for the period from the Closing Date to the date of determination by dividing (x) the Fixed Charges by (y) the actual number of days in such period (z) multiplied by 365.

Foreign Subsidiary : any Subsidiary of any Person that is not organized or incorporated in the United States, any state or territory thereof or the District of Columbia.

Guarantor : each Person that guarantees payment or performance of Obligations.

Guarantor Payment : as defined in Section 5.8.3(b) .

Hedging Agreement : a “swap agreement” as defined in U. S. Bankruptcy Code Section 101(53B)(A).

Holdback Amount : as defined in the Share Purchase Agreement.

Inventory : as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s business (but excluding Equipment).

Lambda Warehouse : the Lambda Antenas SL warehouse located at Calle Calabozos, 13, nave 3, 28108 Alcobendas, Madrid, Spain.

LC Application : an application by a Borrower to Lender for issuance of a Letter of Credit, in form and substance satisfactory to Lender.

LC Conditions : upon issuance of the Letter of Credit: (a) each condition in Section 6 is satisfied; (b) after giving effect to any requested Letter of Credit, (i) total LC Obligations do not exceed the Letter of Credit Subline and (ii) Revolver Usage does not exceed the Borrowing Base; and (c) the purpose and form of the Letter of Credit are satisfactory to Lender in its Permitted Discretion.

LC Documents : all documents, instruments and agreements (including LC Requests and LC Applications) delivered by a Borrower or any other Person to Lender in connection with any Letter of Credit.

LC Obligations : the sum of (a) all amounts owing by Borrowers for drawings under Letters of Credit; and (b) the Stated Amount of all outstanding Letters of Credit.

LC Request : a request for issuance of a Letter of Credit, to be provided by a Borrower in form satisfactory to Lender.

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Letter of Credit : any standby or documentary letter of credit, foreign guaranty, documentary bankers acceptance or similar instrument issued by Lender for the account or benefit of a Borrower.

Letter of Credit Subline : $500,000.

LIBOR : for each month, the per annum rate of interest (rounded up to the nearest 1/8th of 1% and in no event less than zero) determined by Lender at or about 11:00 a.m. (London time) as of the first day of such month for a one-month term equal to the London Interbank Offered Rate for a 30-day interest period, or comparable or successor rate approved by Lender, as published on the applicable Reuters screen page (or other commercially available source designated by Lender from time to time); provided, that any comparable or successor rate shall be applied by Lender, if administratively feasible, in a manner consistent with market practice. If such rate is not available at such time, then the rate will be determined by such alternate method as reasonably selected by Lender. If at any time LIBOR is less than zero, such rate shall be deemed to be zero.

License : any license or agreement under which an Obligor is authorized to use intellectual property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Lien : a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance.

Lien Waiver : an agreement, in form and substance satisfactory to Lender, by which (a) a lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Lender to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Lender, and agrees to deliver the Collateral to Lender upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Lender’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Lender upon request; and (d) for any Collateral subject to a licensor’s intellectual property rights, the licensor grants to Lender the right, vis-à-vis such licensor, to enforce Lender’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the intellectual property, whether or not a default exists under any applicable license.

Loan : a Revolver Loan or Term Loan.

Loan Documents : this Agreement, Other Agreements and Security Documents.

Loan Year : each 12 month period commencing on the Closing Date (as defined in Section 6. 1) and on each anniversary of the Closing Date.

Material Adverse Effect : the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or financial condition of Borrowers and their Subsidiaries, taken as a whole, on the value of any material Collateral taken as a whole, on the enforceability of any Loan Documents, or on the validity or priority of Lender’s Liens on any Collateral; (b) impairs the ability of Borrowers to perform their obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the ability of Lender to enforce or collect any Obligations or to realize upon any Collateral.

NOLV : the net orderly liquidation value of Inventory, expressed as a percentage, expected to be

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realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation and/or foreclosure expenses, as determined from the most recent appraisal of Borrowers’ Inventory, performed by an appraiser and on terms satisfactory to Lender.

Notice of Borrowing : a request by Borrower Agent for a Borrowing of Revolver Loans, in form satisfactory to Lender.

Obligations : all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Borrower with respect to Letters of Credit (c) interest, expenses, fees, costs, indemnification obligations and other amounts payable by Borrowers under the Loan Documents, (d) Bank Product Debt, and (e) other debts, obligations and liabilities of any kind owing by Borrowers to Lender or any of its Affiliates, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any insolvency or bankruptcy proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

Obligor : each Borrower, Guarantor, or any other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Lender on its assets to secure any Obligations.

Other Agreement : each LC Document, Lien Waiver, Borrowing Base Report, Compliance Certificate, financial statement or report delivered hereunder; or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Lender in connection with any transactions relating hereto.

Patriot Act : the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Item : each check, draft or other item of payment payable to Borrowers, including those constituting proceeds of any Collateral.

Permitted Acquisition : any Acquisition as long as (a) the Restricted Payment Conditions are satisfied as of the date of such Acquisition; (b) the Acquisition is consensual; (c) the assets, business or Person being acquired is useful and engaged in the same business of Borrowers and their respective Subsidiaries, is located or organized within the United States, and had positive EBITDA for the 12 month period most recently ended; (d) except as permitted hereunder, no Borrowed Money or Liens are incurred, assumed or result from the Acquisition; (e) Borrower Agent delivers to Lender, at least 10 Business Days prior to the Acquisition, copies of all material agreements relating thereto and a permitted acquisition certificate, in form and substance satisfactory to Lender, stating that the Acquisition is a “Permitted Acquisition” and demonstrating compliance with the foregoing requirements; (f) the total costs and liabilities (including without limitation, all assumed liabilities, all earn-out payments, deferred payments and the value of any other stock or assets transferred, assigned or encumbered with respect to such acquisitions) of any individual acquisition does not exceed $1,000,000 and of all such acquisitions do not exceed $3,000,000 in the aggregate throughout the term of this Agreement; and (g) concurrently with the consummation of such Acquisition, Borrower complies, or causes any Subsidiary formed or acquired in such Acquisition to comply, with Section 10.1.10.

Permitted Discretion : a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially reasonable business judgment.

Permitted Lien : as defined in Section 10.2.2 .

Permitted Purchase Money Debt : Purchase Money Debt of Borrowers and their Domestic

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Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $500,000 at any time and its incurrence does not violate Section 10.2.3 .

Person : any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority or other entity.

Properly Contested : in the case of any Borrowed Money, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Borrowed Money, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Borrowed Money or Taxes will not have a Material Adverse Effect or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Borrowed Money or Taxes unless such Lien (x) does not attach to any Accounts or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of the Lender (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

Property : any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Purchase Money Debt : (a) debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) debt (other than the Obligations) incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

Purchase Money Lien : a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such debt and constituting a capital lease or a purchase money security interest under the UCC.

Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Rent and Charges Reserve : the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver; and (c) such other reserves with respect to rent and other amounts or the Borrowing Base as Lender may establish in its Permitted Discretion owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral.

Reserves : collectively, (a) the Bank Product Reserve and (b) the Dilution Reserve, (c) Rent and Charges Reserve; and (d) such other reserves against the Collateral or the Borrowing Base as Lender may establish in its Permitted Discretion.

Restricted Equity Payments : means distributions, dividends or stock buy-backs made in respect of the Equity Interest or other ownership interests of Borrowers permitted under Section 10.2.4 .

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Restricted Equity Payment Conditions : to the extent this Agreement or a Loan Document requires that a Restricted Equity Payment comply with the Restricted Equity Payment Conditions, such payment shall be subject to the following conditions: prior to and after giving effect to such payment (a) no Default or Event of Default exists or is caused thereby; (b) upon giving pro forma effect to such payment, (i) average Excess Availability for the 60 days prior to such Restricted Equity Payment and (ii) Excess Availability immediately after giving effect to such Restricted Equity Payment, is not less than 50% of the Commitments, and (c) after giving effect to such payment on a pro forma basis, the Fixed Charge Coverage Ratio is equal to or greater than 1.25 to 1.0.

Restricted Payment Conditions : Prior to and after giving effect to such payment (a “ Restricted Payment ”) (a) no Default or Event of Default exists or is caused thereby; (b) upon giving pro forma effect to such payment, (i) average Excess Availability for the 60 days prior to such Restricted Payment, and (ii) Excess Availability immediately after giving effect to such Restricted Payment, is not less than 25% of the Commitments, and (c) after giving effect to such payment on a pro forma basis, the Fixed Charge Coverage Ratio is equal to or greater than 1.0 to 1.0.

Revolver Commitment : Lender’s obligation to make Revolver Loans and to issue Letters of Credit in an aggregate amount up to the Revolver Commitment Amount.

Revolver Commitment Amount : means $9,000,000.

Revolver Loan : a loan made pursuant to Section 2.1 .

Revolver Termination Date : November 16, 2019.

Revolver Usage : the aggregate amount of outstanding Revolver Loans, plus the aggregate Stated Amount of outstanding Letters of Credit and other LC Obligations.

Royalties : all royalties, fees, expense reimbursement and other amounts payable by Borrowers under a License.

Secured Party or Secured Parties : Lender and any of Lender’s Affiliates that are providers of Bank Products.

Security Documents : the Guaranties, Deposit Account Control Agreements, and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Sellers : collectively, Edward De Salis Young, Simon Pack, Paul Moakes, and Martin Hollingshead.

Share Purchase Agreement : that certain Share Purchase Agreement relating to the sale and purchase of shares in Target among Wireless Telecommunications Group, LTD, WTG and the Sellers, dated on or about February 17, 2017.

Shares : the Equity Interests acquired by Wireless Telecommunications Group, LTD in connection with the Target Acquisition.

Stated Amount : the outstanding amount of a Letter of Credit, including any automatic increase or tolerance (whether or not then in effect) provided by the Letter of Credit or related LC Documents.

Subordinated Debt : debt incurred by Borrowers that is expressly subordinate and junior in right of payment to the indefeasible full payment of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Lender.

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Subsidiary or Subsidiaries : any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower (including indirect ownership through other entities in which the Borrower directly or indirectly owns 50% of the voting securities or Equity Interests).

Target : CommAgility Limited, a private limited company incorporated in England and Wales with registration number 05914025 and whose registered office is located at Charnwood Building, Holywell Park, Ashby Road, Loughborough, Leicestershire LE11 3AQ.

Target Acquisition : The acquisition of Target by Wireless Telecommunications Group, LTD pursuant to the Share Purchase Agreement.

Term Loan : a loan made pursuant to Section 2.2 .

Term Loan Commitment : Lender’s obligation to make a Term Loan in an amount up to $760,000.

Term Loan Maturity Date : November 16, 2019.

UCC : the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

Unfinanced Capital Expenditures : all Capital Expenditures other than Financed Capital Expenditures.

Unused Line Fee Rate : a per annum rate equal to 0.50%.

Value : with respect to Inventory, its value determined on the basis of the cost, calculated on a first-in, first-out basis, and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates.

Willtek : WLI Wireless Instruments GmbH.

1.2. Accounting Terms . Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with generally accepted accounting principles in the U.S. (“GAAP”) applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Lender before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Lender, and all relevant provisions of the Loan Documents are amended in a manner satisfactory to Lender to take into account the effects of the change. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the 2015 audited financial statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

1.3. Uniform Commercial Code . As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,” “Investment Property,” “Letter-of-Credit Right” and “Supporting Obligation.”

Section 2. CREDIT FACILITIES

2.1. Revolver Commitment.

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2.1.1. Revolver Loans

(a) Revolver Loans . Lender agrees, on the terms set forth herein, to make Revolver Loans to Borrowers in an aggregate amount up to the Revolver Commitment Amount, from time to time through the Commitment Termination Date. Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lender have any obligation to honor a request for a Revolver Loan if Revolver Usage at such time plus the requested Loan would exceed the Borrowing Base.

(b) Sublimits for Revolver Loans . (i) Eligible Accounts of a single Account Debtor shall not exceed, at any time, (A) for Verizon, up to fifty percent (50%), (B) for all other investment grade Account Debtors, up to twenty five percent (25%) and (C) for all other Account Debtors, fifteen percent (15%) of the Borrowing Base; (ii) the aggregate Revolver Usage against Eligible Inventory shall not exceed, at any time, forty percent (40%) of the Borrowing Base; and (iii) the aggregate amount Revolver Usage against Eligible Extended Term Receivables shall not exceed, at any time, $500,000.

2.1.2. Use of Proceeds . The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing debt or credit facilities; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; (d) to partially finance the Acquisition Consideration; and (e) for other lawful corporate purposes of Borrowers, including working capital.

2.1.3. Voluntary Reduction or Termination of Revolver Commitment.

The Revolver Commitment shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least fifteen (15) days prior written notice to Lender at any time, Borrowers may terminate the Revolver Commitment and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the Commitment Termination Date, Borrowers shall make full payment of all Obligations.

2.1.4. Overadvances . If Revolver Usage exceeds the Borrowing Base (“ Overadvance ”) at any time, such excess shall be payable by Borrowers on demand by Lender, but all Revolver Usage (including the excess amount) shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. No funding or sufferance of an Overadvance by Lender shall constitute a waiver of the Event of Default (as defined in Section 11 ) caused thereby.

2.2. Term Loan Commitment . Lender agrees, on the terms set forth herein, to make a Term Loan to Borrowers in an amount up to the Term Loan Commitment. The Term Loan shall be funded by Lender on the Closing Date and the Term Loan Commitment shall expire upon funding.

2.3. Letter of Credit Facility .

2.3.1. Issuance of Letters of Credit . Lender agrees to issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(a) Borrowers acknowledges that Lender’s willingness to issue any Letter of Credit is conditioned upon its receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Lender may customarily require for issuance of a letter of credit of similar type and amount. Lender shall have no obligation to issue any Letter of Credit unless (i) it receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; and (ii) each LC Condition is satisfied.

(b) Letters of Credit may be requested by a Borrower to support obligations incurred

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in the ordinary course of business, or as otherwise approved by Lender. Increase, renewal or extension of a Letter of Credit shall be treated as issuance of a new Letter of Credit, except that Lender may require a new LC Application in its discretion.

(c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, Lender shall not be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Lender. Lender shall not be liable to Borrowers or other Person for any action taken or omitted to be taken in connection with any Letter of Credit or LC Documents except as a result of its gross negligence or willful misconduct. Lender shall be fully subrogated to the rights and remedies of each beneficiary whose claims against a Borrower are discharged with proceeds of any Letter of Credit.

(d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Lender shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Lender, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person.

2.3.2. Reimbursement . If Lender honors any request for payment under a Letter of Credit, Borrowers shall pay to Lender, on the same day (“ Reimbursement Date ”), the amount paid under such Letter of Credit, together with interest at the interest rate for Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Lender for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrower may have at any time against the beneficiary. Whether or not Borrowers submit a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Revolver Loans in an amount necessary to pay all amounts due on any Reimbursement Date.

2.3.3. Cash Collateral . If at any time (a) an Event of Default exists, (b) the Commitment Termination Date has occurred, or (c) the Revolver Termination Date is scheduled to occur within 20 Business Days, then Borrowers shall, at Lender’s request, Cash Collateralize all outstanding Letters of Credit. If Borrowers fail to provide any Cash Collateral as required hereunder, Lender may advance, as Revolver Loans, the amount of Cash Collateral required.

Section 3. INTEREST, FEES AND CHARGES

3.1. Interest.

3.1.1. Rates and Payment of Interest.

(a) The Obligations shall bear interest at LIBOR in effect from time to time, plus the Applicable Margin.

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(b) During any Event of Default, Obligations shall bear interest at the Default Rate (whether before or after any judgment). Borrowers acknowledge that the cost and expense to Lender due to an Event of Default are difficult to ascertain and that the Default Rate is fair and reasonable compensation for this.

(c) Interest shall accrue from the date a Loan is advanced or Obligation is incurred or payable, until paid in full. Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each month; (ii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand . Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand .

3.1.2. Interest Rate Not Ascertainable . If, due to any circumstance affecting the London interbank market, Lender determines that adequate and fair means do not exist for ascertaining LIBOR on any applicable date then Lender shall immediately notify Borrower Agent of such determination. Until Lender notifies Borrower Agent that such circumstance no longer exists, the obligation of Lender to make Loans based upon LIBOR shall be suspended and no further Loans may be requested, made or continued based upon LIBOR.

3.2. Fees.

3.2.1. Unused Line Fee. Borrowers shall pay to Lender a fee equal to the Unused Line Fee Rate times the amount by which the Revolver Commitment Amount exceeds the average daily Revolver Usage during any month. Such fee shall be payable in arrears, on the first day of each month and on the Commitment Termination Date.

3.2.2. Early Termination Fee. Concurrently with the termination of the Revolver Commitment prior to the Revolver Termination Date, for whatever reason (including termination by Lender after the occurrence of an Event of Default), Borrowers shall pay to Lender as liquidated damages for loss of bargain (and not as a penalty), an amount equal to (i) 2.0% of the Commitments if the termination occurs after the date of this Agreement but before the first anniversary of this Agreement; (ii) 1.0% of the Commitments if the termination occurs on or after the first anniversary of this Agreement but before the second anniversary of this Agreement; and (iii) 0% of the Commitments if the termination occurs on or at any time after the second anniversary of this Agreement.

3.2.3. Closing Fee. On the Closing Date, Borrowers shall pay to Lender a closing fee of $97,600.

3.2.4. Administrative Fee . On the Closing Date and on each anniversary thereof, Borrowers shall pay to Lender an administrative fee of $10,000.

3.2.5. LC Facility Fees . Borrowers shall pay to Lender (a) a fee equal to the Applicable Margin in effect for Revolver Loans times the average daily Stated Amount of Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; (b) a fronting fee equal to 0.125% per annum on the Stated Amount of each Letter of Credit, which fee shall be payable monthly in arrears, on the first day of each month; and (c) all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum.

3.3. Computation of Interest, Fees, Yield Protection . All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as

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to amounts payable by Borrowers under Section 3.4, or 3.7 submitted to Borrower Agent shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to Lender within 10 days following receipt of the certificate.

3.4. Reimbursement Obligations . Borrowers shall pay all fees, costs, expenses or advances Lender may incur during an Event of Default promptly upon request. Borrowers shall also reimburse Lender for all legal, accounting, appraisal, consulting, and other fees and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Lender’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) each examination or appraisal with respect to Borrowers or any Collateral, whether by Lender’s personnel or a third party. All amounts payable by Borrowers under this Section shall be due on demand .

3.5. Illegality . If Lender determines that any applicable law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for Lender to make, maintain or fund Loans, or to determine or charge interest rates based upon LIBOR, or any governmental authority has imposed material restrictions on the authority of Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by Lender to Borrower Agent, any obligation of Lender to make or continue Loans based upon LIBOR shall be suspended until Lender notifies Borrower Agent that the circumstances giving rise to such determination no longer exist.

3.6. Inability to Determine Rates . Lender will promptly notify Borrower Agent if, in connection with any Loan or request for a Loan, Lender determines for any reason that (a) dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan; (b) adequate and reasonable means do not exist for determining LIBOR; or (c) LIBOR does not adequately and fairly reflect the cost to Lender of funding the Loan based upon LIBOR. Thereafter, Lender’s obligation to make or maintain affected Loans based upon LIBOR shall be suspended until Lender withdraws the notice.

3.7. Increased Costs; Capital Adequacy .

3.7.1. Increased Costs Generally . If any Change in Law shall:

(a) impose modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Lender (except any reserve requirement reflected in calculating LIBOR);

(b) subject Lender to any taxes with respect to any Loan, Letter of Credit, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(c) impose on Lender or any interbank market any other condition, cost or expense affecting any Loan, Letter of Credit, Commitment or Loan Document;

and the result thereof shall be to increase the cost to Lender of making or maintaining any Loan or Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation to issue a Letter of Credit), or to reduce the amount of any sum received or receivable by Lender hereunder (whether of principal, interest or any other amount) then, upon request by Lender, Borrowers will pay to Lender such additional amount(s) as will compensate it for the additional costs incurred or reduction suffered. Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a

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waiver of its right to demand such compensation, but Borrowers shall not be required to compensate Lender for any increased costs suffered more than six (6) months (plus any period of retroactivity of the Change in Law giving rise to the demand) prior to the date that the Lender notifies the Borrowers of the applicable Change in Law and of Lender’s intention to claim compensation therefor.

3.7.2. Capital Requirements . If Lender determines that a Change in Law affecting Lender or its holding company regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on Lender’s or such holding company’s capital as a consequence of this Agreement, Commitments, Loans or Letters of Credit to a level below that which Lender or such holding company could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy), then from time to time Borrowers will pay to Lender such additional amounts as will compensate it or its holding company for the reduction suffered.

“Change in Law” means the occurrence, after the date of this Agreement, of (a) the adoption or taking effect of, or any change in, any law, rule, regulation or treaty, or (b) the making, issuance or application of any request, guideline, requirement or directive (whether or not having the force of law) by any governmental authority, provided that “Change in Law” shall include all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar authority) and shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

3.8. Maximum Interest . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (“ maximum rate ”). If Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Lender exceeds the maximum rate, Lender may (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 Obligations hereunder.

Section 4. LOAN ADMINISTRATION

4.1. Manner of Borrowing and Funding Revolver Loans .

4.1.1. Notice of Borrowing.

(a) Whenever Borrowers desire funding of a Revolver Loan, Borrower Agent shall give Lender a Notice of Borrowing. Such notice must be received by Lender by 11:00 a.m. on the requested funding date for the Loan. Notices received after such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, and (B) the requested funding date (which must be a Business Day).

(b) Unless payment is otherwise made by Borrowers, the becoming due of any Obligation (whether principal, interest, fees, costs, expenses or other charges, including LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Revolver Loan on the due date in the amount due and the Loan proceeds shall be disbursed as direct payment of such Obligation. In addition, Lender may, at its option, charge such amount against any operating, investment or other account of Borrowers maintained with Lender or any of its Affiliates.

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Borrowers maintained with Lender when there are insufficient funds to cover it shall be deemed to be a request for a Revolver Loan on the presentation date, in the amount of the Payment Item. Proceeds of the Loan may be disbursed directly to the account.

4.1.2. Notices . Borrowers, through the Borrower Agent, may request and transfer funds based on telephonic or e-mailed instructions to Lender. Borrower Agent shall confirm each such request by prompt delivery to Lender of a Notice of Borrowing but if it differs materially from the action taken by Lender, the records of Lender shall govern. Lender shall not have any liability for any loss suffered by Borrowers as a result of Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith to be a person authorized to give such instructions on a Borrower’s or Borrower Agent’s behalf, as applicable.

4.2. Effect of Termination . On the Commitment Termination Date, the Obligations shall be immediately due and payable, and each Secured Party may terminate its Bank Products. Until full payment of the Obligations, all undertakings of Borrowers contained in the Loan Documents shall continue, and Lender shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents. Lender shall not be required to terminate its Liens unless it receives Cash Collateral or a written agreement, in each case satisfactory to it, protecting it from dishonor or return of any Payment Item previously applied to the Obligations. Sections 3.4, 3.7, 5.5, 12.2 , this Section, and each indemnity or waiver given by an Obligor in any Loan Document, shall survive full payment of the Obligations.

4.3. Borrower Agent . Each Borrower hereby designates WTG (“ Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including requests for and receipt of Loans, delivery or receipt of communications, delivery of Borrowing Base Reports and other information at any time delivered by the Borrowers to Lender, payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Lender. Borrower Agent hereby accepts such appointment. Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of any Borrower. Lender may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of such Borrower. Lender shall have the right, in its Permitted Discretion, to deal exclusively with Borrower Agent for all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, delivery, representation, agreement, action, omission or undertaking by Borrower Agent shall be binding upon and enforceable against such Borrower.

4.4. One Obligation . The Loans and other Obligations constitute one general obligation of Borrowers and are secured by Lender’s Lien on all Collateral; provided, however, that Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

Section 5. PAYMENTS

5.1. General Payment Provisions . All payments of Obligations shall be made without offset, counterclaim or defense of any kind, free and clear of (and without deduction for) any taxes or other amounts, and in immediately available funds, not later than 2:00 p.m. on the due date. Any payment after such time shall be deemed made on the next Business Day. Each Borrower agrees that Lender shall have the continuing, exclusive right to apply and reapply payments and proceeds of Collateral against Obligations, in such manner as Lender deems advisable.

5.2. Repayment of Revolver Loans . Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. If an Overadvance exists at any time, Borrowers shall, on the sooner of Lender’s demand or the first Business Day after any Borrower has knowledge thereof, repay Revolver Loans in an amount sufficient to reduce Revolver Usage to the Borrowing Base.

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5.3. Repayment of Term Loan .

5.3.1. Payment of Principal . The Term Loan shall be repaid on the first day of each Fiscal Quarter in consecutive quarterly installments of $38,000 each, commencing on April 1, 2017 and continuing until the Term Loan Maturity Date, on which date all principal, interest and other amounts owing with respect to the Term Loan shall be due and payable in full. Once repaid, whether such repayment is voluntary or required, no portion of the Term Loan may be reborrowed.

5.3.2. Mandatory Prepayments .

(a) Concurrently with any sale or other disposition of any Equipment, Borrowers shall prepay the Term Loan in an amount equal to the net proceeds of such sale or other disposition; provided, however, no repayment shall be required with respect to the net proceeds of the sale or disposition of (i) any Borrower’s company vehicles or office furniture or (ii) obsolete or surplus Equipment for which the most recent appraisal conducted at Lender’s request reflected no value;

(b) Concurrently with the receipt of any proceeds of insurance or condemnation awards paid in respect of any Equipment , Borrowers shall prepay the Term Loan in an amount equal to such proceeds, subject to Section 8.6.2 ;and

(d) On the Commitment Termination Date, Borrowers shall prepay the entire Term Loan (unless sooner repaid hereunder).All prepayments hereunder shall be applied in inverse order of maturity of the Term Loan and, upon payment in full of the Term Loan, to the outstanding Obligations as determined by Lender in its Permitted Discretion.

5.4. Payment of Other Obligations . Obligations other than Loans, including LC Obligations and fess, cost and expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand .

5.5. Marshaling; Payments Set Aside . Lender shall have no obligation to marshal any assets in favor of Borrowers or against any Obligations. If any payment by or on behalf of Borrowers is made to Lender or if Lender exercises a right of setoff, and any of such payment or setoff is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Lender in its Permitted Discretion) to be repaid to a trustee, receiver or any other Person, then the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment or setoff had not occurred.

5.6. Application of Payments; Dominion Account . The ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day. If a credit balance results from such application, it shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Event of Default exists. For the purposes of calculating interest, Lender will be deemed to have applied funds deposited to the Dominion Account or otherwise received by Lender one Business Day following the Business Day of deposit to the Dominion Account or receipt by Lender.

5.7. Account Stated . Lender shall maintain, in accordance with its customary practices, loan account(s) evidencing the debt of Borrowers hereunder. Any failure of Lender to record anything in a loan account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder. Entries made in a loan account shall constitute presumptive evidence of the information contained therein and shall be conclusive and binding on Borrowers absent manifest error.

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5.8. Nature and Extent of Each Borrowers’ Liability .

5.8.1. Joint and Several Liability . Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Lender the prompt payment and performance of, all Obligations. Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until full payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for any Obligations or any action, or the absence of any action, by Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except full payment of the Obligations.

5.8.2. Waivers.

(a) Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Lender to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower waives all defenses available to a surety, guarantor or accommodation co-obligor other than full payment of Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of Obligations as long as it is a Borrower. It is agreed among each Borrower and Lender that the provisions of this Section 5.8 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Lender would decline to make Loans. Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

(b) Lender may, in its Permitted Discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or nonjudicial sale or enforcement, without affecting any rights and remedies under this Section 5.11 . If, in taking any action in connection with the exercise of any rights or remedies, Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any applicable laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment of the right of Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. Lender may bid Obligations, in whole or part, at any foreclosure, trustee or other sale, including any private sale, and the amount of such bid need not be paid by Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Lender or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this

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Section 5.8 , notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Lender might otherwise be entitled but for such bidding at any such sale.

5.8.3. Extent of Liability; Contribution.

(a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.8 shall not exceed the greater of (i) all amounts for which such Borrower is primarily liable, as described in clause (c) below, and (ii) such Borrower’s Allocable Amount (as defined in Section 5.8.3(b) below).

(b) If any Borrower makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Borrower is primarily liable) (a “ Guarantor Payment ”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based on their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.11 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.

(c) Section 5.8.3(a) shall not limit the liability of any Borrower to pay or guarantee Loans made directly or indirectly to it (including Loans advanced hereunder to any other Person and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), Obligations in respect of Bank Products incurred to support its business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Lender shall have the right, at any time in its Permitted Discretion, to condition Loans upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of Loans based on that calculation.

5.8.4. Joint Enterprise . Each Borrower has requested that Lender make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Lender’s willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

5.8.5. Subordination . Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising, to the indefeasible full payment of its Obligations.

Section 6. CONDITIONS PRECEDENT

6.1. Conditions Precedent to Initial Loans . In addition to the conditions set forth in Section 6.2 , Lender shall not be required to fund any requested Loan, issue any Letter of Credit or otherwise extend credit to Borrowers hereunder, until the date (“ Closing Date ”) that each of the following conditions has been satisfied:

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(a) Each Loan Document shall have been duly executed and delivered to Lender by each of the signatories thereto, and Borrowers shall be in compliance with all terms thereof.

(b) Lender shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Lender that such Liens are the only Liens upon the Collateral, except Permitted Liens.

(c) (i) Lender shall have received the definitive Share Purchase Agreement relative to the Target Acquisition (including all schedules thereto) and all other documentation associated therewith will be in form and substance reasonably satisfactory to Lender, and (ii) the Target Acquisition shall have been consummated in accordance with the terms and conditions of the definitive Share Purchase Agreement and other agreements relating thereto and no material terms or conditions of which shall have been waived without the prior consent of Lender.

(d) Lender shall have received duly executed agreements establishing the Dominion Account and related lockbox in form and substance satisfactory to Lender.

(e) Lender shall have received certificates, in form and substance satisfactory to it, from a knowledgeable senior officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is solvent; (ii) no Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects (except to the extent the representations and warranties relate to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.

(f) Lender shall have received copies of Borrowers’ organizational documents and all resolutions authorizing the execution and delivery of the Loan Documents and any other resolutions adopted with respect to this credit facility.

(g) Lender shall have received copies of the charter documents of Borrowers, certified by the Secretary of State or other appropriate official of Borrowers’ jurisdiction of organization. Lender shall have received good standing certificates for Borrowers, issued by the Secretary of State or other appropriate official of Borrowers’ jurisdiction of organization and each jurisdiction where Borrowers’ conduct of business or ownership of Property necessitates qualification, as well as any necessary third party or governmental consents and/or Lien Waivers (or with respect to Inventory, Agent shall have established a reserve at least equal to three (3) months’ rent and other charges that could be payable to any Person).

(h) Lender shall have received copies of policies or certificates of insurance and insurance endorsements for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.

(i) Lender shall have completed its business, financial and legal due diligence of Borrowers, including a roll-forward of its previous field examination, with results satisfactory to Lender. No material adverse change in the financial condition of Borrowers or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2016.

(j) Borrowers shall have paid all fees and expenses to be paid to Lender on the Closing Date.

(k) Lender shall have received a Borrowing Base Report prepared as of February 16, 2017.

(l) Upon giving effect to the initial funding of Loans and issuance of Letters of

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Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith, and taking into account all fees and expenses incurred by Borrowers in connection with the Target Acquisition as well as any payables stretched beyond their customary payment practices, Availability shall be at least $2,000,000.

(m) Lender shall have received the certificates representing the Equity Interests Pledged pursuant to Section 7.1 hereof, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledger thereof.

6.2. Conditions Precedent to All Credit Extensions . Lender shall not be required to fund any Loans, issue any Letters of Creidt, or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:

(a) No Event of Default shall exist at the time of, or result from, such funding, issuance or grant;

(b) The representations and warranties of Borrowers in the Loan Documents shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case such representation or warranty is true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date);

(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect.

(e) With respect to a Letter of Credit issuance, all LC Conditions shall be satisfied.

Each request (or deemed request) by Borrower Agent for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Lender shall have received such other information, documents, instruments and agreements as it deems appropriate.

Section 7. COLLATERAL

7.1. Grant of Security Interest . To secure the prompt payment and performance of its Obligations, each Borrower hereby grants to Lender, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all Property of Borrowers, including all of the following Property, whether now owned or hereafter acquired, and wherever located:

(a) all Accounts;

(b) all Chattel Paper, including electronic chattel paper;

(d) all Deposit Accounts;

(e) all Documents;

(f) all General Intangibles, including intellectual property;

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(g) all Goods, including Inventory, Equipment and fixtures;

(h) all Instruments;

(i) all Investment Property, except , that , Lender’s Lien upon any Borrowers’ Equity Interests in a Foreign Subsidiary shall be limited to 66 ² / ₃ % of such Equity Interests in such Foreign Subsidiary;

(j) all Letter-of-Credit Rights;

(k) all Supporting Obligations;

(l) all monies, whether or not in the possession or under the control of Lender, or a bailee or Affiliate of Lender, including any Cash Collateral;

(m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and

(n) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.

Notwithstanding the foregoing, Collateral shall not include any Excluded Property.

7.2. Lien on Deposit Accounts; Cash Collateral .

7.2.1. Deposit Accounts . To further secure the prompt payment and performance of its Obligations, each Borrower hereby grants to Lender a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Borrower, including sums in any blocked, lockbox, sweep or collection account.

7.2.2. Cash Collateral . Cash Collateral may be invested, at Lender’s Permitted Discretion (and with the consent of Borrowers, as long as no Event of Default exists), but Lender shall have no duty to do so, regardless of any agreement or course of dealing with Borrowers, and Lender shall have no responsibility for any investment or loss. As security for its Obligations, each Borrower hereby grants to Lender a security interest in and Lien upon all Cash Collateral held from time to time and all proceeds thereof, whether held in a Cash Collateral Account or otherwise. Lender may apply Cash Collateral to the payment of Obligations as they become due, in such order as Lender may elect. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Lender, and no Borrower or other Person shall have no right to any Cash Collateral, until full payment of the Obligations.

7.3. Reserved .

7.4. Other Collateral .

7.4.1. Commercial Tort Claims . Borrowers shall promptly notify Lender in writing if any Borrower has a Commercial Tort Claim, and shall take such actions as Lender deems appropriate to subject such claim to a duly perfected, first priority Lien in favor of Lender.

7.4.2. Certain After-Acquired Collateral . Borrowers shall promptly notify Lender in writing if, after the Closing Date, any Borrower obtains any interest in any Collateral and shall promptly take such actions as Lender deems appropriate to effect Lender’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If

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any Collateral is in the possession of a third party, at Lender’s request, Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Lender.

7.5. Limitations . The Lien on Collateral granted hereunder is given as security only and shall not subject Lender to, or in any way modify, any obligation or liability of Borrowers relating to any Collateral.

7.6. Further Assurances; Extent of Liens . All Liens granted to Lender under the Loan Documents are for the benefit of Secured Parties. Promptly upon request, Borrowers shall deliver such instruments and agreements, and shall take such actions, as Lender deems appropriate under applicable law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Borrower authorizes Lender to file any financing statement that describes the Collateral as “all assets” or “all personal property” of such Borrower, or words to similar effect, and ratifies any action taken by Lender before the Closing Date to effect or perfect its Lien on any Collateral.

Section 8. COLLATERAL ADMINISTRATION

8.1. Borrowing Base Reports . By the 20 ^th day of each month, Borrower Agent shall deliver to Lender a consolidated Borrowing Base Report as of the close of business of the previous month, and at such other times as Lender may request; provided , that , Borrower Agent shall deliver to Lender a consolidated weekly gross Accounts report on or before the Tuesday of each week, reflecting all outstanding Accounts of Borrowers as of the end of the preceding week. All information (including calculation of Availability or Average Daily Availability) in a Borrowing Base Report shall be certified by Borrower Agent. Lender may from time to time adjust such report (a) to reflect Lender’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent any information or calculation does not comply with this Agreement.

8.2. Accounts .

8.2.1. Records and Schedules of Accounts . Borrower Agent shall provide to Lender, on or before the 20 ^th day of each month, (a) a consolidated detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Lender may reasonably request; provided , that , with respect to Eligible Accounts, the foregoing information shall be delivered on a weekly basis by the Tuesday of each week for the immediately preceding week; and (b) a monthly roll forward report of all Accounts from the previous month. If Accounts in an aggregate face amount of $50,000 or more cease to be Eligible Accounts, Borrowers shall notify Lender of such occurrence promptly (and in any event within one (1) Business Day) after Borrowers have knowledge thereof.

8.2.2. Account Verification . Lender shall have the right at any time, in the name of Lender, any designee of Lender or Borrowers, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise, provided , that prior to the occurrence of an Event of Default, Lender shall provide notice to Borrowers prior to commencement of Account verifications.

8.2.3. Maintenance of Dominion Account . Borrower shall maintain the Dominion Account pursuant to lockbox or other arrangements acceptable to Lender establishing Lender’s control over and Lien in the lockbox and the Dominion Account, and requiring immediate deposit of all remittances received in the lockbox to the Dominion Account.

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8.2.4. Proceeds of Collateral . Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to the Dominion Account (or a lockbox relating to the Dominion Account). If Borrowers or any Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Lender and promptly (not later than the next Business Day) deposit same into the Dominion Account.

8.3. Inventory .

8.3.1. Records and Reports of Inventory . Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Lender inventory and reconciliation reports, in form and substance satisfactory to Lender, on or before the 20 ^th day of each month, and such inventory and reconciliation reports shall be prepared as of the preceding month. Each Borrower shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Lender when an Event of Default exists) and periodic cycle counts consistent with historical practices, and shall provide to Lender a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Lender may request. Lender may participate in and observe each physical count.

8.3.2. Returns of Inventory . No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the ordinary course of business; (b) no Event of Default or Overadvance exists or would result therefrom; (c) Lender is promptly notified of the aggregate Value of all Inventory returned in each month; and (d) any payment received by Borrowers for a return is promptly remitted to Lender for application to the Obligations.

8.3.3. Acquisition, Sale and Maintenance . Borrowers shall not acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with applicable law, including the Fair Labor Standards Act of 1938 (the “FLSA”). Borrowers shall not sell any Inventory on consignment or approval or any other basis under which the customer may return or require Borrower to repurchase such Inventory. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all applicable law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.

8.4. Equipment .

8.4.1. Records and Schedules of Equipment . Each Borrower shall keep accurate and complete records of its Equipment, and shall submit to Lender a current schedule thereof, at the times and in form satisfactory to Lender. Promptly upon request, Borrowers shall deliver to Lender evidence of their ownership or interests in any Equipment.

8.4.2. Dispositions of Equipment . No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Lender, other than replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens.

8.4.3. Condition of Equipment . The Equipment is and will remain in good operating condition and repair, and all necessary replacements and repairs have been and will be made so that the value and operating efficiency of the Equipment is preserved at all times, reasonable wear and tear excepted. Borrowers shall not permit any Equipment to become affixed to real Property unless any landlord or mortgagee delivers a Lien Waiver.

8.5. Deposit Accounts . Schedule 8.5 shows all Deposit Accounts maintained by Borrowers, including the Dominion Accounts have been identified to Lender in writing. Each Borrower shall take all

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actions necessary to establish Lender’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits. Borrowers shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Lender) to have control over a Deposit Account or any Property deposited therein. Borrowers shall promptly notify Lender in writing of any opening or closing of a Deposit Account.

8.6. General Provisions .

8.6.1. Location of Collateral . All tangible items of Collateral shall at all times be kept by Borrowers at the business locations disclosed in writing to Lender on Schedule 8.6.1 , except that Borrowers may (a) make sales or other dispositions of Collateral in the ordinary course of business for fair market value; (b) move Collateral to another location upon 30 Business Days prior written notice to Lender; (c) move de minimis amounts of Inventory to locations not listed on Schedule 8.6.1 for sales demonstration purposes.

8.6.2. Insurance of Collateral; Condemnation Proceeds.

(a) Each Borrower shall obtain and maintain at all times throughout the term of this Agreement with responsible insurance companies, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated. Each insurance policy required under this Section 8.6.2(a) shall: (i) be written by an insurance company authorized or licensed to do business in the state within which the property is located; (ii) be for terms of at least one year, with premiums paid on a quarterly or annual basis; (iii) be subject to the reasonable approval of Lender as to insurance companies, amounts, content, forms of policies and expiration dates; and (iv) name Lender, its successors and assigns: (1) as an additional insured under all liability insurance policies, and (2) as loss payee on all property insurance policies. Borrowers shall cause each insurance policy: (i) to provide that at least thirty (30) days’ prior written notice to Lender be given prior to any policy reduction or cancellation for any reason; and (ii) to contain an endorsement or agreement by the insurer that any loss shall be payable to the Lender in accordance with the terms of such policy notwithstanding any act or negligence of Borrowers which might otherwise result in forfeiture of such insurance. If any Borrower fails to provide and pay for any insurance, Lender may, at its option, but shall not be required to, procure the insurance and charge Borrowers therefor.

(b) Any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of any Collateral shall be paid to Lender and shall be applied to payment of the Revolver Loans, and then to other Obligations, other than the Term Loan. Subject to clause (c) below, any proceeds or awards that relate to Equipment or Real Estate shall be applied first to the Term Loan, then to Revolver Loans and then to other Obligations.

(c) If requested by Borrowers in writing within 15 days after Lender’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment or Real Estate, Borrowers may use such proceeds or awards to repair or replace such Equipment or Real Estate (and until so used, the proceeds shall be held by Lender as Cash Collateral) as long as (i) no Event of Default exists; (ii) such repair or replacement is promptly undertaken and concluded, in accordance with plans satisfactory to Lender; (iii) replacement buildings are constructed on the sites of the original casualties and are of comparable size, quality and utility to the destroyed buildings; (iv) the repaired or replaced Property is free of Liens, other than Permitted Liens that are not purchase money Liens; (v) Borrower complies with disbursement procedures for such repair or replacement as Lender may reasonably require; and (vi) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $50,000.

8.6.3. Protection of Collateral . All expenses of protecting, storing, warehousing,

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insuring, handling, maintaining and shipping any Collateral, all taxes or Royalties payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Lender to any Person to realize upon any Collateral, shall be borne and paid by Borrowers.

8.6.4. Defense of Title . Each Borrower shall defend its title to Collateral and Lender’s Liens therein against all Persons, claims and demands, except Permitted Liens.

8.7. Power of Attorney . Each Borrower hereby irrevocably constitutes and appoints Lender (and all Persons designated by Lender) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Lender, or Lender’s designee, may, without notice and in either its or Borrower’s name, but at the cost and expense of Borrower:

(a) Endorse such Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Lender’s possession or control; and

(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Lender deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; and (vi) take all other actions as Lender deems appropriate to fulfill Borrower’s obligations under the Loan Documents.

Section 9. REPRESENTATIONS AND WARRANTIES

9.1. General Representations and Warranties . To induce Lender to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, Borrowers represent and warrant that:

9.1.1. Organization and Qualification . Each Borrower and Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Borrower and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

9.1.2. Power and Authority . Each Obligor is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not violate or cause a default under any of Obligor’s organizational documents or under any applicable law, License, or contract or agreement to which any Obligor is a party.

9.1.3. Enforceability . Each Loan Document is a legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

9.1.4. Capital Structure . Schedule 9.1.4 shows, for each Borrower and each Subsidiary, its name, jurisdiction of organization, and holders of its equity or similar ownership interests. Except as disclosed in writing to Lender on Schedule 9.1.4 , in the five years preceding the Closing Date, Borrower has not acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination.

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9.1.5. Title to Properties; Priority of Liens . Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property in each case free of Liens except for Permitted Liens. Without limiting the generality of the foregoing, Wireless Telecommunications Group, LTD and CommAgility Limited, its successor by merger following the Target Acquisition, has good title to the Shares free of Liens except Permitted Liens, the Shares constitute all of the issued and outstanding Equity Interests of Target, and after giving effect to the Target Acquisition the Acquired Business shall be conducted in the same manner and on terms and conditions as immediately prior to giving effect to the Target Acquisition. Borrowers have paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Lender in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Lender’s Liens.

9.1.6. Accounts . Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Report, that:

(a) it is genuine and in all respects what it purports to be;

(b) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the ordinary course of business, and substantially in accordance with any purchase order, contract or other document relating thereto;

(c) it is for a sum certain, maturing as stated in the applicable invoice, a copy of which has been furnished or is available upon request to Lender;

(d) it is not subject to any offset, Lien (other than Lender’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the ordinary course of business and disclosed to Lender; and it is absolutely owing by the Account Debtor;

(e) no purchase order, agreement, document or applicable law restricts assignment of the Account to Lender (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;

(f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account, except discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Lender hereunder; and

(g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is solvent, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

9.1.7. Financial Statements . The consolidated and consolidating balance sheet, and related statements of income, cash flow and shareholders equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Lender, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Borrowers and Subsidiaries in all material respects at the dates and for the periods indicated. All projections delivered from time to time to Lender have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since December 31, 2016, there has been no change in the condition, financial or otherwise, of any Borrower or

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Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Lender at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Each Borrower and Subsidiary is solvent.

9.1.8. Surety Obligations . No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

9.1.9. Taxes . Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all taxes upon it, its income and its Properties that are due and payable, except as being Properly Contested.

9.1.10. Brokers . There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

9.1.11. Intellectual Property . Each Borrower and Subsidiary owns or has the lawful right to use all intellectual and similar property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to Borrower’s knowledge, threatened claim with respect to Borrower or any of its Property (including any intellectual property). Except as disclosed on Schedule 9.1.11 , no Borrower or Subsidiary pays or owes any License, Royalty or other compensation to any Person with respect to use or License of any intellectual property. All intellectual property owned, used or licensed by, or otherwise subject to any interests of, any Borrower or Subsidiary have been disclosed on Schedule 9.1.11 or constitutes (x) license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Borrower pursuant to end-user licenses, and for the avoidance of doubt, such commercially available software includes commercially available open source, shareware and freeware software and (y) non-exclusive licenses to Intellectual Property granted by consultants, service providers, research associates, data vendors, or other content providers as a component of or ancillary to a consulting agreement, services agreement, research agreement or similar agreement entered into by such Borrower in the ordinary course of business.

9.1.12. Governmental Approvals . Each Borrower and Subsidiary has, is in compliance with, and is in good standing with respect to, all governmental approvals necessary to conduct its business and to own, lease and operate its Properties.

9.1.13. Compliance with Laws . Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance, in all material respects with all applicable laws, except to the extent non-compliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of material noncompliance issued to Borrower or any Subsidiary under any applicable law. No Inventory has been produced in violation of the FLSA.

9.1.14. Compliance with Environmental Laws . Except as disclosed on Schedule 9.1.14 , no Borrower’s or Subsidiary’s past or present operations, Real Estate or other Properties are not subject to any federal, state or local investigation to determine whether any remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up. No Borrower or Subsidiary has received any notice regarding any violation of environmental laws. No Borrower or Subsidiary has any contingent liability with respect to any violation of any environmental law, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it.

9.1.15. Burdensome Contracts . No Borrower or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is a party or subject to any Restrictive Agreement, except as shown on

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Schedule 9.1.15 . No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by any Borrower or Subsidiary.

9.1.16. Litigation . Except as shown disclosed in writing to Lender on Schedule 9.1.16 , there are no proceedings or investigations or any litigation pending or, to Borrower’s knowledge, threatened against Borrower or any of its Subsidiaries, or any of their businesses, operations, Properties, prospects or conditions that could reasonably be expected to result in a Material Adverse Effect. Except as disclosed in writing to Lender, Borrower has no Commercial Tort Claim. No Borrower or Subsidiary is in default with respect to any order, injunction or judgment of any governmental authority.

9.1.17. No Defaults . No event or circumstance has occurred or exists that constitutes an Event of Default. No Borrower or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any contract or agreement to which Borrower or such Subsidiary is a party or in the payment of any material Borrowed Money. There is no basis upon which any party (other than Borrowers or Subsidiaries) could terminate a material contract or agreement prior to its scheduled termination date.

9.1.18. ERISA . Except as disclosed in writing to Lender on Schedule 9.1.18 :

(a) Each ERISA Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code, and other federal and state laws. “ERISA” means the Employee Income Retirement Security Act of 1974, as amended from time to time. Capitalized terms used in this Section 9.1.18 have the meanings given to them in ERISA (except as otherwise defined in this Agreement).

(b) There are no pending or, to the knowledge of any Borrower, threatened claims, actions or lawsuits, or action by any governmental authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect.

(c) There has been no Reportable Event that might constitute grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or for the appointment by any United States District Court of any trustee to administer any Plan.

9.1.19. Trade Relations . There exists no actual or threatened termination, limitation or modification of any business relationship between any Borrower or Subsidiary and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of Borrowers or Subsidiaries. There exists no condition or circumstance that could reasonably be expected to impair the ability of Borrowers to conduct its business at any time hereafter in substantially the same manner as conducted on the Closing Date.

9.1.20. Labor Relations . Except as set forth on Schedule 9.1.20 , no Borrower or Subsidiary is party to or bound by any collective bargaining agreement, management agreement or consulting agreement. There are no material grievances, disputes or controversies with any union or other organization of Borrower’s or Subsidiary’s employees, or, to Borrower’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining.

9.1.21. Payable Practices . No Borrower or Subsidiary has made any material change in its historical accounts payable practices from those in effect on the Closing Date.

9.2. Complete Disclosure . No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not

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materially misleading. There is no fact or circumstance that Borrowers have failed to disclose to Lender in writing that could reasonably be expected to have a Material Adverse Effect.

Section 10. COVENANTS AND CONTINUING AGREEMENTS

10.1. Affirmative Covenants . As long as any Commitment or Obligations (other than contingent indemnification obligations for which no claims have been asserted) are outstanding, Borrowers shall, and shall cause each Subsidiary to:

10.1.1. Inspections; Appraisals .

(a) Permit Lender to visit and inspect Borrowers’ and Subsidiaries’ Properties, inspect, audit and make extracts from Borrowers’ and records, and discuss with its officers, employees, agents, advisors and independent accountants Borrowers’ and Subsidiaries’ business, financial condition, assets, prospects and results of operations. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Lender for its purposes, and Borrowers shall not be entitled to rely upon them.

(b) Reimburse Lender for all its charges, costs and expenses in connection with (i) examinations of Borrower’s books and records or any other financial or Collateral matters as it deems appropriate; (ii) appraisals of Inventory and (iii) after the occurrence of an Event of Default and during its continuance, appraisals of Equipment. Notwithstanding the foregoing, Borrowers shall only be liable for the cost and expense of (a) one Inventory appraisal per annum, provided, that, during the continuation of an Excess Availability Trigger Period, Borrowers shall be liable for the cost and expense of two Inventory appraisals per annum and (b) two field examinations per annum, provided , that , during the continuance of an Event of Default, there shall be no limitation on the number of Inventory appraisals, field examinations or equipment appraisals for which Lender may conduct at Borrowers’ cost and expense. Borrowers shall pay Lender’s then standard charges for examination activities, including charges for its internal examination and appraisal groups, as well as the charges of any third party used for such purposes. No Borrowing Base calculation shall include Collateral acquired outside the ordinary course of business. There shall be no limit to the number of examinations or appraisals conducted by Lender while there exists a Default or Event of Default.

10.1.2. Financial and Other Information . Keep adequate records and books of account with respect to its business activities, and furnish to Lender:

(a) as soon as available, and in any event within 90 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders equity on a consolidated and consolidating basis for Borrowers and their Subsidiaries, which consolidated statements shall be audited on standards satisfactory to Lender by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Lender in its Permitted Discretion, and shall set forth comparative corresponding figures for the preceding Fiscal Year;

(b) as soon as available, and in any event within 45 days after the end of each Fiscal Quarter, unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated and consolidating basis for Borrowers and their Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by an authorized officer of Borrowers as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence of footnotes;

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(but within 45 days after the last month of each Fiscal Quarter and 60 days after the last month in a Fiscal Year), unaudited balance sheets as of the end of such month (or Fiscal Quarter, as applicable) and the related statements of income and cash flow for such month (or Fiscal Quarter, as applicable) and for the portion of the Fiscal Year then elapsed, on consolidated and consolidating basis for Borrowers and their Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by an authorized officer of Borrowers as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence of footnotes;

(d) concurrently with delivery of quarterly financial statements under clauses (a) and (b) above, or more frequently if requested by Lender while an Event of Default exists, a Compliance Certificate executed by the an authorized officer of Borrowers;

(e) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to Borrowers by their accountants in connection with such financial statements;

(f) concurrently with delivery of Borrowers’ Borrowing Base Reports delivered pursuant to Section 8.1 above, a listing of Borrowers’ trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form reasonably satisfactory to Lender;

(g) not later than 30 days after the beginning of each Fiscal Year, projections of Borrowers’ consolidated balance sheets, results of operations, cash flow and Availability for the next Fiscal Year, covering a time period acceptable to Lender month by month; and

(h) such other reports and information (financial or otherwise) as Lender may request from time to time in connection with any Collateral or Borrowers’, Subsidiaries’, or other Obligor’s financial condition or business.

10.1.3. Notices . Notify Lender in writing promptly of any of the following that affects any Borrower: (a) the threat or commencement of any lawsuit, proceeding or investigation; (b) any pending or threatened labor dispute, strike or walkout; (c) any default under or termination of a material contract, License or other agreement; (d) the existence any Event of Default; (e) any judgment in any amount; (f) any violation or asserted violation of any applicable law (including ERISA, FLSA, or any federal, state or local environmental laws); (h) any environmental contamination or pollution by such Borrower or on any Property owned, leased or occupied by Borrower; or receipt of any notice of violation of any environmental law; (i) the occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Borrower’s independent accountants; or (k) any opening of a new office or place of business, at least 30 days prior to such opening.

10.1.4. Landlord and Storage Agreements . Upon request, provide Lender with copies of all existing agreements, and promptly after execution thereof provide Lender with copies of all future agreements, between any Borrower and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.

10.1.5. Compliance with Laws . Comply with all laws applicable to the conduct of each Borrower’s business, including ERISA, all environmental laws, FLSA, laws regarding anti-terrorism, and laws regarding collection and payment of taxes, and maintain all governmental approvals necessary to the ownership of its Properties or conduct of its business. If any environmental contamination or pollution occurs at or on any Properties of Borrower or Subsidiary, it shall act promptly and diligently to investigate and report to Lender and all appropriate governmental authorities the extent of, and to make appropriate remedial action to eliminate, such contamination or pollution, whether or not directed to do so by any governmental authority.

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10.1.6. Taxes . Except as being Properly Contested, pay and discharge all taxes prior to the date on which they become delinquent or penalties attach.

10.1.7. Insurance . In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers satisfactory to Lender, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such type, in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount not less than the amount of insurance maintained by Borrower as of the Closing Date, with deductibles and subject to endorsements and assignments satisfactory to Lender.

10.1.8. Reserved .

10.1.9. Depository Bank . Maintain Lender as its sole depository bank, including for the maintenance of all operating, collection, disbursement and other deposit accounts and for all Cash Management Services.

10.1.10. Future Subsidiaries . Promptly notify Lender upon any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary, cause it to guaranty the Obligations in a manner satisfactory to Lender, and to execute and deliver such documents, joinders, instruments and agreements and to take such other actions as Lender shall require to evidence and perfect a Lien in favor of Lender on all assets of such Person, including delivery of such legal opinions, in form and substance satisfactory to Lender, as it shall deem appropriate.

10.2. Negative Covenants . As long as any Commitment or Obligations (other than contingent indemnification obligations for which no claims have been asserted) are outstanding, Borrowers shall not, and shall cause each Subsidiary (other than any Foreign Subsidiary) not to, without Lender’s prior written consent:

10.2.1. Debt . Create, incur, guarantee or suffer to exist any debt, or contingent liabilities except:

(a) the Obligations;

(b) trade payables incurred in the ordinary course of business on normal trade credit;

(c) liabilities and leases in existence on the Closing Date and disclosed in writing to Lender on Schedule 10.2.1 and any extension, renewal or refinancing (but not increase) thereof;

(d) Bank Product Debt incurred in the ordinary course of business;

(e) Permitted Purchase Money Debt;

(f) the endorsement of checks in the ordinary course of business;

(g) Indebtedness of a Borrower that is owed to another Borrower;

(h) Indebtedness arising in connection with the financing of insurance premiums in the ordinary course of business;

(i) Indebtedness representing deferred compensation to officers, directors, employees of the Borrowers and their Subsidiaries;

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(j) Indebtedness, if any, owed in respect of any overdraft and related liabilities arising from treasury and cash management services or any automated clearing house transfer of funds and other Indebtedness in respect of netting services, overdraft protection and similar arrangement, in each case, in the ordinary course of business in connection with cash management and deposit accounts;

(k) to the extent constituting debt, all obligations permitted in connection with each Permitted Acquisition; and

(l) unsecured debt (i) subordinated to the Obligations on terms satisfactory to the Lender in an aggregate amount not to exceed at any time $500,000, (ii) for Permitted Acquisitions, subordinated to the Obligations on terms satisfactory to the Lender in an aggregate amount not to exceed at any time $500,000, and (iii) otherwise outstanding in an aggregate amount not to exceed $250,000.

10.2.2. Permitted Liens . Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “ Permitted Liens ”):

(a) Liens in favor of Lender;

(b) Liens for taxes not yet due;

(c) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Borrower’s ordinary course of business;

(d) Liens existing on the Closing Date and disclosed to Lender in writing on Schedule 10.2.2 ;

(e) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

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

(g) licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business;

(h) Liens in favor of collecting banks under Section 4-208 or 4-210 of the UCC on the items in the course of collection;

(i) Liens (i) (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits and/or (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(j) Purchase Money Liens securing Permitted Purchase Money Debt; and

(j) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $250,000 in the aggregate at any one time outstanding, which Liens are junior in priority to the Liens in favor of Lender.

10.2.3. Capital Expenditures . Make Unfinanced Capital Expenditures in excess of $850,000 in the aggregate during any Fiscal Year.

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10.2.4. Distributions . Declare or make payment of any distributions, interest or dividend on the stock, Equity Interest or other ownership interests of Borrower or repurchase any stock or other ownership interests from any holder, except to the extent that such payments (i) are Restricted Equity Payments, (ii) meet the Restricted Equity Payment Conditions, and (iii) do not exceed $1,000,000 in the aggregate during the term of this Agreement..

10.2.5. Acquisitions and Investments . (i) Acquire a business, division or substantially all the assets of any Person, (ii) acquire 50% or more of the equity or other ownership interests of any Person or (iii) have existing or make any investment in or make any capital contribution or other transfer of assets to any Person except;

(a) investments existing on the Closing Date and disclosed in writing to Lender;

(b) investments in certificates of deposit;

(d) Permitted Acquisitions;

(e) Loans permitted under Section 10.2.7; and

(f) Equity Interests of the Subsidiaries existing on the closing date.

10.2.6. Disposition of Business or Assets . Make any sale, assignment, lease, transfer or other disposition of Borrower’s business or assets except (a) in the ordinary course of business for fair market value and (b) sales, assignments, leases, transfers or other dispositions of assets among Borrowers.

10.2.7. Loans . Make any loans or other advances of money to any Person except:

(a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the ordinary course of business not to exceed $25,000 to any one Person or $100,000 in the aggregate outstanding at any one time;

(b) prepaid expenses and extensions of trade credit made in the ordinary course of business;

(d) the loans existing as of the date hereof set forth on Schedule 10.2.7 , in amounts not greater than the amounts outstanding as of the date hereof and set forth on such Schedule 10.2.7 ; and

(e) loans and advances to Subsidiaries of Borrowers that are not Borrowers hereunder, in an aggregate outstanding amount not to exceed $250,000 at any one time, provided, that, all such loans and advances shall be in the ordinary course of business consistent with past practices and undertaken in good faith, upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

10.2.8. Restrictions on Payment of Debt . Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt without the prior written consent of Lender, or as set forth in the applicable subordination agreement relating to such Subordinated Debt; (b) Borrowed Money (other than the Obligations and the Subordinated Debt, which Subordinated Debt shall be subject to the foregoing clause

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(a)) prior to its due date under the agreements evidencing such debt as in effect on the Closing Date and disclosed in writing to Lender (or as amended thereafter with the consent of Lender); or (c) Earn-Out Payments, payments in respect of the Holdback Amount or similar payments arising under the Share Purchase Agreement, provided , that , Lender acknowledges that such payments may be made by any Foreign Subsidiary of a Borrower that is not an Obligor with monies or the proceeds of assets of such Foreign Subsidiary.

10.2.9. Fundamental Changes . Change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; change its form or state of organization; liquidate, wind up its affairs or dissolve itself; or merge, combine or consolidate with any Person.

10.2.10. Subsidiaries . Except as provided in Section 10.1.10 , form or acquire any subsidiary after the Closing Date.

10.2.11. Organic Documents . Amend, modify or otherwise change any of its organizational documents or agreements.

10.2.12. Tax Consolidation . File or consent to the filing of any consolidated income tax return with any Person.

10.2.13. Accounting Changes . Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.2 ; or change its Fiscal Year.

10.2.14. Restrictive Agreements . Be or become a party to any agreement that conditions or restricts the right of Borrower to incur or repay the Obligations or to grant Liens on the assets of Borrower, except (a) in effect on the Closing Date and disclosed in writing to Lender on Schedule 10.2.14 ; or (b) constituting customary restrictions on assignment in leases and other contracts.

10.2.15. Hedging Agreements . Enter into any Hedging Agreement, except to hedge risks arising in the ordinary course of business and not for speculative purposes.

10.2.16. Conduct of Business . Engage in any business, other than its business as conducted on the Closing Date and any activities incidental thereto.

10.2.17. Affiliate Transactions . Enter into or be party to any transaction with an Affiliate or a Subsidiary except (a) transactions expressly permitted by the Loan Documents; (b) payment of reasonable compensation, benefits and employment incentives to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; (c) transactions in the ordinary course of business and on upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate; (d) transactions with Affiliates consummated prior to the Closing Date, as shown on Schedule 10.2.17 .

10.2.18. Plans . Become party to any ERISA Plan, other than any in existence on the Closing Date and disclosed in writing to Lender. Change of Management or Control. Make any material change in Borrower’s executive or management personnel, or permit or suffer any change in its direct or indirect capital ownership in each case as existing on the Closing date and disclosed to Lender in writing.

10.2.19. Amendments to Subordinated Debt . Amend, supplement or otherwise modify any document, instrument or agreement relating to any Subordinated Debt, if such modification (a) increases the principal balance of such debt, or increases any required payment of principal or interest; (b) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (c) shortens the final maturity date or otherwise accelerates

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amortization; (d) increases the interest rate; (e) increases or adds any fees or charges; (f) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or any Subsidiary, or that is otherwise materially adverse to Borrowers, any Subsidiary or Lender; or (g) results in the Obligations not being fully benefited by the subordination provisions thereof.

10.2.20. Willtek . Permit Willtek to engage in any business activities or to have any material assets or material liabilities other than net operating losses for tax purposes.

10.3. Financial Covenants .

As long as any Commitment or Obligations are outstanding, Borrowers shall, on a consolidated basis:

10.3.1. Fixed Charge Coverage Ratio . Commencing with the Fiscal Quarter ending September 30, 2017, maintain a Fixed Charge Coverage Ratio of at least 1.0:1.0, determined as of the last day of each Fiscal Quarter for the trailing four quarter period then ended.

10.3.2. Minimum EBITDA. Measured as of the Fiscal Quarter ending June 30, 2017, (i) for the six months then ended, maintain EBITDA of not less than $272,000 and (ii) for the twelve months then ended, maintain EBITDA of not less than $1,100,000.

Compliance with the foregoing shall be evidenced by delivery of the Compliance Certificate required under Section 10.1.2(c) .

10.4. Post-Closing . Borrowers hereby agree to take the following actions within the time periods set forth below:

(a) Borrowers shall, within five (5) days after the Closing Date (as such date may be extended by Lender in its Permitted Discretion, which extension may be granted by electronic mail), cause its landlord to deliver to Lender a Lien Waiver in respect of Borrowers’ leased location, in form and substance satisfactory to Lender.

(b) Borrowers shall, within fourteen (14) days after the Closing Date (as such date may be extended by Lender in its Permitted Discretion), deliver to Lender lender’s loss payable endorsements and additional insured endorsements to Borrowers’ existing insurance policies, each in form and substance satisfactory to Lender in its Permitted Discretion.

Section 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

11.1. Events of Default . Each of the following shall be an “ Event of Default: ”

(a) Any Borrower fails to pay its Obligations when due (whether at stated maturity, on demand, upon acceleration or otherwise);

(b) Any representation, warranty or other written statement of any Borrower made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given;

(c) Any Borrower breaches or fails to perform any covenant contained in this Agreement or any Loan Documents, provided , that , such Borrower shall have 10 days from the occurrence of a default to cure such default arising from its failure to perform the covenants described in Sections 7.4.1, 10.1.2(f), 10.1.2(g), 10.1.3 (other than 10.1.3(d));

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(d) Any breach or default of any Borrower occurs under (i) any Hedging Agreement; or (ii) any instrument or agreement to which it is a party or by which it or any of its Properties is bound;

(e) Any (a) judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Borrower for an aggregate amount in excess of $250,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of such Borrower to enforce any such judgment, (ii) such judgment shall remain undischarged for a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is being Properly Contested, (iii) any Liens arising by virtue of the rendition, entry or issuance of such judgment upon assets or properties of such Borrower shall be senior to any Liens in favor of Agent on such assets or properties or (iv) payment of such judgment is not covered by such Borrower’s insurance;

(f) A loss, theft, damage or destruction occurs with respect to any material portion of the Collateral and is not covered by any of Borrowers’ insurance policies;

(g) Any Borrower is enjoined, restrained or in any way prevented by any governmental authority from conducting any material part of its business; any Borrower suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; there is a cessation of any material part of such Borrower’s business for a material period of time; any material Collateral or Property of any Borrower is taken or impaired through condemnation; any Borrower agrees to or commences any liquidation, dissolution or winding up of its affairs; or any Borrower is not solvent;

(h) An insolvency or bankruptcy proceeding is commenced by any Borrower; any Borrower makes an offer of settlement, extension or composition to its unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of any Borrower; or an insolvency or bankruptcy proceeding is commenced against any Borrower and: such Borrower consents to institution of the proceeding, the petition commencing the proceeding is not dismissed within sixty (60) days of the petition date, or an order for relief is entered in the proceeding;

(i) A violation of ERISA occurs that has resulted or could reasonably be expected to result in liability of any Borrower to a Plan or PBGC, or that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Plan; or any Borrower fails to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan;

(j) Any Borrower or any of its senior officers is criminally indicted or convicted for (i) a felony committed in the conduct of such Borrower’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture of any material Property or any Collateral; or

(k) A Change of Control occurs; or any event occurs or condition exists that has a Material Adverse Effect.

11.2. Remedies upon Default . If an Event of Default described in Section 11.1(h) occurs, and during its continuance, then to the extent permitted by applicable law, all Obligations shall become automatically due and payable and all Commitments shall terminate, without any action by Lender or notice of any kind. In addition, or if any other Event of Default exists, and during its continuance, Lender may in its Permitted Discretion do any one or more of the following from time to time:

(a) declare any Obligations immediately due and payable, whereupon they shall be

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due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;

(b) terminate, reduce or condition any Commitment, or adjust the Borrowing Base;

(c) require Borrowers to Cash Collateralize all LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and if Borrower fails to deposit such Cash Collateral, Lender may advance the required Cash Collateral as Revolver Loans; and

(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Lender at a place designated by Lender; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by any Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by applicable law, in lots or in bulk, at such locations, all as Lender, in its Permitted Discretion, deems advisable. Borrowers agree that 10 days notice of any proposed sale or other disposition of Collateral by Lender shall be reasonable, and that any sale conducted on the internet or to a licensor of intellectual property shall be commercially reasonable. Lender may conduct sales on any Borrower’s premises, without charge, and any sales may be adjourned from time to time in accordance with applicable law. Lender shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Lender may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations.

11.3. License . Lender is hereby granted an irrevocable, non-exclusive license or other right to, upon the occurrence and during the continuance of an Event of Default, use, license or sub-license (without payment of royalty or other compensation to any Person) any or all intellectual property of Borrowers, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each Borrower’s rights and interests under intellectual property shall inure to Lender’s benefit.

11.4. Setoff . At any time during an Event of Default, Lender and its Affiliates are authorized, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing by Lender or such Affiliate to or for the credit or the account of Borrowers against its Obligations then due and owing, whether or not Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

11.5. Remedies Cumulative; No Waiver .

11.5.1. Cumulative Rights . All agreements, warranties, guaranties, indemnities and other undertakings of Borrowers under the Loan Documents are cumulative and not in derogation of each other. The rights and remedies of Lender under the Loan Documents are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until full payment of all Obligations.

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11.5.2. Waivers . No waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by Borrowers under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Lender of any payment or performance by Borrowers under any Loan Documents in a manner other than that specified therein. Any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

Section 12. MISCELLANEOUS

12.1. Amendments and Waivers .

12.1.1. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of Borrowers, Lender, and their respective successors and assigns, except that (a) Borrowers shall not have the right to assign its rights or delegate its obligations under any Loan Documents, and (b) absent an Event of Default, Lender shall obtain Borrowers’ prior written consent to an assignment by Lender, which consent shall not be unreasonably withheld, delayed or conditioned, provided , that , (i) Borrowers shall be deemed to have consented to such assignment if Borrower has not responded to Lender’s request for such consent within five (5) days of such request being made by Lender, and (ii) Borrowers’ consent shall not be required for any assignment by Lender that is made as part of a loan portfolio asset sale or transfer.

12.1.2. Amendments and Other Modifications . No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of an Event of Default, shall be effective without the prior written agreement of Lender and Borrowers; provided , however , that only the consent of the parties to a Bank Product agreement shall be required for any modification of such agreement. Any waiver or consent granted by Lender shall be effective only if in writing, and only for the matter specified.

12.2. Indemnity . EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS LENDER, EACH OTHER SECURED PARTY AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND ATTORNEYS (THE “INDEMNITEES”) AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY BORROWERS OR ANY OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

12.3. Notices and Communications .

12.3.1. Notice Address . All notices and other communications by or to a party hereto shall be in writing and shall be given to Borrowers at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pages hereof, or at such other address as a party may hereafter specify by notice in accordance with this Section 12.3 . Each communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Lender shall be effective until actually received by the individual to whose attention at Lender such notice is required to be sent; or (d) if given by overnight

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commercial service, upon receipt as evidenced by written confirmation of receipt from the overnight service. Any written communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by Borrower Agent shall be deemed received by all Borrowers.

12.3.2. Communications . Electronic communications (including e-mail, messaging and websites) may be used only in a manner acceptable to Lender and only for routine communications, such as delivery of financial statements, Borrowing Base Reports and other information required by Section 10.1.2 , and administrative matters. Lender make no assurances as to the privacy and security of electronic communications. E-mail and voice mail shall not be effective notices under the Loan Documents.

12.3.3. Platform . Borrowing Base information, reports, financial statements, materials and other information shall be delivered by Borrowers pursuant to procedures approved by Lender, including electronic delivery (if possible) upon request by Lender to an electronic system maintained by it (“ Platform ”). Borrowers shall notify Lender of each posting of information on the Platform, and information shall be deemed received by Lender only upon its receipt of such notice. The Platform is provided “as is” and “as available.” Lender does not warrant the adequacy or functioning of the Platform, and expressly disclaims liability for any issues involving the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY LENDER WITH RESPECT TO THE PLATFORM. No Indemnitee shall have any liability to Borrowers or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform, including any unintended recipient, nor for delivery of any information via the Platform, internet, e-mail, or any other electronic platform or messaging system.

12.3.4. Non-Conforming Communications . Lender may rely upon any communications purportedly given by or on behalf of any Borrower even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of a Borrower.

12.4. Performance of Borrowers’ Obligations . Lender may, in its Permitted Discretion at any time and from time to time, at Borrowers’ expense, pay any amount or do any act required of Borrowers under any Loan Documents or otherwise lawfully requested by Lender to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Lender’s Liens in any Collateral, including any payment of a Royalty, judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs, fees and expenses of Lender under this Section shall be reimbursed by Borrowers, on demand , with interest from the date incurred until paid in full, at the Default Rate. Any payment made or action taken by Lender under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

12.5. Credit Inquiries . Lender may (but shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning Borrowers.

12.6. Severability . Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under applicable law. If any provision is found to be invalid under applicable law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

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12.7. Cumulative Effect; Conflict of Terms . The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

12.8. Counterparts; Execution . Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Lender has received counterparts bearing the signatures of all parties hereto. Lender may (but shall have no obligation to) accept any signature, contract formation or record-keeping through electronic means, which shall have the same legal validity and enforceability as manual or paper-based methods, to the fullest extent permitted by applicable law.

12.9. Entire Agreement . Time is of the essence with respect to all Loan Documents and Obligations. The Loan Documents constitute the entire agreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter thereof.

12.10. No Control; No Fiduciary Responsibility . Nothing in any Loan Document and no action of Lender pursuant to any Loan Document shall be deemed to constitute control of Borrowers by Lender, and Lender has no fiduciary, agency or similar duty of any kind to Borrowers. In connection with all aspects of each transaction contemplated by any Loan Document, Borrowers acknowledge and agree that (i) this credit facility and all related services by Lender or its Affiliates are arm’s-length commercial transactions between Borrowers and such Person; and (ii) Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents.

12.11. Waiver of Confidentiality . Borrowers authorize Lender to discuss Borrowers’ financial affairs and business operations with any accountants, auditors, business consultants, or other professional advisors employed by Borrower, and Borrower authorizes such parties to disclose to Lender such financial and business information or reports (including management letters) concerning Borrowers as Lender may request.

12.12. Governing Law . UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.

12.13. Consent to Forum .

12.13.1. Forum . EACH BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN NEW YORK OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY AND

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UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.3.1. A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by applicable law.

12.13.2. Other Jurisdictions . Nothing herein shall limit the right of Lender to bring proceedings against Borrowers in any other court, nor limit the right of any party to serve process in any other manner permitted by applicable law. Nothing in this Agreement shall be deemed to preclude enforcement by Lender of any judgment or order obtained in any forum or jurisdiction.

12.14. Waivers by Borrowers . To the fullest extent permitted by applicable law, each Borrower waives (a) the right to trial by jury (which Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Lender on which a Borrower may in any way be liable, and hereby ratifies anything Lender may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Lender to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Borrower acknowledges that the foregoing waivers are a material inducement to Lender entering into this Agreement and that Lender is relying upon the foregoing in its dealings with Borrowers. Each Borrower has reviewed the foregoing waivers and has knowingly and voluntarily waived its jury trial and other rights. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

12.15. Patriot Act Notice . Lender hereby notifies Borrowers that pursuant to the Patriot Act, Lender is required to obtain, verify and record information that identifies Borrowers, including its legal name, address, tax ID number and other information that will allow Lender to identify it in accordance with the Patriot Act. Lender will also require information regarding any personal guarantor and may require information regarding Borrowers’ management and owners, such as legal name, address, social security number and date of birth. Borrowers shall, promptly upon request, provide all documentation and other information as Lender may request from time to time in order to comply with any obligations under “know your customer,” anti-money laundering or other requirements of applicable law.

12.16. NO ORAL AGREEMENT . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth above.

	LENDER :

	BANK OF AMERICA, N.A.

	By:	/s/ Komal Shah
	Name: Komal Shah
	Title: Assistant Vice President
	Address:

	One Bryant Park
	New York, New York 10036
	Attn:	Portfolio Manager
	Telecopy:

[Signatures continued on following page]

Signature Page to Loan and Security Agreement

	BORROWERS:

	WIRELESS TELECOM GROUP, INC.

	By:	/s/ Michael Kandell
	Name: Michael Kandell
	Title: Chief Financial Officer
	Address:

	25 Eastmans Road
	Parsippany, NJ 07054
	Attn:
	Telecopy:

	BOONTON ELECTRONIC CORPORATION

	By:	/s/ Michael Kandell
	Name: Michael Kandell
	Title: Chief Financial Officer
	Address:

	25 Eastmans Road
	Parsippany, NJ 07054
	Attn:
	Telecopy:

	MICROLAB/FXR

	By:	/s/ Michael Kandell
	Name: Michael Kandell
	Title: Chief Financial Officer
	Address:

	25 Eastmans Road
	Parsippany, NJ 07054
	Attn:
	Telecopy:

Signature Page to Loan and Security Agreement

SCHEDULE 8.5

Loan and Security Agreement

DEPOSIT ACCOUNTS

Depository Bank	Type of Account	Account Number
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017 +1 212 270 6000	Operating	957083386
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017 +1 212 270 6000	Operating	6057004388
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017 +1 212 270 6000	Operating	957088620
Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, NY 10036 +1 212 761 4000	Money Market	427-566297-312

SCHEDULE 8.6.1

Loan and Security Agreement

BUSINESS LOCATIONS

1.	Each Borrower currently has the following business locations:

	Chief Executive Office:

	Wireless Telecom Group, Inc. d/b/a Noise Com, Inc.
	25 Eastmans Road
	Parsippany, NJ 07054

	Boonton Electronics Corp.
	25 Eastmans Road
	Parsippany, NJ 07054

	Microlab/FXR
	25 Eastmans Road
	Parsippany, NJ 07054

	Other Locations:
	Wireless Telecom Group, Inc.
	Lambda Antenas S.L.
	C/ Calabozos 13, nave3.
	28108 Alcobendas, Madrid

2.	Each Subsidiary currently has the following business locations:

	Chief Executive Office:

	Other Locations:

	None.

3.	In the five years preceding the Closing Date, Borrower and Subsidiaries have had the following business locations in addition to those set forth above:

	None

4.	The following bailees, warehouseman, similar parties and consignees hold inventory of a Borrower or Subsidiary:

Name and Address of Party	Nature of Relationship	Amount of Inventory	Owner of Inventory
Lambda Warehouse	3 ^rd party warehouse	$60K	Microlab
Lambda Antenas S.L. C/ Calabozos 13, nave3. 28108 Alcobendas, Madrid

-- 2 --

SCHEDULE 9.1.4

Loan and Security Agreement

NAMES AND CAPITAL STRUCTURE

1.	The corporate names, jurisdictions of incorporation, and authorized and issued Equity Interests of each Borrower and Subsidiary are as follows:

Name	Jurisdiction	Number and Class of Authorized Shares	Number and Class of Issued Shares
Wireless Telecom Group, Inc.	New Jersey	Preferred Stock 2,000,000 Common Stock 75,000,000	0 issued shares 29,769,224
Boonton Electronic Corporation	New Jersey	200	200
Microlab/FXR	New Jersey	100,000 no par common stock	46,270

2.	The record holders of Equity Interests of each Borrower and Subsidiary are as follows:

Name	Class of Stock	Number of Shares	Record Owner
Wireless Telecom Group, Inc.	Preferred Stock Common Stock	0 18,734,346	See cap table
Boonton Electronic Corporation	Common Stock	200	Wireless Telecom Group, Inc.
Microlab/FXR	Common Stock	46,720	Wireless Telecom Group, Inc.

3.	All agreements binding on holders of Equity Interests of Borrower and Subsidiaries with respect to such interests are as follows:

	Stock Option Plan

4.	In the five years preceding the Closing Date, no Borrower or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination, except:

	None.

SCHEDULE 9.1.11

Loan and Security Agreement

PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

1.	Borrower’s and Subsidiaries’ patents:

Patent	Owner	Status in Patent Office	Federal Registration No.	Publication Date
Broadband Non-Directional Tap Coupler	Wireless Telecom Group, Inc.	Registered	7,026,888	November 11, 2004
Method And Apparatus For Continuous Processing Of An Electromagnetic Power Measurement	Wireless Telecom Group, Inc.	Application 14/295,739
Devices, Systems and Methods for Digitally Transporting Signals In GNSS Repeater Systems Using CPRI	Wireless Telecom Group, Inc.	Application 62/444,223

2.	Borrower’s and Subsidiaries’ trademarks: None.

3.	Borrower’s and Subsidiaries’ copyrights:

Copyright	Owner	Status in Copyright Office	Federal Registration No.	Registration Date
Measure by countermeasure: a textbook on anti-eavesdropping	Microlab/FXR		TX0000575359	September 19, 1980

4.	Borrower’s and Subsidiaries’ licenses (other than routine business licenses, authorizing them to transact business in local jurisdictions): [None]

Licensor	Description of License	Term of License	Royalties Payable

SCHEDULE 9.1.14

Loan and Security Agreement

ENVIRONMENTAL MATTERS

The New Jersey Department of Environmental Protection (the “NJDEP”) conducted an investigation in 1982 concerning disposal at a facility previously leased by the Company’s Boonton Electronic Corporation (“Boonton”) operations. The focus of the investigation involved certain materials formerly used by Boonton’s manufacturing operations at that site and the possible effect of such disposal on the aquifer underlying the property. The disposal practices and the use of the materials in question were discontinued in 1978. The Company has cooperated with the NJDEP investigation and has been diligently pursuing the matter in an attempt to resolve it in accordance with applicable NJDEP operating procedures. The above referenced activities were conducted by Boonton prior to our acquisition of that entity in 2000.

In 1982, Boonton and the NJDEP agreed upon a plan to correct ground water contamination at the site, located in the township of Parsippany-Troy Hills, pursuant to which wells have been installed by Boonton. The plan contemplates that the wells will be operated and that soil and water samples will be taken and analyzed until such time that contamination levels are satisfactory to the NJDEP. In 2014, the Company received approval for a groundwater permit from the NJDEP to carry out the final Remedial Action Work Plan and report. Under the final phase of the Remedial Action Work Plan, there will be limited and reduced monitoring and testing as long as concentrations at the site continue on a decreasing trend.

The company is subject to on-going remediation costs.

SCHEDULE 9.1.15

Loan and Security Agreement

RESTRICTIVE AGREEMENTS

None.

SCHEDULE 9.1.16

Loan and Security Agreement

LITIGATION

None.

SCHEDULE 9.1.18

Loan and Security Agreement

PENSION PLAN DISCLOSURES

Profit Sharing Plan

Incentive Stock Option Plan and related agreement

Wireless Telecom Group, Inc. 2000 Stock Option Plan

2012 Incentive Compensation Plan of Wireless Telecom Group, Inc. (the “2012 Plan”)

Officer Incentive Compensation Plan

SCHEDULE 10.2.2

Loan and Security Agreement

EXISTING LIENS

UCC Financing Statement filing number 25689792 naming Wireless Telecom Group, Inc. as debtor and US Bancorp as secured party.

UCC Financing Statement filing number 50564284 naming Wireless Telecom Group, Inc., d/b/a Boonton Electronics, as debtor and Electro Rent Corporation as secured party.

UCC Financing Statement filing number 50712700 naming Wireless Telecom Group, Inc. as debtor and PNC Equipment Finance, LLC as secured party.

UCC Financing Statement filing number 51414412 naming Wireless Telecom Group, Inc., d/b/a Noisecom, Inc., as debtor and Electro Rent Corporation as secured party.

UCC Financing Statement filing number 51511412 naming Wireless Telecom Group, Inc. as debtor and Electro Rent Corporation as secured party.

UCC Financing Statement filing number 51962441 naming Wireless Telecom Group, Inc. as debtor and PNC Equipment Finance, LLC as secured party.

SCHEDULE 10.2.14

Loan and Security Agreement

RESTRICTIVE AGREEMENTS

None.

SCHEDULE 10.2.17

Loan and Security Agreement

EXISTING AFFILIATE TRANSACTIONS

None.