Exhibit 10.1

LEASE AGREEMENT

B ETWEEN

W EST W ASHINGTON A SSOCIATES LLC

AND

S ONIC FOUNDRY

LEASE AGREEMENT

THIS LEASE, made and entered into at Madison, Wisconsin as of this              day of                      , 2011, by and between West Washington Associates LLC, a Wisconsin limited liability company (“Landlord”), and Sonic Foundry, Inc., a Maryland corporation (“Tenant”).

ARTICLE 0. BASIC LEASE PROVISIONS:

The following descriptions and amounts are qualified by their usage elsewhere in this Lease, including without limitation those Sections referred to in parentheses following such descriptions.

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ARTICLE I. DEFINITIONS

In addition to the definitions and terms set forth elsewhere throughout the Lease, the following terms will have the respective meanings set forth below:

(a) Base Year. The term “Base Year” means calendar year 2012.

(b) Building. The term “Building” will collectively refer to the office building described in Section 0.01 and associated Building Facilities, the real property on which it is situated (the legal description of which is attached hereto as Exhibit “A-1”), and any landscaping, parking facilities or structures appurtenant thereto.

(c) Building Facilities. The term “Building Facilities” means and includes all equipment, machinery, facilities and other personal property located in the Building and/or used or utilized wholly or partially in or in connection with the operation and/or maintenance of the Building, or any part thereof, whether or not located in the Building.

(d) Common Areas. The “Common Areas” consist of the entrance foyer and lobbies, corridors, elevator foyers, restrooms, mechanical rooms, telephone closets, janitor closets and other similar facilities provided for the common use and/or benefit of tenants generally and/or the public, and other areas appurtenant to or servicing the Building, including without limitation public entrance doors, stairways, passages, stairs, restrooms, and, if the Premises include less than an entire floor of the Building, the common lobbies, hallways, and toilets, and other common facilities of such floor, elevators, shipping and receiving areas, parking areas, sidewalks, plazas and landscaped areas located within, adjacent to, or near and associated with the Building.

(e) Commencement Date. The term “Commencement Date” means (a) the date specified in Section 0.04(a) provided that Premises are “ready for occupancy” as hereinafter defined; or (b) the date on which Tenant takes possession of the Premises, whichever occurs first, as adjusted under Section 3.2.

(f) Environmental Laws. The term “Environmental Laws” means any federal, state, and local law, statute, ordinance, regulation, rule, guideline, judicial decision, judicial or administrative order or decree, permit, license, approval, authorization, or similar requirement of any federal, state or local governmental agency or other governmental authority, pertaining to the protection of human health, safety, or the environment.

(g) Escalation Date. The term “Escalation Date” means the first day of the second Lease Year and on the first day of each Lease Year thereafter.

(h) Expiration Date. The term “Expiration Date” means the last day of the last consecutive full Lease Year.

(i) Fringe Benefits. The term “fringe benefits” includes, without limitation, the employer’s contribution of F.I.C.A., unemployment compensation and other employment taxes; pension and/or profit sharing or similar plan contributions; sick, vacation and holiday pay; training costs; paid leave; worker’s compensation, group life and accident and health insurance premiums; disability and other similar benefits; all paid or payable by the employer with respect to its employees.

(j) Hazardous Material(s). The term “Hazardous Material(s)” means any chemical, substance, material, object, condition or waste, or combination thereof, which (i) is defined as a hazardous substance, hazardous material, hazardous waste, pollutant, toxic material, or contaminant under any Environmental Law; (ii) is a petroleum hydrocarbon, including crude oil or any fraction thereof; (iii) may be hazardous to human health or safety or the environment due to its harmful or potentially harmful properties or effects, including toxicity, corrosivity, flammability, explosivity, infectiousness, radioactivity, carcinogenicity, or reproductive toxicity; or (iv) is regulated pursuant to any Environmental Law.

(k) Lease Year. The term “Lease Year” means a period of 12 consecutive full calendar months. The first Lease Year will begin on the Commencement Date if said date will occur on the first day of a month; if not, the first Lease Year will commence upon the first day of the month next following the Commencement Date of the term hereof. Each succeeding Lease Year will commence upon the anniversary of the first Lease Year.

(l) Management Company Fees. The term “Management Company Fees” means the reasonable and customary fees for management services provided by an independent management company, or reasonable

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fees for such services charged by Landlord or affiliated management companies (which fees shall not exceed the fees that would have been charged in an arms-length transaction.

(m) Operating Costs. The term “Operating Costs” means all reasonable and customary costs, expenses and disbursements of every kind and nature paid or incurred by the Landlord, or otherwise on behalf of the Landlord, in connection with the ownership, operation, management, maintenance, replacement and repair of the Building, all of which will be determined by Landlord on an accrual basis and in accordance with generally accepted accounting principles, consistently applied year to year. Operating Costs will include, without limiting the generality of the foregoing, the following:

Notwithstanding the foregoing, Operating Costs will not include (i) the costs of special services rendered to tenants (including Tenant) for which a special or separate charge is made, (ii) any cost of preparation or alteration of space for other tenants in the Building, (iii) leasing costs such as advertising, promotion and marketing of space availability, legal fees associated with lease negotiations, leasing commissions, or inducements (including tenant improvement allowance, free rent, moving allowance, and lease buy-outs) granted for the purpose of securing new leases or renewals of existing leases, (iv) depreciation (except amortization of capital expenditures which are

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allocated over the useful life of said expenditures as described in this Section), (v) any cost of capital improvements that enlarge or expand the existing Building (except any such expenditures required by law or by any governmental or quasi-governmental authority having jurisdiction over the Building), (vi) repairs paid by proceeds of insurance (except the deductible and that portion not covered by insurance), (vii) ground rental payments, (viii) interest payments, (ix) debt service payments made to a mortgagee, (x) financing or refinancing costs, (xi) management and administrative costs associated exclusively with the ownership structure, (xii) legal fees pertaining to lease disputes, or (xiii) any amounts payable by Landlord by way of indemnification or which constitute a fine, interest or penalty, (xiv) repairs necessitated by the negligence of the Landlord or required to cure violations of laws in effect as of the Commencement Date, (xv) any cost representing an amount paid for services or materials to a person, firm or entity related to Landlord if such amount exceeds the amount that would have been paid at market rates to a third party, (xvi) compensation paid to members, officers or executives of Landlord other than the fairly allocable compensation paid to an officer of an entity related to Landlord with respect to such officer’s ordinary and necessary building management services provided to the Property, (xvii) other non-operating expenses of Landlord.

(n) Real Estate Taxes. The term “Real Estate Taxes” will include any and all real estate taxes and assessments, ad valorem charges, special benefit assessments or charges, and all other governmental or public charges or impositions of every kind and nature whatsoever, both general and special, extraordinary as well as ordinary, foreseen and unforeseen, which may be levied, assessed or imposed upon the land, building and/or improvements located upon the tax parcel or parcels of which the Building and the Premises are a part, during any year or partial year during the term of this Lease, or on the rents received from the Building in the nature of a capital levy, and all expenses and fees, including attorneys’ fees, incurred by Landlord in contesting, appealing and/or negotiating with public authorities as to any of the above. Real Estate Taxes shall not include any income, transfer, or capital stock taxes assessed against and payable by Landlord, unless assessed in lieu of Real Estate Taxes.

(o) Rentable Area. The term “Rentable Area” means the rentable square footage area determined by multiplying Usable Area by 1.10 for single tenant floors or the rentable square footage area determined in accordance the Building Owners and Managers Association International (hereinafter, “BOMA”) whichever is less. For the purposes of calculating Rentable Area for this Lease, the Premises shall be considered a single tenant floor. The Rentable Area in the Building is 196,110 at the date of execution of this Lease.

(p) Repair. The term “repair” will include replacement or renewal when necessary, and all such “repairs” will be made by a qualified contractor and will be equal in quality and class to the original work.

(q) Tenant’s Pro Rata Share. “Tenant’s Pro Rata Share” shall mean 11.50%, which number represents a fraction (expressed as a percentage), the numerator of which is the Rentable Area of the Premises and the denominator of which is the Rentable Area of the Building, which numbers are herein stipulated by both parties for all purposes under this Lease. Any change in Tenant’s occupancy, whether by amendment or through the exercise of any options to expand shall change the Tenant’s Pro Rata Share and will be deemed in effect on the first day of the succeeding month following such change in occupancy. The calculation of Tenant’s Pro Rata Share shall be made in accordance with BOMA, except in determining Rentable Area which shall be determined pursuant to Article I(s).

(r) Usable Area. The term “Usable Area” means the usable square footage area determined in accordance with the American National Standard Method for Measuring Floor Area in Office Buildings, ANSI Z65.1-1996, published by BOMA.

ARTICLE II. PREMISES AND TERM

SECTION 2.1 PREMISES. The Landlord does hereby lease to Tenant, and Tenant hereby takes from Landlord, that certain part of the Building, hereinafter designated as the “Premises”, which are more particularly described in Sections 0.02 and 0.03, and located substantially as shown in Exhibit A, reserving however to Landlord the exclusive use of the exterior walls.

SECTION 2.2 TERM. The term of this Lease and Tenant’s obligation to pay rent hereunder will commence upon the Commencement Date. The term of this Lease will be for the number of Lease Years set forth in

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Section 0.04(b). The term hereof will expire at 12:00 o’clock midnight, local time on the Expiration Date. Upon Landlord’s request, the parties agree to execute an Addendum to certify the Commencement Date and Expiration Date hereof, but this Lease will not be affected in any manner if either party fails or refuses to execute such Addendum.

SECTION 2.3 COMMON AREAS. Landlord also grants Tenant the right under this Lease to use, in common with Landlord and other tenants, occupants and visitors to the Building, and all others to whom Landlord may grant rights thereto, the Common Areas, provided however that all such use by Tenant will be subject to such reasonable Rules and Regulations as Landlord may from time to time adopt and that Tenant may not use the Common Areas for advertising or promotional purposes. Landlord reserves the right to increase, reduce or change the size, height, layout, or location of the Building and its Common Areas (as long as Tenant’s use of the Common Areas and its access to the Premises and parking areas are not materially and unreasonably impaired). No easement, license or other right to light, air, or view is created by this Lease. The Premises do not include, and Tenant is given no right to use, control or occupy, the exterior surfaces of the Building, the roof of the Building or the airspace or plenum between the finished hung ceilings (or finished floors) in the Premises and the unfinished slab of the ceiling above (or the unfinished floor below). All space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, utility lines, sinks, and other Building facilities, and access thereto through the Premises, is reserved to Landlord, provided such access does not unreasonably interfere with Tenant’s use of and access to the Premises and parking.

SECTION 2.4 ACCESSES TO PREMISES. Landlord and its authorized representatives will have the right to enter the Premises at reasonable hours and, except in cases of emergency, upon reasonable advance notice to Tenant (which notice, notwithstanding any other provision of this Lease, may be given orally) to make inspections, to exhibit the Premises to prospective tenants, purchasers, or others, or to make alterations or repairs to the Building or the Premises for which it is responsible or which it is entitled to make hereunder. Notwithstanding anything to the contrary contained herein, unless Landlord obtains prior approval from Tenant, Landlord hereby agrees not to show the Premises to any prospective tenants earlier than one hundred eighty (180) days prior to the Expiration Date, as extended if such is the case. In the event of emergency or in order to comply with any laws, orders, ordinances or requirements of any governmental unit or authority (regarding which compliance is the responsibility of Landlord), Landlord and its authorized representatives will have the right of entry at any time and may perform any acts related to safety, protection, preservation or improvement of the Building or the Premises or required by such governmental unit or authority. The proper exercise by Landlord of any of its rights under this provision will not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises and Tenant will not be entitled to an abatement or reduction in rental by reason of any such action.

ARTICLE III. CONSTRUCTION AND INSTALLATIONS

SECTION 3.1 LANDLORD’S WORK. Landlord agrees that it will perform the work and make the installations to the Premises that are set forth as Landlord’s Work in Exhibit B and Landlord will pay for such work on the terms and conditions contained in Exhibit B. Landlord shall be responsible for obtaining all construction permits and for insuring that all installations shown on Exhibit B as Landlord’s Work are installed in compliance with all applicable codes, unless Tenant directs Landlord to otherwise perform (and only if Landlord in its discretion so agrees to perform) pursuant to plans and specifications provided or otherwise approved by Tenant. By occupying the Premises, Tenant shall be deemed to accept the same and acknowledge that the Premises comply fully with Landlord’s covenants and obligations as provided in this Lease, subject to completion of punchlist items, the procedure for which is set forth in Exhibit B. Tenant acknowledges that neither Landlord nor any agent, employee or representative of Landlord has made any representation or warranty with respect to the suitability of the Building or Premises for the conduct of Tenant’s business or any other purpose. Landlord will have the right, at its election, at any time and from time to time, to make such alterations or changes in portions of the Building outside the Premises as it may deem necessary or desirable so long as such alterations or changes do not unreasonably interfere with the use and occupancy by Tenant of the Premises.

SECTION 3.2 READY FOR OCCUPANCY. The Premises will be deemed to be “ready for occupancy” under the terms of this Lease if Landlord’s construction or remodeling of the Premises as required by Section 3.1 is

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sufficiently completed to allow Tenant access to begin Tenant’s Work as set forth in Exhibit B. In the event a dispute occurs as to whether or not Landlord’s construction or remodeling of the Premises is sufficiently completed, the certification of the Architect that Landlord’s construction of the Premises is substantially complete in accordance with the plans and specifications therefor will be deemed final and conclusive. The taking of possession by Tenant of the Premises will be deemed conclusive evidence that Tenant accepted delivery of the Premises as substantially completed, except for completion of punchlist items as specified in Exhibit B. The term “Tenant Delay” shall mean any actual delay of Landlord in completing Landlord’s Work specified in Exhibit B as a result of the performance and/or completion of any Tenant Fixturing by a person, firm or corporation employed by Tenant, including Tenant’s review of plans and specifications for Landlord’s Work. In the event a Tenant Delay, the Commencement Date of this Lease will be postponed by the number of days of such Tenant Delay.

SECTION 3.3 ALTERATIONS AND INSTALLATIONS BY TENANT. Tenant shall have the right, at its own cost and expense, to perform the Tenant’s Work described on Exhibit B for Tenant’s initial occupancy in the Premises. The improvements installed in the Premises (including Landlord’s Work and the Tenant’s Work) in connection with the initial occupancy of Tenant shall be called the “Improvements.” After construction of the Improvements, Tenant will make no improvements, alterations, or additions of any kind, whether structural or non-structural (the “Alterations”) in or to the Premises or the Building without first obtaining Landlord’s prior written approval of Tenant’s contractor, the plans, and the specifications therefor with such approval not to be unreasonably withheld, conditioned or delayed. Tenant shall acquire all necessary permits to construct the Alterations from appropriate governmental agencies, furnishing a copy thereof to Landlord prior to commencement of such construction. Tenant shall comply with all conditions of such required permit and with all specifications in the plans in a commercially reasonable manner. Tenant will not commence any such work without first delivering to Landlord certificates of insurance evidencing that Tenant has obtained a policy or policies of commercial general liability and property damage insurance, naming Landlord as additional insured, in limits and with companies reasonably approved by Landlord pursuant to Section 9.1. Landlord’s approval of the plans, specifications and working drawings for Tenant’s improvements, alterations, or additions will create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All Tenant’s Work and Alterations shall be done in a good and workmanlike manner, any fixtures installed by Tenant shall be of good quality and installed in a workmanlike manner.

SECTION 3.4 DEVELOPMENT PLAN. It is understood that Exhibit A indicates, in general, the site plan for the Building of which the Premises are a part; and a floor plan of the floor(s) on which the Premises is located; that Landlord, in building and operating the improvements may make such other departures from and changes in said plan as Landlord, in its sole discretion, may from time to time find proper, provided such changes do not unreasonably interfere with Tenant’s right to use or occupy the Premises and parking or access to the Premises or parking. Landlord may, in its sole discretion, change the location of other tenants and the nature, layout or size of any occupancy of any space unit other than Premises at any time, construct additional buildings or improvements and make additions or alterations thereto, and change or vary the parking, walkways, driveways and common areas or layout thereof without the same being deemed an eviction or disturbance of Tenant and without any abatement of rent, provided such improvements and changes do not unreasonably interfere with Tenant’s right to use or occupy the Premises and parking or access to the Premises or parking.

ARTICLE IV. RENT AND OTHER CHARGES

SECTION 4.1 BASE RENT. Tenant will, during the entire term of this Lease, pay to Landlord the annual Base Rent set forth in Section 0.05 (as such amount may be adjusted from time to time as provided in Section 4.2), in equal monthly installments payable on the Commencement Date and in advance on the first day of each calendar month thereafter during the term of this Lease, without any offset or deduction whatsoever or any prior demand. All payments of rent will be made to Landlord at its office or at such other place as it may designate in writing. If the Commencement Date is not on the first day of a month, the Base Rent for the fractional month containing the Commencement Date will be prorated on a per diem basis with respect to the fractional month, and paid to Landlord on the first day of the next month.

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SECTION 4.2 ADJUSTMENT TO BASE RENT. Base Rent will be increased effective on the Escalation Date by the addition thereto of an amount which is the product obtained by multiplying the Minimum Annual Escalation percentage set forth in Section 0.06 by the Base Rent in effect immediately prior to the Escalation Date.

SECTION 4.3 ADDITIONAL RENTS. In addition to Base Rent, Tenant will pay as “Additional Rent” the sums or amounts set forth herein or as become due and payable elsewhere in this Lease.

(a) Landlord agrees to expend as its share of Operating Costs during any calendar year an amount equal to the actual Operating Costs of the Building incurred during the Base Year (“Landlord’s Share”). Prior to the commencement of each calendar year or as soon thereafter as possible, Landlord will provide a written estimate of the Operating Costs expected to be incurred during the calendar year in excess of Landlord’s Share for the same period and showing Tenant’s Pro Rata Share of such amount (“estimated Tenant’s Share of Operating Costs Increases”). Commencing on the first anniversary of the Commencement Date Tenant will pay to Landlord, during the remaining Term of this Lease, the estimated Tenant’s Share of Operating Costs Increases, in equal monthly installments payable in advance on the first day of each calendar month, without any offset or deduction whatsoever or any prior demand unless otherwise provided in this Lease.

(b) If Landlord will not have furnished estimated Operating Costs at the times contemplated herein, then until such estimated Operating Costs are provided, Tenant will continue to pay an amount equal to the monthly sum payable under this Section in respect of the last month of the preceding calendar year. In such event, promptly after estimated Operating Costs are furnished to Tenant, or together therewith, Landlord will give notice stating whether the aggregate amount of the installments of estimated Tenant’s Share of Operating Costs Increases previously made for such calendar year is more or less than the aggregate amount of the installments of estimated Tenant’s Share of Operating Costs Increases to be made for the then-current calendar year in accordance with such estimated Operating Costs, and (i) if there is a deficiency, within thirty (30) days after receipt of such notice Tenant will pay the amount of such deficiency, or (ii) if there has been an overpayment, Landlord will credit Tenant in the amount thereof toward subsequent payments of Base Rent or Additional Rent (or, upon termination of the Lease, Landlord will reimburse Tenant such overpayment in cash and within sixty (60) days thereof with Landlord’s obligations under this Section surviving expiration or any earlier termination of this Lease); and (iii) on the first day of the next following month, and monthly thereafter throughout the remainder of such calendar year, Tenant will pay an amount equal to one-twelfth (1/12) of estimated Tenant’s Share of Operating Costs Increases, shown on such estimated Operating Costs. Landlord may at any time or from time to time revise the estimated Operating Costs and, in such case, the estimated Tenant’s Share of Operating Costs Increases for the remainder of the calendar year will be based upon such revised estimate of Operating Costs and adjusted, paid, and/or credited, as applicable, substantially in the same manner as provided above.

(c) Within one hundred twenty (120) days after the end of each calendar year, or at such later time as Landlord will be able to determine the actual amounts of Operating Costs, Landlord will furnish to Tenant a written statement (“Landlord’s Statement”) showing the actual Operating Costs for the calendar year, Landlord’s Share of Operating Costs during the Base Year, and Tenant’s Pro Rata Share of Operating Costs during such calendar year in excess of Landlord’s Share (“actual Tenant’s Share of Operating Costs Increases). If Landlord’s Statement shows that the estimated Tenant’s Share of Operating Costs Increases exceeded the actual Tenant’s Share for such calendar year, then Landlord will credit Tenant in the amount of such excess against subsequent payments of Base Rent and Additional Rent. If Landlord’s Statement will show that the estimated Tenant’s Share of Operating Costs increases were less than actual Tenant’s Share of Operating Costs Increases for such period, Tenant will pay the amount of such deficiency within thirty (30) days after the delivery to Tenant of such Landlord’s Statement. Landlord’s failure to render a Landlord’s Statement with respect to any period will not eliminate or reduce Tenant’s obligation to pay actual Tenant’s Share of Operating Costs Increases for such period and will not prejudice Landlord’s right to render a Landlord’s Statement with respect to any subsequent period. The obligations of Tenant under the provisions of this paragraph with respect to any increase in Additional Rent will survive the expiration or any sooner termination of the this Lease. If a change in Real Estate Taxes is obtained through a tax appeal by Landlord or otherwise, which affects the result of Landlord’s prior year’s calculation of Tenant’s Pro Rata Share of

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Operating Expense Increases, then Landlord shall promptly issue a credit or a charge to Tenant, as the case may be, reflecting such Real Estate Taxes adjustment.

(d) In respect of any Lease Year or partial Lease Year (including the Base Year) in which the Building is not occupied to the extent of ninety-five percent (95%) of the Rentable Area thereof, the Operating Costs in respect of such period will for the purposes of this Section, be increased to be equal to the amount which would have been incurred had the Building been occupied to the extent of ninety-five percent (95%) of the Rentable Area thereof.

(e) Tenant will have the right to inspect Landlord’s accounting records relative to Operating Costs of the Building at Landlord’s accounting office in Madison, Wisconsin during normal business hours at any time within sixty (60) days following receipt of Landlord’s Statement for the Base Year and within one (1) year with respect to any other calendar year. Unless Tenant takes written exception to any item within such time periods, such Landlord’s Statement will be considered as final and accepted by Tenant. If Tenant makes a timely written exception to Landlord (a “Notice Dispute”) and if Landlord and Tenant do not agree on the proper amount for actual Tenant’s Share of Operating Costs Increases within thirty (30) days of such Notice of Dispute, the matter shall be submitted to an independent certified public accountant selected by Landlord, with reasonable approval by Tenant, whose determination shall be final. If Landlord shall have overstated Tenant’s Share of Operating Costs by more than five (5) percent, Landlord shall pay all costs of such examination. If Landlord shall not have overstated Tenant’s Share of Operating Expenses by more than five percent (5%), Tenant shall pay all costs of such examination.

(f) In the event that an increase in Real Estate Taxes is caused by Tenant’s improvements made to the Premises (other than the Landlord’s Work as defined in Exhibit B), Tenant will pay when due all the increase attributable to such improvements. If the improvements, the taxes for which are to be paid separately by Tenant, are not separately assessed, Landlord will equitably determine Tenant’s portion of that tax from the respective valuations assigned in the assessor’s worksheets or such other information (which may include the cost of construction) as may be reasonably available.

SECTION 4.4 UTILITIES. Landlord shall provide utility services, including electricity and heating, ventilation and air conditioning (“HVAC”) to the Premises in the manner set forth in Section 6.1. The cost of all utilities supplied to or used in Premises shall be included in Operating Costs. In the case of electricity, if Landlord reasonably believes that Tenant is using materially in excess of Building Standard for electric, Landlord may install a submeter in the Premises. If a submeter is installed, Tenant will pay Landlord for such excess electricity consumed. Said payment will be calculated using the rate Tenant would pay the utility company furnishing such service if a direct meter served the Premises. Tenant will operate or draw from the heating, ventilating and air conditioning system or systems that serve the Premises and other premises in a manner not to unduly drain HVAC in violation of Section 6.1.

Landlord has advised Tenant that presently Madison Gas & Electric (“Electric Service Provider”) is the utility company selected by Landlord to provide electricity service for the Building. Notwithstanding the foregoing, Landlord will have the right at any time and from time to time during the Lease Term to either contract for service from a different company or companies providing electricity service (each such company will hereinafter be referred to as an “Alternate Service Provider”) or continue to contract for service from the Electric Service Provider. Tenant will cooperate with Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as reasonably necessary, will allow Landlord, Electric Service Provider, and any Alternate Service Provider reasonable access to the Building’s electric lines, feeders, risers, wiring, and any other machinery within the Premises.

Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the quantity or character of the electric energy supplied by the Electric Service Provider or any Alternate Energy Provider is no longer available or suitable for Tenant’s requirements, and no such change, failure, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease. Notwithstanding the foregoing, in the event of any such

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failure which (i) renders the Premises untenantable, (ii) is within Landlord’s control to remedy, and (iii) continues uninterrupted for a period of five (5) business days, the Base Rent shall abate for the number of days such failure continues beyond such five (5) business day period. In addition, if such failure continues for thirty (30) consecutive days, Tenant shall have the right at its option to terminate this Lease by sending Landlord written notice of such election prior to the failure having been corrected.

SECTION 4.5 PARKING AND STORAGE. Tenant will pay to Landlord, during the entire term of this Lease, in monthly installments payable in advance on the first day of each calendar month, without any offset or deduction whatsoever or any prior demand, the amounts set forth in any Parking Addendum and/or any Storage Space Addendum incorporated in this Lease. Unless Tenant executes a Parking Addendum or Storage Space Addendum, Tenant will have no right to use any underground parking facilities or storage facilities of the Building, respectively.

SECTION 4.6 INTEREST ON PAST DUE OBLIGATIONS; CERTIFIED FUNDS. Except as may expressly be provided in this Lease to the contrary, any amount due to Landlord not paid when due will bear interest at the rate of nine percent (9%) per annum greater than the prime rate as published in the Wall Street Journal as the same may fluctuate from and after the date on which the payment was first due through the date on which the payment is paid in full, provided, however, that the payment of such interest will in no event exceed the highest rate allowed under applicable law. Payment of such interest will not excuse or cure any default by Tenant under this Lease.

SECTION 4.7 LATE CHARGES. Tenant hereby acknowledges that late payment of rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any mortgage covering the Premises. Accordingly, if any installment of Base Rent, Additional Rent or any other sum due from Tenant is not received by Landlord or Landlord’s designee within five (5) days after said amount is due, then Tenant will immediately pay to Landlord a late charge equal to ten percent (10%) of such overdue amount or the sum of One Hundred Dollars ($100.00), whichever is greater, provided, however, that such late change will only be applied upon the second occurrence during the term of the Lease (as extended). The parties hereby agree that such late charge represents a fair and reasonable estimate of the cost Landlord will incur by reason of late payment by Tenant, and is in addition to Interest on Past Due Obligations. Acceptance of such late charge by Landlord will in no event constitute a waiver of Tenant’s default with respect to such overdue amount, or prevent Landlord from exercising any of the other rights and remedies granted under this Lease.

ARTICLE V. SECURITY DEPOSIT

SECTION 5.1 AMOUNT OF DEPOSIT. Tenant will deposit with Landlord upon execution hereof the sum set forth in Section 0.08. Said deposit will be held by Landlord, with right of comminglement and use, and without liability for interest or duty to render accounting, as security for the faithful performance by Tenant of all terms, covenants and conditions of this Lease by Tenant to be kept and performed during the term hereof.

SECTION 5.2 USE AND RETURN OF DEPOSIT. If Tenant fails to keep and perform any of the terms, covenants and conditions of this Lease beyond any applicable cure period, then Landlord at its option may apply said deposit, or so much thereof as may be necessary to compensate Landlord for loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant. Should the entire deposit, or any portion thereof, be so applied by Landlord, then Tenant will, upon Landlord’s demand, forthwith remit to Landlord a sufficient sum to restore said security to the original sum deposited, and Tenant’s failure to do so within ten (10) days after receipt of such demand will constitute a breach of this Lease. Should Tenant comply with all of said terms, covenants and conditions and promptly pay all of the rents herein provided for as they fall due, and all other sums payable by Tenant hereunder, said deposit will be returned in full to Tenant at the end of the term of this Lease.

SECTION 5.3 TRANSFER OF DEPOSIT. Landlord may transfer the security deposit to any purchaser of Landlord’s interest in the Premises, and thereupon Landlord will be discharged from any further liability with respect to said deposit.

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ARTICLE VI. SERVICES BY LANDLORD

SECTION 6.1 BASIC SERVICES. Provided Tenant is not in default of its obligations under this Lease beyond any applicable cure period, Landlord agrees to furnish for the Premises the following services, consistent with the standards of a modern first-class office building, and subject to the reimbursement provisions of Section 4.3:

(a) During standard building hours (i.e., between 7:00 a.m. and 6 p.m. weekdays with the exception of holidays), heating, ventilation and air conditioning (“HVAC”) which shall be maintained at temperatures throughout the Premises within the range of 68 – 72 degrees Fahrenheit during the heating season and 74 – 78 degrees Fahrenheit during the cooling season, and relative humidity throughout the Premises within the range of twenty percent (20%) to thirty percent (30%) during the heating season and within the range of forty percent (40%) to sixty percent (60%) during the cooling season. During non-standard building hours (i.e., between 6:00 p.m. and 7:00 a.m. Monday through Friday, between 6:00 p.m. Friday and 7:00 a.m. Monday and all day on any legal holiday), the HVAC temperature set points will be 80 degrees Fahrenheit during the cooling season and 60 degrees Fahrenheit during the heating season. Whenever heat generating machines or equipment are used by Tenant in the Premises which affect the temperature otherwise maintained by the air conditioning system, as determined by Landlord, Landlord reserves the right to install supplementary air conditioning units in the Premises, and the costs therefor, including the cost of installation, operation and maintenance thereof, will be paid by Tenant to Landlord upon thirty (30) days after written demand therefor.

With respect to the Premises, Landlord shall provide Tenant the direct ability to override the HVAC system, thermostat, and lighting control schedules during non-building standard hours, provided, however, Tenant shall pay to Landlord, as Additional Rent, an amount which represents the actual costs of such overtime use of the HVAC services pursuant to the then current schedule of such costs (currently $35.00 per hour, but subject to future change provided such future change does not result in a charge greater than what is usual and customary in the downtown Class A office market). Notwithstanding the foregoing, Tenant shall be provided twelve (12) hours per week (cumulative) of HVAC services outside of the standard building hours designated in the first paragraph of this subsection at no additional charge to Tenant.

(b) Electric current in reasonably sufficient amounts for normal business use, including operation of building standard lighting and general office machines of a type that are typically used in modern, first class offices, such as personal computers, facsimile machines, copiers, scanners, telephone system equipment, and the like as measured at the time of execution of this Lease (“Building Standard for Electric”). Landlord will not be liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain or incur if either the quantity or character of the electric service changes for causes outside of Landlord’s control.

(c) Janitorial cleaning service and refuse removal will be furnished after normal business hours on Monday through Friday (exclusive of legal holidays). The level of janitor service will not include carpet shampooing, drapery cleaning, or cleaning, maintenance, or supplies for food facilities, special equipment areas, or locker rooms located within the Premises. If Tenant requests such services to be provided to the Premises on Saturdays, Sundays, legal holidays, or times other than as specified, or if Tenant requires a level of services in excess of those to be provided by Landlord in accordance with this Section 6.1, Tenant will pay Landlord as Additional Rent the cost of those additional services based upon actual costs incurred by Landlord’s in providing such services.

(d) Window washing of all exterior windows at intervals determined solely by Landlord.

(e) Men’s and women’s restrooms situated on the floor on which the Premises are located together with hot and cold or tempered water for use in said restrooms.

(f) Cold and hot water for any restroom or lunchroom facilities installed in the Premises by Tenant.

(g) One refrigerated drinking fountain on the floor on which the Premises are located.

(h) Passenger elevator service in common with others.

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(i) An elevator equipped for freight usage subject to scheduling by Landlord (provided, however, Landlord will allow use of such elevator during Tenant’s move-in and move-out at times reasonably requested by Tenant).

(j) A clean, street-level lobby, entrance way, elevator lobby, public corridor, and other public portions of the Building for use in common with others.

(k) Building directory located in close proximity to the primary entrance of the Building listing Tenant’s name and suite number at no extra charge to Tenant.

(l) Relamping and maintaining building standard fluorescent lighting fixtures installed in the Premises.

Unless otherwise provided above, all services shall be furnished between the hours of 7:00 a.m. and 6:00 p.m. on weekdays and from 9:00 a.m. to 1:00 p.m. on Saturdays, with the exception of legal holidays.

SECTION 6.2 INTERRUPTIONS OF SERVICES. If any services to be provided are suspended, interrupted, or varied by strikes, accidents, repairs, maintenance, alterations, orders from any governmental authority, or any cause beyond Landlord’s control, Landlord will not be liable for any damages, direct, indirect, or consequential, or for damages for personal discomfort, illness, or inconvenience of Tenant, its employees, agents, or invitees, or for loss, damage or theft of Tenant’s improvements, equipment or property, unless caused by the deliberate act or negligence of Landlord, its agents, or employees. Except as set forth herein, suspension or interruption will not result in any abatement of rent, be deemed an eviction, or relieve Tenant of performance of Tenant’s obligations under this Lease. Notwithstanding the foregoing, in the event of any such suspension or interruption which (i) renders the Premises untenantable, (ii) is within Landlord’s control to remedy, and (iii) continues uninterrupted for a period of five (5) business days, the Base Rent shall abate for the number of days such failure continues beyond such five (5) business day period. In addition, if such suspension or interruption continues for thirty (30) consecutive days, Tenant shall have the right at its option to terminate this Lease by sending Landlord written notice of such election prior to the suspension or interruption having been corrected.

ARTICLE VII. INSTALLATION, REPAIRS AND MAINTENANCE OF LEASED PREMISES

SECTION 7.1 MAINTENANCE BY LANDLORD. Landlord will keep and maintain in good condition and repair the structural components of the Building and the Building systems, including the roof, foundation, electrical, plumbing, HVAC, mechanical, and fire and life safety systems in the Building (with respect to utilities, up to the point of entry to the Premises), exterior windows and Common Areas, and all costs incurred by Landlord in making any such repairs or maintenance will be, to the extent permitted under the definition of Operating Costs under this Lease, reimbursable to Landlord as Operating Costs of the Building. Notwithstanding the foregoing, the cost of performing any such maintenance and repairs as may be required by reason of the acts of Tenant, its employees, agents, invitees, licensees and contractors will be paid by Tenant, at its sole expense. When used in this paragraph, the term “repairs” will include replacements or renewals when necessary, and all such “repairs”, whether made by Landlord or Tenant, will be made by a qualified contractor and will be equal in quality and class to the original work. Landlord will have no obligation to perform any act that is the obligation of Tenant or any other tenant in the Building. Other than as specifically provided in this Section, Landlord will not be obligated to make any repairs or improvements of any kind, in, upon, about or to the Premises or the Building. Tenant will, upon the discovery of any defect in or injury to the Building or any need of repairs thereto, promptly report the same to Landlord in writing specifying such defect, injury or need of repair

Landlord reserves the exclusive right from time to time to install, use, maintain, repair, replace and relocate pipes, ducts, conduits, cables, wires, vents and appurtenant fixtures, to and through the Premises and to alter or relocate any other facility in the Building as Landlord deems reasonably necessary or appropriate for the proper operation and maintenance of the Building (including the servicing of other tenants in the Building), and reserves the right at all times to transmit water, heat, air-conditioning, electronic signals and electric current through such pipes, ducts, conduits, cables, plumbing, vents and wires, provided the same does not unreasonably interfere with Tenant’s use or occupancy of and access to the Premises or parking.

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SECTION 7.2 MAINTENANCE BY TENANT. Subject to Landlord’s maintenance and repair obligations set forth in Section 7.1, Tenant, at Tenant’s expense, will keep and maintain in good order, condition and repair the improvements to the Premises and every part thereof, including, without limiting the generality of the foregoing, all plumbing, HVAC, electrical and lighting facilities and equipment within the Premises, any intra-Building telephone and network cabling installed to exclusively serve the Premises, whether or not fully contained within the Premises, fixtures, interior walls and interior surfaces of exterior walls, ceilings, windows, doors, plate and window glass (except the exterior), moldings, floor covering, water coolers, whether installed or owned by Landlord or Tenant. Tenant will repair all damage or injury to the Building or to fixtures, appurtenances, and equipment of the Building caused by Tenant’s installation or removal of its property or resulting from any acts or conduct of Tenant, its employees, contractors, agents, licensees, or invitees. In the event that Tenant fails to keep and maintain the Premises in good order, condition and repair while this Lease is in effect, and Tenant fails to make necessary maintenance and repairs as soon as commercially reasonable after notice by Landlord, then Landlord may, if the same remains uncured within thirty (30) days after written notice to Tenant, restore the Premises to such good order and condition and make such repairs without liability to Tenant for any loss or damage that may accrue to Tenant’s property or business by reason thereof, and Tenant will pay Landlord upon demand as Additional Rent the cost of restoring the Premises to such order and condition (and included in such cost will be an eight percent (8%) fee for overhead and administration). Notwithstanding anything contained herein to the contrary, in the event any necessary maintenance or repair item cannot be completed within thirty (30) days following Landlord’s notice to Tenant, but Tenant undertakes such maintenance and repair within such thirty (30) day period and diligently pursues the same to completion, Landlord shall not have the right to restore or repair the Premises as provided herein.

SECTION 7.3 ENVIRONMENTAL PROTECTION. Tenant covenants, represents, and warrants that Tenant’s use of the Premises do not and will not involve the use, storage, generation, or disposal of Hazardous Materials (as defined herein), and that Tenant shall not cause or permit any Hazardous Materials to be brought, used, stored, generated, or disposed on or about the Premises or Building by Tenant, its agents, employees, subtenants, assigns, contractors, subcontractors, or invitees, except ordinary janitorial and office products customarily used by tenants in connection with executive office use which products are used and stored at the Premises in the proper manner, in the usual and customary quantities, and in compliance with all laws including, without limitation, Environmental Laws. Tenant shall immediately provide Landlord with written notice (i) of any actual or suspected breach hereunder; (ii) of the presence or release of any Hazardous Materials on or about the Premises or the Building; or (iii) of its receipt of any notice from any governmental agency or third party pertaining to Hazardous Materials which may affect the Premises or the Building. The parties acknowledge that this Section will survive the termination or expiration of this Lease. If Landlord receives notice of any alleged violation of any Environmental Law having been committed or about to be committed by Tenant, Landlord may, at its option immediately exercise any or all remedies available under this Lease or at law or in equity all without giving Tenant any notice or an opportunity to cure the default (notwithstanding any notice and cure provision or other Lease provisions to the contrary).

ARTICLE VIII. CONDUCT OF BUSINESS

SECTION 8.1 BUSINESS USE. Tenant will use the Premises solely, exclusively and for no other purpose than that defined in Section 0.09, provided that the foregoing will not be construed as a representation or guarantee by Landlord that such business may lawfully be conducted on the Premises. Tenant will not permit, or suffer the use of, the Premises for any other business or purpose. Tenant will not permit business to be operated in or from the Premises by any concessionaire or licensee.

Tenant will not do anything nor permit anything to be done, in or about the Premises, or keep, use, offer or sell in or from the Premises any article, which will cause the cancellation of any insurance policy or increase the rate of fire or liability insurance on the Premises or the Building, or conflict with the laws related to fire, or with the regulations of the fire department, or with any insurance policy on the Building or any part thereof, or conflict with any laws, statutes, ordinances, rules or regulations of the United States, Wisconsin, or the municipality in which the property is located. In case the rate of insurance on said Building will be increased beyond the present rate by reason of the nature of the business of Tenant or any subtenant, then Tenant agrees to reimburse Landlord for the amount of such excess insurance premiums thereby caused, at

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the time when such premiums will be due and payable, and such payments will be due and collected by Landlord as Additional Rent.

SECTION 8.2 RULES AND REGULATIONS. Tenant will faithfully observe and comply with the reasonable non-discriminatory rules and regulations that Landlord will from time to time promulgate in accordance with this Section, including without limitation any rules and regulations attached to this Lease, which are incorporated herein by reference. Tenant’s failure to keep and observe such rules and regulations will constitute a breach of the terms of this Lease in the same manner as if such rules and regulations were contained herein as covenants. Landlord reserves the right from time to time to reasonably amend, rescind, and adopt reasonable and non-discriminatory additional rules and regulations as in its reasonable judgment is necessary for the safety, protection, care and cleanliness of the Building, the operation thereof, the preservation of good order therein, and the protection and comfort of its tenants, their agents, employees and invitees, which rules when made and notice thereof given will be binding upon Tenant in like manner as if originally herein prescribed. Landlord will not be responsible to Tenant for the nonperformance of any of said rules and regulations by any other tenants or occupants.

SECTION 8.3 ALTERNATIVE TELEPHONE OR TELECOMMUNICATIONS PROVIDER. In the event that Tenant wishes to utilize the services of a telephone or telecommunications provider whose equipment is not servicing the Building as of the date of Tenant’s execution of this Lease (“Provider”), no such Provider shall be permitted to install its lines or other equipment within the Building without first securing the prior written consent of Landlord, which consent shall not be unreasonably withheld. Unless all of the following conditions are satisfied to Landlord’s reasonable satisfaction in a written agreement between Provider and Landlord or by any other means acceptable to Landlord in its reasonable judgment, it shall be reasonable for Landlord to refuse to give its consent unless:

(a) Landlord shall incur no expense whatsoever with respect to any aspect of Provider’s provision of its services, including without limitation, the costs of installation, materials, and service;

(b) Prior to the commencement of any work in or about the Building by the Provider, the Provider shall agree to abide by such rules and regulations, job site rules, and such other requirements as reasonably determined by Landlord to be necessary to protect the interest of the Building, the tenants in the Building, and the Landlord, including without limitation, providing security in such form and amount as determined by Landlord;

(c) Landlord reasonably determines that there is sufficient space in the Building for the placement of all of the Provider’s equipment and materials;

(d) Provider agrees to compensate Landlord the reasonable amount determined by Landlord for space used in the Building for the storage and maintenance of the Provider’s equipment and for all costs that may be incurred by Landlord in arranging for access by the Provider’s personnel, security for Provider’s equipment, and any other such costs as Landlord may expect to incur.

The provisions of this clause may be enforced solely by the Tenant and Landlord, and are not for the benefit of any other party, specifically, without limitation, no telephone or telecommunications provider shall be deemed a third party beneficiary of the Lease.

SECTION 8.4 GOVERNMENTAL REGULATIONS. Under no circumstances, except as caused by Landlord’s negligence or willful misconduct, will Landlord be liable to Tenant for damages or otherwise resulting from any delay or total failure by Tenant in obtaining required governmental approvals and occupancy permits as may be required for Tenant’s business use. Any delay hereunder will neither void nor terminate this Lease. Tenant will, at its sole cost, observe and comply with all ordinances or laws, rules, orders, regulations and requirements of federal, state, county and municipal authorities, or any other applicable governmental authority, now in force or which may hereafter be in force, which impose any duty upon Landlord or Tenant with respect to the use, occupancy or alteration of the Premises.

SECTION 8.5 LIENS AND OBLIGATIONS. Tenant will not create or permit others to create any lien or obligation against Landlord by reason of making repairs or installing material, fixtures or equipment, and

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further agrees to hold Landlord harmless from all claims and demands by any third party in any manner connected with repairs or installations undertaken by Tenant.

SECTION 8.6 WASTE OR NUISANCE. Tenant will not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may unreasonably disturb the quiet enjoyment of any other tenant in the Building in which the Premises are located. Landlord is not responsible to Tenant for the waste, nuisance, or disturbances caused by other tenants of Building.

ARTICLE IX. INSURANCE AND INDEMNITY

SECTION 9.1 INSURANCE BY TENANT. Tenant will, at its cost and expense, obtain and maintain at all times during the Lease Term, commercial general liability insurance with a combined personal injury and property damage limit of not less than One Million Dollars ($1,000,000) for each occurrence and not less than Two Million Dollars ($2,000,000) in the aggregate for this location, insuring against all liability of Tenant and its representatives arising out of and in connection with Tenant’s use, maintenance or occupancy of the Premises and all areas appurtenant thereto. Landlord, and other parties designated by Landlord and having an interest in the Building, will be named as additional insured. Tenant will increase its insurance coverage as may be required from time to time if, in the reasonable opinion of Landlord or Landlord’s mortgagee, the amount of public liability coverage at that time is not adequate. The limits of such insurance will not, however, limit the liability of Tenant hereunder. Tenant will furnish Landlord a certificate evidencing such insurance, prepared on the ACORD 27 form or other form reasonably acceptable to Landlord. Such policies of insurance will contain provisions or endorsements preventing their cancellation, discontinuance or alteration without at least thirty (30) days’ prior written notice to Landlord. The insurance secured by Tenant will insure performance by Tenant of the indemnity provisions of this Lease to the extent of claims for bodily injury and property damage, will be considered primary and not in excess of coverage Landlord may carry, and will afford coverage after the termination of this Lease for all claims based on acts, omissions, injury or damage which occurred or arose in whole or in part during the term of this Lease. The insurance secured by Tenant will apply on a primary basis to Landlord, even if Landlord has other liability coverage. Tenant will at its expense obtain and maintain all-risks property and casualty insurance coverage, written at replacement cost value and with replacement cost endorsement, covering all Tenant’s personal property in the Premises and all improvements, alterations or additions made to the Premises by Tenant, but excluding improvements constructed by Landlord as part of Landlord’s Work, which improvements shall be insured under Landlord’s all-risk insurance policy. All insurance required under this section will be issued by insurance companies licensed to do business in the jurisdiction where the Building is located. Such companies will have a policyholder rating of at least “A” and be assigned a financial size category of at least “Class X” as rated in the most recent edition of “Best’s Key Rating Guide.” If Tenant fails to comply with the aforesaid requirements, Landlord may obtain such insurance and keep the same in force and effect and Tenant will pay Landlord the cost thereof, on demand, as Additional Rent.

SECTION 9.2 INSURANCE BY LANDLORD. Landlord will maintain insurance in connection with the Building, which may be a blanket policy covering other properties the cost of which may be fairly allocated to this Building, against such perils and in such amounts as Landlord may from time to time determine to be advisable or which any mortgagee or creditor of Landlord requires Landlord to carry, which shall include without limitation all-risk casualty coverage with replacement cost endorsement covering the Building and the improvements in the Premises constructed as part of Landlord’s Work, commercial general liability, umbrella liability, boiler and machinery coverage, and rent loss insurance. The named insured on all policies of insurance will be Landlord and, if required, any mortgagee or creditor of Landlord. The cost of all insurance maintained by Landlord will be a part of the Operating Costs for the Building. It is understood that the insurance carried by Landlord does not cover the risk of loss or damage to Tenant’s personal property, equipment, improvements, fixtures or loss of income.

SECTION 9.3 EXEMPTION OF LANDLORD FROM LIABILITY. Tenant hereby agrees that Landlord will not be liable for any damage or loss suffered by the business of Tenant, or any damage to, or loss of, property in the Premises belonging to Tenant, its employees, agents, visitors, invitees or other persons in or about the Premises, nor will Landlord be liable for injury to the person of Tenant, or its employees, agents, visitors, invitees or other persons in or about the Premises, from any cause whatsoever, including, without limitation

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loss, damage or injury caused by or resulting from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause whatsoever, whether the said damage or injury results from conditions arising upon the Premises or Building, or from other sources or places, and regardless of whether the cause of such injury or the means of repairing the same is inaccessible to Landlord or Tenant. Landlord will not be liable for any injury or damage (including lost profits) caused by other tenants or persons in the Premises, occupants of adjacent property to the Building, or the public, or caused by operations in construction of any private, public or quasi-public work. All property of Tenant kept or stored on the Premises will be so kept or stored at the risk of Tenant only and Tenant will hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant’s insurance carrier. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises arising from any cause, and Tenant hereby waives all claims in respect thereof against Landlord. However, notwithstanding the foregoing, Landlord will not be exempt from liability resulting from its own willful misconduct or negligence.

SECTION 9.4 COVENANT TO HOLD HARMLESS. Tenant agrees to indemnify, defend and hold harmless Landlord against and from any and all claims except and to the extent arising from the negligence or willful misconduct of Landlord, arising from (i) the use or occupancy of the Premises by Tenant, (ii) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Premises or elsewhere in the Building, (iii) any breach or default on the part of Tenant in the performance of any covenant or agreement to be performed under the terms of this Lease, or (iv) from any act of negligence of Tenant, its agents, contractors, servants, employees, subtenants, concessionaires or licensees. If any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord.

Landlord agrees to indemnify, defend and hold harmless Tenant against and from any and all claims, except and to the extent arising from the negligence or willful misconduct of Tenant, arising from (i) the use or occupancy of the Common Areas by Landlord, (ii) any activity, work, or thing done, or permitted or suffered by Landlord in or about the Common Areas or elsewhere in the Building, (iii) any breach or default on the part of Landlord in the performance of any covenant or agreement to be performed under the terms of this Lease, or (iv) from any act of negligence of Landlord, its agents, contractors, servants, employees, subtenants, concessionaires or licensees. If any action or proceeding is brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to defend such action or proceeding by counsel reasonably satisfactory to Tenant.

SECTION 9.5 WAIVER OF RECOVERY. Landlord and Tenant do each hereby relieve and release the other and waive their entire claim of recovery for loss or damage to the Premises or Building, or loss of the use thereof, arising out of or incident to any occurrence or act to be insured against by either party under the terms of this Lease, whether or not such insurance has actually been secured, and whether loss or damage is due to the negligence of either Landlord or Tenant, their officers, agents, licensees, employees, guests, invitees, visitors, or otherwise. Tenant and Landlord will give notice to their respective insurance carriers that the foregoing mutual waiver of recovery is contained in this Lease and will obtain policies of insurance which will include a waiver by the insurer of all right of subrogation against Landlord or Tenant in connection with any loss or damage thereby insured against.

ARTICLE X. DESTRUCTION OF LEASED PREMISES OR BUILDINGS

SECTION 10.1 TOTAL OR PARTIAL INSURED DESTRUCTION. If the Premises are damaged by fire or other insured casualty to the extent they are rendered untenantable in part, Landlord will at its own expense to the extent of available insurance proceeds cause such damage to be repaired (including reconstruction of Landlord’s Work, but not including Tenant Work and Alterations). Landlord will use commercially reasonable efforts to affect such repairs promptly and in such manner as not to unreasonably interfere with Tenant’s occupancy. Within sixty (60) days of such damage, Landlord shall notify Tenant of the estimated time to repair the damage. If such time is two hundred seventy (270) days or less, this Lease shall remain in full force and effect. If such time period is greater than two hundred seventy (270) days, Tenant may, at its option within ten (10) days of receipt of such notice, terminate this Lease by delivery of notice of such termination to

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Landlord. Notwithstanding this, if the actual time to repair the Premises continues beyond three hundred sixty (360) days after such damage or other insured casualty, Tenant shall have the right to terminate this Lease upon written notice to Landlord of its election to so terminate. If such damage occurs during the last year of the term of this Lease, Landlord or Tenant will have the right to terminate this Lease upon delivery of written notice of termination to the other party within ninety (90) days after the date such damage occurred, provided, however, if neither party has terminated this Lease, Landlord will proceed with reasonable diligence to restore the Premises as set forth above. If the Premises are rendered wholly untenantable by reason of such damage, Landlord will either cause such damage to be repaired at Landlord’s expense or at Landlord’s election may terminate this Lease as of the date of such damage by delivery of written notice of Landlord’s election to terminate to Tenant within ninety (90) days after the date such damage occurred. If the Building is destroyed or damaged by fire or other casualty to the extent of one-fourth (1/4) or more of the rentable area, notwithstanding that the Premises may be unaffected by such fire or other casualty, and Landlord determines not to rebuild or repair said damage, then at the option of Landlord, this Lease maybe terminated upon ninety (90) days’ written notice and thereupon this Lease will end and Tenant will surrender possession and rent will be adjusted as of the date of such termination.

SECTION 10.2 UNINSURED CASUALTY. In the event the Premises are damaged to any extent by any casualty, act, or occurrence not covered by Landlord’s insurance, Landlord may repair the damage, in which event this Lease will continue, or Landlord may elect not to repair the damage and to terminate this Lease upon delivery of written notice to Tenant within ninety (90) days after the date such damage occurred.

SECTION 10.3 DAMAGE TO TENANT’S IMPROVEMENTS. If Landlord is obligated to or elects to repair or restore as provided herein, Landlord will be obligated to make repairs or restoration only of those portions of the Building and Premises that were originally provided at Landlord’s expense (including Landlord’s Work but not including Tenant’s Work and Alterations). The repair and restoration of items in the Premises not provided at Landlord’s expense will be the obligation of Tenant.

SECTION 10.4 PARTIAL ABATEMENT OF RENT. Tenant agrees that during any period of reconstruction or repair of the Premises, Tenant will continue the operation of Tenant’s business within the Premises to the extent practicable. If all or any portion of the Premises are untenantable because of damage or destruction by fire or other causes not resulting from fault or negligence of Tenant, its agents, employees, contractors, or invitees, and Landlord is required or elects to repair such damage, Tenant’s Base Rent will be abated to the extent the Premises are untenantable, from the date of the occurrence until repairs by Landlord are completed or until Tenant again uses the untenantable portion for the conduct of its normal business operations, whichever occurs first. However, there will be no abatement of other sums to be paid by Tenant as required by the provisions of this Lease.

SECTION 10.5 REQUIREMENTS OF MORTGAGEE. If Landlord’s mortgagee, ground landlord or other creditors should require that insurance proceeds payable upon damage to or destruction of the Building or Premises by fire or other casualty, be used to retire or apply on the debt secured by its mortgage, ground lease or security agreement, Landlord will, in such event, have no obligation to repair or rebuild such damage. In such event, this Lease will terminate, at Landlord’s election, upon delivery of written notice of termination to Tenant.

SECTION 10.6 EXPRESS AGREEMENT. This Lease will be considered an express agreement governing any case of damage to or destruction of the Building or the Premises by fire or other casualty. Any law presently in effect or subsequently enacted that purports to govern the rights of Landlord and Tenant will have no application.

ARTICLE XI. ASSIGNMENT OR SUBLETTING

SECTION 11.1 ASSIGNMENT OR SUBLETTING. Tenant will not assign, mortgage, pledge, sell, or in any manner transfer this Lease or any estate or interest hereunder, nor merge with or become part of a different entity and will not sublet the Premises or any part or parts thereof, without express written consent of Landlord. If Landlord consents, Tenant shall pay to Landlord, as Additional Rent, and in addition to all other amounts owning to Landlord under the Lease, fifty percent (50%) of all moneys or other consideration received by Tenant from its transferee as consideration for the transferee’s occupancy of the Premises in excess of the

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amount owned by Tenant to Landlord under this Lease less reasonable amounts Tenant paid (ratably applied) to secure such excess amounts (attorney’s fees, moving costs, lease concessions, tenant improvements, etc.), which Additional Rent will be paid to Landlord as and when received by Tenant. Landlord’s right to assign this Lease is and will remain absolute and unqualified.

Notwithstanding the provisions contained in the foregoing paragraph, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any parent, subsidiary or affiliate corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern (collectively, being an “Transfer Event”, and any such entity being referred to as a “Successor Entity”), so long as (a) Tenant and the Successor Entity are jointly and severally and directly liable to Landlord for timely and complete performance of all terms and conditions (including without limitation payment of all Base Rent and Additional Rent) under the Lease; (b) the Successor Entity continues the same use as Tenant and in accordance with the provision of Section 8.1 of the Lease; and (c) both the net worth (assets less liabilities) and the working capital (current assets less current liabilities) of the Successor Entity, as determined in accordance with GAAP, exceed both immediately before and immediately after the Transfer Event the net worth and working capital of the Tenant each at their highest point during the twelve month period immediately preceding the Transfer Event. At Landlord’s option, the Successor Entity shall enter into a new Lease with Landlord containing the same terms and conditions contained herein. Furthermore, even if the Successor Entity is not related to or affiliated with Tenant, Landlord shall not unreasonably withhold its consent to a proposed transfer or sublet provided the specific conditions outlined in subsections (a), (b) and (c) of this paragraph are met.

In the event of a permitted assignment by Tenant, Tenant will remain liable for the faithful performance of all the terms and conditions in this Lease in the event that the assignee will default in the performance of the terms and conditions, or in the payment of the rent required thereby.

SECTION 11.2 CORPORATE OWNERSHIP. If Tenant is a corporation and if at any time during the term of this Lease any part or all of the corporate shares of said corporation are transferred by sale, assignment, operation of law or other disposition (except transfers by gift, bequest or inheritance) so that the result of such transfer would be the loss of effective voting control of said corporation by the person or persons owing a majority of said corporate shares at the date of this Lease, Tenant will notify Landlord in writing of such changes and Landlord may terminate this Lease at any time after such change in control by giving Tenant 90 days’ written prior notice of such termination. This Section, however, will not apply if on the date this Lease is executed Tenant is a corporation, the outstanding common stock of which is listed on a recognized security exchange, or if at least 80% of Tenant’s stock is owned by another corporation, the common stock of which is so listed.

ARTICLE XII. DEFAULTS

SECTION 12.1 DEFAULTS. The occurrence of any one or more of the following events will constitute an Event of Default under this Lease by Tenant:

(a) Failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure will continue for a period of ten (10) days after written notice by Landlord to Tenant.

(b) Failure of Tenant to comply with any provision of this Lease other than payment of rent, with such failure continuing for thirty (30) days after written notice by Landlord specifying the nature of non-compliance by Tenant with reasonable particularity provided. However, if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, Tenant will not be in default if Tenant promptly commences or has commenced such cure and thereafter diligently proceeds to cure such default within a period of time which, under all prevailing circumstances, will be reasonable. Furthermore, no notice of default shall be required in the case of a violation by Tenant of 15.3.

(c) (i) Insolvency of Tenant or the execution by Tenant of an assignment for the benefit of creditors; or (ii) Filing by or against Tenant of a petition to have Tenant adjudged bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless in the case of a petition filed

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against Tenant, the same is dismissed within ninety (90) days); or (iii) Appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or (iv) Attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within sixty (60) days.

If, however, during any 365 day period Tenant commits two (2) monetary or three (3) substantially similar non-monetary defaults of which Landlord has notified Tenant, where such notice is required, Landlord may, at its option, immediately exercise any or all remedies available under this Lease or at law or in equity, all without giving Tenant any notice or an opportunity to cure the last (i.e. the third or subsequent) default (notwithstanding any notice and cure provision or other Lease provisions to the contrary).

SECTION 12.2 LANDLORD’S REMEDIES. Upon the occurrence of any Event of Default, Landlord will have the option to do any one or more of the following without any notice or demand:

(a) Landlord may terminate this Lease, in which event Tenant will immediately surrender the Premises to Landlord. If Tenant will fail to do so, Landlord may without notice and prejudice to any other remedy available, enter and take possession of the Premises and remove Tenant or anyone occupying the Premises and its effects without being liable to prosecution or any claim for damages. Tenant will indemnify Landlord for all loss and damage suffered by Landlord because of such termination whether through inability to relet the Premises or otherwise, including without limitation any loss of rent for the remainder of the Term of this Lease. If Landlord elects to terminate this Lease, Tenant’s liability to Landlord for damages will survive such termination.

(b) Landlord may declare the entire amount of all rent past due as well as that which would have become due and payable during the remainder of the Term of this Lease, discounted to present value and reduced by an amount equal to the fair market value of the Lease through the end of the Term, also discounted to present value, to be due and payable immediately. In this event, Tenant will pay the same to Landlord immediately. Such payment will constitute payment of past due rent and payment in advance of the rent stipulated for the remainder of the Term of this Lease. Acceptance by Landlord of the payment of such rent will not constitute a waiver of any then existing default occurring thereafter.

(c) Landlord may enter upon and take possession of the Premises as agent of Tenant without terminating this Lease and without being liable to prosecution or any claim for damages. Landlord may relet the Premises and in that connection may make any suitable alterations or refurbish the Premises, or both, or change the character or use of the Premises. Landlord will not be required to relet for any use or purpose other than that specified in this Lease or which Landlord may reasonably consider injurious to the Premises, or to any Tenant that Landlord may consider objectionable. Landlord may relet all or any portion of the Premises alone or in conjunction with other portions of the Building for a term longer or shorter than the term of this Lease at a rental rate greater or less than the then current rental rate provided in this Lease and upon such other terms (including the granting of concessions) as Landlord solely determines to be acceptable. If Landlord elects to reenter and relet all or any portion of the Premises, Landlord will be entitled to recover as damages immediately, without waiting until the due date of any future rent, or until the date fixed for Expiration Date of this Lease, the total of all rent owed and unpaid as of the date of the Event of Default. The Landlord can also recover the costs of reentry and reletting including without limitation the cost of any cleanup, refurbishing, removal of Tenant’s property and fixtures, expenses from Tenant’s failure to quit the Premises and to leave them in the required condition, any remodeling costs, reasonable attorneys’ fees, court costs, brokers’ commissions, advertising costs, and the difference between the rent and all of Tenant’s other obligations under this Lease and the actual rent received by Landlord from the Premises for the period commencing with the date of the Event of Default and continuing through the date designated as the Expiration Date of this Lease. No such reentry or taking possession of the Premises will be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such intention is given to Tenant. Landlord, however, will have no duty to relet the Premises and Landlord’s failure to do so will not release Tenant’s liability for rent or damages. If Landlord elects to enter and relet the Premises, Landlord may at any time thereafter elect to terminate this Lease for Tenant’s Event of Default. If Landlord takes possession of the Premises,

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Landlord will have the right to rent any other available space in the Building before reletting or attempting to relet the Premises.

(d) Landlord may bring suit for the collection of all sums or amounts with respect to which Tenant may be in an Event of Default and/or all damages attributable to any Event of Default by Tenant, or any action seeking injunctive relief to specifically enforce the covenants of Tenant in this Lease, or any other suit or proceeding for any other relief available to Landlord at law or in equity. Landlord may sue periodically to recover damages during the period corresponding to the remainder of the term of this Lease, and no action for damages will bar a later action for damages subsequently accruing.

(e) Landlord may do whatever Tenant is obligated to do by provisions of this Lease and may enter the Premises without being liable to prosecution or claim for damages in order to accomplish this purpose. Tenant will reimburse Landlord immediately upon demand for any expenses that Landlord may incur in complying with the terms of this Lease on behalf of Tenant. Landlord will not be liable for any damages to Tenant from such action, whether caused by negligence of Landlord or otherwise.

A termination of this Lease by Landlord or the recovery of possession of the Premises by Landlord, or any voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof, will not work a merger and will, at the option of Landlord, terminate all or any existing franchises, concessions, licenses, permits, subleases, subtenancies, departmental operating arrangements or the like between Tenant and any third party with respect to the Premises, or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in the same.

If Tenant will fail to remove any effects which it is entitled to remove from the Premises upon the termination of this Lease, or upon a re-entry by Landlord for any cause whatsoever, or upon Tenant’s ceasing to possess the Premises for any reason, Landlord at its option may remove the same and store or dispose of such effects without liability for loss or damage thereto, and Tenant agrees to pay to Landlord on demand any and all expenses incurred in such removal, including court costs, reasonable attorneys’ fees, storage and insurance charges on such effects for any length of time the same will be in Landlord’s possession; or Landlord at its option, without notice, may sell such effects, or any of them, at private or public sale and without legal process, for such price or consideration as Landlord may obtain, and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord, and upon the expenses incidental to the removing, cleaning the Premises, selling said effects, and any other expense, rendering the surplus, if any to Tenant; provided, however, in the event the proceeds of such sale or sales are insufficient to reimburse Landlord, Tenant will pay such deficiency upon demand. Tenant acknowledges and agrees that any such disposition of Tenant’s property in the above-described manner by Landlord will be deemed to be commercially reasonable and that no bailment will be created by Landlord’s exercise of any of its rights under this subparagraph.

Tenant, for itself and any and all persons claiming through or under Tenant including its creditors, upon the termination of this Lease or expiration of the Lease term, or in the event of entry of judgment for the recovery of the possession of the Premises in any action or proceeding, or if Landlord will re-enter the Premises by process of law or otherwise, hereby waives any right of redemption provided or permitted by any statute, law or decision now or hereafter in force. Tenant does hereby waive, surrender, and give up all rights or privileges which it or they may or might have under and by reason of any present or future law or decision to redeem the Premises or for a continuation of this Lease after having been dispossessed or ejected therefrom by process of law or otherwise.

SECTION 12.3 BANKRUPTCY OF TENANT. Nothing contained in this Lease will limit or prejudice the right of Landlord to prove and obtain in proceedings for the termination of this Lease by reason of bankruptcy or insolvency, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when and governing the proceedings in which such damages are to be provided, whether or not such amount be greater, equal to or less than the amount of the damages recoverable under the provisions of this Article.

SECTION 12.4 WAIVER OF JURY TRIAL AND COUNTERCLAIMS. Landlord and Tenant hereby waive the right to a trial by jury in any action or proceeding between and among them or their successors on any matters whatsoever arising out of this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, and/or any claim of injury or damage. Tenant hereby waives the right to interpose

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a counterclaim in any proceeding instituted by Landlord against Tenant to terminate this Lease (except compulsory counterclaims which must be raised by Tenant or lost), to obtain possession of the Premises, or to recover rent. This will not, however, be construed as a waiver of Tenant’s right to assert such claims in any separate action or actions brought by Tenant.

SECTION 12.5 RIGHTS CUMULATIVE. All rights and remedies of Landlord herein enumerated will be cumulative and none will exclude any other right or remedy allowed by law, and said rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises. Suit or suits for the recovery of damages may be brought by Landlord, from time to time, at Landlord’s election, and nothing herein will be deemed to require Landlord to await the date whereon this Lease or the term hereof would have expired had there been no Event of Default.

SECTION 12.6 LANDLORD DEFAULTS/TENANT REMEDIES. Landlord will not be in default in the performance of any obligation required to be performed by Landlord under this Lease unless Landlord fails to perform such obligation within thirty (30) days after the receipt of written notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for the performance, then Landlord will not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Upon any default by Landlord, Tenant may exercise any of its rights provided at law or in equity.

ARTICLE XIII. SURRENDER OF PREMISES

SECTION 13.1 SURRENDER. On the last day of the Term of this Lease or upon the earlier termination thereof for any reason, Tenant will peaceably and quietly surrender the Premises in good order, condition, and repair, broom-clean, reasonable wear and tear and casualty excepted, and will surrender all keys to the Premises to Landlord at the place then fixed for the payment of rent and will inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises. All improvements, alterations, or additions, whether temporary or permanent, made in or upon the Premises, either by Landlord or Tenant, will be deemed a part of the Building and the property of Landlord and will remain upon and be surrendered with the Premises at the expiration or earlier termination of this Lease without compensation to Tenant. However, Landlord may, at its option, require that Tenant remove any or all improvements, alterations, or additions at the expiration of the term or such other time at which Tenant cease to possess the Premises, and restore the Premises (excluding Landlord’s Work, which shall remain in the Premises) to their prior condition; provided, however, that Tenant shall only be required to remove such alterations, improvements or additions if, at the time of Landlord’s consent to such alterations, improvements or additions, Landlord advised Tenant in writing that the same must be so removed. Tenant shall remove all furniture, movable trade fixtures, and equipment installed by Tenant at termination of this Lease. All such removals will be accomplished in a workmanlike manner so as not to damage the Premises or the Building, including the structure or structural qualities of the Building or the plumbing, electrical lines, or other utilities. Any such furniture, movable trade fixtures, and equipment not promptly removed by Tenant shall, at Landlord’s option be deemed conclusively to have been abandoned by Tenant and may be appropriated, sold, destroyed, or otherwise disposed of by Landlord without notice to Tenant or obligation to compensate Tenant or to account therefor. Tenant will pay Landlord, on demand, all actual and reasonable costs incurred by Landlord in connection with such abandonment. The foregoing provisions will survive expiration or termination of this Lease.

ARTICLE XIV. QUIET ENJOYMENT

SECTION 14.1 LANDLORD’S COVENANT. Landlord represents and covenants that Tenant, provided Tenant is not in an Event of Default, shall and may peaceably and quietly occupy the Premises during the Term of this Lease, including and any properly exercised renewal or extension thereof. In addition, Landlord agrees to make reasonable efforts to protect Tenant from interference or disturbance by other tenants or third persons. However, Landlord shall not be liable for any such interference or disturbance nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance. Notwithstanding the foregoing, Tenant acknowledges that maintenance and repairs on or about Premises, or construction and renovation work on the Building, may cause inconvenience to tenants or their customers, delays in delivery of services, lack of access to certain areas, limits on available parking and similar consequences. Except as otherwise provided in this Lease, Tenant waives and relinquishes all claims

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hereafter arising against Landlord with respect to such work, and agrees that no actions taken in connection with such work will permit Tenant to terminate this Lease or relieve Tenant of its obligations hereunder, including, without limitation, the obligation to pay all rent due hereunder.

ARTICLE XV. SALE OR MORTGAGING OF THE BUILDING

SECTION 15.1 SUBORDINATION. Tenant’s rights hereunder are hereby declared to be subordinate to the lien of any mortgage or other security interest resulting from any method of financing or refinancing, now or hereafter placed upon the Premises or the land or buildings of which the Premises are a part and to all advances made or hereafter to be made upon the security thereof; provided that every such mortgage or security interest will contain a provision that the mortgagee or holder of the mortgage or security interest will recognize the validity of this Lease in the event of a foreclosure of Landlord’s interest so long as Tenant is not in an Event of Default under the terms of this Lease.

SECTION 15.2 LIABILITY OF LANDLORD; SALE OF PROPERTY. Under this Lease, the liability of Landlord is limited to Landlord’s interest in the Building and land upon which it is situated and any judgment against Landlord will be enforceable solely against Landlord’s interest in said Building and land. In the event Landlord transfers its interest in the Building, Landlord shall thereby be released from any further obligation hereunder and Tenant agrees to look solely to the successor in interest of the Landlord for the performance of such obligations.

SECTION 15.3 ESTOPPEL CERTIFICATE. Within ten (10) days after receipt of written request by Landlord, Tenant agrees to deliver in recordable form a certificate to any proposed mortgagee or purchaser or encumbrancer, or to Landlord, in a form reasonably acceptable to such party certifying (if such be the case) that this Lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Tenant. Tenant’s failure to deliver such statement within such time will be conclusive upon Tenant (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, Iii) that there are not uncured defaults in Landlord’s performance, and (iii) that not more than one (1) month’s rent has been paid in advance.

ARTICLE XVI. EMINENT DOMAIN

SECTION 16.1 TOTAL TAKING OF LEASED PREMISES. If a condemning authority takes all of the Premises or a portion sufficient to render the Premises reasonably unsuitable for the use Tenant was then making of the Premises, in Tenant’s reasonable discretion, this Lease will terminate as of the date the title vests in the condemning authority.

SECTION 16.2 PARTIAL TAKING OF LEASED PREMISES. If a portion of the Premises is condemned and the balance of the Premises not taken is suitable for the use Tenant is then making of the Premises, in Tenant’s reasonable discretion, this Lease will terminate as to the portion taken, as of the date title vests in the condemning authority, and continue as to the remainder. Landlord, at its sole cost and expense, will proceed as soon as reasonably possible to make such repairs and alterations to the Premises as are necessary to restore the remaining Premises to a condition as comparable as reasonably practical to that existing at the time of the condemnation. After the date on which title vests in the condemning authority or an earlier date upon which alterations or repairs are commenced by Landlord to restore the balance of the Premises in anticipation of the taking, the rent will be reduced in proportion to the reduction in area of the Premises as a result of the partial taking.

SECTION 16.3 TAKING OF BUILDING. If a condemning authority takes a portion of the Building other than the Premises, which is so substantial as to render in Landlord’s reasonable opinion the remainder uneconomic to maintain, Landlord may terminate this Lease by notifying Tenant of such termination within ninety (90) days following the date title vests in the condemning authority.

SECTION 16.4 SALE IN LIEU OF CONDEMNATION. Sale of all or a part of the Premises or Building to a purchaser with the power of eminent domain in the face of a threat, or the probability of the exercise of the power, will be treated as a taking by condemnation.

SECTION 16.5 AWARD. Landlord will be entitled to all compensation paid as a result of such taking or condemnation without participation by Tenant. Tenant may pursue a claim against and will be entitled to the

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portion of any award specifically designated by the condemning authority for any personal property of Tenant, loss of business and cost of relocation, provided such claim or award does not diminish or adversely affect the compensation to be paid to Landlord.

ARTICLE XVII. WAIVER AND ACCORD AND SATISFACTION

SECTION 17.1 WAIVER. The waiver by Landlord or Tenant of any term, covenant, agreement, or condition contained in this Lease will not be deemed to be a waiver of any subsequent breach of the same or of any other term, covenant, agreement, condition, or provision of this Lease. Nor will any custom or practice which may develop between the parties in the administration of this Lease be construed to waive or lessen the right of Landlord or Tenant to insist upon the performance by the other in strict accordance with all of the terms, covenants, agreements, conditions, and provisions of this Lease. The subsequent acceptance by Landlord of any payment owed by Tenant under this Lease, or the payment of rent by Tenant, will not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant, agreement, condition, or provision of this Lease, other than the failure of Tenant to make the specific payment so accepted by Landlord, regardless of Landlord’s or Tenant’s knowledge of such preceding breach at the time of the making or acceptance of such payment.

SECTION 17.2 ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of a lesser amount than any rent herein stipulated will be deemed other than payment on account of the earliest stipulated rent, nor will any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any remedy which would otherwise be available. Accord and satisfaction, if any, will be accomplished by a separate document executed by both parties.

ARTICLE XVIII. MISCELLANEOUS

SECTION 18.1 FORCE MAJEURE. If either Landlord or Tenant will be delayed or hindered in or prevented from the performance of any act required hereunder by reason of any strike, lockout, labor trouble, inability to procure materials, failure of power, restrictive governmental laws or regulation, riot, insurrection, picketing, sit-in, war or other reason of a like nature not attributable to the negligence or fault of the other party delayed in performing work or doing any act required under the terms of this Lease, then the performance of such work or act will be excused for the period of the unavoidable delay and the period for the performance of any such work or act will be extended for an equivalent period. However, this provision will not operate to excuse Tenant from the timely payment of rent or other payments required by the terms of this Lease.

SECTION 18.2 RELATIONSHIP BETWEEN LANDLORD AND TENANT. Nothing contained in this Lease will create any relationship between the parties hereto other than that of Landlord and Tenant, and Landlord will not in any way or for any purpose, become a partner of Tenant in the conduct of its business or otherwise, or a member of a joint venture or enterprise with Tenant.

SECTION 18.3 BROKER’S COMMISSION. Tenant represents and warrants to Landlord that it has not engaged any broker, finder, other person, or entity who would be entitled to any commission or fee with respect to the negotiation, execution, or delivery of this Lease other than Gelbach, LLC (“Buyer’s Broker”) and will indemnify and hold harmless Landlord against any loss, cost, liability, or expense incurred by Landlord as a result of any claim asserted by such broker, finder, other person, or entity on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Tenant. Landlord represents and warrants to Tenant that it has not engaged any broker, finder, person, or entity who would be entitled to any commission or fee with respect to the negotiations, execution, or delivery of this Lease other than the Fiore Companies, Inc. (Landlord’s leasing agent) with whom Landlord has listed the Building for lease, and will indemnify and hold harmless Tenant against any loss, cost, liability, or expense incurred by Tenant as a result of any claim asserted by such broker, finder, other person, or entity on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Landlord. Landlord shall be solely responsible for any commission or fee owed to the Fiore Companies, Inc. Landlord shall also be responsible, through Fiore Companies, Inc, its agent, for paying Buyer’s Broker a commission for the initial term of this Lease as set forth in the terms of that certain Commission Agreement between Buyer’s Agent and Listing Broker dated May 12, 2011.

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SECTION 18.4 ENTIRE AGREEMENT. This Lease and the exhibits and attachments, if any, set forth all covenants, promises, agreement, conditions and understandings between Landlord and Tenant concerning the Premises and replace and supersede all previous agreements (written or oral), if any, and there are no covenants, promises, agreements or conditions, or understandings, either oral or written, between them other than those herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to or of this Lease will be binding, upon Landlord and Tenant, unless the same is reduced to writing and signed by the parties.

SECTION 18.5 PARTIAL INVALIDITY. The provisions of this Lease will be deemed separable, and if any term or provision of this Lease or the application thereof to any person or circumstances will to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each term, covenant or condition of this Lease will be valid and be enforced to the fullest extent permitted by law.

SECTION 18.6 ENFORCEMENT OF PROVISIONS. All costs and expenses, including attorneys’ fees in a reasonable amount incurred by Landlord or Tenant in any suit, trial or appeal thereof commenced to enforce the obligations of either under this Lease, will be paid by the losing party to the prevailing party upon demand.

SECTION 18.7 CAPTIONS AND SECTION NUMBERS. The captions, section numbers, article numbers and index appearing in this Lease are inserted only as a matter of convenience and in no way define or limit the scope or intent of such sections or articles or this Lease, nor in any way affect this Lease.

SECTION 18.8 NO OPTION. Submission of this Lease for examination does not constitute a reservation of or an option for the Premises and this Lease will become effective as a Lease only upon execution and delivery thereof by Landlord and Tenant.

SECTION 18.9 RECORDING. Tenant will not record this Lease without the written consent of Landlord. However, upon request by either party hereto the parties will join in the execution of a memorandum or so-called “short form” of this Lease for the purpose of recordation. Such memorandum or short form Lease will describe the parties, the Premises and the terms of this Lease and will incorporate this Lease by reference.

SECTION 18.10 SUCCESSORS AND ASSIGNS. This Lease will be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns, except as otherwise herein specifically provided.

SECTION 18.11 NOTICES. All notices and demands under this Lease shall be in writing and delivered in person, or sent by pre-paid United States registered or certified mail, return receipt requested or sent by a nationally recognized overnight carrier, at the addresses designated in Section 0.10, or such addresses as hereafter may be designated by either party in writing. Notices that are mailed shall be deemed given on the date of mailing.

SECTION 18.12 TENANT DEFINED. The word “Tenant” when used herein will be taken to mean either the singular or the plural and will refer to male or female, to corporations or partnerships, as the case may be, or as grammatical construction will require.

SECTION 18.13 AUTHORITY. If Tenant signs this Lease as a corporation or partnership, each of the persons executing this Lease on behalf of Tenant represents and warrants that Tenant is duly formed and in good standing, and that each and every person signing on behalf of Tenant has full corporate or partnership power and authority, as the case may be, to enter into this Lease and has taken all corporate or partnership action, as the case may be, necessary to carry out the transaction contemplated herein, so that when executed, this Lease constitutes a valid and binding obligation enforceable in accordance with its terms. Upon Landlord’s request, Tenant will provide evidence satisfactory to Landlord confirming these representations.

SECTION 18.14 DETERMINATIONS BY LANDLORD. Whenever in this Lease Landlord is to make any determination or decision, Landlord will make its determination or decision in the exercise of its sole

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discretion and judgment; however, any such determination or decision will not bind Landlord if it has not been confirmed in writing.

SECTION 18.15 TIME OF THE ESSENCE. Time is of the essence in the performance by either party of its obligations hereunder.

SECTION 18.16 MERGER. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, will not work a merger, and will, at the option of Landlord, terminate all or any existing sub-tenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such sub-tenancies.

SECTION 18.17 GOVERNING LAW / INTERPRETATION. This Lease will be governed by and construed in accordance with the laws of the state in which the Building is located. Landlord and Tenant understand, agree, and acknowledge that this Lease has been freely negotiated by both parties; and that, in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions, there will be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof.

SECTION 18.18 OPTIONS TO EXTEND. So long as this Lease is in full force and effect, Tenant will have the right, to be exercised as hereinafter provided, to extend the term of this Lease three (3) successive periods of three (3) years each on the following terms and conditions:

Except with respect to Base Rent, each extended term will be on the terms, covenants, and conditions as provided in this Lease, except that there will be no privilege to extend the term of this Lease for any period of time beyond the expiration of the third extended term;

Base Rent for the initial extended term shall be determined according to Section 4.2 and if exercised Tenant shall be provided a $5/USF refurbishment to be used towards painting, re-carpeting and other such minor alterations to the Premises;

Base Rent for the second and third extended terms shall be at the Prevailing Market Rent (as herein determined) for substantially similar space in Downtown Madison, Wisconsin taking into account concessions (i.e. tenant improvement allowances for renewals, free rent, pass throughs, etc.) then being offered in the marketplace. The Adjustment to Minimum Rent as set forth in Article IV, Section 4.2 shall continue to operate throughout the extended term;

Tenant will exercise its right to an extension in the following manner:

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SECTION 18.19 EXPANSION RIGHT. So long as there are at least three (3) years remaining on the Term of this Lease (as extended), Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord.

Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation.

Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord.

If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then

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the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) below.

If Tenant declines or fails to duly and timely exercise its Right of First Offer or fails to meet all of the conditions provided in this Section, Landlord shall thereafter be free to lease the Available Offer Space in portions or in its entirety to any third-party tenant at any time without regard to the restrictions in this Section and on whatever terms and conditions Landlord may decide in its sole discretion.

Within thirty (30) days after the Commencement Date for the Available Offer Space, Landlord and Tenant shall confirm the following in a written amendment to the Lease:

This Right of First Offer is personal to the Tenant and shall become null and void upon the occurrence of an assignment of the Lease or a sublet of all or a part of the Premises (except as to assignments and sublets to any parent, subsidiary or affiliate corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern).

SECTION 18.20 TERMINATION OF EXISTING LEASE OBLIGATION. Landlord and Tenant are parties to a Lease dated August 1, 2003 as amended by a First Amendment to Lease dated October 1, 2003, by a Second Amendment to Lease dated February 11, 2004, by a Third Amendment to Lease dated May 12, 2006, by a Fourth Amendment to Lease dated July 5, 2006, and by a Fifth Amendment to Lease dated July 6, 2009 (collectively, the “Existing Lease”). Landlord and Tenant agree to terminate the Existing Lease as of the later of a) the Commencement Date of this Lease, and b) upon Tenant’s satisfaction of the provisions of the Existing Lease dealing with the surrender of the Premises on the 7 ^th Floor of the Building (“Existing Lease Termination Date”). If the Termination Date has not occurred prior to the expiration date of the Existing Lease, the term of the Existing Lease shall be extended on a day by day basis until the Termination Date, the intent being that Tenant shall not be subject to any otherwise applicable holdover penalty whether or not specifically set forth in the Existing Lease. As of the Termination Date of the Existing Lease, Landlord and Tenant shall be fully and unconditionally released and discharged from their respective obligation arising from or connected with the provisions of the Existing Lease except for covenants and conditions that explicitly survive termination.

SECTION 18.21 STAGING AREA. Landlord shall construct, at its sole cost and expense as indicated in the Work Letter, the Staging Area located on level 1P of the Building. Additionally, Landlord agrees to spend up to $3,000.00 to acquire a pallet lift that may be used by Tenant on a nonexclusive basis with other tenants of

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the Building when taking deliveries and making shipments out of the Staging Area. The Staging Area shall become a shared but secured Common Area for the Building, the purpose of which is to facilitate shipping and receiving needs of tenants. Throughout the term of this lease, Tenant shall have the right to use (without charge) the Staging Area on a non-exclusive basis with the other tenants of the Building. Landlord reserves the right to implement reasonable terms and conditions for the use of the Staging Area provided such rules are applied to all tenants in a nondiscrimination manner. At any time during the term of the Lease and upon 180 days advance written notice to Landlord, Tenant may elect to add the Staging Area to its Premises in its as-is condition. Upon the date the Staging Area becomes a part of the Premises as herein provided, Tenant shall pay to Landlord, as Additional Rent, the amount set forth in the schedule below:

SECTION 18.22 EXTERIOR TENANT SIGNAGE. Tenant shall be permitted, at its sole cost and expense, to place a sign on the façade of the first floor of Network2222 as generally shown on the attached Exhibit G. This right is personal to Sonic Foundry, Inc. and cannot be assigned or transferred to any other person or entity other than a permitted assignee or transferee pursuant to Section 11.1. The right granted herein is subject to Landlord’s prior authorization, consent and approval and to the grant of final approval by the City of Madison. Such signage shall at all times to be in compliance with all laws, ordinances or regulations pertaining thereto.

ARTICLE XIX. ATTACHMENTS

SECTION 19.1 ATTACHMENTS. The following are attached hereto and made a part hereof with the same force and effect as if set forth in full herein:

Exhibit “A” Site Plan/Legal Description.

Exhibit “B” Work Letter.

Exhibit “C” Rules and Regulations.

Exhibit “D” Parking Addendum.

Exhibit “E” Janitorial Specifications

Exhibit “F” Expansion Space

Exhibit “G” Exterior Tenant Signage

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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day, month, and year first above written.

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EXHIBIT “A”

SITE AND PREMISES PLAN

EXHIBIT “A-1”

LEGAL DESCRIPTION

Lots Four (4), Five (5), Six (6), Seven (7), Eight (8) and Nine (9), Block Sixty-Six (66), in the City of Madison, Dane County, Wisconsin.

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EXHIBIT “B”

Work Letter

This Exhibit describes the respective obligations of Landlord and Tenant for the design and construction of the Base Building Work (as defined herein), the Tenant Improvements (as defined herein) and the Tenant Fixturing (as defined herein) in the Building. Any capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms as set forth in the Lease. The Base Building Work, the Tenant Improvements and the Tenant Fixturing, respectively, shall be constructed and completed in accordance with and subject to the terms and conditions of this Work Letter.

Landlord and Tenant acknowledge that performance of certain aspects of the Base Building Work and the Tenant Improvements, respectively, are either dependent upon prior performance by the other party of aspects of that party’s work or must be performed concurrently or in particular sequence with the performance of that other party’s work, including, but not limited to, design and plan preparation. This approach, by necessity, requires continuous cooperation and coordination of plan preparation and review procedures and work schedules intended to facilitate and coordinate such critical work items which affect each other’s performance. To that end, in addition to the terms and conditions set forth herein, Landlord and Tenant will each assign a designated agent (with respect to Tenant, the “Tenant Construction Agent” and, with respect to Landlord, the “Landlord Construction Agent”) who will facilitate and coordinate design and construction, and Landlord and Tenant may rely on all instructions, consents, agreements, changes and modifications made by said representatives as having been given or made by, and binding upon, Landlord or Tenant, as the case may be.

1. Preliminary Plans and Specifications . Landlord and Tenant have agreed to the plans and specifications prepared by Destree Architecture and Design (“Architect”) dated May 4 , 2011 (the “Preliminary Plans and Specifications”). The Preliminary Plans and Specifications have two parts. The first part, Pricing Set for Building Owner’s Work, details the portion of Landlord’s Work that shall be performed at the sole cost and expense of Landlord (“Base Building Work”). The second part, Pricing Set for Tenant Build Out, details the portion of the work that shall be performed by Landlord, the cost of which shall be deducted from the Tenant Improvement Allowance (“Tenant Improvements”). Collectively, the Base Building Work and the Tenant Improvements shall be considered the “Landlord’s Work.”

2. Preparation of Final Plans and Specifications . Upon execution of this Lease, Landlord and Tenant shall meet with Architect to review the Preliminary Plans and Specifications. Tenant, with Landlord’s consent which shall not be unreasonably withheld or delayed, may direct Architect to make changes to the Tenant Improvements. Promptly thereafter, Architect shall prepare the final plans and specifications based on the input of Landlord and Tenant (the “Final Plans and Specifications”).

3. Construction Contract . After the Final Plans and Specifications are completed and approved, Landlord promptly shall obtain bids from at least three (3) qualified general contractors (in Landlord’s sole discretion, but as of the date hereof anticipated and agreed to be Ideal Builders, Harmony Construction, and Bachmann Construction) to perform the Landlord’s Work, including identification of the costs of alternative items identified in the Final Plans and Specifications. Landlord shall provide Tenant with either a copy of the bids or the ability to review the bids as they relate to the

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Tenant Improvements, at Landlord’s offices; if necessary, Tenant will provide the contractors with an appropriate confidentiality agreement. Within seven (7) days after bids are received, Landlord and Tenant shall meet to review the bids and pricing for alternatives listed in the Final Plans and Specifications. Tenant, with Landlord’s consent which shall not be unreasonably withheld or delayed, may request the Architect to modify the Final Plans and Specifications and thereafter Landlord to submit to the general contractors for another bid, but any delay resulting from such request shall be deemed to be a Tenant Delay (as such term is further defined in the Lease and in this Work Letter). When a bid is acceptable to both parties, Landlord shall promptly endeavor to enter a binding construction agreement (the “Construction Contract”) with that bidder (“Contractor”) to perform Landlord’s Work. Landlord shall (i) have complete control over the Landlord’s Work, (ii) coordinate all construction means, methods, techniques, sequences, and procedures relating to the Landlord’s Word, (iii) coordinate all contractors’ work and all other contractors and subcontractors relating to the Landlord’s Work, and (iv) have the exclusive right to direct and supervise the working forces, including subcontractors, performing the Landlord’s Work.

4. Landlord’s Change Orders. Landlord shall submit to Tenant in the form of a change order acceptable to Contractor, for Tenant’s review, any material change in the Tenant Improvements which will (a) materially affect any matters previously approved by Tenant and which materially affect the appearance of the Premises or (b) which shall increase the cost of the Tenant Improvements. Tenant shall have three (3) business days to review such change order and to approve such change order or disapprove such change order in writing, which disapproval shall contain written comments as to what changes would be necessary in order for Tenant to approve such change order. Tenant may not disapprove any change order solely for the reason that such change order increases the cost of the Tenant Improvements due to a fact or circumstance unknown to Landlord at the time the Final Plans and Specifications are completed and approved. If Tenant shall not respond in writing within such three (3) business day period, such change order shall be deemed approved. If Tenant shall disapprove of any change order, Landlord and Tenant shall work together with the Architect to expeditiously resolve Tenant’s concerns. If Tenant’s concerns are not resolved within five (5) days of Landlord’s receipt of Tenant’s notice of disapproval, Architect shall select another architect and this architect’s determination of Tenant’s concerns shall be final and such determination shall be deemed an approval by Tenant. The determination of such alternate architect shall be made within ten (10) days of the date such matter was presented to such architect. Any delay incurred by Landlord in completing Landlord’s Work arising out of the approval process for a change order set forth in this paragraph shall be a Tenant Delay.

5. Tenant’s Change Orders. Tenant shall submit to Landlord, for Landlord’s review, any request for a change in the Tenant Improvements. Landlord shall have three (3) business days to review such change order and to approve such change order or disapprove such change order in writing, which disapproval shall contain written comments as to what changes would be necessary in order for Landlord to approve such change order. If Landlord shall not respond in writing within such three (3) business day period, such change order shall be deemed approved. Landlord shall have the right to disapprove any change orders submitted by Tenant if the change (a) adds any cost to the Landlord’s Work, (b) delays construction, or (c) in Landlord’s opinion adversely affects the Building (financially or otherwise) in any way. Any delay incurred by Landlord in completing Landlord’s Work arising out of the approval process for a change order set forth in this paragraph shall be a Tenant Delay. No change in Landlord’s Work shall be effective unless Landlord has executed a change order for such change, such change order being in a form acceptable to Contractor. Any change in Landlord’s Work which arises out of a request made by Tenant, shall be at Tenant’s sole cost and expense and shall be deducted from the Tenant Improvement

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Allowance or otherwise as provided in Section 6.

6. Tenant Improvement Allowance. Landlord shall provide Tenant a tenant improvement allowance of Six Hundred Twelve Thousand Six Hundred Seventy Five Dollars ($612,675.00) (the “Tenant Improvement Allowance”) to pay the cost of the Tenant Improvements and the fees of Architect pursuant to the attached proposal dated May 2, 1011 (the “Architectural Fees”), which may include, without limitation, space planning costs, construction document preparation costs, design costs, construction drawing costs, construction costs and all costs Landlord incurs in connection with obtaining permits. All costs in excess of the Tenant Improvement Allowance to construct the Tenant Improvements and for the Architectural Fees will be paid in advance by Tenant to Landlord within ten (10) days of demand. Any unused portion of the Tenant Improvement Allowance shall be credited to Tenant’s obligations for Base Rent under the Lease in the order in which such Base Rent payment obligations become due.

7. Construction of Landlord’s Work. Following completion of the Final Plans and Specifications, Landlord shall proceed with due diligence to construct Landlord’s Work in accordance with the Final Plans and Specifications. Landlord’s Work shall be performed in a good and workmanlike manner and in compliance with all applicable federal, state and local laws, regulations and ordinances. Landlord shall use diligent efforts to follow the construction schedule set forth in section B, below subject to reasonable delays for Force Majeure as defined in the Lease and Tenant Delay, any such delay shall be referred to herein as a “Permitted Delay”).

8. Landlord’s Warranty. Landlord will cause the repair or replacement of any defects in material or workmanship, if any, in Landlord’s Work, if Landlord receives written notification of such defect from Tenant within the period of one (1) year after the date the Commencement Date of the Lease. Tenant’s sole and exclusive remedy against Landlord will be for the repair of such defect. Landlord will not be responsible for any defect of any nature in Landlord’s Work of which Landlord is not so notified within such one (1) year period. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN LANDLORD’S WORK EXCEPT THE WARRANTIES EXPRESSLY SET FORTH HEREIN. TENANT’S SOLE REMEDY FOR THE BREACH OF ANY APPLICABLE WARRANTY WILL BE THE REMEDY SET FORTH HEREIN. Tenant agrees that no other remedy, including without limitation incidental or consequential damages for lost profits, injury to person or property, or any other incidental or consequential loss will be available to Tenant.

9. Punch List.  When Landlord has substantially completed the Base Building Work and the Tenant Improvements so that the Premises are “ready for occupancy” (as this phrase is used in Section 3.2 of the Lease), Landlord and Architect, upon consultation with Tenant, shall generate a punch list of all asserted defects or incomplete work items, if any, in Landlord’s construction of the Base Building Work and the Tenant Improvements (the “Punch List”). The creation or existence of the Punch List, however, will not cause the Base Building Work or the Tenant Improvements, as the case may be, to be other than “ready for occupancy.” Landlord shall exercise due diligence in correcting or completing, as applicable, all items on the Punch List that constitute valid defects or incomplete work items, respectively, as soon as reasonably practicable after the Premises are “ready for occupancy” with a minimum of interference with the operation of Tenant, subject to any Permitted Delays. Any disagreement that may arise between Landlord and Tenant with respect to whether an item on the Punch List constitutes a valid defect or incomplete work item shall be conclusively resolved by the decision of Architect. Any and all such defects or incomplete

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work items not set forth in the Punch List shall be conclusively deemed to be waived by Tenant and Tenant’s occupancy of the Premises then completed shall be conclusively deemed to constitute Tenant’s acceptance of the Premises and the Building.

10. Completion of Tenant’s Work. All work necessary for Tenant to conduct its business in the Premises and not included in Landlord’s Work shall be performed by Tenant and is deemed to be “Tenant Fixturing”. Landlord shall have the right to approve of all architects, engineers, contractors and subcontractors retained by Tenant. Tenant will do and perform at its expense all Tenant Fixturing (a) diligently and promptly, (b) in a good and workmanlike manner, (c) in compliance with all applicable federal, state and local laws, regulations and ordinances and (d) in a lien-free manner. The costs incurred by Tenant in performing the Tenant Fixturing shall not be subject to the Tenant Improvement Allowance. Tenant shall use diligent efforts to follow the construction schedule set forth in section B, below, provided, however, at Tenant’s request Landlord shall assist Tenant in working with Contractor for the installation of portions of the Tenant Fixturing at the appropriate stage of completion of the Landlord’s Work even if the Commencement Date under the Lease has not yet occurred. Before doing any Tenant Fixturing, Tenant must receive prior approval for the plans and specifications for Tenant Fixturing from Landlord. Landlord shall have no liability whatsoever for any defects, errors or omissions in such plans and specifications or as a result of its approval nor shall Landlord be deemed to have warranted or represented that the same comply with applicable codes, regulations, ordinances, covenants or restrictions affecting the construction of improvements on the Premises, and Tenant shall have sole responsibility for compliance with all such matters. No work performed by Tenant is in lieu of current rent or an advance rental payment, nor is any such work deemed of any value to Landlord at the termination or cancellation of this Lease. Tenant will be responsible for all necessary permits and approvals required to pursue Tenant Fixturing. Tenant’s Work will not materially hinder or interfere with the conducting of business by other tenants. Tenant’s contractor or subcontractors will not at any time damage, injure, interfere with or delay any other construction within the Building. Prior to commencement of construction of the Tenant Fixturing, all architectural and engineering consultants and all contractors shall submit to Landlord certificates of (i) general liability insurance with a minimum of $2,000,000 coverage also listing Landlord as an additional insured on a primary basis and (ii) workers compensation insurance required by law. Tenant shall indemnify Landlord and save Landlord harmless from and against any and all claims, liens, costs and expenses on account of the Tenant Fixturing. Any development of the Premises other than in material accordance with the approved plans and specifications shall, at the option of Landlord, constitute a default under the terms, conditions and provisions of the Lease, and Landlord shall be entitled to enjoin such development in addition to all other rights or remedies Landlord may have, it being expressly acknowledged and agreed by the parties that monetary damages would be an inadequate remedy in such event. Tenant shall ensure all Common Areas will be free and clear of construction materials and any Common Areas affected by Tenant’s construction will be cleaned on a daily basis or more often as conditions, in Landlord’s reasonable opinion, require. Tenant shall be solely responsible for worksite safety and the means and methods of construction. Tenant is also responsible for the security of the Premises and for theft or damage to the property during construction. Tenant agrees that all waste, garbage and debris resulting from any work performed by Tenant or Tenant’s contractors or subcontractors shall be removed from the Premises at Tenant’s sole cost and expense. Landlord shall have the right to inspect the Premises and the conduct of Tenant’s Fixturing periodically and upon completion of construction. Upon completion of construction, Tenant shall furnish to Landlord lien waivers from all contractors, subcontractors and materialmen involved in the construction of Tenant’s Fixturing.

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EXHIBIT “C”

RULES AND REGULATIONS

1. Access may be had by Tenant to the Common Areas and to the Premises at any time between the hours of 7:00 a.m. and 6:00 p.m., Monday through Friday, legal holidays excepted. At other times access to the Building may be refused unless the person seeking admission has an access card. Tenant shall be responsible for all persons for whom Tenant requests passes or access cards and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for the admission or exclusion of any person from the Building. Subject to Landlord’s security system, Tenant shall have access to the Building garage and Premises 24 hours/day, 7 days/week.

2. Upon the Commencement Date, Landlord will furnish, at Landlord’s cost, Tenant’s then current employees with keys and/or access cards to the main Building entry doors and to Tenant’s Premises. Thereafter, Landlord will make a reasonable charge for any additional keys and/or access cards. Tenant will not have such keys duplicated. Tenant will not alter any lock, install a new or additional lock or any bolt on any door of its Premises without prior written consent of Landlord. Upon Termination of this Lease, Tenant will deliver to Landlord all keys and/or access cards to doors in the Building and Premises.

3. Sidewalks, doorways, vestibules, halls, stairways and similar areas will not be obstructed by Tenant or used for any purpose other than ingress or egress to and from the Premises and for going from one to another part of the Building. Tenant will not enter the mechanical rooms, air conditioning rooms, electrical closets, janitorial closets, or similar areas outside of the Premises or go upon the roof of the Building without the prior written consent of Landlord.

4. Landlord will provide and install, at Tenant’s cost, all letters or numerals on entrance doors to the Premises; all such letters and numerals will be in the building standard graphics, and no others will be used or permitted on the exterior of, or which may be visible from outside the Premises. Said graphics/signs may be updated or changed from time to time at Landlord’s discretion.

5. Landlord in conspicuous places in the Building will place directories. No other directories will be permitted unless previously consented to by Landlord in writing. Landlord reserves the right to restrict the amount of directory space utilized by Tenant. Directory strips displaying the names and location of Tenant’s company, officers or employees must be ordered through Landlord at Tenant’s sole cost.

6. No signs, advertisements or notices will be painted or affixed on or to any windows or doors, or other part of the Building, or that are visible from the exterior of the Building, except of such color, size and style and in such places as will be first approved in writing by Landlord.

7. Landlord will have the power to prescribe the weight and position of iron safes, bookshelves, or other heavy equipment, which will in all cases, to distribute weight, stand on plank strips at least two inches thick. All damage done to the Building by taking in or putting out any property of a Tenant, or done by Tenant’s property while in the Building, will be repaired at the expense of Tenant.

8. Tenant will notify the Building manager when safes, furniture or other heavy equipment are to be taken in or out of the Building, and the moving will be done under the supervision of the Building Manager, after written permit from Landlord. Persons employed to move such property must be approved by Landlord.

9. No furniture, packages, or bulky material of any kind will be received in the Building or carried up or down stairs or in the elevators, except in the manner and at the times reasonably specified by Landlord. Tenant will not use in the delivery, receipt, or other movement of supplies and personal property, any hand trucks or carts other than those equipped with rubber tires and side guards. Landlord acknowledge that an important part of Tenant’s business involves the shipping and receiving of its Mediasite product as well as items needed for trade show exhibits related to the same. Notwithstanding this paragraph, Landlord agrees

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that it shall not unreasonably restrict or condition Tenant’s operations as it relates to the movement of its Mediasite product in and out of its Premises and the Building.

10. Corridor doors, when not in use, will be kept closed.

11. Tenant will not conduct mechanical or manufacturing operations, cook or prepare food (except microwave cooking for the benefit of Tenant’s employees), or place or use any inflammable, combustible, explosive or hazardous fluid, chemical, device, substance or material in or about the Building without prior written consent of Landlord. Tenant will comply with all rules, orders, regulations, and requirements of the applicable Fire Rating Bureau, or other similar body.

12. Electric space heaters will not be used without Landlord’s prior written permission.

13. No flashing lights or search lights, loud speakers, television sets, phonographs, radios or other devices will be used in a manner so as to be heard or seen outside of the Premises without the prior written consent of Landlord. Notwithstanding this, Landlord does hereby consent to the Tenant’s media wall in its existing 1 ^st Floor Premises lobby.

14. Tenant will not make or permit any improper noise, cause disturbances, or create odors in the Building, or otherwise interfere in any way with other tenants, or persons having business with them.

15. Tenant will cooperate with Landlord’s employees in keeping Premises neat and clean.

16. Nothing will be swept or thrown into the corridors, halls, elevators shafts or stairways. No birds or animals will be brought into or kept in or about the Building.

17. No machinery other than standard office machines such as typewriters, calculators, copying machines, personal computers, and similar machines will be operated on Premises without the prior written consent of Landlord.

18. Tenant will not place anything, including but not limited to furniture, fixtures, equipment, merchandise displays, decorations, advertisements and signs, in any of the Common Areas of the Building or the sidewalks adjacent thereto, without prior written approval of Landlord.

19. Tenant will not in or on any part of the Common Areas: a) vend or solicit orders for sale or distribution of any merchandise, service periodical, book, pamphlet or other material; b) distribute any circular, handbill, placard, or other material; c) solicit membership in any organization or group or contribution for any purpose; d) create a nuisance or hazard; e) discard refuse, except in designated receptacles; or f) damage any sign, lighting fixture, landscaping material, other improvements, property of customers, or property of others within the Building.

20. The plumbing facilities will not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind will be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision will be borne by Tenant who will, or whose employees, agents or invitees will have caused it.

21. Bicycles or other vehicles will not be permitted in the offices, halls, or corridors of the Building, nor will any obstruction of sidewalks or entrances of the Building by such be permitted.

22. Without limitation upon any of the provisions of this Lease, Tenant will refer all contractor representatives, installation technicians, janitorial workers and other mechanics, artisans, and laborers rendering any service in connection with the repair, maintenance, or improvement of the Building to Landlord for Landlord’s supervision, approval, and control before performance of any such service. This will apply to all work performed in the Building, including without limitation, installation of telephones, computers, electrical, and electronic devices of any kind and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment, or any other portion of the Building. Plans and specifications

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for such work, prepared at Tenant’s sole expense, will be submitted to Landlord and will be subject to Landlord’s prior written approval in each instance before the commencement of work.

23. No blinds, shades, curtains, draperies or similar items visible from the exterior of the Building (other than Landlord’s Building Standard mini-blinds) shall be installed without Landlord’s prior written consent.

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EXHIBIT “D”

PARKING ADDENDUM

So long as this Lease remains in effect and Tenant is not in an Event of Default hereunder, Tenant will have a non-exclusive license to use twenty eight (28) parking spaces which service the Building in consideration for Tenant’s monthly payment of $125.00 per parking space which will be due and payable as Additional Rent at the same time as are Tenant’s monthly installments of Base Rent. The rate for the Building parking stalls shall escalate annually at three (3%) percent but in no case shall the monthly rate be greater than the amount Landlord is generally charging new tenants to the Building.

In addition and so long as this Lease remains in effect and Tenant is not in an Event of Default hereunder, Landlord will make twenty five (25) additional stalls available for Tenant’s use in the Madison Overture Center Ramp or Dane County Ramp (or another similar parking facility within close proximity to the Building) under Landlord’s lease with the parking facility or facilities for such parking stalls. Tenant shall pay to Landlord a monthly rate of $125.00 per parking space which will be due and payable as Additional Rent at the same time as are Tenant’s monthly installments of Base Rent. The rate for the additional twenty five (25) stalls shall increase annually at the lessor of 3% or the rate of increased imposed by the municipalities for such stalls.

Upon not less than 30 days notice, Landlord may alter the number of parking spaces which Tenant will have the right to use, provided that the number of spaces provided to Tenant will not be diminished below that number of the parking spaces set forth above. Landlord reserves the right to specifically assign and reassign from time to time any or all of said parking spaces among the tenants of the Building in any manner in which Landlord determines in its sole discretion and Tenant will upon not less than 10 days’ notice from Landlord furnish Landlord with the state automobile license number assigned to its automobile or automobiles and the automobiles of all of its employees and representatives employed or working in the premises and Tenant agrees to comply with such other request as Landlord may make in Landlord’s enforcement of any parking control program. Notwithstanding the existence of any such control, Landlord will not be responsible to Tenant, its employees, agents, representatives, customers or invitees for any violation of any parking control program implemented by Landlord.

The provisions of this Exhibit supplement and are specifically subject to all provisions of the Lease.

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EXHIBIT “E”

MINIMUM JANITORIAL SPECIFICATIONS

OFFICE & WORK AREAS

Monday-Friday

Vacuum carpets

Dust mop hard surface floors

Empty wastebaskets, clean and install liners as needed

Clean and polish water fountains

Dust and spot clean conference room tables

Lock all doors to secure building and set alarm (if used)

Weekly

Spot wash hallway walls

Dust desktops, tabletops, credenzas, file cabinets and other Office furniture (desks will be dusted only if cleared)

Dust windowsills, baseboards, ledges and moldings

Monthly

High level dusting

Spot wash interior walls

Vacuum air conditioning vents

Edge vacuum carpet borders and difficult to vacuum areas

Clean sidelight windows

Semi-Annual

Scrub and wax hard surface floors (if required)

Wash exterior windows

As Needed

Remove all recyclables in compliance with applicable law

LAVORATORIES

Monday-Friday

Empty waste receptacles

Clean and polish mirrors and fixtures

Service and refill all dispensers (soap, tissues, towels)

Clean and disinfect urinals, commodes and basins

Wet mop floors with disinfectant

Monthly

Clean all partitions and ceramic tile walls

Scrub and wax hard surface floors (if required)

ENTRYWAYS & HALLWAYS

Monday-Friday

Clean all door glass

Spot wash walls, as needed

Remove all trash

Clean and polish any water fountains

Vacuum all carpet

Remove stains in carpet

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EXHIBIT “F”

EXPANSION SPACE

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EXHIBIT “G”

EXTERIOR TENANT SIGNAGE

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Exhibit 10.2

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “ Agreement ”) dated as of June 27, 2011 (the “ Effective Date ”) between SILICON VALLEY BANK , a California corporation with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“ Bank ”), SONIC FOUNDRY, INC. , Maryland corporation (“ Sonic Foundry ”), and SONIC FOUNDRY MEDIA SYSTEMS, INC. , a Maryland corporation (“ Sonic Systems ” and together with Sonic Foundry, jointly and severally, individually and collectively, the “ Borrower ”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety a certain Amended and Restated Loan and Security Agreement dated as of June 16, 2008, between Borrower and Bank, as amended by a certain First Amendment to Amended and Restated Loan and Security Agreement, dated as of April 1, 2009 (as amended, the “ Prior Loan Agreement ”). The parties hereby agree as follows:

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2.1 Promise to Pay . Borrower hereby unconditionally, jointly and severally, promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1 Revolving Advances.

(a) Availability . Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid, and prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.

(b) Termination; Repayment . The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

2.1.2 Letters of Credit Sublimit.

(a) As part of the Revolving Line and subject to deduction of Reserves, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount utilized for the issuance of Letters of Credit shall at all times reduce the amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the lesser of (A) Seven Hundred Fifty Thousand Dollars ($750,000), minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the FX Reduction Amount, or (B) the lesser of Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the FX Reduction Amount.

(b) If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% for any such Letters of Credit denominated in a currency other than U.S. Dollars) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. All Letters of Credit shall be in form and substance

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acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “ Letter of Credit Application ”). Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.

(c) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application.

(d) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges).

(e) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “ Letter of Credit Reserve ”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

2.1.3 Foreign Exchange Sublimit. As part of the Revolving Line and subject to the deduction of Reserves, Borrower may enter into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “ FX Forward Contract ”) on a specified date (the “ Settlement Date ”). FX Forward Contracts shall have a Settlement Date of at least one (1) FX Business Day after the contract date. The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times the lesser of (A) Seven Hundred Fifty Thousand Dollars ($750,000), minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), or (B) the lesser of Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve). The amount otherwise available for Credit Extensions under the Revolving Line shall be reduced by an amount equal to ten percent (10%) of each outstanding FX Forward Contract (the “ FX Reduction Amount ”). Any amounts needed to fully reimburse Bank for any amounts not paid by Borrower in connection with FX Forward Contracts will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

2.1.4 Cash Management Services Sublimit. Borrower may use the Revolving Line for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “ Cash Management Services ”), in an aggregate amount not to exceed the lesser of (A) Seven Hundred Fifty Thousand Dollars ($750,000), minus (i) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (ii) the FX Reduction Amount, or (B) the lesser of Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances, minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (iii) the FX Reduction Amount. Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

2.1.5 Prior Term Loan.

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(a) Payments . Borrower is obligated to the Bank for the Term Loan 2 (as defined in the Original Loan Agreement and defined herein as the “ Prior Term Loan ”), made by Bank to Borrower pursuant to the Prior Loan Agreement. Borrower acknowledges that, as of the Effective Date, the outstanding principal amount of the Prior Term Loan is $303,987.16. Borrower acknowledges there is no availability under the Prior Term Loan, and no amount of the Prior Term Loan may be reborrowed. Borrower shall continue to pay the Prior Term Loan in monthly installments of principal (in accordance with the existing 36-month amortization schedule), plus accrued interest on the first day of each month, and with a final payment of all remaining principal amounts outstanding under the Prior Term Loan and accrued interest thereon on the applicable Prior Term Loan Maturity Date.

(b) Prepayment . At Borrower’s option, so long as an Event of Default has not occurred and is not continuing, Borrower shall have the option to prepay all or any portion of the Prior Term Loan advanced by Bank under the Prior Loan Agreement, provided Borrower (a) provides written notice to Bank of its election to exercise to prepay all or some portion of the Prior Term Loan at least three (3) days prior to such prepayment, and (b) pays, on the date of the prepayment (i) all accrued and unpaid interest with respect to the Prior Term Loan through the date the prepayment is made; (ii) the portion of the unpaid principal with respect to the Prior Term Loan being prepaid; and (iii) all other sums, if any, that shall have become due and payable hereunder with respect to this Agreement.

2.1.6 Term Loan 2011.

(a) Availability; Use of Proceeds . Subject to the terms and conditions of this Agreement, Bank agrees to lend to Borrower from time to time prior to the Term Loan 2011 Commitment Termination Date, advances (each a “ Term Loan 2011 Advance ” and collectively the “ Term Loan 2011 Advances ”) in an aggregate amount not to exceed the Term Loan 2011 Commitment; provided that , in each case, an Event of Default (including, without limitation, as a result of a violation of Section 6.9 hereof), has not occurred and is continuing or would result immediately after giving effect to any such Term Loan Advance. Each Term Loan 2011 Advance shall be in an amount of not less than Two Hundred Fifty Thousand Dollars ($250,000). Borrower shall use the proceeds of the Term Loan 2011 to (i) repay the PFG Subordinated Debt; provided that an Event of Default has not occurred and is continuing or would result immediately after giving effect to such repayment or (ii) to fund its general business requirements and not for personal, family, household or agricultural purposes.

(b) Repayment . For each Term Loan 2011 Advance, commencing on the first calendar day of each month following the month in which a Term Loan 2011 Funding Date occurs, Borrower shall make monthly payments, in arrears for each such Term Loan 2011 Advance in (i) thirty-six (36) consecutive equal monthly installments of principal, based on a thirty-six (36) month amortization schedule (for each such Term Loan 2011 Advance, the “ Amortization Period ”) plus (ii) monthly payments in arrears of accrued interest on such Term Loan 2011 Advance (each a “ Term Loan 2001 Payment ” and collectively the “ Term Loan 2011 Payments ”). All unpaid principal and accrued interest on each Term Loan 2011 Advance shall be due and payable in full on the earlier to occur of (i) the termination of such Term Loan 2011 Advance’s Amortization Period or (ii) the Term Loan 2011 Maturity Date. After repayment, no Term Loan 2011 Advances may be reborrowed.

(c) Prepayment . Borrower may prepay all but not less than all of each Term Loan 2011 Advances prior to the termination of such Term Loan 2011 Advance’s Amortization Period, effective three (3) Business Days after written notice of such prepayment is given to Bank. Notwithstanding any such prepayment, Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such prepayment is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to (i) if such prepayment occurs after the Effective Date but on or prior to the day that is 365 days after the Effective Date (the “ 2011 First Anniversary ”), three percent (3.00%) of the principal amount of the Term Loan 2011 Advances so prepaid; (ii) if such prepayment occurs after the 2011 First Anniversary but on or prior to the day that is 365 days after the 2011 First Anniversary (the “ 2011 Second Anniversary ”), two percent (2.00%) of the principal amount of the Term Loan 2011 Advances so prepaid; and (iii) if such prepayment occurs after the 2011 Second Anniversary but prior to the earlier to occur of (i) the expiration of such Term Loan 2011 Advance’s Amortization Period or (ii) Term Loan 2011 Maturity Date, one percent (1.00%) of the Term Loan 2011 Advances so prepaid; provided that no termination fee shall be charged if the Term Loan 2011 Advances hereunder are replaced with a new facility from another division of Silicon Valley Bank.

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Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall terminate and release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.

2.2 Overadvances. If, at any time, the sum of (a) the outstanding principal amount of any Advances (including any amounts used for Cash Management Services); plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve); plus (c) the FX Reduction Amount exceeds the lesser of either (i) the Revolving Line or (ii) the Borrowing Base minus the Term Loan Reserve Amount, if applicable (such excess amount being an “ Overadvance ”), Borrower shall immediately pay to Bank in cash such Overadvance. Without limiting Borrower’s obligation to repay Bank any amount of the Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.

2.3 Payment of Interest on the Credit Extensions.

(a) Interest Rate .

(i) Advances . Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate plus one and one-half percent (1.50%); provided , that during a Streamline Period, the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate plus one percent (1.00%), which interest shall in any event be payable monthly, in arrears, in accordance with Section 2.3(f) below.

(ii) Prior Term Loan . Subject to Section 2.3(b), the principal amount outstanding under the Prior Term Loan shall accrue interest at a floating per annum rate equal to the greater of (i) one percentage point (1.0%) above the SVB Prime Rate, or (ii) eight and three-quarters of one percent (8.75%), which interest shall be payable monthly.

(iii) Term Loan 2011 . Subject to Section 2.3(b), the principal amount outstanding under the Term Loan 2011 shall accrue interest at a floating per annum rate equal to the Prime Rate plus three and three-quarters percent (3.75%); provided , that during a Streamline Period, the principal amount outstanding under the Term Loan 2011 shall accrue interest at a floating per annum rate equal to the Prime Rate plus three and one-quarter percent (3.25%), which interest shall in any event be payable monthly, in arrears, in accordance with Section 2.1.6(b).

(b) Default Rate . Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points (5.00%) above the rate that is otherwise applicable thereto (the “ Default Rate ”) unless Bank otherwise elects from time to time in its sole discretion to impose a smaller increase. Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

(c) Adjustment to Interest Rate . Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

(d) Computation; 360-Day Year . In computing interest, the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided , that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

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(e) Debit of Accounts . Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.

(f) Payment; Interest Computation; Float Charge . Unless otherwise provided herein, interest is payable monthly on the last calendar day of each month. In computing interest on the Obligations, all Payments received after 12:00 noon Pacific time on any day shall be deemed received on the next Business Day. In addition, Bank shall be entitled to charge Borrower a “float” charge in an amount equal to two (2) Business Days interest, at the interest rate applicable to the Advances, on all Payments received by Bank. The float charge for each month shall be payable on the last day of the month. Bank shall not, however, be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Bank in its good faith business judgment, and Bank may charge Borrower’s Designated Deposit Account for the amount of any item of payment which is returned to Bank unpaid.

2.4 Fees. Borrower shall pay to Bank:

(a) Term Loan 2011 Commitment Fee . A fully earned, non-refundable Term Loan 2011commitment fee of Twenty Thousand Dollars ($20,000) equal to one percent (1.00%) of the Term Loan 2011 Amount, payable on or before the Effective Date;

(b) Revolving Line Anniversary Fee . A fully earned, non-refundable Revolving Line anniversary fee of Twenty Thousand Dollars ($20,000), payable on or before June 16, 2012 and on each one-year anniversary thereafter;

(c) Letter of Credit Fee . Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit, upon the issuance of such Letter of Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the renewal of such Letter of Credit by Bank;

(d) Termination Fee . Subject to the terms of Section 2.1.6(c) with respect to the Term Loan 2011, and subject to Section 12.1 with respect to the Revolving Line, a termination fee; and

(e) Unused Revolving Line Facility Fee . A fee (the “ Unused Revolving Line Facility Fee ”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to thirty–five one hundredth of one percent (0.35%) per annum of the average unused portion of the Revolving Line.  The unused portion of the Revolving Line, for purposes of this calculation, shall equal the difference between (x) the Revolving Line amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing balance of the Revolving Line outstanding plus the sum of the aggregate amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) plus to the extent applicable, the Term Loan Reserve Amount. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder;

(f) Collateral Monitoring Fee . A monthly collateral monitoring fee equal to One Thousand Dollars ($1,000), payable in arrears on the last day of each month (prorated for any partial month at the beginning and upon termination of this Agreement); provided , that such fee shall be Zero Dollars ($0.00) during any Streamline Period; and

(g) Bank Expenses . All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

2.5 Payments; Application of Payments.

(a) All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, before 12:00 noon Pacific time on the date when due. Payments of principal and/or interest received after 12:00 noon Pacific time are considered received at the opening of business on the next Business Day. When a payment is due

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on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(b) Bank shall apply the whole or any part of collected funds against the Revolving Line or credit such collected funds to a depository account of Borrower with Bank (or an account maintained by an Affiliate of Bank), the order and method of such application to be in the sole discretion of Bank. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

3.1 Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:

(a) duly executed original signatures to the Loan Documents;

(b) duly executed original signatures to the Control Agreements, if any;

(c) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of each jurisdiction of formation of Borrower, together with certificates of foreign qualification from each other jurisdiction in which Borrower is qualified, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date;

(d) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower;

(e) the Amended and Restated Subordination Agreement by Partners for Growth II, L.P. in favor of Bank, together with the duly executed original signatures thereto;

(f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension hereunder, will be terminated or released;

(g) the Perfection Certificates of Borrower, together with the duly executed original signatures thereto;

(h) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and

(i) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

(a) except as otherwise provided in Section 3.4(a), timely receipt of an executed Transaction Report;

(b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Transaction Report and/or Payment/Advance Form and on the Funding Date of each Credit Extension; provided , however , that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

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provided , further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

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

3.3 Covenant to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

3.4 Procedures for Borrowing.

(a) Advances . Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance (other than Advances under Sections 2.1.2 or 2.1.4), Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Pacific time on the Funding Date of the Advance. Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Transaction Report executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due.

(b) Term Loan 2011Advances . Subject to the prior satisfaction of all other applicable conditions to the making of Term Loan 2011 Advance set forth in this Agreement, to obtain a Term Loan 2011 Advance, Borrower must notify Bank (which notice shall be irrevocable) by electronic mail or facsimile no later than 12:00 noon Pacific time one (1) Business Day before the proposed Funding Date. The notice shall be a Payment/Advance Form and must be signed by a Responsible Officer or designee. If Borrower satisfies the conditions of each Term Loan 2011 Advance, Bank shall disburse such Term Loan 2011 Advance by transfer to the Designated Deposit Account.

4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

4.2 Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

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If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

4.3 Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

Borrower represents and warrants as follows:

5.1 Due Organization; Authorization; Power and Authority. Borrower and each of its Subsidiaries are duly existing and in good standing in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement).

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

5.2 Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee,

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then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion.

All Inventory is in all material respects of good and marketable quality, free from material defects.

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

5.3 Accounts Receivable; Inventory. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

5.4 Litigation. There are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, One Hundred Thousand Dollars ($100,000).

5.5 Financial Condition . All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

5.6 Solvency . The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

5.7 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations

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of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

5.8 Subsidiaries; Investments . Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

5.9 Tax Returns and Payments; Pension Contributions . Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

5.10 Use of Proceeds . Borrower shall use the proceeds of the Revolving Line solely as working capital and to fund its general business requirements, and not for personal, family, household or agricultural purposes.

5.11 Full Disclosure . No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

5.13 Designated Senior Indebtedness. The Loan Documents and all of the Obligations shall be deemed “Designated Senior Indebtedness” or a similar concept thereof for purposes of any Indebtedness of the Borrower.

Borrower shall do all of the following:

6.1 Government Compliance . (a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the noncompliance with which could have a material adverse effect on Borrower’s business.

(b) Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank.

6.2 Financial Statements, Reports, Certificates.

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(a) Borrower shall provide Bank with the following:

(i) (A) weekly (within fifteen (15) days after the end of each month during a Streamline Period), and (B) upon each request for a Credit Extension under the Revolving Line, a Transaction Report;

(ii) within fifteen (15) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report and general ledger;

(iii) as soon as available, and in any event within thirty (30) days after the end of each month, monthly unaudited financial statements; provided , that such monthly unaudited financial statement for the last month in each fiscal year shall be delivered as soon as available, but in any event within sixty (60) days after the end of such month;

(iv) within thirty (30) days after the end of each month a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;

(v) within fifteen (15) days following approval by the Borrower’s board of directors, and in any event within thirty (30) days after the end of each fiscal year of Borrower, and as requested by Bank (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any supporting information used in the preparation of such annual financial projections;

(vi) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, annual audited financial statements certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank or a link thereto on Borrower’s or another website on the Internet;

(vii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;

(viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more;

(b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet.

(c) Borrower shall provide Bank with prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright (including any subsequent ownership right of Borrower in or to any Copyright), Patent or Trademark not previously disclosed to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

6.3 Accounts Receivable.

(a) Schedules and Documents Relating to Accounts . Borrower shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific Account affect

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or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary endorsements, and copies of all credit memos.

(b) Disputes . Borrower shall promptly notify Bank of all disputes or claims relating to Accounts. Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Default or Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the Availability Amount.

(c) Collection of Accounts . Borrower shall have the right to collect all Accounts, unless and until a Default or an Event of Default has occurred and is continuing. All payments on, and proceeds of, Accounts shall be deposited directly by the applicable Account Debtor into a lockbox account, or such other “blocked account” as Bank may specify, pursuant to a blocked account agreement in form and substance satisfactory to Bank in its sole discretion. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to an account maintained with Bank to be applied (i) prior to an Event of Default, to the Revolving Line pursuant to the terms of Section 2.5(b) hereof, and (ii) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that during a Streamline Period, such payments and proceeds shall be transferred to an account of Borrower maintained at Bank; provided further , that so long as an Event of Default has not occurred and is not continuing, subject to Section 6.8(a) and Section 6.8(b), Borrower may maintain amounts sent by the applicable Account Debtor in its U.S. Bank Account (which U.S. Bank Account is subject to a Control Agreement in favor of Bank), in an aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) for each such Account Debtor.

(d) Returns . Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall immediately notify Bank of the return of the Inventory.

(e) Verification . Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose.

(f) No Liability . Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

6.4 Remittance of Proceeds . Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (1) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (2) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of surplus,

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worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Two Hundred Thousand Dollars ($200,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will maintain all proceeds of Collateral in an account maintained with Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

6.5 Taxes; Pensions; Withholding. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

6.6 Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Such audits shall be conducted no more often than twice per year unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

6.7 Insurance. Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as a lender loss payee and waive subrogation against Bank. All liability policies shall show, or have endorsements showing, Bank as an additional insured. All policies (or their respective endorsements) shall provide that the insurer shall give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy. At Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to One Hundred Thousand Dollars ($100,000) with respect to any loss, in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems prudent.

6.8 Operating Accounts.

(a) Maintain its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, which accounts shall represent at least eighty-five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions. In the event that, at any time, more than fifteen percent (15%) of the dollar value of Borrower’s and its Subsidiaries’ accounts are held at financial institutions other than Bank or Bank’s Affiliates, Borrower shall promptly, and in any event within five (5) Business Days, transfer such excess amounts to an account of Borrower maintained at Bank or at Bank’s Affiliates;

(b) Provide Bank five (5) days prior-written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, including, without limitation, the U.S. Bank Account, Borrower shall

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cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

6.9 Financial Covenants.

Maintain at all times, to be tested as of the last day of each month, unless otherwise noted, on a consolidated basis with respect to Borrower and its Subsidiaries:

(a) Adjusted Quick Ratio . An Adjusted Quick Ratio of at least 1.75:1.00.

(b) Debt Service Coverage Ratio . As of the last day of each fiscal month, measured on a trailing three (3) month basis ending as of the date of measurement, maintain a ratio of EBITDA divided by Debt Service (the “ Debt Service Coverage Ratio ”) of at least 1.25:1.00; provided , that no Event of Default shall be deemed to have occurred and be continuing solely as a result of Borrower’s failure to maintain such Debt Service Coverage Ratio, but only to the extent that Borrower immediately enters into a Term Loan Reserve Period and no other Event of Default has occurred and is continuing or would immediately occur as a result of entering into such Term Loan Reserve Period; including, without limitation, Overadvances described in Section 2.2.

(c) Maximum Term Debt . The outstanding principal balance of the Term Loan 2011 plus the outstanding principal balance of the Prior Term Loan plus the outstanding principal balance of all PFG Subordinated Debt plus any other balance sheet term debt of Borrower, shall not exceed Two Million Four Hundred Thousand Dollars ($2,400,000) at any time.

6.10 Protection and Registration of Intellectual Property Rights.

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

(b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority security interest in such property.

(c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent

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or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

(d) Each Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of each respective IP Agreement, and acknowledges, confirms and agrees that said IP Agreements contain an accurate and complete listing of all Intellectual Property Collateral as defined in said IP Agreements, and shall remain in full force and effect.

6.11 Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s Books, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

6.12 Creation/Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenant contained in Section 7.3 hereof, in the event Borrower or any Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall promptly notify Bank of the creation or acquisition of such new Subsidiary and, at Bank’s request, in its sole discretion, take all such action as may be reasonably required by Bank to cause each such Subsidiary to, in Bank’s sole discretion, become a co-Borrower or Guarantor under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower shall grant and pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary.

6.13 Ratification of Prior Loan Documents . To the extent not specifically modified by this Agreement, Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all other existing Loan Documents and all other security or other collateral granted to the Bank, and confirms that the Indebtedness secured thereby includes, without limitation, the Obligations.

6.14 Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Borrower shall deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries.

Borrower shall not do any of the following without Bank’s prior written consent:

7.1 Dispositions . Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; and (d) non-exclusive licenses for use of property in the ordinary course of business.

7.2 Changes in Business, Management, Ownership or Business Locations. (a) Engage in or permit any of its Subsidiaries, if any, to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) any Key Person ceases to hold such office with Borrower and replacements satisfactory to Borrower’s board of directors are not made within sixty (60) days after such Key Person’s departure from Borrower; or (ii) permit or suffer any Change in Control.

Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than

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Fifty Thousand Dollars ($50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion.

7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of the Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.8(b) hereof.

7.7 Distributions; Investments. Borrower shall not do any of the following without Bank’s prior written consent, which consent shall not be unreasonably withheld or delayed, (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of One Hundred Thousand Dollars ($100,000) per fiscal year; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

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

7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.

7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or non-exempt Prohibited Transaction, as defined in

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ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Any one of the following shall constitute an event of default (an “ Event of Default ”) under this Agreement:

8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date and/or the Term Loan 2011 Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (a) or (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);

8.2 Covenant Default.

(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.6, 6.7, 6.8, or 6.9, or violates any covenant in Section 7; or

(b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided , that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in clause (a) above;

8.3 Material Adverse Change. A Material Adverse Change occurs;

8.4 Attachment; Levy; Restraint on Business.

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided , however , no Credit Extensions shall be made during any ten (10) day cure period; or

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any material part of its business;

8.5 Insolvency. (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while of any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

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8.6 Other Agreements. There is, under any agreement to which Borrower is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000); or (b) any default by Borrower, the result of which could have a material adverse effect on Borrower’s business;

8.7 Judgments. One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Thousand Dollars ($100,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within ten (10) days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the discharge, stay, or bonding of such judgment, order, or decree);

8.8 Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

8.9 Subordinated Debt. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement or the Subordination Agreement or

8.10 Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal has, or could reasonably be expected to have, a Material Adverse Change.

9.1 Rights and Remedies. While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);

(b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;

(c) demand that Borrower (i) deposit cash with Bank in an amount equal to 105% (110% if such Letters of Credit are denominated in a currency other than U.S. Dollars) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit ; provided , however , if an Event of Default described in Section 8.5 occurs, the obligation of Borrower to cash collateralize all Letters of Credit remaining undrawn shall automatically become effective without any action by Bank;

(d) terminate any FX Forward Contracts;

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(e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds, and verify the amount of such account;

(f) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;

(g) apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

(h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

(i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(j) demand and receive possession of Borrower’s Books; and

(k) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, being coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

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9.4 Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, Bank may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Bank shall determine in its sole discretion. Any surplus shall be paid to Borrower or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6 No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.

9.7 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”), other than Advance requests made pursuant to Section 3.4, by any party to this Agreement or any other Loan Document must be in writing and be delivered or sent by facsimile at the addresses or facsimile numbers listed below. Bank or Borrower may change its notice address by giving the other party written notice thereof. Each such Communication shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, registered or certified mail, return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission (with such facsimile promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 10); (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or facsimile number indicated below. Advance requests made pursuant to Section 3.4 must be in writing and may be in the form of electronic mail, delivered to Bank by Borrower at the e-mail address of Bank provided below and shall be deemed to have been validly served, given, or delivered when sent (with such electronic mail promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 10). Bank or Borrower may change its address, facsimile number, or electronic mail address by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:             Sonic Foundry, Inc.

Sonic Foundry Media Systems, Inc.

222 W. Washington Avenue

Madison, Wisconsin 53703

Attn: Mr. Kenneth Minor

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Fax: (608) 443-1609

Email: kenm@sonicfoundry.com

If to Bank:                    Silicon Valley Bank

380 Interlocken Crescent, Suite 600

Broomfield, CO 80021

Attn: Mr. Tom Hertzberg

Fax: (303) 469-9088

Email: thertzberg@svb.com

with a copy to:             Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108

Attn: Charles W. Stavros, Esquire

Fax: (617) 880-3456

Email: cstavros@riemerlaw.com

New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in New York; provided , however , that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREINABOVE, BANK SHALL SPECIFICALLY HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE BANK’S RIGHTS AGAINST BORROWER OR ITS PROPERTY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

12.1 Termination Prior to Maturity Date. This Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(b). Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to Fifteen Thousand Dollars ($15,000) (i.e. one-half percent (0.50%) of Three Million Dollars ($3,000,000)); provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon

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payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.

12.2 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

12.3 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “ Indemnified Person ”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “ Claims ”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

12.4 Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

12.5 Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties.

12.6 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.7 Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

12.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

12.9 Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied. The obligation of Borrower in Section 12.3 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

12.10 Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “ Bank Entities ”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions ( provided , however , Bank shall use commercially reasonable efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise

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required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank; or (ii) disclosed to Bank by a third party if Bank does not know that the third party is prohibited from disclosing the information.

Bank Entities may use the confidential information for reporting purposes and the development and distribution of databases and market analyses so long as such confidential information is aggregated and anonymized prior to distribution, unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

12.11 [Reserved].

12.12 Right of Set Off. Borrower hereby grants to Bank, a lien, security interest and right of set off as security for all Obligations to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

12.13 Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

12.14 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.15 Construction of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

12.16 Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

12.17 Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any Persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any Person not an express party to this Agreement; or (c) give any Person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

12.18 Borrower Liability. Either Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy.

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Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

13.1 Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings:

“ Account ” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

“ Account Debtor ” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

“ Adjusted Quick Ratio ” is (x) (i) Borrower’s unrestricted cash at Bank plus (ii) net billed accounts receivable divided by (y) (i) Current Liabilities minus (ii) current portion of Deferred Revenue.

“ Advance ” or “ Advances ” means an advance (or advances) under the Revolving Line.

“ Affiliate ” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

“ Agreement ” is defined in the preamble hereof.

“ Availability Amount ” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus the Term Loan Reserve Amount minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit plus an amount equal to the Letter of Credit Reserve), minus (c) the FX Reduction Amount, minus (d) any amounts used for Cash Management Services, and minus (e) the outstanding principal balance of any Advances.

“ Bank ” is defined in the preamble hereof.

“ Bank Expenses ” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.

“ Borrower ” is defined in the preamble hereof.

“ Borrower’s Books ” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

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“ Borrowing Base ” is (a) eighty percent (80%) of Eligible Accounts plus (b) the lesser of (i) seventy-five percent (75%) of Eligible Foreign Accounts or (ii) Five Hundred Thousand Dollars ($500,000); provided , however , that Bank may decrease the foregoing amount and/or percentages in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect the Collateral.

“ Borrowing Base Certificate ” is that certain certificate included within each Transaction Report.

“ Borrowing Resolutions ” are, with respect to any Person, those resolutions adopted by such Person’s Board of Directors or other appropriate body and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate.

“ Business Day ” is any day that is not a Saturday, Sunday or a day on which Bank is closed.

“ Capital Expenditures ” means, with respect to any Person for any period, the sum of (a) the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, plus (b) to the extent not covered by clause (a), the aggregate of all expenditures by such Person and its Subsidiaries during such period to acquire by purchase or otherwise the business or capitalized assets or the capital stock of any other Person.

“ Cash Equivalents ” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition.

“ Cash Management Services ” is defined in Section 2.1.4.

“ Change in Control ” means any event, transaction, or occurrence as a result of which (a) any “person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of Borrower, is or becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Borrower, representing forty-nine percent (49%) or more of the combined voting power of Borrower’s then outstanding securities; or (b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of Borrower (together with any new directors whose election by the board of directors of Borrower was approved by a vote of not less than two-thirds of the directors then still in office who either were directions at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.

“ Code ” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided , that , to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the

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State of New York, the term “ Code ” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“ Collateral ” is any and all properties, rights and assets of Borrower described on Exhibit A .

“ Collateral Account ” is any Deposit Account, Securities Account, or Commodity Account.

“ Commodity Account ” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

“ Communication ” is defined in Section 10.

“ Compliance Certificate ” is that certain certificate in the form attached hereto as Exhibit C.

“ Contingent Obligation ” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case directly or indirectly guaranteed, endorsed, co made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“ Control Agreement ” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

“ Copyrights ” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“ Credit Extension ” is any Advance, Letter of Credit, Prior Term Loan, Term Loan 2011 Advance, FX Forward Contract, amount utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s benefit.

“ Current Liabilities ” are all obligations and liabilities of Borrower to Bank, plus , without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

“ Debt Service ” means, for any period of measurement, all regularly scheduled payments of principal and interest of Indebtedness of Borrower and its Subsidiaries determined on a consolidated basis due within the trailing three (3) month period ended as of such date of measurement.

“ Debt Service Coverage Ratio ” is defined in Section 6.9(b).

“ Default ” means any event which with notice or passage of time or both, would constitute an Event of Default.

“ Default Rate ” is defined in Section 2.3(b).

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“ Deferred Revenue ” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

“ Deposit Account ” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

“ Designated Deposit Account ” is Borrower’s deposit account, account number 3300556589, maintained with Bank.

“ Dollars ,” “ dollars ” or use of the sign “$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

“ Dollar Equivalent ” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

“ EBITDA ” shall mean (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) non-cash stock compensation expense, plus (f) other non-cash and non-recurring expenses acceptable to Bank, in its reasonable discretion.

“ Effective Date ” is the date Bank executes this Agreement and as indicated on the signature page hereof.

“ Eligible Accounts ” means Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time and from time to time after the Effective Date upon notice to Borrower, to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Without limiting the fact that the determination of which Accounts are eligible for borrowing is a matter of Bank’s good faith judgment, the following (“Minimum Eligibility Requirements”) are the minimum requirements for an Account to be an Eligible Account. Unless Bank agrees otherwise in writing, Eligible Accounts shall not include:

(a) Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent;

(b) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms;

(c) Accounts with credit balances over ninety (90) days from invoice date;

(d) Accounts owing from an Account Debtor, in which fifty percent (50%) or more of the Accounts have not been paid within ninety (90) days of invoice date;

(e) Accounts owing from an Account Debtor which does not have its principal place of business in the United States or Canada, unless such accounts are otherwise Eligible Accounts and (i) are backed by letters of credit acceptable to Bank, in its sole discretion and (ii) are approved by Bank, in its sole discretion, on a case-by-case basis;

(f) Accounts billed and/or payable outside of the United States (sometimes called foreign invoiced accounts);

(g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts);

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(h) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended;

(i) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional;

(j) other than Accounts described in clause (u) below, Accounts owing from an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings);

(k) Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts);

(l) Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings);

(m) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust;

(n) Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank in its sole discretion wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts);

(o) Accounts for which the Account Debtor has not been invoiced;

(p) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;

(q) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond ninety (90) days;

(r) Accounts arising from chargebacks, debit memos or other payment deductions given to an Account Debtor;

(s) Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts);

(t) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business;

(u) other than during a Streamline Period, Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue);

(v) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts (forty percent (40%) for Accounts the Account Debtor for which is Synnex Corporation, and thirty percent (30%) for Accounts the Account Debtor for which is Starin Marketing, Inc., or any Affiliate thereof), for the amounts that exceed that percentage, unless Bank approves in writing;

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(w) Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices; and

(x) other Accounts Bank deems ineligible in the exercise of its good faith business judgment.

“ Eligible Foreign Accounts ” are Accounts for which the Account Debtor does not have its principal place of business in the United States but are otherwise Eligible Accounts that are owing from (i) Mediasite KK (Japan); (ii) Content Bank (Australia), (iii) Media Mission (Holland); (iv) Comm-Vertrievsgesellschaft (Germany) and (v) Visionaire (UAE).

“ Equipment ” is all “ equipment ” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“ ERISA ” is the Employee Retirement Income Security Act of 1974, and its regulations.

“ Event of Default ” is defined in Section 8.

“ Foreign Currency ” means lawful money of a country other than the United States.

“ Funding Date ” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

“ FX Business Day ” is any day when (a) Bank’s Foreign Exchange Department is conducting its normal business and (b) the Foreign Currency being purchased or sold by Borrower is available to Bank from the entity from which Bank shall buy or sell such Foreign Currency.

“ FX Forward Contract ” is defined in Section 2.1.3.

“ FX Reserve ” is defined in Section 2.1.3.

“ FX Reduction Amount ” is defined in Section 2.1.3.

“ GAAP ” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“ General Intangibles ” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

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

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

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“ Indebtedness ” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

“ Indemnified Person ” is defined in Section 12.3.

“ Insolvency Proceeding ” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“ Intellectual Property ” means all of Borrower’s right, title, and interest in and to the following:

(a) its Copyrights, Trademarks and Patents;

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(c) any and all source code;

(d) any and all design rights which may be available to a Borrower;

(e) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“ Interest Expense ” means for any fiscal period, interest expense (whether cash or non-cash) determined in accordance with GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of Borrower and its Subsidiaries, if any, including, without limitation or duplication, all commissions, discounts, or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest portion of any deferred payment obligation (including leases of all types).

“ Inventory ” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

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

“ IP Agreement ” is each Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of June 16, 2008, as amended and/or modified from time to time.

“ Key Person ” is any of Borrower’s Chief Executive Officer and/or Chief Financial Officer, who are, as of the Effective Date, Gary Weis and Kenneth Minor, respectively.

“ Letter of Credit ” means a standby letter of credit issued by Bank or another institution based upon an application, guarantee, indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2.

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“ Letter of Credit Application ” is defined in Section 2.1.2(a).

“ Letter of Credit Reserve ” has the meaning set forth in Section 2.1.2(d).

“ Lien ” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“ Loan Documents ” are, collectively, this Agreement, the Perfection Certificate, each IP Agreement, each Subordination Agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.

“ Material Adverse Change ” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; (c) a material impairment of the prospect of repayment of any portion of the Obligations or (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period.

“ Minimum Eligibility Requirements ” is defined in the defined term “Eligible Accounts”.

“ Net Income ” means, as calculated on a consolidated basis for Borrower and its Subsidiaries, if any, for any period as at any date of determination, the net profit (or loss), exclusive of any extraordinary gains, after provision for taxes, of Borrower and its Subsidiaries for such period taken as a single accounting period.

“ Obligations ” are Borrower’s obligation to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents.

“ Operating Documents ” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

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

“ Payment ” means all checks, wire transfers and other items of payment received by Bank (including proceeds of Accounts and payment of all the Obligations in full) for credit to Borrower’s outstanding Credit Extensions or, if the balance of the Credit Extensions has been reduced to zero, for credit to its Deposit Accounts.

“ Payment/Advance Form ” is that certain form attached hereto as Exhibit B.

“ Perfection Certificate ” is defined in Section 5.1.

“ Permitted Indebtedness ” is:

(a) Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents;

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(b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

(c) Subordinated Debt;

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

(e) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(f) Indebtedness secured by Permitted Liens ; and

(g) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) above; provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.

“ Permitted Investments ” are:

(a) Investments shown on the Perfection Certificate and existing on the Effective Date;

(b) Cash Equivalents;

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

(d) Investments consisting of deposit accounts in which Bank has a perfected security interest;

(e) Investments accepted in connection with Transfers permitted by Section 7.1;

(f) Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed Fifty Thousand Dollars ( $50,000) in the aggregate in any fiscal year;

(g) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s board of directors;

(h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and

(i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary.

“ Permitted Liens ” are:

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its Books; provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

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(c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than Four Hundred Thousand Dollars ($400,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars ($50,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA), provided, they have no priority over any of Bank’s Liens and the aggregate amount of the Indebtedness secured by such Liens does not at any time exceed $50,000;

(f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

(g) leases or subleases of real property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property (other than real property or intellectual property) granted in the ordinary course of Borrower’s business, if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest;

(h) non-exclusive license of intellectual property granted to third parties in the ordinary course of business;

(i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4 and 8.7; and

(j) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts.

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

“ PFG Subordinated Debt ” is all Indebtedness of Borrower owed to Partners for Growth II, L.P., which shall at all time be subject to a subordination agreement in favor of Bank.

“ Prime Rate ” means the rate of interest published in the “Money Rates” section of The Wall Street Journal , Eastern Edition as the “United States Prime Rate.” In the event that The Wall Street Journal , Eastern Edition is not published or such rate does not appear in The Wall Street Journal , Eastern Edition, the Prime Rate shall be determined by Bank until such time as the Prime Rate becomes available in accordance with past practices.

“ Prior Term Loan ” is defined in Section 2.1.5 hereof.

“ Registered Organization ” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

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

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“ Reserves ” means, as of any date of determination, such amounts as Bank may from time to time establish and revise in good faith reducing the amount of Advances, Letters of Credit and other financial accommodations which would otherwise be available to Borrower under the lending formulas: (a) to reflect events, conditions, contingencies or risks which, as determined by Bank in good faith, do or may affect (i) the Collateral or any other property which is security for the Obligations or its value (including without limitation any increase in delinquencies of Accounts), (ii) the assets or business of Borrower or any guarantor, or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority thereof); or (b) to reflect Bank’s good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in respect of any state of facts which Bank determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default.

“ Responsible Officer ” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

“ Restricted License ” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral.

“ Revolving Line ” is an Advance or Advances in an amount not to exceed Three Million Dollars ($3,000,000) outstanding at any time.

“ Revolving Line Maturity Date ” is October 1, 2013.

“ SEC ” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority

“ Securities Account ” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“ Streamline Period ” is, on and after the Effective Date, provided no Default or Event of Default has occurred and is continuing, the period (i) beginning on the first (1 ^st ) day of the month following the month in which Borrower has, as of the last day of each of the immediately preceding two (2) Subject Months, maintained an Adjusted Quick Ratio of not less than 2.00:1.00, as determined by Bank, in its sole discretion (the “ Streamline Threshold ”); and (ii) ending on the earlier to occur of (A) the occurrence of a Default or an Event of Default; and (B) the first day thereafter in which Borrower fails to maintain the Streamline Threshold, as determined by Bank, in its sole discretion. Upon the termination of a Streamline Period, Borrower must maintain the Streamline Threshold for two (2) consecutive Subject Months, as determined by Bank, in its sole discretion, prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior-written notice of Borrower’s intention to enter into any such Streamline Period.

“ Subject Month ” and “ Subject Months ” is the latest calendar month or months for which Borrower has timely delivered the reports and schedules required pursuant to Section 6.2(a) hereof.

“ Subordinated Debt ” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

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

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“ SVB Prime Rate ” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate.

“ Term Loan 2011 ” is a loan made by Bank pursuant to the terms of Section 2.1.6 hereof.

“ Term Loan 2011 Amount ” is an aggregate amount up to Two Million Dollars ($2,000,000) outstanding at any time.

“ Term Loan Commitment ” is, at any time, the lesser of (i) The Term Loan 2011 Amount minus the aggregate amount of previously funded Term Loan Advances or (ii) Two Million Four hundred Thousand Dollars ($2,400,000) minus the aggregate amount of previously funded Term Loan Advances minus the outstanding principal balance of the Prior Term Loan minus the outstanding principal amount of the PFG Indebtedness minus all other term debt listed on the Borrower’s balance sheet.

“ Term Loan 2011 Commitment Termination Date ” is April              , 2012

“ Term Loan 2011 Maturity Date ” is, with respect to each Term Loan 2011 Advance, the earlier of (a) the expiration of the Amortization Period for such Term Loan 2011 Advance, (b) April [          ], 2015 or (c) the occurrence of an Event of Default.

“ Term Loan Reserve Amount ” is, (i) during a Term Loan Reserve Period, an amount equal to all outstanding amounts under the Term Loan 2011 plus all outstanding amounts under the Prior Term Loan and (ii) at any other time, Zero Dollars ($0.00).

“ Term Loan Reserve Period ” is the period commencing on the earlier of (i) the occurrence and continuance of an Event of Default, and (ii) the date that that Borrower reports, or Bank otherwise determines, in its sole discretion, that Borrower has failed to maintain a Debt Service Coverage Ratio of not less than 1.25:1.00 (the “ Term Loan Reserve Threshold ”) and terminating on the first day of the month following the month in which Borrower reports that is has maintained the Term Loan Reserve Threshold for the then-prior three (3) consecutive monthly periods.

“ Term Loan 2011 Payment ” is defined in Section 2.1.6(b).

“ Total Liabilities ” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

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

“ Transaction Report ” is the Bank’s standard reporting package provided by Bank to Borrower.

“ Transfer ” is defined in Section 7.1.

“ Unused Revolving Line Facility Fee ” is defined in Section 2.4(d).

“ U.S. Bank Account ” is Borrower’s existing bank account no. 182380236444, maintained at U.S. Bank, N.A.

[Signature page follows.]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the Effective Date.

[Signature page to Loan and Security Agreement]

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EXHIBIT A – COLLATERAL DESCRIPTION

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

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EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM

D EADLINE FOR SAME DAY PROCESSING IS 12:00 N OON P ACIFIC T IME

L OAN P AYMENT :

SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMS, INC.

R EVOLVING L INE A DVANCE :

Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.

Amount of Revolving Line Advance $____________________________

All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:

O UTGOING W IRE R EQUEST :

Complete only if all or a portion of funds from the loan advance above is to be wired.

Deadline for same day processing is noon, Pacific Time

(For International Wire Only)

Intermediary Bank: ________________________                                Transit (ABA) #: ___________________________

For Further Credit to: ________________________________________________________________________________

Special Instruction: _________________________________________________________________________________

By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).

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The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“ Borrower ”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “ Agreement ”), (1) Borrower is in complete compliance for the period ending                              with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

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

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The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

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Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:                     

Required:             An Adjusted Quick Ratio of at least 1.75:1.00.

Actual:

Is line I equal to or greater than 1.75:1:00?

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Required:             Maintain, as of the last day of each fiscal month, measured on a trailing three (3) month basis ending as of the date of measurement, maintain a ratio of EBITDA divided by Debt Service (the “ Debt Service Coverage Ratio ”) of at least 1.25:1.00.

Actual: All amounts measured on a trailing three (3) month basis

Is line C equal to or greater than 1.25:1.00?

If not in compliance, no Event of Default shall be deemed to have occurred and be continuing solely as a result of Borrower’s failure to maintain such Debt Service Coverage Ratio, but only to the extent that Borrower immediately enters into a Term Loan Reserve Period and no other Event of Default has occurred and is continuing or would immediately occur as a result of entering into such Term Loan Reserve Period; including, without limitation, an “Overadvance as describe in Section 2.2.

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Required:             The outstanding principal balance of the Term Loan 2011 plus the outstanding principal balance of the Prior Term Loan plus the outstanding principal balance of all PFG Subordinated Debt shall not exceed Two Million Four Hundred Thousand Dollars ($2,400,000) at any time.

Actual:

Is line E equal to or less than $2,400,000?

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Exhibit 10.3

CONSENT AND MODIFICATION NO. 1 TO LOAN AND SECURITY AGREEMENT

This Consent and Modification No. 1 to Loan and Security Agreement (“ Modification ”) is entered into as of June 28, 2011, by and between Partners for Growth II, L.P., a Delaware limited partnership with its principal place of business at 150 Pacific Avenue, San Francisco, California 94111 (“ PFG ”) and each of Sonic Foundry, Inc. and Sonic Foundry Media Systems, Inc., each a Maryland corporation with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 (individually and collectively, jointly and severally, “ Borrower ”).

WHEREAS, Borrower and PFG entered into that certain Revolving Loan and Security Agreement (under which there was no borrowing) and that certain Loan and Security Agreement (for a term loan) (the “ Loan Agreement ”), together with certain other Security Documents (as defined below);

WHEREAS, Borrower has requested PFG’s consent to Borrower incurring additional Indebtedness in the principal amount of $2,000,000 to the Senior Lender in an amount which, when aggregated with outstanding Indebtedness to the Senior Lender, would exceed the Senior Debt Limit;

WHEREAS, PFG is willing to give its consent subject to the terms and conditions set forth in this Modification;

NOW THEREFORE, the parties hereby agree as follows:

1. DESCRIPTION OF EXISTING INDEBTEDNESS : Among other Obligations and indebtedness which may be owing by Borrower to PFG, Borrower is indebted to PFG pursuant to, among other documents, the Loan Agreement. As of June 25, 2011, Borrower is unable to borrow under the Revolving Loan and Security Agreement, there is a principal balance of $1,145,833,34 outstanding under the Term Loan Agreement, and accrued interest as of such date (not yet due) of $8,601.71. Defined terms used but not otherwise defined herein shall have the same meanings set forth in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL . Repayment of the Indebtedness is secured by the Collateral, as described in the Loan Agreement and in certain Intellectual Property Security Agreements of even date therewith. The above-described security documents, including the Cross-Corporate Continuing Guaranty of even date therewith, together with all other documents securing repayment of the Indebtedness, shall be referred to herein as the “ Security Documents ”. Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness are referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGES IN TERMS .

(a) Section 8(a)(2) of the Schedule to each of the Loan Agreement is amended to read in its entirety as follows:

(b) Section 5 of the Schedule to each of the Loan Agreement is superseded in its entirety and replaced with the following:

“ 5. Financial Covenants

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4. CONSISTENT CHANGES . The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

5. CONSENT . Borrower shall pay to PFG all of PFG’s out-of-pocket costs and expenses in connection with this Modification.

6. BORROWERS’ REPRESENTATIONS AND WARRANTIES . Each Borrower represents and warrants that:

(a) immediately upon giving effect to this Modification (i) the representations and warranties contained in the Existing Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing;

(b) each Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Existing Loan Documents, as amended by this Modification;

(c) the certificate of incorporation, bylaws and other organizational documents of each Borrower delivered to PFG remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

(d) the execution and delivery by each Borrower of this Modification and the performance by each Borrower of its obligations under the Existing Loan Documents, as

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amended by this Modification, have been duly authorized by all necessary corporate action on the part of each Borrower;

(e) this Modification has been duly executed and delivered by the each Borrower and is the binding obligation of each Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights;

(f) as of the date hereof, it has no defenses against its obligation to repay the Indebtedness and it has no claims of any kind against PFG. Each Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship with such Borrower in connection with this Modification and in connection with the Existing Loan Documents;

(g) the Security Documents relating to Intellectual Property disclose an accurate, complete and current listing of all Collateral that consists of Intellectual Property or Borrower has included revised and updated Intellectual Property schedules as part of an update to the Representations required in Section 8 of this Modification; and

(h) Each Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in the Representations dated as of March 5, 2010, and acknowledges, confirms and agrees the disclosures and information Borrower provided to PFG have not materially changed as of the date hereof, or if there has been any material change, Borrower shall have provided the update to the Representations required in Section 8 hereof.

Each Borrower understands and acknowledges that PFG is entering into this Modification in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

7. CONTINUING VALIDITY . Borrower understands and agrees that in modifying the existing Indebtedness, PFG is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Modification, the terms of the Existing Loan Documents remain unchanged and in full force and effect. PFG’s agreement to modifications to the existing Indebtedness in no way shall obligate PFG to make any future consents, waivers or modifications to the Indebtedness. Nothing in this Modification shall constitute a satisfaction of the Indebtedness or a waiver of any default under the Existing Loan Documents. It is the intention of PFG and Borrower to retain as liable parties all makers and endorsers of Existing Loan Documents, unless the party is expressly released by PFG in writing. Unless expressly released herein, no maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to all subsequent loan modification agreements.

8. CONDITIONS . The effectiveness of this Modification is conditioned upon each of:

(a) Execution and Delivery . Borrower shall have duly executed and delivered to PFG on or before June 30 2011, a counterpart of this Modification.

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(b) Payment of PFG Expenses . Borrower shall have paid upon demand all PFG expenses (including all reasonable attorneys’ fees and expenses) incurred in connection with this Modification.

(c) Updates to Borrower Information . If required to render the Representations true, correct, accurate and complete as of the date hereof in all material respects, Borrower shall have delivered to PFG true and current information and versions of such documents.

(d) Amendment to Subordination Agreement . PFG and the Senior Lender shall have entered into an amendment to the Subordination Agreement in effect with respect to Borrower.

(e) No Default under Senior Debt Documents . There shall be no default under the Senior Debt Documents that has not been cured or waived.

(f) Representations and Warranties . The representations and warranties set forth in Section 6 hereof shall be true, correct, accurate and complete in all material respects.

(g) Senior Loan Documents . Borrower shall have provided PFG and true and correct copy of the Senior Loan Documents, as amended to date, including the agreement and/or amendment of the Senior Loan Documents that gives rise to Borrower’s need for PFG consent under this Modification.

9. FURTHER ASSURANCES . Borrower agrees to execute such further documents and instruments and to take such further actions as PFG may request in its good faith business judgment to carry out the purposes and intent of this Modification.

10. INTEGRATION; CONSTRUCTION . This Modification and any documents executed in connection herewith or pursuant hereto and the Existing Loan Documents contain the entire agreement between the parties with respect to the subject matter hereof. This Modification amends and supersedes only those provisions of the Loan Agreement addressed in Section 3 hereof and appropriate under Section 4. As to the matters addressed in this Modification, this Modification supersedes all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Modification. All financing statements or other agreements or instruments filed by PFG with respect to Borrower shall remain in full force and effect. The quotation marks around modified clauses set forth herein and any differing font styles in which such clauses are presented herein are for ease of reading only and shall be ignored for purposes of construing and interpreting this Modification. This Modification is subject to the General Provisions of Section 8 of the Loan Agreement.

11. GOVERNING LAW; VENUE . THIS MODIFICATION SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Each Borrower and PFG submit to the exclusive jurisdiction of the State and Federal courts in San Francisco County, California, in connection with any proceeding or dispute arising in connection herewith.

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This Modification is executed as of the date first written above.

[Signature Page Follows]

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