Exhibit 10.1

WAIVER AND CONSENT AGREEMENT

January 19, 2016

Silicon Valley Bank

2400 Hanover Street

Palo Alto, California 94304

Attn:    Ms. Carley Brandt

Real Goods Energy Tech, Inc., et al.

Dear Ms. Brandt:

Reference is made to that certain loan arrangement by and among Bank, REAL GOODS ENERGY TECH, INC. (“ Real Goods Energy ”), REAL GOODS TRADING CORPORATION (“ Real Goods Trading ”), ALTERIS RENEWABLES, INC ., a Delaware corporation (“ Alteris ”) and REAL GOODS SYNDICATED, INC. (“ Syndicated ”), MERCURY ENERGY, INC. (“ Mercury ”), REAL GOODS SOLAR, INC. – MERCURY SOLAR (“ Mercury Solar ”), ELEMENTAL ENERGY, LLC (“ Elemental ”), and SUNETRIC MANAGEMENT LLC (“ Sunetric ”, and together with Real Goods Energy, Real Goods Trading, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, the “ Borrower ”). Borrower’s obligations under the Loan Agreement are guarantied by REAL GOODS SOLAR, INC . (the “ Guarantor ”, and together with Borrower, jointly, severally, and collectively, the “ Obligors ”). Further reference is made to that certain Non-Recourse Loan Document Sale and Assignment Agreement of even date herewith (the “ Assignment ”) by and between Bank and SOLAR SOLUTIONS AND DISTRIBUTION, LLC (“ Assignee ”). Capitalized terms used herein and not otherwise defined here will have the meanings given to them in the Assignment .

Bank has been asked to assign, convey and transfer the Assigned Interest to Assignee pursuant to the terms of the Assignment, and Bank has agreed to do so, but only if Obligors consent to the Assignment in writing and waive and release all claims that Obligors may have against Bank (if any). Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Obligors agree as follows:

1.           Consent to Assignment . Each of the Obligors hereby: (a) consents to the Assignment; and (b) confirms and agrees that the Assignment complies fully with the requirements of the Loan Documents regarding assignment and that neither Assignor nor Assignee need to obtain any consents from, or take any further action with respect to, Obligors to effectuate such assignment, and if any such consents or further action are or were required, each of the Obligors hereby waives all such requirements.

2.           Waiver and Release . Each of the Obligors hereby acknowledges and agrees that it has no offsets, defenses, causes of action, suits, damages, claims, or counterclaims against Bank, SVB Financial Group, or their respective officers, directors, employees, attorneys, representatives, shareholders, predecessors, successor, and assigns (collectively, the “ Bank Released Parties ”) with respect to, in connection with, or arising from, the Loan Agreement, the other Loan Documents, the Assignment, any contracts, promises, commitments or other agreements to provide, arrange for, or obtain loans or other financial accommodations to or for Obligors, or otherwise, and that if any of the Obligors now has, or ever did have, any offsets, defenses, causes of action, suits, damages, claims, or counterclaims against one or more of the Bank Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED , and each of the Obligors hereby RELEASES the Bank Released Parties from any liability therefor.

3.           Entire Agreement . This letter agreement shall be binding upon Obligors and their respective employees, representatives, successors, and assigns, and shall inure to the benefit of Bank and the Bank Released Parties. This letter agreement and all documents, instruments, and agreements executed in connection herewith incorporate all of the discussions and negotiations between Bank and Obligors, either expressed or implied, concerning the matters included herein and in such other documents, instruments and agreements, any statute, custom, or usage to the contrary notwithstanding. No such discussions or negotiations shall limit, modify, or otherwise affect the provisions hereof. No modification, amendment, or waiver of any provision of this letter agreement, or any provision of any other document, instrument, or agreement between Bank and Obligors shall be effective unless executed in writing by a duly authorized officer of Bank.

4.           Counterpart . This letter agreement may be executed in multiple counterparts, each of which will constitute an original, but all of which when taken together will constitute a single contract. The delivery of an executed counterpart of a signature page of this letter agreement by email will be effective as delivery of a manually executed counterpart of this letter agreement.

[remainder of page intentionally blank]

This letter agreement shall be construed in accordance with the laws of the State of New York, is intended to take effect as a sealed instrument, and has been executed by Obligors after consultation with independent counsel of its own selection, and is executed as of the date first set forth above.

Signature Page to Waiver and Consent Agreement

Exhibit 10.2

LOAN MODIFICATION AND WAIVER AGREEMENT

This Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of January 19, 2016 (the “Effective Date”), by and among (i) SOLAR SOLUTIONS AND DISTRIBUTION, LLC , a Colorado limited liability company (“Lender”), and (ii) REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”) and REAL GOODS SYNDICATED, INC., a Delaware corporation (“Syndicated”), MERCURY ENERGY, INC., a Delaware corporation (“Mercury”), REAL GOODS SOLAR, INC. – MERCURY SOLAR, a New York corporation (“Mercury Solar”), ELEMENTAL ENERGY, LLC, a Hawaii limited liability company (“Elemental”), and SUNETRIC MANAGEMENT LLC, a Delaware limited liability company (“Sunetric”, and together with Real Goods Energy, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, the “Borrower”).

1.           ACKNOWLEDGEMENT AND WAIVER . Borrower acknowledges that it is currently in default under the Loan Agreement (the “Loan Agreement”) being purchased by Lender from Silicon Valley Bank (“SVB”) under the Non-recourse Loan Document Sale and Assignment Agreement (the “Loan Sale Agreement”) of even date herewith by its failure to comply with the financial covenant contained in Section 6.9 of the Loan Agreement (the “Existing Default”). Lender hereby waives Borrower’s Existing Default. In addition, Lender hereby acknowledges that any unpaid fees due to Lender under the existing Loan Agreement, as amended, have been paid or have otherwise been waived as of the date hereof.

2.           MODIFICATIONS TO LOAN AGREEMENT . The Loan Agreement shall be amended by deleting the financial covenants set forth in Section 6.9. The Parties acknowledge and agree that Lender has agreed amend and restate the Loan Agreement to reflect the terms set forth in the LOI executed between Borrower and Lender on December 17 ^th , 2015 (the "LOI") on or prior to January 22, 2016 (and without an expiration of the LOI on January 15 ^th as set forth therein). The parties will work in good faith to amend and restate the Loan Agreement on or before January 22, 2016 and as between the parties will agree to treat the Loan Agreement as amended by the LOI terms as of the date hereof. The LOI does not include the exclusive and definitive terms of the amendment, and such definitive terms shall be agreed upon in connection with such amendment. In addition, the parties acknowledge that any inventory in which another vendor has a first lien purchase money security interest shall be excluded from the Borrowing Base calculations. The parties further acknowledge that Lender will put a $12,292 reserve on the Borrowing Base calculation with respect to the tax liens filed in California until such filings shall be released, and in connection therewith, any default under the terms of the Loan Agreement with respect to such filings is waived by the Lender.

3.           TEMPORARY TRANSITION OF ACCOUNTS . Concurrent with the execution of this Loan Modification Agreement and the Loan Sale Agreement, (i) Borrower shall instruct SVB to establish the daily automatic transfer of all amounts deposited in Borrower’s current cash collateral account (Account # 3300980194 ) into Borrower’s operating account (Account # 3300980096 ) (collectively, the “Accounts”); (ii) Borrower will instruct SVB to close Borrower’s lock box with SVB and forward all mail to Paul Anderson, General Counsel, RGS Energy, Real Goods Solar, Inc., 833 W. South Boulder Road, Louisville, CO 80027, 303-222-8344; (iii) Borrower will request credentials for Lender to view Borrower’s accounts with SVB and approve wire transfers and ACH transfers out of the SVB operating account; (iv) Borrower will provide Lender with an SVB Account statement at the end of each business day (defined as after 4 PM EST) showing the deposits into Borrower’s collateral account (the “Daily Deposits”) until Lender has received online credentials for Borrower’s SVB accounts; (v) by 11 AM EST of each business day, Borrower will transfer the all Daily Deposits amounts out of Borrower’s SVB operating account and into a dedicated account established by Lender at Wells Fargo Bank (the “Lender Account”); and (vi) Borrower, Lender, and SVB shall execute a DACA for the Accounts in the form attached hereto as Exhibit A and SVB shall implement the terms thereof immediately following Lender’s acquisition of the Loan Agreement. The temporary transition of accounts as described above shall not be changed or terminated unless Borrower and Lender each agree to any changes in writing.

4.           PERMANENT ACCOUNT STRUCTURE . The parties agree to work together as expeditiously as possible to establish the following account structure for funds provided by Lender under the Loan Agreement: (i) all of Borrower’s receivables will be deposited into a restricted account of Borrower ("Borrower's Collateral Account") with Wells Fargo Bank (“WF”) where such restricted account will be a “one way” account allowing for deposits to be made and restricted to transfer funds only to the Lenders Account; (ii) each business day, all funds in Borrower's Collateral Account will automatically be transferred to the Lender Account and, so long as no Event of Default (where such Events of Default are defined in the Amended and Restated Loan Agreement) has occurred and is ongoing, Borrower's Operating Funds shall be automatically transferred to Borrower's operating account at WF ("Borrower's Operating Account"). Borrower, Lender, and WF shall execute a DACA for the Accounts in the form attached hereto as Exhibit A and WF shall implement the terms immediately thereafter. Lender shall use the funds transferred to the Lender Account to pay down the draw portion of the Revolving Line. To the extent any amounts which are automatically transferred to the Lender Account are in excess of the amounts owed on the Revolving Line, such amounts shall be transferred to Borrower's Operating Account within one business day of such automatic transfer. Lender agrees not to use the Lender Account for any activity unrelated to the Loan Agreement and shall at all times maintain a balance in Lender Account that equals or exceeds the undrawn portion of the Revolving Line. Lender shall in no event provide a security interest or other Lien in, or otherwise give a third party control of, Lender's Account to any Person, and Lender acknowledges and agrees that all amounts deposited into the Lender Account in excess of the amounts owed to Lender on the Revolving Line shall be held in trust on behalf of Borrower until such amounts are transferred to Borrower's Operating Account. The parties acknowledge that Borrower would not have entered into this arrangement without Lender's agreement to hold such excess amounts in trust on Borrower's behalf and to transfer such excess amounts to Borrower's Operating Account and that Borrower shall be entitled to specific performance and other equitable relief by way of injunction in respect of a proven breach by Lender of any this paragraph 4.

5.           TRANSFERS FROM FUTURE FINANCINGS . Borrower agrees to instruct the escrow agent in Borrower’s upcoming financing to make payments to Lender in accordance with section II(m) of the LOI and in connection therewith Lender consents to the financing and the related actions as described in the Hudson term sheet dated December 29, 2015.

6.           RELEASE . Each of the Borrowers hereby acknowledges and agrees that as of the date hereof it has no offsets, defenses, causes of action, suits, damages, claims, or counterclaims against Lender, or their respective officers, directors, employees, attorneys, representatives, shareholders, predecessors, successor, and assigns (collectively, the “Released Parties”) with respect to, in connection with, or arising from, the Loan Agreement, the other Loan Documents, the Assignment, any contracts, promises, commitments or other agreements to provide, arrange for, or obtain loans or other financial accommodations to or for Borrowers, or otherwise, and that if any of the Borrowers now has, or ever did have, any offsets, defenses, causes of action, suits, damages, claims, or counterclaims against one or more of the Bank Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED, and each of the Obligors hereby RELEASES the Released Parties from any liability therefor.

7.           FUNDING OF BORROWING REQUESTS . Lender further agrees that following the date hereof, Lender shall promptly fund Borrower's borrowing requests in accordance with the terms of the Loan Agreement as modified by the terms set forth in the LOI.

8.           COUNTERSIGNATURE . This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Lender.

[Signature page follows.]

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

LENDER:

SOLAR SOLUTIONS AND DISTRIBUTION, LLC

By___________________________________
Name:________________________________
Title:_________________________________

Acknowledgment and Agreement:

The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Second Amended and Restated Unconditional Guaranty and a certain Second Amended and Restated Security Agreement, each dated as of June 6, 2014, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Second Amended and Restated Unconditional Guaranty, Second Amended and Restated Security Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith.

REAL GOODS SOLAR, INC.

By:________________________________
Name: Dennis Lacey

Title: Chief Executive Officer

Eligible Inventory includes inventory accepted by Seller as eligible based on a monthly Review of Buyers Inventory. Seller agrees to include up to 75% of all inventory purchased by Buyer from Seller or Seller’s affiliates in the borrowing base.

Exhibit 10.3

LOAN MODIFICATION AND WAIVER AGREEMENT

This Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of February 4, 2016 (the “Effective Date”), by and among (i) SOLAR SOLUTIONS AND DISTRIBUTION, LLC, a Colorado limited liability company (“Lender”), and (ii) REAL GOODS ENERGY TECH, INC., a Colorado corporation (“Real Goods Energy”), ALTERIS RENEWABLES, INC., a Delaware corporation (“Alteris”) and REAL GOODS SYNDICATED, INC., a Delaware corporation (“Syndicated”), MERCURY ENERGY, INC., a Delaware corporation (“Mercury”), REAL GOODS SOLAR, INC. – MERCURY SOLAR, a New York corporation (“Mercury Solar”), ELEMENTAL ENERGY, LLC, a Hawaii limited liability company (“Elemental”), and SUNETRIC MANAGEMENT LLC, a Delaware limited liability company (“Sunetric,” and together with Real Goods Energy, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, “Borrower”).

1.           ACKNOWLEDGMENT OF CERTAIN TERMS OF THE BINDING LETTER OF INTENT (LOI) . Borrower and Lender acknowledge the following terms of the LOI executed by between Borrower and Lender on December 17, 2015:

(a)          Required Advance: Immediately after execution of this Loan Modification Agreement, Borrower shall request, and Lender shall advance, $1,675,134.05 (the “Borrower Receivable Amount”) to Borrower under the Revolving Line to pay all amounts due by Borrower to Lender as of February 4, 2016 under that certain Exclusive Master Supply Agreement by and between Borrower and Lender dated April 29, 2015 (the “Exclusive Master Supply Agreement”).

(b)          Repayment of Required Advance: Borrower will pay the Required Advance to Lender immediately upon its receipt of the Required Advance, but under no circumstances later than one (1) business day after its receipt of the Required Advance. Upon timely receipt of the Required Advance by Lender, the Borrower Receivable Amount is considered paid in full through February 4, 2016 for the purposes of the Exclusive Master Supply Agreement. 

2.           RELEASE . Borrower acknowledges and agrees that as of the date hereof it has no offsets, defenses, causes of action, suits, damages, claims, or counterclaims against Lender, or its respective officers, directors, employees, attorneys, representatives, shareholders, predecessors, successors and assigns (collectively, the “Released Parties”) with respect to, in connection with, or arising from, the Loan Agreement, the other Loan Documents, the Assignment, any contracts, promises, commitments or other agreements to provide, arrange for, or obtain loans or other financial accommodations to or for Borrower, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, causes of action, suits, damages, claims, or counterclaims against one or more of the Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED, and Borrower RELEASES the Released Parties from any liability therefor.

3.           FUNDING OF BORROWING REQUESTS . Lender further agrees that following the date hereof, Lender shall promptly fund Borrower’s borrowing requests in accordance with the terms of the Loan Agreement as modified by the terms set forth in the LOI.

4.           FULL FORCE AND EFFECT . All terms and conditions of the Credit Agreement, as previously amended, not expressly modified by this Amendment shall remain in full force and effect as if this Amendment had not been executed and delivered.

5.           COUNTERSIGNATURE . This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Lender.

[Signature page follows]

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

RGS FINANCING, INC.

Name: Dennis Lacey

Title: Chief Executive Officer

LENDER :

SOLAR SOLUTIONS AND DISTRIBUTION, LLC

By___________________________________

Name:________________________________

Title:_________________________________

Acknowledgment and Agreement :

The undersigned ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Second Amended and Restated Unconditional Guaranty and a certain Second Amended and Restated Security Agreement, each dated as of June 6, 2014, and each document executed in connection therewith, and acknowledges, confirms and agrees that the Second Amended and Restated Unconditional Guaranty, Second Amended and Restated Security Agreement and each document executed in connection therewith shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith.

REAL GOODS SOLAR, INC.

By:________________________________

Name: Dennis Lacey

Title: Chief Executive Officer

Exhibit 10.4

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “ Agreement ”) is entered into on March 30, 2016 (the “ Effective Date ”) between SOLAR SOLUTIONS AND DISTRIBUTION, LLC , a Colorado limited liability company with offices located at 8450 East Crescent Parkway, Suite 200, Greenwood Village, CO 80111-2816 (“ Lender ”), and REAL GOODS SOLAR, INC. , a Colorado corporation (“ RGS ”), RGS FINANCING, INC. , a Colorado corporation (“ RGSF ”), REAL GOODS ENERGY TECH, INC. , a Colorado corporation (“ Real Goods Energy ”), ALTERIS RENEWABLES, INC ., a Delaware corporation (“ Alteris ”) and REAL GOODS SYNDICATED, INC., a Delaware corporation (“ Syndicated ”), MERCURY ENERGY, INC. , a Delaware corporation (“ Mercury ”), REAL GOODS SOLAR, INC. – MERCURY SOLAR , a New York corporation (“ Mercury Solar ”), ELEMENTAL ENERGY, LLC , a Hawaii limited liability company (“ Elemental ”), and SUNETRIC MANAGEMENT LLC , a Delaware limited liability company (“ Sunetric ”, and together with RGS, RGSF, Real Goods Energy, Alteris, Syndicated, Mercury, Mercury Solar and Elemental, individually and collectively, jointly and severally, the “ Borrower ”), and provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. This Agreement replaces in its entirety that certain Loan and Security Agreement dated as of December 19, 2011, as amended by a certain First Loan Modification Agreement, dated as of August 28, 2012, as further amended by a certain Second Loan Modification and Reinstatement Agreement, dated as of November 13, 2012, as further amended by a certain Third Loan Modification Agreement, dated as of March 27, 2013, as further amended by a certain Joinder and Fourth Loan Modification Agreement, dated as of September 26, 2013, as further amended by a certain Fifth Loan Modification Agreement, dated as of November 5, 2013, as further amended by a certain Joinder and Sixth Loan Modification Agreement, dated as of June 6, 2014, as further amended by a certain Seventh Loan Modification and Waiver Agreement, dated as of November 19, 2014, as further amended by a certain Eighth Loan Modification Agreement, dated as of January 30, 2015, as further amended by a certain Ninth Loan Modification and Agreement, dated as of March 16, 2015, and as further amended by a certain Tenth Loan Modification and Waiver Agreement, dated as of November 6, 2015, by and between Lender and Borrower, and as further amended by that certain Loan Modification and Waiver Agreement dated January 19, 2016, and as further amended by that certain Waiver and Consent Agreement dated January 19, 2016, and as further amended by that certain Loan Modification and Waiver Agreement dated February 4, 2016 (as amended, the “ Prior Loan Agreement ”). The parties 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 promises to pay Lender the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

(a)           Availability . Subject to the terms and conditions of this Agreement, and to deduction of Reserves, Lender shall fund into the Lender Account an amount equal to the Availability Amount. Borrower shall request Advances from the Lender Account into an account of Borrower maintained pursuant to the terms hereof, by submitting a borrowing request to Lender in accordance with Section 3.4 hereof. Subject to the terms and conditions set forth herein, upon reciept of each borrowing request, Lender shall instruct the bank or financial institution where the Lender Account is located to fund the requested Advance into the specified Account in accordance with Section 2.5 and Section 3.4; provided however that Lender shall not be required to authorize any Advance in excess of 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. Borrower shall submit with each borrowing request a Transaction Report in accordance with Section 3.4 executed by a Responsible Officer. Borrower will submit a Transaction Report each week independent of whether or not Borrower is making a borrowing request.

(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.

(c)           Advances on the Effective Date . On February 9th, 2016, the Solar Solutions Receivable Amount became an Advance hereunder, and is considered paid in full for the purposes of the Exclusive Master Supply Agreement by and between RGS and Lender dated as of April 29, 2015. Any Advances made pursuant to the terms hereof prior to the Effective Date which remain unpaid on the Effective Date shall continue to be Advances hereunder.

(d)           Certain Required Payments . Notwithstanding anything herein to the contrary, Borrower shall make the following required payments on the Revolving Line:

If any date listed above, is not a Business Day such amount shall be due on the next Business Day. Prior to the Revolving Line Maturity Date, such amouts may be reborrowed, subject to the applicable terms and conditions precedent herein.

(a)          If, at any time, the sum of the outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base (such excess amount being an “ Overadvance ”), Borrower shall immediately pay to Lender in cash such Overadvance. Without limiting Borrower’s obligation to repay Lender any amount of the Overadvance, Borrower agrees to pay Lender interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. To the extent an Overadvance occurs as a result of Borrower’s failure to repay the outstanding principal amount of any Advances at the time the Revolving Line is reduced (as set forth in the Revolving Line definition), at Lender’s election, (a) within five business days the Overadvance shall be repaid, subject to compliance with applicable rules of the Nasdaq Stock Market set forth in Section 2.2(b), with an issuance of shares of Borrower’s Class A common stock, par value $0.0001, using a per share conversion price of ninety percent (90%) of the per share closing price on the day of such Overadvance, or (b) Lender shall permit Borrower to sell certain Collateral, including leasing assets of RGSF, with such sale proceeds used to repay the Overadvance.

(b)          Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to issue shares of Borrower’s Class A common stock under Section 2.2(a) until Borrower makes such notices and receives such approvals required by Nasdaq Stock Market, including those required by Listing Rule 5250 and Listing Rule 5635. Borrower and Lender acknowledge that Borrower shall have no obligation to seek shareholder approval in the event the additional issuances of Borrower’s Class A common stock under and in connection with this agreement would trigger the shareholder approval requirements of Listing Rule 5635.

(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 greater of (i) the Prime Rate plus three percentage points (3.00%) and (ii) seven percent (7.00%) which interest shall in any event be payable monthly, in arrears, in accordance with Section 2.3(f) below.

(ii)          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 four percentage points (4.00%) above the rate that is otherwise applicable thereto (the “ Default Rate ”) unless Lender 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, Lender 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 Lender.

(b)           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.

(c)           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 , however , 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.

(d)          [Reserved]

(e)           Interest Payment Date . Unless otherwise provided, interest is payable monthly on the last calendar day of each month, provided that if such date is not a Business Day such amount shall be due on the next Business Day.

(f)            Payment; Interest Computation . Interest is payable monthly on the last calendar day of each month, provided that if such date is not a Business Day such amount shall be due on the next Business Day. In computing interest on the Obligations, all Payments received after 2:00pm Mountain time on any day shall be deemed received on the next Business Day. Lender shall not, however, be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Lender in its good faith business judgment.

(a)           Loan Conversion and Initiation Fee . Borrower shall pay Lender a one-time loan initiation fee, which shall be fully earned and payable immediately after the execution of this Agreement. Such fee will include any legal fees over the $25,000 already agreed to by Borrower in Section 3.1(e) and any other direct and labor expenses incurred by Lender during the loan initiation phase.

(b)           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 two percent (2.00%) per annum of the average unused portion of the Revolving Line dedicated and placed in an account for the purpose of funding the Loan. 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. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Lender pursuant to this Section notwithstanding any termination of the Agreement or the suspension or termination of Lender’s obligation to make loans and advances hereunder.

(c)           Collateral Exam Fees . Borrower shall pay Lender fees in connection with any collateral exams, audits or inspections conducted by or on behalf of Lender at the current rates established from time to time by Lender as its collateral exam fees (which fees are currently $1,000 per day per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any collateral examination or inspection. Lender agrees to conduct such examinations, audits and inspections no more than once per quarter.

(d)           Loan and Collateral Administration Fees . Borrower shall pay Lender a monthly loan administration and collateral monitoring labor fee of Four Thousand Dollars ($4000) per month, which fee shall be due and payable monthly in arrears on the first day of the month and on the termination of this Agreement.

(e)           Lender Expenses . All Lender Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date taking into account any limitations on those expenses set forth herein, when due.

(a)          All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 2:30 PM Mountain time on the date when due. Payments of principal and/or interest received after 2:30 PM Mountain time are considered received at the opening of business on the next Business Day. When a payment is due 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)          Borrower shall have no right to specify the order or the accounts to which Lender shall allocate or apply any payments required to be made by Borrower to Lender or otherwise received by Lender under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

(c)           Temporary Transition of Sunetric Accounts . As of the Effective Date, the Sunetric Operating Account (defined below) shall be structured, and Borrower’s obligations with respect to the Sunetric Operating Account, are as follows:

(i)          all of Sunetric’s receivables shall be deposited into its operating account at Bank of Hawaii (“BH”) (Account # XXXXXX3760) (the “Sunetric Operating Account”);

(ii)         Sunetric and Lender shall enter into a Deposit Account Control Agreement with BH for the Sunetric Operating Account in a form reasonably acceptable to Borrower and Lender, in accordance with the terms hereof;

(iii)        Sunetric shall grant Lender online access to view the Sunetric Operating Account;

(iv)        By 10:30 AM HST of each business day, Sunetric shall transfer all Daily Deposits out of the Sunetric Operating Account and into the dedicated account established by Lender at Wells Fargo Bank (Account # XXXXX5793) (the “Lender Account”). The Lender Account may only be used for activity related to this Agreement and Lender shall at all times maintain a balance in the Lender Account that equals or exceeds the undrawn portion of the Revolving Line. Lender shall in no event provide a security interest or other Lien in, or otherwise give a third party control of, the LenderAccount to any Person, and Lender acknowledges and agrees that all amounts deposited into the Lender Account in excess of the amounts owed to Lender on the Revolving Line shall be held in trust on behalf of Borrower until such amounts are transferred to the WF ZBA Account (defined below), or such other deposit account as instructed by Borrower in writing.

The temporary transition of accounts as described above shall not be changed or terminated unless Borrower and Lender each agree to any changes in writing.

(d)           Permanent Collateral Accounts . As of the Effective Date, the permanent collateral accounts shall be structured, and Borrower’s obligations with respect to such accounts, shall be as set forth below:

(i)  Borrower has established a restricted “one way” account at Wells Fargo Bank (“WF”) with account number ending 8478 (“the “WF Collateral Account”), and the WF Collateral Account shall allow deposits and transfers only to the Lender Account;

(ii)  all of Borrower’s receivables shall be deposited into the WF Collateral Account;

(iii)  intentionally omitted;

(iv)  Borrower and Lender shall enter into a Deposit Account Control Agreement with WF for the WF Collateral Account in a form reasonably acceptable to Borrower and Lender, in accordance with the terms hereof;

(v)  each business day, all funds in the WF Collateral Account shall automatically transfer to the Lender Account;

(vi)  funds transferred to the Lender Account shall be applied and transferred by Lender on the same day as follows: (A) first, to repay any outstanding Advances on the Revolving Line, and (B) second, all amounts in excess of the then current Advances on the Revolving Line, shall be transferred to the zero balance account established by Borrower at WF (the "WF ZBA Account"), or such other account as instructed by Borrower to Lender in writing on the same day the such amounts are transferred from the WF Collateral Account to the Lender Account. The parties acknowledge that Borrower would not have entered into this arrangement without Lender’s agreement to hold any amounts in excess of the Advances made against the Revolving Line deposited into the Lender Account in trust on Borrower’s behalf, to transfer such excess amounts to the WF ZBA Account as provided herein, and to deliver Advances to Borrower in accordance herewith. Accordingly, the parties acknowledge and agree that Borrower shall be entitled to specific performance and other equitable relief by way of injunction with respect of a breach by Lender of these provisions, without any requirement to post a bond in connection therewith.

(e)          Sunetric Collateral Accounts. Notwithstanding anything in Subsection 2.5(d), within fifteen (15) days of the Effective Date, Sunetric shall establish a permanent, restricted, one-way collateral account with BH and all Sunetric Accounts receivable shall be deposited into such account (the “Sunetric Collateral Account”) or directly into the Lender Account. The Sunetric Collateral Account shall be a zero balance account and shall allow deposits and transfers only to the Lender Account, and:

(i)          Sunetric and Lender shall enter into a Deposit Account Control Agreement with BH for the Sunetric Collateral Account in a form reasonably acceptable to Sunetric and Lender, in accordance with the terms hereof;

(ii)  each business day, all funds in the Sunetric Collateral Account shall automatically transfer to the Lender Account;

(iii) funds transferred to the Lender Account directly or from the Sunetric Collateral Account shall be applied and transferred by Lender on the same day as that they were transferred to the Lender Account as follows: (A) first, to repay any outstanding Advances on the Revolving Line, and (B) second, all amounts in excess of the then current Advances on the Revolving Line, shall be transferred to the zero balance account established by Borrower at WF (the "WF ZBA Account"), or such other account as instructed by Borrower to Lender in writing on the same day the such amounts are transferred from the WF Collateral Account to the Lender Account. The parties acknowledge that Borrower would not have entered into this arrangement without Lender’s agreement to hold any amounts in excess of the Advances made against the Revolving Line deposited into the Lender Account in trust on Borrower’s behalf, to transfer such excess amounts to the WF ZBA Account as provided herein, to deliver Advances to Borrower in accordance herewith, and to post the Letter of Credit as described below. Accordingly, the parties acknowledge and agree that Borrower shall be entitled to specific performance and other equitable relief by way of injunction with respect of a breach by Lender of these provisions, without any requirement to post a bond in connection therewith.

(f)   Lender Collateral Account . Lender established a collateral account at WF (the “Lender Collateral Account”) and funded it up to the Revolving Line amount less all outstanding Advances. Lender agrees to maintain a balance in the Lender Collateral Account equal to the Revolving Line minus outstanding Advances during the term of this Agreement.

2.6          Transfers from Future Financings. Borrower agrees to instruct the escrow agent in Borrower’s upcoming financing to make payments to Lender in accordance with Section 2.1.1(d) above unless the applicable payment has previously been made by Borrower and in connection therewith Lender consents to Borrower issuing up to $12,000,000 in convertible notes(the “Note Financing”) with principal and interest payments payable either (a) with Borrower’s Class A Common Stock or (b) from the collateral account established to hold the unreleased proceeds from the Note Financing.

3.1          Conditions Precedent to Amendment and Restatement. Lender’s obligation to close on the amendment and restatement of this Agreement is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, such documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate, including, without limitation:

(a)          duly executed signature pages to the Loan Documents;

(b)          authorizing resolutions of each Borrower authorizing and approving the Loan Documents;

(c)          the Perfection Certificates of each Borrower, together with the duly executed signature pages thereto in the form previously delivered to Lender;

(d)          a legal opinion of Borrower’s counsel, substantially in the form attached hereto as Exhibit B, with regard to existence and authorization of the Loan Documents with regard to each Borrower and the perfection of Lender’s security interest upon the filing of the UCC-1 Financing Statements, in the form and substance reasonably acceptable to Lender, in its discretion (parties acknowledge that for purposes of this Agreement, Lender's discretion shall be the reasonable discretion of a private, non-banking lender, acting in good faith), dated as of the Effective Date; and

(e)          payment of the $25,000 transaction fee which Borrower may borrow under the Loan.

(f)          Lender and Borrower shall amend that certain Exclusive Master Supply Agreement between Borrower and Lender dated April 29, 2015 to provide that each invoice shall be due immediately upon Borrower’s receipt of such invoice. Such amendment shall be executed within seven (7) days of the date of the Effective Date.

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

(a)          except as otherwise provided in Section 3.4, 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 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 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 Lender’s reasonable discretion there has not been a Material Adverse Change.

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

3.4           Procedures for Borrowing; 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, Borrower shall notify Lender (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 2:30 pm Mountain time on any Business Day that is a Monday or Wednesday. Together with any such electronic or facsimile notification, Borrower shall deliver to Lender by electronic mail or facsimile a completed Transaction Report executed by a Responsible Officer or his or her designee. Lender may rely on any telephone notice given by a person whom Lender believes is a Responsible Officer or designee. Subject to the terms and conditions set forth herein, upon reciept of each borrowing request, Lender shall provide an instruction to the bank or financial institution where the Lender Account is located to fund the requested Advance into the specified WF ZBA Account or, in the case of a requested Advance for Sunetric, directly to the Sunetric Operating Account, by close of business the following Business Day. While Advances may be allocated for payment to specified Borrowers, the Availability Amount shall be determined for all Borrowers in the aggregate and not in any case on an individual basis. Lender 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. Borrower may only request two (2) advances per week and no individual Borrower may make a separate request for Advance.

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

If this Agreement is terminated, Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Lender shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event all Obligations (other than inchoate indemnity obligations), are satisfied in full, and this Agreement is terminated, Lender shall terminate the security interest granted herein.

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 expressly have superior priority to Lender’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender in a writing signed by Borrower of the general details thereof and grant to Lender 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 Lender.

4.3          Authorization to File Financing Statements. Borrower hereby authorizes Lender to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, may be deemed to violate the rights of Lender 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 Lender’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 as a Registered Organization 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 Lender completed certificates each signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Lender 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). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number.

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 described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender 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, then Borrower will first receive the written consent of Lender and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Lender 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. 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, Lender may, after consultation and reasonable notice to the Borrower, notify any Account Debtor owing Borrower money of Lender’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. Except as previously disclosed to Lender, 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, Seventy Five Thousand Dollars ($75,000), individually, or One Hundred and Fifty Thousand ($150,000) in the aggregate and which are not otherwise covered by Borrower's insurance carriers.

5.5          Financial Condition . All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Lender 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 Lender.

5.6          Solvency . The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities. After the transactions in this Agreement and the closing of the Note Financing, Borrower will not be left with unreasonably small capital after the transactions in this Agreement; and Borrower will be 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 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 Lender 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 Credit Extensions solely as working capital 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 Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Lender, 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 Lender 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 and their immediate subordinates.

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:

(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 Lender in all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Lender.

(a)          Borrower shall provide Lender with the following:

(i)          (A) the prior month end reconciled Transaction Report monthly, within twenty (20) days after the end of each month, and (B) upon each request for a Credit Extension, a Transaction Report;

(ii)         within twenty (20) days after the end of each month, (A) monthly accounts receivable aging’s, 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 and general ledger,

(iii)        as soon as available, and in any event within thirty (30) days after the end of each month, monthly unaudited consolidating financial statements;

(iv)        within thirty (30) days after the end of each month, (A) monthly Deferred Revenue report, (B) monthly Lender statements, in form and substance acceptable to Lender, in its reasonable discretion, for each Lender account of Borrower maintained at a financial institution other than Lender and/or Lender’s Affiliates, and (C) schedules of assets related to third-party construction and financing arrangements (including, without limitation, such construction and financing arrangements involving Finco or any Subsidiary of Finco), including a list of any performance bonds;

(v)         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 Lender shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;

(vi)        within twenty (20) days after approval by Borrower’s board of directors and in any event within sixty (60) days after the end of each fiscal year of Borrower, (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 related business forecasts used in the preparation of such annual financial projections;

(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)      as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Lender; and (y) 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;

(ix)         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 Fifty Thousand Dollars ($50,000) individually, or Seventy Five Thousand Dollars ($75,000) in the aggregate and which are not otherwise covered by Borrower's insurance carriers;

(x)          on last Business Day of each month, a cash flow forecast for Borrower, prepared with weekly detail and otherwise in form and substance acceptable to Lender, in its reasonable discretion.

(b)          Borrower shall provide Lender 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 Lender, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

(a)           Schedules and Documents Relating to Accounts . Borrower shall deliver to Lender transaction reports and schedules of collections, as provided in Section 6.2, on Lender’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Lender’s Lien and other rights in all of Borrower’s Accounts, nor shall Lender’s failure to advance or lend against a specific Account affect or limit Lender’s Lien and other rights therein. If requested by Lender, Borrower shall furnish Lender with copies (or, at Lender’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 Lender, 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 Lender 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 Lender in the regular reports provided to Lender; (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. Borrower shall cause all payments on, and proceeds of, Accounts to be deposited directly by the applicable Account Debtor into an account of Borrower pursuant to the terms hereof. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts into an account of Borrower pursuant to the terms hereof, which after the occurrence and during the continuance of an Event of Default, may be applied pursuant to the terms of Section 9.4 hereof.

(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 Lender, upon request from Lender. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall immediately notify Lender of the return of the Inventory.

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

(f)           No Liability . Lender 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 Lender 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 Lender from liability for its own gross negligence or willful misconduct.

6.4           Remittance of Proceeds . Borrower agrees that it will maintain all proceeds of Collateral into an account of Borrower pursuant to the terms hereof. 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 Lender, 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 Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Lender, or its agents, shall have the right to inspect the Collateral and the right to audit Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per day (or such higher amount as shall represent Lender’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Lender agrees to conduct such inspections and audits no more than once per quarter.

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 Lender may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Lender. All property policies shall have a lender’s loss payable endorsement showing Lender as a lender loss payee and waive subrogation against Lender. All liability policies shall show, or have endorsements showing, Lender as an additional insured. All policies (or their respective endorsements) shall provide that the insurer shall give Lender 30 day notice of a material change or cancellation for underwriting reasons; 45 days for non-renewal; and 10 days for cancellation for non-payment. At Lender’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. 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 Lender, Lender 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 Lender deems prudent.

6.8           Transfers from Future Financings. Borrower shall instruct the escrow agent in any additional financings to make payments to Lender in accordance with Section 2.1.1(d).

Maintain at all times, subject to periodic reporting as described below, on a consolidated basis with respect to Borrower, unless otherwise indicated:

(a)           Liquidity . Borrower shall maintain at all times, certified monthly by Borrower, the sum of (i) Qualified Cash plus (ii) the unused Availability Amount in an amount equal to or greater than One Hundred Thousand Dollars ($100,000).

(a)          (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Lender 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 Lender’s written consent.

(b)          Provide written notice to Lender 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 Lender requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Lender 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) Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Lender’s rights and remedies under this Agreement and the other Loan Documents.

(c)          To the extent not already disclosed in writing to Lender, 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 Lender and shall, at Lender’s request, execute such intellectual property security agreements and other documents and take such other actions as Lender may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Lender in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Lender 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 Lender may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Lender 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 Lender 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 required for Lender to perfect and maintain a first priority perfected security interest in such property.

6.11       Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Lender, without expense to Lender, Borrower and its officers, employees and agents and Borrower’s Books, to the extent that Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Lender 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 Lender of the creation or acquisition of such new Subsidiary and, at Lender’s request, in its sole discretion, take all such action as may be reasonably required by Lender to cause each such Subsidiary to, in Lender’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 Lender a perfected security interest in the stock, units or other evidence of ownership of each Subsidiary.

6.13       Further Assurances. Execute any further instruments and take further action as Lender reasonably requests to perfect or continue Lender’s Lien in the Collateral or to effect the purposes of this Agreement. Borrower shall deliver to Lender, 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 Lender’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) involving Finco or any Subsidiary of Finco; provided that proceeds of any such sale or disposition are deposited into a Collateral Account.

7.2          Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries (other than Finco or any Subsidiary of Finco, for which this Section 7.2 shall be inapplicable) to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; or (b) liquidate or dissolve; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 51% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Lender the venture capital investors prior to the closing of the transaction and provides to Lender a description of the material terms of the transaction).

Borrower shall not, without at least thirty (30) days prior written notice to Lender: (1) add any new offices or business locations (unless such new offices or business locations contain less than Ten Thousand Dollars ($10,000) in Borrower’s assets or property), (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.

7.3          Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries (other than Finco or any Subsidiary of Finco, for which this Section 7.3 shall be inapplicable) 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 without the prior written consent of the Lender, which consent shall not be unreasonably withheld. A Subsidiary may merge or consolidate into Borrower.

7.4          Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary (other than Finco or any Subsidiary of Finco, for which this Section 7.4 shall be inapplicable) to do so, other than Permitted Indebtedness.

7.5          Encumbrance. Create, incur, allow, or suffer any Lien on any of its property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (other than Finco or any Subsidiary of Finco, for which this Section 7.5 shall be inapplicable) 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 Lender) 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 account of Borrower except pursuant to the terms hereof for any period of thirty (30) days or more.

7.7          Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock; or (b) directly or indirectly make any Investment (including, without limitation, any additional Investment in any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries (other than Finco or any Subsidiary of Finco for which this Section 7.7 shall be inapplicable) 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 (i) contemplated by Finco or any Subsidiary of Finco pursuant to the terms and conditions of lease or purchase agreements, and (ii) 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 Lender. Notwithstanding the foregoing, Lender agrees that Borrower may make principal and interest payments due under the securities issued in the Note Financing and that such payments will have first priority during the term of this Agreement provided that Borrower shall satisfy such payments either (a) with Borrower’s Class A Common Stock, or (b) from the collateral account established to hold the unreleased proceeds from the Note Financing.

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 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 within three (3) Business Days after such amounts are due and payable, 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). 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);

(a)          Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, or 6.11, 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, however, 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;

(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 Lender or any Lender 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 thirty (30) 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);

8.6           Other Agreements. There is, under any agreement to which Borrower or any Guarantor 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 or any Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’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 Fifty Thousand Dollars ($50,000) individually, or at least One Hundred and Fifty Thousand Dollars ($150,000), in the aggregate (and in each case, 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 Lender or to induce Lender 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;

8.10         Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8. occurs with respect to any Guarantor, (d) the liquidation, winding up, or termination of existence of any Guarantor; or (e) (i) a material impairment in the perfection or priority of Lender’s Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor; or

8.11         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 (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

9.1          Rights and Remedies. While an Event of Default occurs and continues Lender 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 Lender);

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

(c)          [Reserved]

(d)          terminate any foreign exchange forward contracts;

(e)          demand, sue for, or collect any Account and settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Lender considers advisable, notify any Person owing Borrower money of Lender’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 Lender requests and make it available as Lender designates. Lender 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 Lender a license to enter and occupy any of its premises, without charge, to exercise any of Lender’s rights or remedies;

(g)          apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Lender 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. Lender 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 Lender’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Lender’s benefit;

(i)           place a “hold” on any account maintained with Lender 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 Lender 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 Lender 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 Lender 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 Lender or a third party as the Code permits. Borrower hereby appoints Lender as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Lender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Lender is under no further obligation to make Credit Extensions hereunder. Lender’s foregoing appointment as Borrower’s attorney in fact, and all of Lender’s rights and powers, being coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Lender’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, Lender may obtain such insurance or make such payment, and all amounts so paid by Lender are Lender Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Lender will make reasonable efforts to provide Borrower with notice of Lender obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Lender are deemed an agreement to make similar payments in the future or Lender’s waiver of any Event of Default.

9.4           Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, Lender 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 Lender 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 Lender for any deficiency. If Lender, 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, Lender 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 Lender of cash therefor.

9.5           Lender’s Liability for Collateral. So long as Lender complies with commercially reasonable practices for a non-banking lender regarding the safekeeping of the Collateral in the possession or under the control of Lender, Lender 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. Lender’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 Lender 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. Lender’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Lender has all rights and remedies provided under the Code, by law, or in equity. Lender’s exercise of one right or remedy is not an election and shall not preclude Lender from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Lender’s waiver of any Event of Default is not a continuing waiver. Lender’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 Lender on which Borrower is liable.

9.8           Borrower Liability. Each 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 Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Lender 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 Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Lender and such payment shall be promptly delivered to Lender for application to the Obligations, whether matured or unmatured.

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. Lender 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 Lender by Borrower at the e-mail address of Lender 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). Lender 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.

833 West South Boulder Road

Louisville, CO 80027 Attention: Dennis Lacey, CEO

E-mail: dennis.lacey@rgsenergy.com

With a copies to

Alan Fine, Principal Financial Officer

Alan.fine@rgsfinancing.com             and

Paul Anderson, General Counsel,

Paul.anderson@rgsenergy.com

8450 East Crescent Parkway, Suite 200,

Greenwood Village, CO 80111-2816_

Attention: DJ Alemayehu, Managing Director

dj@soldist.com

Colorado law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Lender each submit to the exclusive jurisdiction of the State and Federal courts in Colorado; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Lender 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 Lender. 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, LENDER SHALL SPECIFICALLY HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE LENDER’S RIGHTS AGAINST BORROWER OR ITS PROPERTY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER 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 Lender or if Lender’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(b). Notwithstanding any such termination, Lender’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. Upon payment in full of the Obligations and at such time as Lender’s obligation to make Credit Extensions has terminated, Lender 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 Lender’s prior written consent (which may be granted or withheld in Lender’s discretion). Lender 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, Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents. Notwithstanding the foregoing, each Borrower consents to the assignment of this Agreement to Lender and confirms and agrees that such assignment complies fully with the requirements of the this Agreement regarding assignment and that neither SVB nor Lender need to obtain any consents from, or take any further action with respect to, Borrower to effectuate such assignment, and if any such consents or further action are or were required, each of the Borrowers waives all such requirements.

12.3        Indemnification. Borrower agrees to indemnify, defend and hold Lender and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Lender (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 Lender 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 Lender 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. Lender 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 Lender 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, Lender shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Lender’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Lender, collectively, “Lender Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Lender shall 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 Lender’s regulators or as otherwise required in connection with Lender’s examination or audit; (e) as Lender considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Lender so long as such service providers have executed a confidentiality agreement with Lender 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 Lender’s possession when disclosed to Lender, or becomes part of the public domain after disclosure to Lender; or (ii) disclosed to Lender by a third party if Lender does not know that the third party is prohibited from disclosing the information.

Lender 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      Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Lender arising out of or relating to the Loan Documents, Lender shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

12.12      Right of Set Off. Borrower hereby grants to Lender, a lien, security interest and right of set off as security for all Obligations to Lender, 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 Lender or any entity under the control of Lender (including a Lender 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, Lender 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 LENDER 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      No Novation . Borrower and Lender hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement) shall be and hereby are superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as superseded by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Lender, or to grant to the Lender a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

12.19.       Waiver and Release . Each of the Borrowers hereby acknowledges and agrees that as of the date hereof it has no offsets, defenses, causes of action, suits, damages, claims, or counterclaims against Lender, or their respective officers, directors, employees, attorneys, representatives, shareholders, predecessors, successor, and assigns (collectively, the “Released Parties”) with respect to, in connection with, or arising from, this Agreement, the other Loan Documents, the Assignment, any contracts, promises, commitments or other agreements to provide, arrange for, or obtain loans or other financial accommodations to or for Borrowers, or otherwise, and that if any of the Borrowers now has, or ever did have, any offsets, defenses, causes of action, suits, damages, claims, or counterclaims against one or more of the Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED, and each of the Borrowers hereby RELEASES the Released Parties from any liability therefor.

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.

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

“ 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 result of the amount available under the Borrowing Base; minus (c) the outstanding principal balance of any Advances.

“ 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.

“ Borrowing Base ” is (a) 75% of Eligible Accounts for all Borrowers, as determined by Lender from Borrower’s most recent Borrowing Base Certificate, plus (b) up to 75% of Eligible Inventory purchased from Lender for all Borrowers and up to 25% of Eligible Inventory purchased from third parties for all Borrowers, as determined by Lender from Borrower’s most recent Borrowing Base Certificate, provided, however, that Lender may decrease the foregoing percentages in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Lender, may adversely affect the Collateral. The Borrowing Base shall be reduced by $12,292 until the tax liens filed in California are released. The Borrowing Base shall not be separately calculated for any individual Borrower.

“ 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 Lender 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 Lender may conclusively rely on such certificate unless and until such Person shall have delivered to Lender 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 Lender is closed or, in the case of Sunetric, a Hawaiian bank holiday.

“ 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) Lender’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.

“ Code ” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of Colorado; 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, Lender’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of Colorado, 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 ” means the WF Collateral 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 Lender pursuant to which Lender 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 or other extension of credit by Lender for Borrower’s benefit under this Agreement.

“ 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).

“ 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.

“ Domestic Subsidiary ” is any Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.

“ 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 Lender 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.

“ Effective Date ” is defined in the preamble hereof.

“ Eligible Accounts ” are Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3 and shall expressly include: