Liberated Syndication Inc. (Form: 8-K, Received: 01/03/2018 06:04:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 27, 2017

LIBERATED SYNDICATION, INC.

(Exact name of registrant as specified in its charter)


Nevada	333-209599	47-5224851
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


5001 Baum Boulevard, Pittsburgh, PA		15213
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (412) 621-0902

(Former name or former address, if changed since last report.)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into Material Definitive Agreement

On December 27, 2017, Liberated Syndication, Inc. (the “Company”) entered into and consummated a share purchase agreement (the “Share Purchase Agreement”) with Kevin Martin (“Seller”), pursuant to which the Company acquired all the outstanding capital stock of pair Networks, Inc., a Pennsylvania corporation (“pair Networks”), in exchange for consideration of $16,063,778, consisting of $13,563,788 in cash, $4,190,461 of which was used to pay pair Network’s net debt and transaction expenses), and $2,500,000 million in stock, consisting of 1,579,613 shares of the Company’s common stock, par value $0.001 per share. The value of the shares of the Company’s common stock issued as share consideration was based on the average closing daily price per share of the Company’s common stock in the OTCQB® Venture Market for each of the 30 trading days ending on the day immediately preceding the date of the Share Purchase Agreement. Pursuant to the Share Purchase Agreement, $1.0 million of the share portion of the consideration, based on the average price, was placed into an escrow account to serve as security for the indemnification obligations of Seller for the benefit of the Company.

The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is incorporated herein by reference and is filed as Exhibit 2.1 to this Form 8-K.

On December 27, 2017, the Company entered into a loan agreement (the “Loan Agreement”) among the Company, Webmayhem, Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Company (“Webmayhem”), and pair Networks (pair Networks, together with Libsyn and Webmayhem, the “Borrowers”), and First Commonwealth Bank, a Pennsylvania bank and trust company (the “Bank”).

The Loan Agreement provides for: (i) a revolving credit facility pursuant to which the Borrowers may borrow up an aggregate principal amount not to exceed $2,000,000 (the “Revolving Credit Facility”); and (ii) a term loan in a principal amount equal to $8,000,000 (the “Term Loan” and, together with the Revolving Credit Facility, the “Facility”). A portion of the Revolving Credit Facility, up to $500,000, may be used for standby letters of credit for the account of any of the Borrowers.

The Term Loan is repayable in quarterly installments of $400,000 commencing on March 30, 2018 and on the last day of each June, September, December and March thereafter, through and including September 30, 2022. Accrued interest is payable in arrears not less frequently than quarterly. The remaining unpaid principal balance of the Term Loan, together with accrued interest thereon, is due and payable in full on December 27, 2022.

The Borrowers have granted the Bank a blanket security interest in their respective assets, and the Company has pledged the stock of Webmayhem and pair Networks to the Bank, as security for their obligations under the Loan Agreement.

Borrowings under the Facility are at variable rates which are, at the borrowers’ option, tied to LIBOR (London Interbank Offered Rate) plus an applicable rate or a prime rate. Interest rates are subject to change based on the borrowers’ combined cash balances. The Facility contains covenants that may have the effect of limiting the ability of the borrowers to, among other things, merge with or acquire other entities, enter into a transaction resulting in a change in control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, engage in new lines of business or sell a substantial part of its assets. The Facility also requires the borrowers to maintain certain consolidated fixed charge coverage ratios and minimum liquidity balances.

The Facility also contains customary events of default, including (but not limited to) default in the payment of principal or, following an applicable grace period, interest, breaches of the Company’s covenants or warranties under the Facility, payment default or acceleration of certain indebtedness of the Company or any subsidiary, certain events of bankruptcy, insolvency or liquidation involving the Company or its subsidiaries, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans.

On December 27, 2017, the Company drew $10,000,000 under the Facility to finance a portion of the cash consideration payable to the Seller pursuant to the Share Purchase Agreement described under Item 1.01 above.

The foregoing description of the Loan Agreement is qualified in its entirety by reference to the full text of the Loan Agreement, which is incorporated herein by reference and is filed as Exhibit 10.1 to this Form 8-K.

Item 2.01. Completion of Acquisition or Disposition of Assets

As described above in Item 1.01, which information is incorporated in this Item 2.01 by reference, on December 27, 2017, the Company entered into the Share Purchase Agreement and acquired all the outstanding capital stock of pair Networks.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As described above in Item 1.01, which information is incorporated in this Item 2.03 by reference, on December 27, 2017, the Company entered into the Facility.

Item 3.02 Unregistered Sales of Equity Securities .

As described above in Item 1.01, in connection with the Share Purchase Agreement, the Company issued 1,579,613 shares of common stock to Seller. The issuance of the shares was in reliance on the exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The shares sold are subject to transfer restrictions, and the certificates evidencing the shares contain an appropriate legend stating that such shares have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

Item 8.01 Other Events

On January 3, 2018, the Company issued a press release announcing that it completed its acquisition of pair Networks. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits .

(a) Financial Statements of Business Acquired.

The Company will file the financial statements required to be filed by this Item 9.01(a) not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Company will file the financial statements required to be filed by this Item 9.01(b) not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.	Description
2.1	Share Purchase Agreement, dated December 27, 2017, between Liberated Syndication, Inc. and Kevin Martin.*

10.1	Loan Agreement, dated December 27, 2017, among Liberated Syndication, Inc., Webmayhem, Inc., and pair Networks, Inc. and First Commonwealth Bank.

99.1	Auditors Opinion and pair Networks, Inc. and Subsidiary Consolidated Financial Statements

99.2	Liberated Syndication Inc. and Subsidiaries and pair Networks Inc. and Subsidiaries, Unaudited pro forma combined consolidated financial information.

99.3	Press Release dated January 3, 2018.

*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Liberated Syndication, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURE

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

	LIBERATED SYNDICATION, INC.

January 3, 2018	By:	/s/ John Busshaus
		John Busshaus
		Chief Financial Officer

LIBERATED SYNDICATION, INC.

EXHIBIT INDEX

Exhibit No.	Description
2.1	Share Purchase Agreement, dated December 27, 2017, between Liberated Syndication, Inc. and Kevin Martin.*

10.1	Loan Agreement, dated December 27, 2017, among Liberated Syndication, Inc., Webmayhem, Inc., and pair Networks, Inc. and First Commonwealth Bank.

99.1	Auditors Opinion and pair Networks, Inc. and Subsidiary Consolidated Financial Statements

99.2	Liberated Syndication Inc. and Subsidiaries and pair Networks Inc. and Subsidiaries, Unaudited pro forma combined consolidated financial information

99.3	Press Release dated January 3, 2018.

*	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Liberated Syndication, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Exhibit 2.1

SHARE PURCHASE AGREEMENT

among

LIBERATED SYNDICATION, INC.

(“BUYER”)

and

KEVIN MARTIN

(“SELLER”)

dated

December 27, 2017

TABLE OF CONTENTS

Article I PURCHASE AND SALE OF SHARES		PAGE
1.01	Purchase and Sale of Shares	3
1.02	Calculation of Purchase Price	3
1.03	The Closing	6
1.04	Withholding	8
Article II REPRESENTATIONS AND WARRANTIES OF SELLER AS TO THE COMPANY		8
2.01	Organization and Corporate Power	8
2.02	Subsidiaries	9
2.03	No Breach, Default, Violation or Consent	9
2.04	Ownership and Control	9
2.05	Financial Statements	10
2.06	Tax Matters	12
2.07	Personal Property	14
2.08	Real Property	15
2.09	Intellectual Property	15
2.1	Contracts and Commitments	19
2.11	Absence of Certain Developments	22
2.12	Compliance with Laws; Permits	23
2.13	Litigation	24
2.14	Employee Benefit Plans	24
2.15	Employment and Labor Matters	27
2.16	Insurance	28
2.17	Privacy and Data Security	28
2.18	Environmental Matters	29
2.19	Customers and Suppliers	30
2.2	Affiliate Transactions	31
2.21	Brokers	31
2.22	Warranties	31
2.23	Bank Accounts; Powers of Attorney	31
2.24	Full Disclosure	31
Article III REPRESENTATIONS AND WARRANTIES OF SELLER AS TO SELLER		32
3.01	Legal Capacity	32
3.02	Execution and Enforceability	32
3.03	No Breach, Default, Violation or Consent	32
3.04	Ownership	32
3.05	Litigation	33
3.06	Brokers	33
3.07	Investment Representations	33

Exhibit A - Letter of Instruction

Exhibit B - Escrow Agreement

Exhibit C - Closing Payment Certificate

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “ Agreement ”) is made as of December 27, 2017, by and between KEVIN MARTIN, an individual (“ Seller ”), and LIBERATED SYNDICATION, INC., a Nevada corporation (“ Buyer ”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Section 7.11 below.

RECITALS:

WHEREAS, Seller owns all of the issued and outstanding capital stock (collectively, the “ Shares ”) of pair Networks, Inc., a Pennsylvania corporation (the “ Company ”), which as of the date hereof consists of 800,000 shares of Common Stock; and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, conditions and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

1.01 Purchase and Sale of Shares . Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells, assigns, transfers and conveys the Shares to Buyer, and Buyer hereby purchases and acquires the Shares from Seller, in exchange for the Purchase Price.

1.02 Calculation of Purchase Price .

(a) For purposes of this Agreement, the “ Purchase Price ” means an amount equal to the sum of:

(i) the number of shares of common stock, par value $0.001 per share, of Buyer (“ Buyer Common Stock ”), that is calculated by dividing TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) by the average closing daily price per share of Buyer Common Stock in the OTCQB® Venture Market, as reported by Yahoo Finance, for each of the thirty (30) trading days ending on the day immediately preceding the date of this Agreement (the “ Average Price ”), with any fractional share rounded up to the nearest whole share of Buyer Common Stock (such number of shares, the “ Buyer Shares ”); and

(ii) the sum of the following items (such sum, the “ Cash Consideration ”):

(A) THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000) in cash;

(B) plus the total amount of Cash determined as of immediately prior to the Closing;

(D) minus the outstanding amount of Indebtedness determined as of immediately prior to the Closing;

(E) minus the unpaid Seller Transaction Expenses; and

(F) plus or minus the amount by which the Net Working Capital determined as of immediately prior to the Closing exceeds or is less than, as applicable, the Net Working Capital Target.

(b) At least two (2) business days prior to the date of this Agreement, Seller shall have delivered to Buyer (i) a written statement (the “ Estimated Closing Statement ”) that sets forth its good faith estimate of (A) Cash as of immediately prior to Closing (“ Estimated Closing Cash ”), (B) Indebtedness as of immediately prior to Closing (“ Estimated Closing Indebtedness Amount ”), (C) the unpaid Seller Transaction Expenses (“ Estimated Seller Transaction Expenses ”), and (D) the Net Working Capital as of immediately prior to the Closing (“ Estimated Closing Net Working Capital ”), and its good faith estimate of the Cash Consideration based on such estimated components (the “ Estimated Cash Consideration ”), (ii) a payoff letter prepared in good faith in a form to be reasonably approved by Buyer from each holder of Indebtedness that is being repaid at the Closing showing the payoff amount in respect of such Indebtedness determined as of immediately prior to the Closing and wire transfer instructions for payment thereof from the respective holders of such Indebtedness (each, a “ Payoff Letter ”), (iii) a written schedule of all unpaid Seller Transaction Expenses and wire transfer instructions for payment thereof from the respective service providers (the “ Transaction Expense Statement ”), and (iv) a proposed allocation schedule in respect of the Purchase Price and any other amounts treated as purchase consideration for U.S. federal income Tax purposes.

(c) The Estimated Closing Statement will be prepared in a manner consistent with the definitions of the terms Cash, Indebtedness, Seller Transaction Expenses and Net Working Capital and the Agreed Accounting Principles. To assist Buyer in its review of the Estimated Closing Statement, the Company shall make available to Buyer and its representatives such information and detail used in connection therewith that is reasonably requested by Buyer. The Company will consider all comments made by Buyer to the Estimated Closing Statement and shall make such changes thereto as it determines in good faith to be appropriate to reflect such comments; provided, that if the parties cannot agree on the Estimated Closing Statement in advance of the Closing, the Company’s Estimated Closing Statement shall be deemed accepted by Buyer for purposes of the Closing; provided, further, that such deemed acceptance shall not limit or otherwise affect Buyer’s remedies under this Agreement or constitute an acknowledgment by Buyer of the accuracy of the Estimated Closing Statement.

(d) As promptly as possible, but in any event within sixty (60) days after the Closing Date, Buyer will deliver to Seller a written statement (the “ Closing Statement ”) that sets forth its good faith calculation of (i) Cash as of immediately prior to Closing (“ Closing Cash ”), (ii) Indebtedness as of immediately prior to Closing (“ Closing Indebtedness Amount ”), (iii) the unpaid Seller Transaction Expenses (“ Closing Seller Transaction Expenses ”), and (iv) the Net Working Capital as of immediately prior to the Closing (“ Closing Net Working Capital ”), and its calculation of the Cash Consideration based on such components. The Closing Statement will be prepared in a manner consistent with the definitions of the terms Cash, Indebtedness, Seller Transaction Expenses, Net Working Capital and the Agreed Accounting Principles.

(e) Buyer will, and will cause the Acquired Companies to, (i) provide Seller and his representatives with reasonable access during normal business hours to the books and records (including, subject to the execution and delivery by Seller of customary accountant access letter(s), work papers, schedules, memoranda and other documents as reasonably may be requested) of the Acquired Companies for purposes of their review of the Closing Statement, and (ii) cooperate reasonably with Seller and his representatives in connection with such review. If Seller has any objections to any item(s) of the Closing Statement, Seller will deliver to Buyer a statement setting forth Seller’s objections thereto (an “ Objections Statement ”), which statement will identify in reasonable detail those items and amounts to which Seller objects (the “ Disputed Items ”). If an Objections Statement is not delivered to Buyer within forty-five (45) days after delivery of the Closing Statement, the Closing Statement as prepared by Buyer will be final, binding and non-appealable by the parties hereto; provided that, in the event Buyer or any Acquired Company does not provide any papers or documents reasonably requested by Seller or any of his representatives within two (2) days of request therefor (or such shorter period as may remain in such forty-five (45) day period), such forty-five (45) day period will be extended by two (2) days for each additional day required for Buyer or any Acquired Company to fully respond to such request. Seller and Buyer will negotiate in good faith to resolve the Disputed Items, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement to Buyer, Seller and Buyer will submit any unresolved Disputed Items to Grant Thornton or a nationally recognized independent accounting firm who is mutually agreeable and shall not have had a material relationship with Seller, Buyer or any of their respective Affiliates within two (2) years preceding the appointment (the “ CPA Firm ”). If Buyer and Seller cannot agree on the selection of an independent accounting firm to act as CPA Firm within such time period, Buyer and Seller shall request that the American Arbitration Association appoint an independent CPA Firm, and such appointment shall be conclusive and binding on the parties. Buyer and Seller shall use commercially reasonable efforts to cause the CPA Firm to make a determination within forty-five (45) days after acceptance of its appointment as CPA Firm, based solely on written submissions by Buyer and Seller and their respective representatives and not by independent review, only as to those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the Cash Consideration which shall be conclusive and binding on the parties. The CPA Firm shall resolve any such disagreements acting as an expert and not an arbitrator, and its decision shall be final and binding on the parties upon delivery of its written report. In resolving any Disputed Item, the CPA Firm (i) shall be bound by the provisions of this Agreement and (ii) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the CPA Firm (A) shall be borne by Buyer in the proportion that the aggregate dollar amount of such items so submitted that are successfully disputed by Seller (as finally determined by the CPA Firm) bears to the aggregate dollar amount of such items so submitted and (B) shall be borne by Seller in the proportion that the aggregate dollar amount of such Disputed Items so submitted that are unsuccessfully disputed by Seller (as finally determined by the CPA Firm) bears to the aggregate dollar amount of such items so submitted. The Closing Cash, the Closing Indebtedness Amount, the Closing Seller Transaction Expenses, the Closing Net Working Capital, and the Cash Consideration as finally determined in accordance with the terms of this Section 1.02(e) shall be referred to as the “ Final Closing Cash ,” “ Final Indebtedness Amount ,” “ Final Seller Transaction Expenses ,” the “ Final Net Working Capital ,” and the “ Final Cash Consideration ,” respectively.

(f) Adjustment Amount:

(i) The “ Cash Adjustment Amount ”, which may be positive or negative, means the Final Closing Cash less the Estimated Closing Cash.

(ii) The “ Indebtedness Adjustment Amount ”, which may be positive or negative, means the Estimated Closing Indebtedness Amount less the Final Indebtedness Amount.

(iii) The “ Seller Transaction Expense Adjustment Amount ”, which may be positive or negative, means the Estimated Seller Transaction Expenses less the Final Seller Transaction Expenses.

(iv) The “ Net Working Capital Adjustment Amount ”, which may be positive or negative, means the Final Net Working Capital less the Estimated Closing Net Working Capital.

(v) The “ Final Adjustment Amount ”, which may be positive or negative, means the sum of the Cash Adjustment Amount plus the Indebtedness Adjustment Amount plus the Seller Transaction Expense Adjustment Amount plus the Net Working Capital Adjustment Amount.

(g) If the Final Adjustment Amount is a positive number, then within five (5) business days after the determination of such amount, Buyer will pay an amount equal to such excess to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer; provided that Buyer may pay up to 15% of such excess by delivering additional Buyer Shares to Seller valued at the Average Price.

(h) If the Final Adjustment Amount is a negative number, then within five (5) business days after the determination of such amount, Seller will pay to Buyer, by wire transfer of immediately available funds, an amount equal to the absolute value of such shortfall to an account designated in writing by Buyer to Seller; provided that Seller may pay up to 15% of such shortfall by delivering Buyer Shares valued at the Average Price.

(i) All payments required pursuant to Section 1.02(g) or Section 1.02(h) will be deemed to be adjustments for Tax purposes to the Purchase Price, except as otherwise required by applicable law.

1.03 The Closing .

(a) The consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place electronically by the remote exchange of signatures on the date hereof (the “ Closing Date ”), or such other date and location as Buyer and Seller may otherwise reasonably agree, and the transactions contemplated by this Agreement shall be deemed effective at 17:00 EST on the Closing Date.

(b) At the Closing or on the date otherwise set forth below, Buyer shall, in each case in the respective amounts set forth in the Closing Payment Certificate:

(i) not later than the first business day following the Closing Date, submit the letter of instruction attached hereto as Exhibit A to Interwest Transfer Co, Inc., the registrar and transfer agent for shares of Buyer Common Stock, that directs the transfer agent to issue and deliver to: (A) Seller, a stock certificate registered in the name of Seller that represents the number of shares of Buyer Common Stock equal to the Buyer Shares determined pursuant to Section 1.02(a)(i) less the Escrow Shares; and (B) the Escrow Agent, a stock certificate registered in the name of Seller that represents the number of shares of Buyer Common Stock equal to the Escrow Shares (which stock certificate shall be deposited into the escrow account established pursuant to, and held by the Escrow Agent in accordance with the terms of, the escrow agreement (the “ Escrow Agreement ”) in substantially the form attached hereto as Exhibit B .

(ii) pay and deliver the Estimated Cash Consideration (as calculated based upon the Estimated Closing Statement) to Seller by means of a wire transfer of immediately available funds to an account designated by Seller as specified on the Closing Payment Certificate to Buyer in writing not less than two (2) business days prior to the Closing Date;

(iii) on behalf of the Acquired Companies, cause the Indebtedness outstanding immediately prior to the Closing to each Person and in the amounts specified on the Closing Payment Certificate to be repaid in full to the party or parties entitled thereto pursuant to the Payoff Letters; and

(iv) on behalf of the Acquired Companies, pay or cause to be paid all unpaid Seller Transaction Expenses to each Person and in the amounts specified on the Closing Payment Certificate by wire transfer of immediately available funds to the accounts designated by the applicable service providers as set forth in the Transaction Expense Statement.

(i) a stock certificate(s) representing the Shares, accompanied by duly executed stock power(s) duly endorsed to Buyer;

(ii) duly executed written resignations of Kevin Martin, effective as of the Closing, as the sole director and an officer of each of the Acquired Companies, and duly executed resignations of any other officers of each of the Acquired Companies, effective as of the Closing, as officers (but not as employees) of each of the Acquired Companies;

(iii) final invoices submitted by each Person to whom any Seller Transaction Expenses are owed as of the Closing, which shall state that the amount invoiced thereby represents all Seller Transaction Expenses payable to such Person;

(iv) duly executed written instruments releasing any Lien (other than a Permitted Lien) on the Shares, on any other equity interests of the Acquired Companies and on any asset of the Acquired Companies and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any such Lien;

(v) a duly executed and undated stock power endorsed to Buyer (which stock power shall be deposited by Buyer into the escrow account together with the stock certificate representing the Escrow Shares and shall be held by the Escrow Agent in accordance with the Escrow Agreement);

(vi) duly executed written instructions to each bank and other financial institution with whom any Acquired Company deposits funds that rescind the authorization of Kevin Martin and any other officer who prior to the Closing is authorized to draw on any account and that appoint Laurie Sims and John Busshaus as each Acquired Company’s authorized representatives and signatories in replacement of Kevin Martin and any such other Persons.

1.04 Withholding . Buyer shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to Seller or any other Person such amounts as Buyer is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law and to properly remit (or to have the Acquired Companies remit through their payroll systems) such deducted or withheld amounts to the appropriate Tax authority. To the extent that any such amounts are so deducted, withheld and paid to the proper Tax authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person with respect to which such withholding and deduction was made.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER AS TO THE COMPANY

To induce Buyer to enter into the Transaction Documents and consummate the transactions contemplated thereby, Seller makes the following representations and warranties to Buyer as of the date of this Agreement and as of the Closing, except as disclosed by the Company in the written Disclosure Schedule provided to Buyer dated the date of this Agreement, which shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II , and the disclosure in any section or subsection of the Disclosure Schedule corresponding to any section or subsection of this Article II shall qualify other sections and subsections in this Article II to the extent it is reasonably clear on the face of the disclosed information that such disclosed information also qualifies such other sections and subsections.

2.01 Organization and Corporate Power . The Company is a corporation duly organized and presently subsisting under the laws of the Commonwealth of Pennsylvania. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as conducted. The Company is qualified to do business in each jurisdiction in which its ownership, leasing or operation of property or assets or the conduct of its business as conducted requires it to qualify, except where the failure to be so qualified would not be material to the Company. The Company has made available to Buyer complete and correct copies of its Organizational Documents, and each such Organizational Document is in full force and effect as of the date hereof. The Company is not in violation in any material respect of its Organizational Documents.

2.02 Subsidiaries . Schedule 2.02 lists each Subsidiary of the Company (together with the Company, each an “ Acquired Company ” and collectively, the “ Acquired Companies ”). Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite corporate or other legal entity power and authority to own, lease and operate its properties and to carry on its business as conducted. Each of the Company’s Subsidiaries is qualified to do business in each jurisdiction in which its ownership, leasing or operation of property or assets or the conduct of its business as conducted requires it to qualify, except where the failure to be so qualified would not be material to the Company. The Company has made available to Buyer complete and correct copies of the Organizational Documents of each Subsidiary, and each such Organizational Document is in full force and effect as of the date hereof. None of the Subsidiaries is in violation in any material respect of its Organizational Documents.

2.03 No Breach, Default, Violation or Consent . The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not, (a) constitute or result in any breach or violation of or any default under the Organizational Documents of any Acquired Company, (b) conflict with or result in any breach of, constitute a default under, result in a violation of, result in the creation of any Lien upon any assets of any Acquired Company, give rise to a right to terminate, or require the obtaining of any consent or approval of or the giving of any notice to any third party (other than any Governmental Entity), under the provisions of any Material Contract to which any Acquired Company is bound or by which any of its assets is bound, (c) constitute or result in any violation of any Law or Order to which any Acquired Company is subject, or (d) require any notices, reports or other filings to be made by any Acquired Company with, or any consents, registrations, approvals, permits or authorizations to be obtained by any Acquired Company from, any Governmental Entity, other than, (i) in the cases of clauses (b) and (c) hereof, any such conflicts, breaches, defaults, violations, Liens, terminations, failures to obtain consents or approvals or failures to give notices that, individually or in the aggregate, would not be material to the Acquired Companies, and (ii) in the case of clause (d) hereof, any such notices, reports, filings, consents, registrations, approvals, permits or authorizations, the failure to make or obtain would not, individually or in the aggregate, be material to the Acquired Companies.

2.04 Ownership and Control .

(a) Schedule 2.04(a) sets forth a list of (i) the authorized capitalization of the Company, (ii) the number of Shares which are issued and outstanding, and (iii) the ownership of the Shares. The Shares were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Company), rights of first refusal or similar rights and constitute all of the issued and outstanding shares of the Company’s capital stock and no Person has a claim as to ownership of any equity security of the Company. There are no other equity securities (whether convertible or otherwise) of the Company except for the Shares.

(b) Schedule 2.04(b) sets forth a list of (i) the authorized capitalization of each Subsidiary, (ii) the number of equity securities (whether convertible or otherwise) of each Subsidiary which are issued and outstanding and (iii) the ownership of such equity securities. Such equity securities were duly authorized and validly issued, are fully paid and non-assessable, were offered, issued, sold and delivered in compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights (including any preemptive rights set forth in the Organizational Documents of the Acquired Companies), rights of first refusal or similar rights and constitute all of the issued and outstanding equity securities (whether convertible or otherwise) of each Subsidiary and no Person has a claim as to ownership of any equity security (whether convertible or otherwise) of a Subsidiary. The Company or a Subsidiary, as applicable, has good title to all of such equity securities that are owned by them as shown on Schedule 2.04 , free and clear of all Liens.

(c) Except as otherwise disclosed on Schedule 2.04(c) , there are no outstanding (i) options, warrants, agreements or other rights for the acquisition of the equity securities of any Acquired Company, (ii) securities or other obligations of any Acquired Company which are exercisable, convertible into or exchangeable for such equity securities or (iii) options, sale agreements, equity holder agreements, pledges, proxies, voting trusts, powers of attorney, restrictions on transfer or other agreements or instruments which are binding on any Acquired Company or Seller and which relate to the ownership, issuance, voting or transfer of any of such equity securities. Except for the equity securities of the Subsidiaries set forth on Schedule 2.04(c) , the assets of the Acquired Companies do not include any stock, partnership interest, joint venture interest or other equity interest in any other Person.

(d) Since January 1, 2015, no Acquired Company has had any direct or indirect Subsidiaries (other than another Acquired Company) or other predecessors, and no Acquired Company owns, of record or beneficially, or controls, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any Person (other than an Acquired Company), whether active or dormant, nor is any Acquired Company, directly or indirectly, a participant in any joint venture, partnership, limited liability company, trust, association or other non-corporate entity. There are no trusts or similar entities or instruments of guardianship or custodianship in existence for the benefit of any Acquired Company.

2.05 Financial Statements .

(a) Schedule 2.05(a) consists of complete copies of: (i) the Company’s unaudited consolidated balance sheet as of September 30, 2017 (the “ Interim Balance Sheet ”) and the related unaudited consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the nine-month period then ended, (ii) the Company’s audited consolidated balance sheet and audited consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year ended December 31, 2016, and (iii) the Company’s audited consolidated balance sheet and audited consolidated statements of comprehensive income, changes in shareholders equity and cash flows for the year ended December 31, 2015 (all such financial statements referred to in clauses (i) through (iii), including, in the case of clauses (ii) and (iii), the notes and schedules thereto and the reports by the independent auditor thereof, the “ Financial Statements ”).

(b) Each Financial Statement (including the notes thereto) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and fairly presents in all material respects the consolidated assets, liabilities, business, financial condition, results of operations and cash flows of the Acquired Companies as of the dates, and for the periods, indicated thereon (subject, in the case of the unaudited Financial Statements referred to in Section 2.05(a)(i) above to (i) the absence of footnote disclosures and (ii) normal recurring year-end audit adjustments that are not material in nature or amount). Since the date of the Interim Balance Sheet, there have been no material changes in the accounting policies of the Acquired Companies (including any change in depreciation or amortization policies or rates, or policies with respect to reserves for uncollectible accounts receivable or excess or obsolete inventory) and no revaluation of any Acquired Company’s properties or assets. Schedule 2.05(b) lists all Indebtedness of the Acquired Companies including the outstanding principal, the accrued but unpaid interest and any applicable prepayment or call penalty or premium.

(c) No Acquired Company is subject to any material liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) except for (i) liabilities reflected on the Company’s audited consolidated balance sheet as of December 31, 2016 and the notes thereto and the Interim Balance Sheet and not previously paid or discharged, (ii) liabilities that have arisen since the Interim Balance Sheet in the ordinary course of business and are similar in nature to, and not greater in amount in any material respect than, the liabilities that arose during the comparable period of time in the immediately preceding fiscal period and (iii) contractual and other liabilities incurred in the ordinary course of business that are not required by GAAP to be reflected on a balance sheet (in each case, none of which relates to any breach of contract, breach of warranty or violation of Law).

(d) The Acquired Companies maintain proper and adequate internal accounting controls which provide assurance (i) that transactions are executed with management’s authorization, (ii) that transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Acquired Companies and to maintain accountability for each of the Acquired Companies’ assets, (iii) that access to the Acquired Companies’ assets is permitted only in accordance with management’s authorization, (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Acquired Companies’ assets and (v) that accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

(e) The Company has delivered to Buyer copies of all management letters and letters to or from an Acquired Company’ accountants, if any, relating to any audit or review of the financial statements or books and records of any Acquired Company since January 1, 2015. The Company has reported to Buyer in writing any fraud, whether or not material, that involves management or other employees who participate in the preparation of the Acquired Companies’ financial statements or have a significant role in the maintenance of the books and records since January 1, 2015.

(f) All accounts receivable of the Acquired Companies reflected on the Interim Balance Sheet (other than those paid since such date) are valid receivables that have arisen out of bona fide sales in the ordinary course of business. All accounts receivable of the Acquired Companies that have arisen since the date of the Interim Balance Sheet are valid receivables that have arisen out of bona fide sales in the ordinary course of business. To Seller’s knowledge, no Acquired Company has received any written notice from an account debtor stating that any account receivable is subject to any contest, claim or setoff by such account debtor.

2.06 Tax Matters . Except as otherwise disclosed on Schedule 2.06 :

(a) The Company has been a validly electing and qualifying S-corporation within the meaning of Section 1361 and Section 1362 of the Code at all times since January 1, 2005. Schedule 2.06(a) identifies each Subsidiary of the Company that is a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code. Each Subsidiary of the Company so identified on Schedule 2.06(a) is and has been a valid qualified subchapter S subsidiary at all times since the date shown next to such Subsidiary on Schedule 2.06(a) . The Company will not be liable for any Tax under Section 1374 of the Code in connection with the deemed sale of Company assets (including the assets of any Subsidiary of the Company identified as a qualified subchapter S subsidiary on Schedule 2.06(a) ) caused by the Section 338(h)(10) Election. Neither the Company nor any Subsidiary of the Company identified as a qualified subchapter S subsidiary on Schedule 2.06(a) has (i) acquired assets from another corporation (or entity treated as a corporation for U.S. federal income Tax purposes) in a transaction in which the Company’s or Subsidiary’s tax basis for the acquired assets was determined, in whole or in part, by reference to the tax basis of the acquired assets (or any other property) in the hands of the transferor; or (ii) acquired the stock of any corporation (or the equity interest in any other entity treated as a corporation for U.S. federal income Tax purposes) that is a qualified subchapter S subsidiary.

(b) The Acquired Companies have filed all Tax Returns that are required to be filed by them and all such Tax Returns are true, correct and complete in all material respects. Each Acquired Company has paid all Taxes due and payable by such Acquired Company. No Acquired Company currently is the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where any Acquired Company does not file Tax Returns that such Acquired Company is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes on the assets of any Acquired Company, other than Liens for Taxes not yet due and payable.

(c) Except as set forth on Schedule 2.06(c) , all Taxes that each Acquired Company is or was required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity, and each of the Acquired Companies has complied in all material respects with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in connection with amounts paid or allocated to any employee, independent contractor, creditor, or other third party.

(d) No examination or audit by any Governmental Entity of any Tax Return of any Acquired Company is currently in progress. No Acquired Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver or extension is currently in effect.

(e) No Acquired Company has made any payments, is obligated to make any payments or is a party to any agreement that would reasonably be expected to obligate it to make any payments, that may be treated as an “excess parachute payment” under Section 280G of the Code (or any corresponding or similar provision of state, local or non-U.S. Law); or that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law). No Acquired Company has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period described in Section 897(c)(1)(A)(ii). No Acquired Company is or has been a party to any “reportable transaction” as defined in Section 6707A(c)(1) and Treasury Regulation Section 1.6011-4(b).

(f) No Acquired Company (i) is party to, bound by or has any obligation under any Tax allocation, indemnity or sharing agreement other than any agreement entered into in the ordinary course of business, the primary purpose of which is not the allocation, indemnification, or sharing of Taxes, (ii) has, within the past two years, been either a “distributing corporation” or a “controlled corporation” in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable, or (iii) has participated in any “reportable transaction” within the meaning of Section 6011 of the Code and any regulations promulgated thereunder.

(g) Since January 1, 2015, no written claim has been received by an Acquired Company from any Governmental Entity in a jurisdiction where such Acquired Company does not file Tax Returns, which written claim asserts that such Acquired Company is or may be subject to taxation by that jurisdiction.

(h) No Acquired Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting for a taxable period ending on or prior to the Closing Date (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date; (iv) any gain recognition agreement entered into pursuant to Section 367 of the Code; (v) any intercompany transaction engaged in prior to the Closing Date or excess loss account described in Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law) in existence prior to the Closing Date, (vi) any installment sale or open transaction disposition made prior to the Closing Date, (vii) any prepaid amount received prior to the Closing Date (other than any such amounts received by the Acquired Company in the ordinary course of business), or (viii) any election pursuant to Section 108(i) of the Code (or any corresponding or similar provision of state, local or foreign law) made prior to the Closing Date.

(i) No Acquired Company is or has been a member of an affiliated, consolidated, combined or unitary group filing a consolidated, combined, unitary or other Tax Return (other than a group for which any Acquired Company serves or served as the parent corporation) or has any liability for the Taxes of any Person (other than the Acquired Companies) under Treasury Regulation Section 1.1502-6 or any corresponding or similar provision of state, local or foreign law, or as a transferee or successor.

(j) The Company has provided to Buyer copies of (i) all Income Tax and all other material Tax Returns of each Acquired Company for all taxable periods for which the statute of limitations has not yet expired; (ii) all private letter rulings, revenue agent reports, audit reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by or agreed to by or on behalf of any Acquired Company relating to Taxes for all taxable periods for which the statute of limitations has not yet expired; and (iii) all material agreements, rulings, settlements, or other tax documents with or from any Governmental Entity relating to Tax incentives of any Acquired Company.

(k) No Acquired Company (i) is a “controlled foreign corporation” as defined in Section 957 of the Code; (ii) is or has been a passive foreign investment company within the meaning of Sections 1291-1297 of the Code, or (iii) has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

2.07 Personal Property . Each Acquired Company is the true and lawful owner of, and has good and valid title to the tangible personal property (the “ Owned Personal Property ”) reflected on its books and records as being owned by such Acquired Company, free and clear of all Liens, except for any Permitted Liens. All leased tangible personal property (the “ Leased Personal Property ” and together with the Owned Personal Property, the “ Assets ”) used by each Acquired Company in the ordinary course of business is used pursuant to valid, subsisting and enforceable leases, subleases, licenses and other agreements binding upon such Acquired Company (as applicable) and, to the Company’s knowledge, each other party thereto, in accordance with their terms in all material respects. The Assets constitute all of the tangible assets, rights and properties (other than Real Property) necessary for the conduct of the business of the Acquired Companies as of the date hereof. All of the tangible Assets have been maintained in a commercially reasonable manner and are in reasonable operating condition and repair, ordinary wear and tear excepted. All tangible Assets (other than Real Property) are located on the Real Property. The Company has made available to Buyer a list of all fixed Assets of any Acquired Company as of the date of the Interim Balance Sheet, having a historical cost in excess of $15,000, and indicating (i) all Liens (other than Permitted Liens) attaching to such fixed Assets and (ii) which of such Assets are owned and which are leased by an Acquired Company from another Person (and identifies the particular Acquired Company).

2.08 Real Property .

(a) The Acquired Companies do not own any real property.

(b) Schedule 2.08(b) sets forth a list of all leases, subleases, licenses or other occupancy agreements (the “ Leases ”) for all land, building, fixtures or other real property in which an Acquired Company has a leasehold, sub-leasehold, license, concession or other right to occupy (the “ Leased Real Property ”).

(c) With respect to the Leased Real Property, the Company has provided Buyer a copy of every such Lease. An Acquired Company has a valid and enforceable leasehold estate in and to each Leased Real Property, free and clear of all Liens, except Permitted Liens. All Leases are in full force and effect and have not been modified or amended, and there exists no breach of or default under any such Lease by an Acquired Company or, to the Company’s knowledge, the other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by an Acquired Company or, to the Company’s knowledge, the other party thereto, except in each such case for any such breach or default that, individually or in the aggregate, would not be material to the Acquired Companies taken as a whole. Except as set forth in Schedule 2.08(c) , no Acquired Company leases or subleases (or has granted occupancy rights in) any real property to any Person.

(d) Each Acquired Company has obtained all Business Permits (including certificates of use and occupancy, licenses and permits) required in connection with its use, occupation and operation of the Leased Real Property. There are no pending or, to the knowledge of the Company, threatened, condemnation, fire, health, safety, building, zoning or other land use regulatory or administrative actions relating to any portion of the Leased Real Property. There are no disputes, oral agreements or forbearance programs in effect as to Leased Real Property.

(e) The Leased Real Property includes all interests in real property necessary to conduct the business and operations of the Acquired Companies as conducted on the date hereof. There are no Persons other than the Acquired Companies in possession of any portion of the Leased Real Property, and no Contract grants any Person (other than the Acquired Companies) the right of use or occupancy of any portion of the Leased Real Property.

2.09 Intellectual Property .

(a) Schedule 2.09(a) lists (i) all Intellectual Property Rights (other than Internet Properties) that are the subject of a registration or application for registration and which are owned or purported to be owned by any of the Acquired Companies, whether solely or jointly with others (together with the items listed pursuant to (a)(v) below, the “ Company Registrations ”, together with all other Intellectual Property Rights which are owned, purported to be owned by or licensed to any of the Acquired Companies, the “ Company IP Rights ”), (ii) all licenses or other Contracts pursuant to which any Acquired Company grants a Person the right to use any Company IP Rights (other than licenses and other Contracts providing for only licenses ancillary to sales of products and services by an Acquired Company), (iii) all licenses or other Contracts pursuant to which any of the Acquired Companies has the right to use any Intellectual Property Rights owned by others (each license and other Contract required to be listed pursuant to clauses (ii) and (iii), a “ Company License ”; provided that Schedule 2.09(a) is not required to list any Company License that is commercially available off the shelf or similar software or software-as-a-service offerings which is made available for a total cost of less than $25,000 annually), (iv) all material software owned by any Acquired Company, and (v) all Internet Properties owned or purported to be owned by any of the Acquired Companies.

(b) The Company IP Rights include all Intellectual Property Rights necessary for, used or held for use in the conduct of the businesses of the Acquired Companies as currently conducted by the Acquired Companies. The Intellectual Property Rights required to be set forth on Schedule 2.09(a) are subsisting and, to the knowledge of the Company, valid and enforceable. With respect to the Intellectual Property Rights required to be listed under Schedule 2.09(a) , there are no inventorship challenges, or opposition, reexamination, nullity, interference or similar Proceedings declared or commenced or, to the knowledge of the Company, threatened that challenge the validity or enforceability of any patent rights included in the Company Registrations. Each Acquired Company has complied in all material respects with all of its obligations and duties to all relevant patent offices, including the duty of candor and disclosure to the U.S. Patent and Trademark Office, with respect to all patent and trademark applications filed by or on behalf of any of the Acquired Companies. For each patent and patent application required to be listed under Schedule 2.09(a) , the applicable Acquired Company has obtained a valid and enforceable written assignment of all rights, title and interest therein in favor of such Acquired Company from each of the inventors and has properly recorded all such assignments as necessary to fully perfect its rights, title and interest with respect to such patents and patent applications in accordance with governing law and regulations in each respective jurisdiction.

(c) The conduct of the business of each Acquired Company (including the products and services of the Acquired Companies and the authorized use or other authorized exploitation thereof by any customer or user thereof) has not and does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third party. There has not since January 1, 2015 been any claim, and there is no pending or threatened claim, in writing against any of the Acquired Companies contesting the scope, validity, enforceability, use or ownership of the Company IP Rights or alleging that the conduct of the business of any Acquired Company is infringing, misappropriating or otherwise violating (or, since January 1, 2015, has infringed, misappropriated or otherwise violated) any Intellectual Property Rights of any Person.

(d) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any of the Company IP Rights owned by any of the Acquired Companies.

(e) Each of the Acquired Companies has taken all commercially reasonable means to maintain and protect the Company IP Rights, including the secrecy, confidentiality and value of trade secrets and other confidential information. To the knowledge of the Company, in the past three (3) years there has been no unauthorized disclosure of any proprietary or confidential information or trade secrets in the possession, custody or control of any Acquired Company. To the Company’s knowledge, there has been no breach of any Acquired Company’s security procedures wherein proprietary or confidential information or trade secrets have been disclosed to a third Person without authorization.

(f) The Acquired Companies are the sole and exclusive owners of all Intellectual Property Rights owned or purported to be owned by the Acquired Companies, free and clear of any Liens other than Permitted Liens. The Acquired Companies have the sole and exclusive right to bring a claim or suit against a third party for infringement or misappropriation of such Intellectual Property Rights. No Acquired Company has (i) transferred ownership of, or granted any exclusive license with respect to, any Intellectual Property Rights that are or, as of the time of such transfer or exclusive license, were material to any Acquired Company, to any other Person or (ii) permitted the rights of an Acquired Company in any Intellectual Property Right that is or was at the time material to an Acquired Company to enter into the public domain .

(g) Other than as set forth on Schedule 2.09(g) , no Acquired Company has licensed, distributed or disclosed, and knows of no distribution or disclosure by others (including any current or former employee or contractor of any Acquired Company) of, the source code for any product or service of any Acquired Company or any software owned by an Acquired Company (collectively, “ Company Source Code ”) to any Person other than to employees and contractors of the Acquired Companies solely for their use on behalf of the Acquired Companies and who were at all relevant times bound by the agreements described in Section 2.09(h) . No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will be expected to, nor will the consummation of the transactions contemplated hereby, result in the disclosure or release of any Company Source Code by any Acquired Company, an escrow agent(s) or any other Person to any third party.

(h) All Company IP Rights that are owned or purported to be owned by the Acquired Companies were developed, conceived, reduced to practice, written and/or created solely by either (i) employees of the Acquired Companies acting within the scope of their employment who have validly, unconditionally and irrevocably assigned all of their rights, including all rights in and to all Intellectual Property Rights therein, to the Acquired Companies or (ii) third parties who have validly, unconditionally and irrevocably assigned all of their rights, including all rights in and to all Intellectual Property Rights therein (excluding any background intellectual property, with respect to which the Acquired Companies possesses valid irrevocable, perpetual, and royalty-free licenses), to the Acquired Companies, and no third Person owns or has any ownership rights to any of the Company IP Rights that are owned or purported to be owned by the Acquired Companies. To the knowledge of the Company, no employee (x) is in breach of any Contract relating to employment, invention disclosure, invention assignment, non-disclosure or non-competition or any other Contract with any other party or with any former employer or other Person concerning rights in or to Intellectual Property or confidentiality due to their activities as an employee, or (y) has developed any Intellectual Property Rights for the Acquired Companies that is subject to any agreement under which such employee has assigned or otherwise granted to any third Person any rights in respect thereof.

(i) Each of the Acquired Companies is in compliance in all material respects with all requirements of all Contracts applicable to all Open Source Materials used by such Acquired Company. No Acquired Company has used Open Source Material in any manner that would (i) require the disclosure or distribution in source code form of any product or service of an Acquired Company, (ii) require the licensing of any product or service of an Acquired Company for the purpose of making derivative works, (iii) impose any restriction on the consideration to be charged for the distribution of any product or service of an Acquired Company, (iv) create, or purport to create, obligations for any Acquired Company with respect to Intellectual Property Rights owned by an Acquired Company or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property Rights owned by an Acquired Company, or (v) impose any other material limitation, restriction, or condition on the right of an Acquired Company to use or distribute any product or service of an Acquired Company.

(j) No government funding, facilities or resources of a university, college, other educational institution, multi-national or international organization or research center was used in the development of any Intellectual Property Rights or technology for an Acquired Company.

(k) No Acquired Company is or has ever been a member or promoter of, or a contributor to or made any commitments or agreements regarding, any patent pool, industry standards body, standard setting organization, industry or other trade association or similar organization, in each case that may require or obligate, an Acquired Company to grant or offer to any other Person any license or other right under any Intellectual Property Rights.

(l) None of the Acquired Companies have introduced into any Acquired Company product, service or Company Systems, and to the knowledge of the Company no customer and/or consumer of any Acquired Company’s product, service or Company Systems have introduced into any such Acquired Company product, service or Company Systems, any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry) or any other code designed or intended to have or capable of performing or facilitating, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, Company Systems, any other computer system or network or other device on which such code is stored or installed; or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent.

(m) The computer hardware, servers, networks, platforms, peripherals, data communication lines, and other information technology equipment and related systems, including any outsourced systems and processes, that are owned or used by the Acquired Companies (it being understood that such equipment and systems owned or used by the Acquired Companies’ customers are deemed not to be owned or used by the Acquired Companies) (“ Company Systems ”), are reasonably sufficient for the Acquired Companies’ business as conducted and as proposed to be conducted. Since January 1, 2015, there has been no unauthorized access, use, intrusion, or breach of security, or failure, breakdown, performance reduction, or other adverse event affecting any Company Systems, that has caused or would reasonably be expected to cause any: (i) substantial disruption of or interruption in or to the use of such Company Systems or the conduct of the Acquired Companies’ business; (ii) material loss, destruction, damage, or harm of or to the Acquired Companies or their operations, personnel, property, or other assets; or (iii) material liability of any kind to the Acquired Companies. The Acquired Companies have taken all reasonable actions, consistent with applicable industry practices, to protect the integrity and security of the Company Systems and the data and other information stored or processed thereon. The Acquired Companies (1) maintain commercially reasonable backup and data recovery, disaster recovery, and business continuity plans, procedures, and facilities; and (2) act in material compliance therewith.

(n) The Acquired Companies have taken the steps and implemented the procedures specified in Schedule 2.09(n) to protect the information technology systems used in connection with the operation of the Acquired Companies from unauthorized access. The Acquired Companies have the disaster recovery and security plans, procedures and facilities for the business specified in Schedule 2.09(n) .

(o) The Company has provided to Buyer a list of known data security vulnerabilities, errors and bugs maintained by each of the Acquired Companies with respect to its products and services, including without limitation any unpatched data security vulnerabilities, errors or bugs reported by law enforcement, private data security researchers and/or maintainers or vendors of third-party software used by any Acquired Company. Such products and services do not contain any data security vulnerabilities, bugs or errors which would cause them to be not in compliance with any contractual obligations or warranties, remedial measures or other promises or guarantees made by any Acquired Company with respect thereto.

(p) The execution and delivery of this Agreement by Seller do not, and the consummation of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, result in the loss or impairment of, or give rise to any right of any third party to terminate or reprice or otherwise renegotiate any of the Acquired Companies to own any of the Company IP Rights or their respective rights under any Company License, nor require the consent of any Governmental Entity or other third party in respect of any such Company IP Rights.

(q) This Section 2.09 and Section 2.17 and, with respect to Company Licenses, Section 2.10 , contain the sole and exclusive representations and warranties of Seller with respect to the matters covered by this Section 2.09 .

2.10 Contracts and Commitments .

(a) Schedule 2.10(a) sets forth a list, as of the date hereof, of each Contract to which any Acquired Company is a party or by which an Acquired Company or any of its material assets is bound (other than the Leases and the Company Licenses):

(i) that is for the purchase of goods, services or equipment and that involves or would reasonably be expected to involve annual payments by the Acquired Companies of $15,000 or more;

(ii) that involves the onward transfer to a service provider or other third-party of any special classification of data, including without limitation personal data regarding non-United States data subjects, social security numbers, government issued identification numbers, controlled defense information (or “ CDI ”, within the meaning of the U.S. Department of Defense Federal Acquisition Regulations Supplements (“ DFARS ”) at 48 C.F.R. 252.204.7012 “Safeguarding Covered Defense Information and Cyber Incident Reporting”) or other export controlled or classified defense information; payment card information, financial account information, or other sensitive personal information;

(iii) that is for the sale or distribution of any Acquired Company’s products and services and pursuant to which any Acquired Company received payments of more than $15,000 in the year ended December 31, 2016 or expect to receive payments of more than $15,000 in the year ending December 31, 2017;

(iv) that is for the sale or distribution of any Acquired Company’s products and services and pursuant to which: (A) any Acquired Company is hosting, storing, handling or otherwise processing any special classification of data, including without limitation personal data regarding non-United States data subjects, social security numbers, government issued identification numbers, CDI or other export controlled or classified defense information; payment card information, financial account information, or other sensitive personal information; or (B) any Acquired Company has not expressly disclaimed consequential damages, or has accepted unlimited liability for lost data and/or data security breaches;

(v) that obligates any Acquired Company to purchase or otherwise obtain any product or service that is material to the Acquired Company exclusively from a single party;

(vi) that relates to Indebtedness of an Acquired Company or the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of any Acquired Company’s assets or that guarantees any obligation for borrowed money of any Person;

(vii) that is a collective bargaining agreement or other Contract to or with any labor or trade union;

(viii) for (x) the employment of any officer, individual employee or other Person on a full-time or part-time basis (other than offer letters for employment on an at-will basis providing for annual compensation of less than $75,000 and that are terminable without severance on thirty (30) or fewer days’ notice (subject to any greater period that may be required under applicable statutory laws outside the United States) or (y) any consultant or independent contractor providing for fixed compensation in excess of $75,000 per annum that is not terminable at will by an Acquired Company without penalty;

(ix) for the acquisition of (x) any equity interest in any Person (other than any other Acquired Company) or (y) any business or assets of any Person (other than any other Acquired Company) or the disposition of any portion of the Assets or business of any Acquired Company;

(x) that is a loan to any Person;

(xi) that is a lease under which it is lessee of, or holds or operates any personal property owned by any other Person;

(xii) that is a lease under which it is lessor of or permits any third party to hold or operate any personal property;

(xiii) to which any Acquired Company is a party or by which any of the Assets are bound that contains any non-solicitation, non-competition, confidentiality or similar obligations binding any Acquired Company or that otherwise prohibits any Acquired Company from entering into any line of business, or from freely providing services or supplying products to any customer or potential customer, or in any part of the world (other than any Contract with a customer or supplier entered into in the ordinary course of business otherwise described by this clause (xiii) solely because it contains customary confidentiality restrictions);

(xiv) that contains any deferred purchase price, seller financing, earn-out or other similar payment obligation on the part of any Acquired Company;

(xv) that obligates any Acquired Company to make any capital investment or capital expenditure;

(xvi) in which any Acquired Company has granted “most favored nation” pricing provisions or exclusive marketing or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a specified person (or group of persons);

(xvii) to which any Acquired Company is a party or by which any Acquired Company or any of the Assets is bound for the cleanup, abatement or other actions in connection with any Hazardous Material, the remediation of any existing environmental liabilities, violation of any Environmental Laws or relating to the performance of any environmental audit or study;

(xviii) concerning the establishment or operation of a partnership, joint venture or similar enterprise relating to any Acquired Company, or to which any Acquired Company is a party or by which any of the Assets are bound;

(xix) that is a Contract with ICANN or with a regional internet registry, country internet registry or organization that performs a similar function, including all registry and registry-registrar Contracts.

(xx) for which the consequences of a default or termination would reasonably be expected to be materially adverse to the Acquired Companies as a whole;

(xxi) that is a Contract with any Governmental Entity; or

(xxii) that provides for indemnification (other than provision entered into with customers or suppliers in the ordinary course of business on the Acquired Companies’ standard terms and conditions of service, which have been provided to Buyer).

(b) A copy of all Contracts which are referred to on Schedule 2.10(a) , together with all material amendments, waivers or other changes thereto have been made available to Buyer (together with each Lease and each Company License, a “ Material Contract ” and, collectively, the “ Material Contracts ”).

(c) (i) Each of the Material Contracts is valid, binding and enforceable on each Acquired Company that is a party thereto and, to the Company’s knowledge, each other party thereto and is in full force and effect, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies, (ii) no Acquired Company is in default under any Material Contract, (iii) to the Company’s knowledge, the other party to each of the Material Contracts is not in default thereunder, (iv) no event has occurred that with notice or lapse of time or both would constitute a default of any obligations thereunder by any Acquired Company that is a party thereto or, to the Company’s knowledge, any other party thereto, and (v) none of the Acquired Companies has received written notice of any such default or event or of any termination or non-renewal of any Material Contract, other than, in the cases of clauses (ii), (iii), (iv) and (v), any such defaults, terminations and non-renewals that, individually or in the aggregate, would not be material to the Acquired Companies as a whole.

(d) Each Material Contract will continue in effect in accordance with its terms following the Closing. None of such Material Contracts requires the consent, waiver, assignment or any other approval of a Governmental Entity or any other third party as a result of or by virtue of the transactions contemplated by this Agreement in order to preserve all rights of, and benefits to, the Acquired Companies thereunder.

(e) The Acquired Companies utilize the forms of customer Contract that are attached hereto as Schedule 2.10(e) . Except as set forth on Schedule 2.10(e) , there are no deviations from the terms contained in such Contracts by which any of the Acquired Companies is currently bound. Except as set forth on Schedule 2.10(e) , no other form of Contract has been or is used by any of the Acquired Companies in connection with the offer and sale of services by which any of the Acquired Companies is currently bound.

2.11 Absence of Certain Developments . Since the date of the Interim Balance Sheet, (a) there has not been any event, circumstance, occurrence or effect that, individually or in the aggregate, is or would be reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operation of the Acquired Companies. and (b) each Acquired Company has conducted its business in the ordinary course of business. Except as set forth on Schedule 2.11 , since the date of the Interim Balance Sheet through the date hereof, no Acquired Company has:

(a) amended any of the Organizational Documents of the Acquired Companies;

(b) effected any split, combination or reclassification of any shares of capital stock or other equity interests of the Acquired Companies;

(c) issued, sold or otherwise disposed of any shares of capital stock or other equity interests of the Acquired Companies, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) or entered into any agreement with any respect to the conversion, exchange, registration or voting of, any shares of capital stock or other equity interests of the Acquired Companies;

(d) declared or paid any dividends or distributions on or in respect of the shares of capital stock or other equity interests of the Acquired Companies or redeemed, purchased or acquired any shares of capital stock or other equity interests of the Acquired Companies;

(e) increased the rate of, or amended or accelerated the payment, right to payment or vesting of the compensation, severance, termination pay or retention payments payable or to become payable to or benefits of any employee;

(f) other than in the ordinary course of business consistent with past practice, sold, leased, licensed, transferred or otherwise disposed of or encumbered any material tangible property or material Company IP, or granted or otherwise created or consented to the creation of any Lien (other than Permitted Liens) affecting any Assets of the Acquired Companies;

(g) incurred, assumed or guaranteed any Indebtedness to which the Acquired Companies or any of their assets or properties would be subject;

(h) made any changes in accounting methods or practices, except as disclosed in the notes to the Financial Statements;

(i) made any material changes in Tax accounting methods;

(j) canceled, modified or waived any material debts or claims held by the Acquired Companies, or waived any right of substantial value other than any outstanding promissory notes from Seller to Company;

(k) entered into (i) any Material Contract or (ii) any material transaction in each case not in the ordinary course of business;

(l) suffered any material damage, destruction or loss with respect to the property and assets of the Acquired Company, whether or not covered by insurance; or

(m) agreed in writing or otherwise to take, or proposed to take, any of the actions described in the foregoing.

2.12 Compliance with Laws; Permits .

(a) Except as set forth on Schedule 2.12(a) , each of the Acquired Companies is, and since January 1, 2015 has been, in compliance in all material respects with all applicable Laws. Since January 1, 2015, the Acquired Companies have not received any written communication (or, to the knowledge of the Company, any other communication) from any Governmental Entity or private party alleging such noncompliance with any applicable Law. There is no Proceeding pending or, to the knowledge of the Company, threatened against any of the Acquired Companies other than immaterial claims arising in the ordinary course of business. No Acquired Company has any liability for failure to comply in all material respects with any Law and, to the knowledge of the Company, there is no fact, circumstance or condition that would reasonably be expected to give rise to any Proceeding or any such liability. No Acquired Company has conducted any internal investigation with respect to any actual, potential or alleged violation in any respect of any Law by any equity holder, officer or employee or concerning actual or alleged fraud, or failed to investigate any internal report alleging such activity.

(b) Schedule 2.12(b) sets forth a correct and complete list of all material governmental permits, licenses, franchises and approvals which are required for the Acquired Companies to conduct the operation of their business as currently conducted (collectively, the “ Business Permits ”). No Acquired Company has received written notice from any Governmental Entity that it intends to cancel, revoke, terminate, suspend or not renew any such Business Permit. Each Acquired Company is and, since January 1, 2015 has been, in compliance in all material respects with the terms and conditions of such Business Permits. All fees required to have been paid in connection with the Business Permits have been paid. The Business Permits are valid and subsisting, in full force and effect. No Person other than the Acquired Companies owns or has any proprietary, financial or other interest (direct or indirect) in any of the Business Permits. Each Acquired Company is conducting and has since January 1, 2015 conducted its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Business Permits. The Company has provided to Buyer copies of all Business Permits. Each such Business Permit will continue in full force and effect immediately following the Closing.

2.13 Litigation . Except as set forth on Schedule 2.13 , there is no civil, criminal or administrative action, suit, hearing, arbitration, claim, cross-claim, demand, investigation, inquiry or other proceeding (a “ Proceeding ”) pending or, to the Company’s knowledge, threatened in writing against any Acquired Company or any of their respective assets, rights or properties, or to the Company’s knowledge any current or former officer, director, employee, consultant, agent or equity holder of any Acquired Company in its, his or her capacity as such, at law or in equity, or before or by any Governmental Entity. There are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency or other Governmental Entity, by arbitration or otherwise) against or involving any Acquired Company that are still outstanding. There is no Proceeding by any Acquired Company pending, or which any Acquired Company has commenced preparations to initiate, against any other Person.

2.14 Employee Benefit Plans .

(a) Schedule 2.14(a) sets forth a correct and complete list of all Plans. “ Plans ” means, collectively, all pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreements, plans, policies, programs or arrangements (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which are or have been maintained, sponsored, contributed to, or required to be contributed to by any Acquired Company for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of any Acquired Company or any spouse or dependent of such individual, or under which any Acquired Company or ERISA Affiliate has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise .

(b) Each Plan and each related trust has been established, maintained, administered and funded in compliance in all material respects with its terms, ERISA, the Code, and any other applicable Law. No act, omission, or other event has occurred with respect to any Plan or related trust that could reasonably be expected to subject any Acquired Company to any Tax or penalty under ERISA, the Code, or other applicable Laws.

(c) Since January 1, 2015, neither the Acquired Companies nor any ERISA Affiliates have maintained, contributed to, or had any actual or contingent liability with respect to any (i) “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) “defined benefit plan” (as defined in Section 3(35) of ERISA), (iii) “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iv) other plan subject to the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code. Neither the Acquired Companies nor any ERISA Affiliate has any liability to the Pension Benefit Guaranty Corporation or otherwise under Title IV of ERISA. No current or former employee, officer, director, equity holder or other service provider of any Acquired Company or ERISA Affiliate (or beneficiary of any of the foregoing) is entitled to receive from any Acquired Company or any Plan any post-termination or retiree medical, health, life insurance, or other welfare-type benefits, other than as required by applicable Law, and there have been no written or oral commitments to the contrary.

(d) Since January 1, 2015, there have been no Proceedings or, to the Company’s knowledge, audits or investigations pending or, to the Company’s knowledge, threatened with respect to any Plan or related trust or any fiduciary thereof (other than routine claims for benefits), and no Plan has been the subject of, or has received or provided notice that it is the subject of, examination by a Governmental Entity or a participant in a government sponsored amnesty, voluntary compliance, self-correction or similar program.

(e) There are no outstanding Orders that name any Plan or related trust or any fiduciary thereof or are directed to any Plan or related trust, any fiduciary thereof or any assets thereof.

(f) All required payments, contributions, distributions, reimbursements and premium payments that are due with respect to any Plan prior to or on the Closing Date have been (or, prior to the Closing Date, will be) made.

(g) Each Plan and related trust that is intended to be tax-qualified meets the requirements of a tax-qualified plan or tax exempt trust under Section 401(a) and Section 501(a), respectively, of the Code, has received a favorable and current determination letter from the Internal Revenue Service (“ IRS ”) as to the qualification of such Plan and the tax-exempt status of the related trust (or is a pre-approved plan for which the pre-approved plan sponsor has received a favorable opinion letter from the IRS as to the qualification of the pre-approved plan and with respect to which the Company may properly rely), and nothing has occurred that is reasonably likely to affect the qualification of such Plan or the tax-exempt status of the related trusts. Since January 1, 2015, no Plan has had a termination or partial termination under Section 411(d) of the Code.

(h) The transactions contemplated by this Agreement (whether alone or in conjunction with any other event, including a related employment termination, whether in advance of, concurrent with, or subsequent to the Closing Date) will not: (i) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Plan, (ii) require severance, termination, retention, or any other payments, (iii) provide any term of employment or compensation guaranty, (iv) forgive any indebtedness, (v) increase the amount payable under or result in any other material obligation pursuant to any Plan, or (vi) measure any values of benefits on the basis of any of the transactions contemplated hereby. No stockholder, employee, officer or director of any Acquired Company has been promised or paid any bonus or incentive compensation related to the transactions contemplated hereby.

(i) The Company has made available to Buyer accurate, current, and complete copies of each of the following, as applicable: (i) each Plan (including all amendments thereto) (or, with respect to any unwritten Plans, complete and accurate descriptions thereof), (ii) copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, (iii) the most recent IRS determination or opinion letter, (iv) in the case of any Plan for which a Form 5500 must be filed, a copy of the three most recently filed Forms 5500, with all corresponding schedules and financial statements attached, (v) all summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, and all written employee handbooks, policies, programs and arrangements (or a description of any oral communications) relating to any Plan, (vi) the most recent coverage and nondiscrimination tests performed under the Code, and (vii) copies of material notices, letters or other correspondence from or with the IRS, Department of Labor, or other Governmental Entity with respect to any Plan .

(j) The Acquired Companies have withheld and paid to the appropriate Governmental Entity or are holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees and are not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing.

(k) Each Plan that is subject to Section 409A of the Code has been materially in operational and documentary compliance with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. To the Company’s knowledge, no corrections of violations of Section 409A of the Code have occurred. The Company does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.

(l) There are no benefit obligations under Plans for which contributions have not been made or properly accrued and there are no benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the Financial Statements. No Acquired Company has any liability for benefits under any Plan, except as set forth on the Financial Statements. The assets of each funded Plan are reported at their fair market value on the books and records of such plan. No Plan subject to ERISA has assets that include securities issued by any Acquired Company or any ERISA Affiliate.

(m) As of the Closing Date, there are no contracts or arrangements providing for payments or benefits that could subject any Person to liability for Tax under Section 4999 of the Code or cause the loss of a deduction to any Acquired Company under Section 280G of the Code.

2.15 Employment and Labor Matters .

(a) Schedule 2.15(a) contains a list of all persons who are employees, independent contractors or consultants of the Acquired Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth on Schedule 2.15(a) , through the end of the last full payroll period ending prior to the Closing Date, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the Estimated Closing Net Working Capital) and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions, bonuses or fees.

(b) No Acquired Company is a party to or bound by any collective bargaining or trade union agreement. Since January 1, 2015, no Acquired Company has experienced any actual or threatened strikes, grievances, claims of unfair labor practices, other collective bargaining disputes, corporate campaigns, petitions, demands for recognition or, to the knowledge of the Company, other unionization activities seeking recognition of a bargaining unit at any Acquired Company and, to the knowledge of Company, there are no efforts being threatened.

(c) The Acquired Companies have since January 1, 2015 complied in all material respects with all applicable Laws relating to employment, including with respect to wages, hours, collective bargaining, employee classification (for overtime purposes or as employee versus independent contractor), pay equity, employee privacy, unemployment insurance, worker’s compensation, anti-discrimination and equal employment opportunity, age and disability discrimination, occupational safety and health and immigration control and with all employment agreements, independent contractor agreements, and other individual service providing agreements. To the extent that the Acquired Companies have used the services of any individual on an independent contractor or consultant basis, the Acquired Companies properly classify and treat, and have properly classified and treated, each such individual as an independent contractor or consultant (as distinguished from a Form W-2 employee) in accordance with applicable Laws and for the purpose of all Plans.

(d) Each consultant or independent contractor retained by an Acquired Company is a party to a written agreement or contract with the Acquired Companies. Each such consultant and independent contractor has entered into either: (i) the Acquired Company’s standard form of confidentiality, non-competition and assignment of inventions agreement with the applicable Acquired Company, a true, correct and complete copy of which has been provided to Buyer; or (ii) an agreement containing substantially similar provisions regarding confidentiality and assignment of inventions as such standard form. No Acquired Company has incurred, and to the Company’s knowledge, no circumstance exists under which an Acquired Company would reasonably be expected to incur, any liability arising from the misclassification of employees as consultants or independent contractors, or from the misclassification of consultants or independent contractors as employees.

(e) Each employee of the Acquired Companies working in a country other than the one of which such employee is a national has a valid work permit, certificate of sponsorship, visa, or other right under applicable Law that permits him or her to be employed lawfully by the Acquired Company in the country in which he or she is so employed.

2.16 Insurance . Schedule 2.16 lists all insurance policies carried by or on behalf of any Acquired Company. The Company has provided to Buyer copies of all such insurance policies, the amounts and types of insurance coverage available thereunder and all insurance loss runs and workers’ compensation claims received for the past three (3) policy years. With respect to each such insurance policy: such policy is valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course of business, is in full force and effect, no Acquired Company is in breach or default (including any breach or default with respect to the giving of notice), and to the Company’s knowledge no event has occurred which, after notice or the lapse of time or both, would reasonably be expected to constitute a breach or default or permit termination or modification under such policy and such policy is occurrence based. All premiums due and payable under all such policies have been timely paid, and each Acquired Company is in compliance in all material respects with the terms of such policies. To the Company’s knowledge, there have been no threatened terminations of, or material premium increases with respect to, any such policies.

2.17 Privacy and Data Security .

(a) With respect to Personally Identifiable Information directly collected by any Acquired Company, no such Personally Identifiable Information has been collected, stored, used, processed, disclosed, or transferred (including across national borders) by any Acquired Company in violation of any applicable Laws. Since January 1, 2015, excluding the USEU Privacy Shield Registration, each Acquired Company has complied in all material respects with all applicable externally published privacy policy statements relating to the collection, storage, use, processing, disclosure, or transfer (including transfer across national borders), of any Personally Identifiable Information used by any Acquired Company. Since September 30, 2016, each Acquired Company has complied in all material respects with the USEU Privacy Shield Registration. Each Acquired Company has appropriate contracts to obligate its customers to comply with applicable Laws with respect to the collection, storage, use, processing, disclosure, and transfer (including transfer across national borders) of such information, including Personally Identifiable Information and/or the provision of such Personally Identifiable Information to any Acquired Company for purposes of providing Customer Offerings to such customer.

(b) Buyer has been provided with copies of all current externally published privacy policies that apply to the collection, storage, use, processing, disclosure, and transfer (including transfer across national borders) of Personally Identifiable Information.

(c) Except as set forth on Schedule 2.17(c) , since January 1, 2015, there has been no material incident of unauthorized access to, acquisition of, or other misuse of such Personally Identifiable Information within any Acquired Company’s control.

(d) Since January 1, 2015, no person, company, advocacy organization, government entity, or other third party has made any complaint directly to any Acquired Company or claim, or commenced any action, investigation, or inquiry relating to any Acquired Company’s information privacy, data security, or data protection practices, or to the Company’s knowledge threatened any such complaint, claim, action, investigation, or inquiry.

(e) Since January 1, 2015, all Acquired Companies have been in material compliance with all aspects of the Payment Card Industry Data Security Standards applicable to the Acquired Companies (“ PCI-DSS ”) published by the PCI Security Standards Council, as they have been amended and updated from time to time. The Acquired Companies have been in material compliance with PCI DSS v3.2 from the time such standard was published in April 2016. Since January 1, 2015, all Acquired Companies have been in compliance with all of their respective merchant agreements with all credit and debit card companies that process transactions for the Acquired Companies.

(f) Schedule 2.17(f) sets forth a complete list of the data security and/or data privacy certifications, attestations, laws, regulations, alignments and/or frames works to which any Acquired Company has committed, whether by public statement, self-certification, government filing and/or contract (e.g., ISO 27001, PCI-DSS, PCI PA-DSS, SOC 1, SOC 2, SOC 3, EU-US Privacy Shield, EU Model Clauses, Gramm Leach Bliley (GLB), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), United States National Institute of Standards and Technology publications (NIST), and International Traffic in Arms Act).

(g) This Section 2.17 and Section 2.09 contain the sole and exclusive representations and warranties of Seller with respect to the matters covered by this Section 2.17 .

2.18 Environmental Matters .

(a) The Acquired Companies are, and since inception, have been, in compliance in all material respects with all applicable Laws relating to the protection of the environment (“ Environmental Laws ”).

(b) There are no Proceedings pending or, to the Company’s knowledge, threatened against any Acquired Company alleging a violation of or any liability under any Environmental Law.

(c) None of the Acquired Companies, since January 1, 2015, has received any written claim, notice, order, directive, or information request from the United States Environmental Protection Agency, a state environmental protection authority or agency, or any other Governmental Entity (collectively, “ Environmental Agency ”) or Person alleging any violation by such Acquired Company of, or liability of such Acquired Company under, any Environmental Law which is unresolved, and no Acquired Company has knowledge of any pending Proceeding by any Governmental Entity or Person relating to any operations, property, or facility owned or leased by an Acquired Company, or any location at or to which, since January 1, 2015, such Acquired Company has disposed of, transported or arranged for the disposal of Hazardous Materials. “ Hazardous Materials ” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, radon, radioactive materials or wastes, or infectious substance, pollutant, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

(d) There has been no treatment, storage, disposal or release of any Hazardous Substance by any Acquired Company at, from, into, on or under the Leased Real Property or any other property currently or formerly owned, operated or leased by the Acquired Companies. To the knowledge of the Company, no Hazardous Substances are present in, on, about or migrating to or from the Leased Real Property that could be expected to give rise to an action against the Acquired Companies. To the knowledge of the Company, no underground storage tank and no Hazardous Materials are present in, on or under any Leased Real Property.

(e) To the knowledge of the Company, there are no polychlorinated biphenyls (“ PCBs ”) leaking from any article, container or equipment on, under or about the Leased Real Property and there are no such articles, containers or equipment containing PCBs in, at, on, under or within the Leased Real Property.

(f) All Authorizations required by any Environmental Agency or pursuant to any Environmental Laws applicable to any Acquired Company’s operations and facilities (collectively “ Environmental Authorizations ”) have been obtained and are in effect. All such Environmental Authorizations are in full force and effect and the Company is, and since January 1, 2015, has been in compliance in all material respects with all such Environmental Authorizations. All fees required to have been paid in connection with the Business Permits have been paid. The Environmental Authorizations are valid and subsisting, in full force and effect. No Proceeding is pending or, to the Company’s knowledge, threatened which would reasonably be expected to result in revocation of any such Environmental Authorization.

(g) This Section 2.18 contains the sole and exclusive representations and warranties of Seller with respect to the matters covered by this Section 2.18 .

2.19 Customers and Suppliers .

(a) Schedule 2.19(a) sets forth the number of customers that are currently subscribing for services offered by the Acquired Companies (“ Current Customers ”). Schedule 2.19(a) sets forth a table of the number of Current Customers who have been subscribing for Offered Services on an uninterrupted basis for (i) greater than ten years, (ii) greater than eight years but less than ten years, (iii) greater than five years but less than eight years, (iv) greater than two years but less than five years, and (v) less than two years. No single Current Customer comprises greater than one percent (1%) of the Company’s revenue for the twelve (12) month period prior to the Closing Date.

(b) Schedule 2.19(b) sets forth a correct and complete list of the top ten suppliers of the Acquired Companies (in terms of dollar volume of goods and services purchased) during each of the years ended December 31, 2016 and December 31, 2015. No such supplier has reduced in any material respect, or to the Company’s knowledge, advised any Acquired Company that it intends to reduce in any material respect its trading with, provision of goods or services to the Acquired Companies or changed, or to the Company’s knowledge, advised any Acquired Company that it intends to change the material terms and conditions on which it is prepared to trade with, provide services to or supply the Acquired Companies.

2.20 Affiliate Transactions . Except as set forth on Schedule 2.20 , neither Seller nor any of Seller’s family members or Affiliates: (i) own or have owned since January 1, 2015, directly or indirectly, any equity or other financial or voting interest in any supplier, licensor, lessor, distributor, independent contractor or customer of any Acquired Company or its business; (ii) owns or has owned since January 1, 2015, directly or indirectly, or has or has had during such period any interest in any property (real or personal, tangible or intangible but excluding immaterial property that is no longer used) that any Acquired Company uses or has used in or pertaining to the business of any Acquired Company; (iii) has or has had since January 1, 2015 any business dealings or a financial interest in any transaction with any Acquired Company or involving any assets or property of any Acquired Company, other than in person’s capacity as a director or officer of any Acquired Company; or (iv) other than current officers and employees of the Acquired Companies, is or has been since January 1, 2015 employed by any Acquired Company.

2.21 Brokers . Except as otherwise disclosed on Schedule 2.21 , no Acquired Company has employed or retained, or has any liability to, any broker, agent or finder on account of this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby.

2.22 Warranties .

(a) No service provided by any Acquired Company is subject to any guaranty, warranty, right of credit or other indemnity other than the applicable standard terms and conditions of service of the applicable Acquired Company, which have been provided to Buyer.

(b) None of the Acquired Companies has received written notice of any demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation from, by or before any Governmental Entity relating to any service of the Acquired Companies, or claim or lawsuit involving any service of the Acquired Companies which is currently pending or, to knowledge of the Company, threatened, by any Person.

2.23 Bank Accounts; Powers of Attorney . Schedule 2.23 lists all bank accounts, PayPal accounts, safe deposit boxes and lock boxes of any Acquired Company, including the names in which such accounts or boxes are held and identification of all Persons authorized to draw thereon or have access thereto, and the name of each Person holding a general or special power of attorney from any Acquired Company and a description of the terms of such power.

2.24 Full Disclosure . No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER AS TO SELLER

To induce Buyer to enter into the Transaction Documents and consummate the transactions contemplated thereby, Seller makes the following representations and warranties to Buyer as of the date of this Agreement and as of the Closing, except as disclosed by Seller in the written Disclosure Schedule provided to Buyer dated the date of this Agreement, which shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article III , and the disclosure in any section or subsection of the Disclosure Schedule corresponding to any section or subsection of this Article III shall qualify other sections and subsections in this Article III to the extent it is reasonably clear on the face of the disclosed information that such disclosed information also qualifies such other sections and subsections.

3.01 Legal Capacity . Seller has all necessary legal capacity to execute and deliver this Agreement and to perform Seller’s obligations under this Agreement.

3.02 Execution and Enforceability . Seller has full legal right to execute and deliver this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, assuming the due execution and delivery of the Agreement by Buyer and except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.03 No Breach, Default, Violation or Consent . The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not, (a) conflict with or result in any breach of, constitute a default under, result in a violation of, result in the creation of any Lien upon the Shares or any other material assets of Seller, (b) give rise to a right to terminate, or require the obtaining of any consent or approval of or the giving of any notice to any third party (other than any Governmental Entity), under the provisions of any material Contract to which Seller is bound, (c) constitute or result in any violation of any Law or Order to which Seller is subject, or (d) require any notices, reports or other filings to be made by Seller with, or any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any Governmental Entity, other than, in the cases of clauses (b), (c) and (d) hereof, any such breaches, defaults, violations, Liens, terminations, failures to obtain consents or approvals or failures to give notices that, individually or in the aggregate, would not have a material adverse effect on the ability of Seller to consummate the purchase and sale of the Shares or to perform any of Seller’s other material obligations under this Agreement.

3.04 Ownership . Seller is the sole record and beneficial owner of the Shares set forth opposite Seller’s name on Schedule 3.04 . At the Closing, Seller is transferring to Buyer good title to such Shares, free and clear of all Liens (other than Liens created by Buyer and restrictions under applicable securities Laws). No person other than Seller has any interest in the Shares or may assert any claim to the proceeds realized from the sale thereof. Other than this Agreement, Seller is not party to any (i) option, warrants, put, call, pledge or other contract or commitment providing for the disposition or acquisition of any of such Shares or (ii) voting trust, proxy or other contract or commitment with respect to the voting of any of such Shares. Seller is in compliance with the terms of the Marriage and Property Settlement Agreements and all amounts required to be paid by Seller thereunder have been paid. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not conflict with the Marital and Property and Settlement Agreements, give rise to a right to terminate, or require the obtaining of any consent or approval of or the giving of any notice to any third party under the provisions of any Marital and Property Settlement Agreements or constitute or result in any violation of the Marital and Property Settlement Agreements.

3.05 Litigation . There is no Proceeding pending or, to Seller’s actual knowledge after due and reasonable inquiry, threatened in writing against Seller that reasonably would be expected to have a material adverse effect on the ability of Seller to perform this Agreement or to consummate the transactions contemplated hereby.

3.06 Brokers . Except as otherwise disclosed on Schedule 3.06 , Seller has not employed or retained, or has any liability to, any broker, agent or finder on account of this Agreement or the transactions contemplated hereby.

3.07 Investment Representations .

(a) Seller understands that the sale of the Buyer Shares to Seller has not been registered under the Securities Act, or any state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the other representations and warranties made by Seller in this Agreement. Seller understands that Buyer is relying upon Seller’s representations and warranties contained in this Section 3.07 for the purpose of determining whether this transaction meets the requirements for such exemptions.

(b)

Seller has such knowledge, skill and experience in business, financial and investment matters so that Seller is capable of evaluating the merits and risks of an investment in the Buyer Shares and, to the extent that Seller has deemed it appropriate to do so, Seller has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in the Buyer Shares. Seller is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(c)

Seller has made, either alone or together with Seller's advisors, such independent investigation of Buyer, its management and related matters as Seller deems to be, or such advisors have advised to be, necessary or advisable in connection with an investment in the Buyer Shares through the transactions contemplated by this Agreement. and Seller and such advisors have received all information and data that Seller and such advisors believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Buyer Shares. Seller has been furnished with all information which Seller deems necessary to evaluate the merits and risks of purchasing the Shares and has had the opportunity to ask questions concerning the Shares and Buyer and all questions posed have been answered to Seller’s satisfaction. Seller has been given the opportunity to obtain any additional information Seller deems necessary to verify the accuracy of any information obtained concerning the Shares and Buyer. Seller understands that an investment in the Shares involves significant risks. Seller understands that no federal or state agency has passed upon the Shares or made any finding or determination concerning the fairness or advisability of an investment in the Shares pursuant to this Agreement. Nothing in this Section 3.07(c) shall affect Seller’s ability to rely on Buyer’s representations and warranties contained in Article IV .

(d)

Seller has reviewed Seller’s financial condition and commitments, alone and together with Seller’s advisors, and, based on such review, Seller is satisfied that (i) Seller has adequate means of providing for Seller's financial needs and possible contingencies and has assets or sources of income which, taken together, are more than sufficient so that Seller could bear the risk of loss of Seller’s entire investment in the Buyer Shares, (ii) Seller has no present or contemplated future need to dispose of all or any portion of the Buyer Shares to satisfy any existing or contemplated undertaking, need or indebtedness, and (iii) Seller is capable of bearing the economic risk of an investment in the Buyer Shares for the indefinite future.

(e)

Seller understands that the Buyer Shares will be “restricted securities” under Rule 144 under the Securities Act, and that the Securities Act and the rules of the Commission promulgated thereunder provide in substance that Seller may dispose of such shares only pursuant to an effective registration statement under the Securities Act or an exemption from registration if available. Seller further understands that Buyer has no obligation or intention to register the sale of any of the Buyer Shares to be received by Seller in the transaction contemplated hereby, or take any other action so as to permit sales pursuant to, the Securities Act. Accordingly, Seller understands that Seller may dispose of such shares only in transactions which are of a type exempt from registration under the Securities Act, including (without limitation) a “private placement,” in which event the transferee will acquire such shares as “restricted securities” and subject to the same limitations as in the hands of Seller. Seller further understands that applicable state securities laws may impose additional constraints upon the sale of securities. As a consequence, Seller understands that Seller may have to bear the economic risks of an investment in the Buyer Shares for an indefinite period of time.

(f)

Seller is acquiring the Shares for investment for Seller’s own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and Seller has no present intention of selling, granting any participation in, or otherwise distributing the same.

(g)

Seller has received and reviewed the documents filed by Buyer with the Securities and Exchange Commission.

(h)

The stock certificates evidencing the Buyer Shares issued at the Closing shall bear the following legend:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or transferred in the absence of such registration or an exemption therefrom under the Securities Act of 1933, as amended, and applicable state securities laws. The shares represented by this certificate are subject to restrictions on transfer set forth in that certain Stock Purchase Agreement, dated as of December __, 2017, by and between Liberated Syndication, Inc. and Kevin Martin"

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

To induce Seller to enter into the Transaction Documents and consummate the transactions contemplated thereby, Buyer makes the following representations and warranties to Seller as of the date of this Agreement and as of the Closing, as follows:

4.01 Organization and Power . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as conducted and to execute, enter into, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Buyer is qualified to do business in each jurisdiction in which its ownership, leasing or operation of property or assets or the conduct of its business as conducted requires it to qualify, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the purchase and sale of the Shares or to perform any of its other material obligations under this Agreement. Buyer is not in violation in any material respect of its Organizational Documents.

4.02 Execution and Enforceability . Buyer has full legal right and all requisite power and authority (corporate and other) to execute and deliver this Agreement and to perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly and validly by all requisite corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, assuming the due execution and delivery of this Agreement by Seller and except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). All actions contemplated by this Agreement have been duly and validly authorized by all necessary proceedings by Buyer and no other act or proceeding on the part of Buyer is necessary to authorize the execution, delivery and performance by Buyer of this Agreement.

4.03 No Breach, Default, Violation or Consent . The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not (i) constitute or result in any breach or violation of or any default under the organizational documents of Buyer, (ii) conflict with or result in any material breach of, constitute a material default under, result in a material violation of, result in the creation of any material Lien upon any material assets of Buyer, give rise to a right to terminate, or require the obtaining of any consent or approval of or the giving of any notice to any third party (other than any Governmental Entity), under the provisions of any material indenture, mortgage, lease, loan agreement or other material agreement or instrument to which Buyer is bound or any of its material assets is subject, (iii) constitute or result in any violation of any Law or Order to which Buyer is subject, or (iv) require any notices, reports or other filings to be made by Buyer with, or any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer from, any Governmental Entity, other than, (A) in the cases of clauses (ii) and (iii) hereof, any such breaches, defaults, violations, Liens, terminations, failures to obtain consents or approvals or failures to give notices that, individually or in the aggregate, would not have a material adverse effect on the ability of Buyer to consummate the purchase and sale of the Shares or to perform any of its other material obligations under this Agreement, and (B) in the case of clause (iv) hereof, any such notices, reports, filings, consents, registrations, approvals, permits or authorizations, the failure to make or obtain would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the purchase and sale of the Shares or to perform any of its other material obligations under this Agreement.

4.04 Capitalization . The authorized capital stock of Buyer consists of 200,000,000 shares of Common Stock and ten million (10,000,000) shares of Preferred Stock. As of December 26, 2017, 24,415,860 shares of Buyer Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and zero shares of Buyer Preferred Stock were issued and outstanding. The shares of Buyer Common Stock issuable to Seller pursuant to this Agreement have been duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid, non-assessable and free of preemptive rights. Except as set forth above in this Section 4.04 , there are no outstanding (A) shares of capital stock or other voting securities or equity interests of Buyer, (B) securities of Buyer or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of buyer or any of its Subsidiaries or other voting securities or equity interests of Buyer or any of its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of Buyer or any of its Subsidiaries or other equity equivalent or equity-based award or right, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from Buyer or any of its Subsidiaries, or obligations of Buyer or any of its Subsidiaries to issue, any shares of capital stock of Buyer or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of Buyer or any of its Subsidiaries or rights or interests described in clause (C), or (E) obligations of Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities.

4.05 SEC Filings. Financial Statements .

(a)

Buyer has filed all forms, reports and documents required to be filed by Buyer with the SEC (collectively, the “ Buyer SEC Documents ”). The Buyer SEC Documents (i) at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)

The consolidated financial statements (including, in each case, any related notes) contained in the Buyer SEC Reports (i) comply as to form in all material respects with the applicable rules and regulations of the SEC as then in effect with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC) and (iii) fairly presented the consolidated financial position of Buyer and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were subject to normal year-end recurring adjustments.

4.06 Brokers . Except as otherwise disclosed on Schedule 4.06 , Buyer has not employed or retained, or has any liability to, any broker, agent or finder on account of this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby.

4.07 Investment Representations . Buyer hereby acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended, or registered or qualified for sale under any state securities laws, and cannot be resold without registration thereunder or exemption therefrom, to the extent such Laws are applicable. Buyer is purchasing the Shares for investment purposes and has no intent to distribute or make a public offering of such stock in violation of applicable Laws. Buyer is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

4.08 Full Disclosure . No representation or warranty by Buyer in this Agreement or any certificate or other document furnished or to be furnished to Seller pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE V

COVENANTS

5.01 Books and Records . After the Closing, Buyer will, and will cause the Acquired Companies to, retain all books, records and other documents pertaining to the business of the Acquired Companies for a period of five (5) years from the Closing Date and to make the same reasonably available and in a manner as not to interfere unreasonably with the Acquired Companies’ normal business operations after the Closing Date for such five (5) year period for inspection and copying by Seller and his representatives during the normal business hours of the Company, upon reasonable request and upon reasonable advance notice, for legitimate tax purposes or to otherwise enable Seller to comply with the terms of this Agreement; provided that, Seller first enter into an agreement of confidentiality and nondisclosure reasonably acceptable to Buyer.

5.02 Lockup .

(a)

Seller shall not be permitted to engage in any Prohibited Transaction until the date that is the earlier to occur of (i) the first anniversary of this Agreement and (ii) the date that is 183 days following the date on which the Buyer Common Stock is listed on the Nasdaq Stock Market (the “ Lockup Period ”). Subject to any other restrictions that may arise under applicable securities Laws, the number of Buyer Shares that may be disposed of in Prohibited Transactions during any 30-day period following the expiration of the Lockup Period shall not exceed ten percent (10%) of the Buyer Shares issued to Seller on the date hereof (adjusted for any stock splits, stock dividends, stock combinations and any other similar capitalization change).

(b)

“ Prohibited Transaction ” means any offer, sale, contract to sell, pledge or other disposition of, or entering into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned of any Shares. “Prohibited Transaction” shall not include bona fide gifts or transfers by beneficiary designation, will or intestate succession or any transfer for estate planning purposes to members of such person's immediate family or any trust for the benefit of the undersigned or for the benefit of any of the foregoing persons; provided that, prior to such transfer, the transferee executes a joinder to this Section 5.02 in form and substance reasonably acceptable to Buyer. A “ person's immediate family ” shall consist of any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, and shall include adoptive relationships.

5.03 Board Observer Right . For a period of two (2) years after the Closing or until Seller owns less than two percent (2%) of the shares of Buyer Common Stock then outstanding, whichever is earlier, Seller shall be entitled to attend all meetings of the Board of Directors of Buyer in a nonvoting observer capacity and, in this respect, Buyer shall give Seller copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors. Seller hereby agrees to hold in confidence and trust all information and materials so provided or received in the course of acting in such capacity. Notwithstanding the foregoing, Seller shall be excluded from any meeting or portion thereof, and shall not entitled to receive written information or other materials, if the Board of Directors determines, upon advice of counsel, that the presence of Seller at such meeting or the provision of such information or other materials is necessary to avoid a conflict of interest or to protect the attorney-client privilege. For so long as Seller is acting in a nonvoting observer capacity, Seller agrees that he shall be bound by, and shall observe, Buyer’s securities insider trading and pre-clearance policies as in effect from time to time.

5.04 Public Announcements . Seller shall not, nor shall any of Seller’s Affiliates, without the approval of Buyer, issue any press releases or otherwise make any public statements with respect to the transactions contemplated by this Agreement. Buyer may issue a press release following the Closing and may otherwise make public statements as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange or stock market.

5.05 Tax Matters .

(a) Tax Indemnification .

(i) As used in this Agreement, “ Tax Losses ” means (A) all Taxes of any Acquired Company for all taxable periods ending on or prior to the Closing Date (a “ Pre-Closing Tax Period ”) and, with respect to taxable periods beginning on or before the Closing Date and ending after the Closing Date (a “ Straddle Period ”), all Taxes for the portion of such Straddle Periods ending on the Closing Date (as determined pursuant to Section 5.05(a)(iii) below) (including, without limitation, Losses in respect of any matters disclosed in the schedules to Section 2.06); (B) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Acquired Company is or was a member on or prior to the Closing Date, including pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous or similar state, local or non-U.S. law or regulation; (C) all Taxes of any person (other than the Acquired Companies) imposed on any Acquired Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; (D) subject to Section 5.05(f)(ii), all Taxes imposed on any Acquired Company attributable to the making of the Section 338(h)(10) Election, including (i) any Taxes imposed under Section 1374 of the Code; and (ii) any state, local or non-U.S. Tax imposed on any Acquired Company gain or income resulting from the Section 338(h)(10) Election; provided that any Taxes indemnifiable as a Depreciation Recapture Tax Claim under Section 5.05(f)(ii) up to $600,000 in the aggregate shall not constitute a Tax Loss; and (E) all Taxes imposed on any Acquired Company as a result of the extension of or conversion of Seller Loans into distributions by an Acquired Company to Seller or any other disposition or treatment of the Seller Loans that results in the extinguishment of any obligation on the part of Seller to repay the Seller Loans.

(ii) Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Acquired Companies for all taxable periods ending on or before the Closing Date that are filed after the Closing Date (the “ Seller-Prepared Tax Returns ”). Any such Seller-Prepared Tax Returns shall be prepared on a basis consistent with the last previous similar Tax Return, except as required by applicable Law; provided that Seller may treat any taxable item that had not been incorporated into a last previous similar Tax Return in any reasonable manner, unless such treatment is prohibited by applicable Law or inconsistent with this Agreement. Seller shall provide Buyer with a copy of each such Tax Return for review and comment at least thirty (30) calendar days prior to the filing date of such Tax Return. Within 15 days after receipt of such Tax Returns, the Buyer will give notice to Seller of any dispute with respect to such Tax Returns. Buyer and Seller will promptly attempt to resolve any disputes with respect to such Tax Returns; provided, that if they are unable to do so within 15 days after delivery of notice of the dispute, such disputed items will be resolved in the same manner as disputes with respect to the Disputed Items under Section 1.02(e) hereof. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Acquired Companies relating to a Straddle Period (the “ Buyer-Prepared Tax Returns ”). All Buyer-Prepared Tax Returns shall be prepared in a manner consistent with all prior Tax Returns of the Acquired Companies except as required by applicable Law; provided that Buyer may treat any taxable item that had not been incorporated into a last previous similar Tax Return in any reasonable manner, unless such treatment is prohibited by applicable Law or inconsistent with this Agreement. Buyer shall deliver all Buyer-Prepared Tax Returns to Seller for review and comment at least thirty (30) calendar days prior to the filing date of such Tax Return in the case of an Income Tax Return and a reasonable period of time prior to filing with respect to any other Tax Returns. Within fifteen (15) days after receipt of such Income Tax Returns and a reasonable period of time with respect to other Tax Returns, Seller will give notice to the Buyer of any dispute with respect to such Tax Returns. Buyer and Seller will promptly attempt to resolve any disputes with respect to such Tax Returns; provided, that if they are unable to do so within fifteen (15) days after delivery of notice of the dispute, such disputed items will be resolved in the same manner as disputes with respect to the Disputed Items under Section 1.02(e) hereof.

(iii) For purposes of this Agreement, in order to apportion appropriately any Income Taxes, and any other Taxes based on or determined with respect to income, receipts, profits or payroll, relating to any Straddle Period, Seller and Buyer shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Acquired Companies for all Tax purposes. In any case where applicable Law does not permit the Acquired Companies to treat the Closing Date as the last day of the taxable year or period, the portion of any Income Taxes, or any other Taxes based on or determined with respect to income, receipts, profits, or payroll that are allocable to the portion of the Straddle Period ending on the Closing Date shall be the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books. In the case of other Taxes imposed on a periodic basis (including property Taxes), the portion of any such Taxes for any Straddle Period allocable to the portion of such period ending on the Closing Date shall be deemed to equal the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 5.05 , each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Notwithstanding the foregoing, for all purposes of this Agreement, any Taxes arising from actions taken by Buyer or its Subsidiaries or Affiliates outside the ordinary course of business and not otherwise contemplated under this Agreement after the Closing on the Closing Date (an “ Extraordinary Action ”) shall not be attributable to the Pre-Closing Tax Period and shall not be apportioned to a period prior to the Closing Date for purposes of a Straddle Period. Buyer agrees to make a payment to Seller based on any increase in Tax payable by Seller on account of an Extraordinary Action.

(b) Cooperation in Filing Tax Returns . Buyer and Seller shall, and shall each cause their Subsidiaries and Affiliates to, provide to the other such cooperation and information, as and to the extent reasonably requested, in connection with the filing of any Tax Return, amended Tax Return or claim for refund, determining liability for Taxes or a right to refund of Taxes, or in conducting any audit, litigation or other proceeding with respect to Taxes, including assistance in obtaining the benefits of any available exemptions for, or mitigation of, Transfer Taxes otherwise due.

(c) Payment of Transfer Taxes and Fees . All transfer, documentary, sales, use, stamp, registration and other similar Taxes, (collectively, “ Transfer Taxes ”) arising out of or in connection with the transfer to Buyer of the Shares effected pursuant to this Agreement shall be borne by Seller. The party legally responsible shall file all necessary Tax Returns and other documentation with respect to all Transfer Taxes, and if required by applicable Law, the other parties will join in the execution of any such Tax Returns and other documentation.

(d) Termination of Tax Sharing Agreements . Seller shall cause all tax-sharing agreements or similar agreements to which any Acquired Company is a party prior to the Closing to be terminated with respect to such Acquired Company as of the Closing Date and, after the Closing Date, such Acquired Company shall not be bound thereby or have any liability thereunder.

(e) Tax Contests . If any Tax authority issues to the Buyer or any Acquired Company (i) a notice of its intent to audit, examine or conduct an administrative proceeding with respect to Taxes or Tax Returns of a Acquired Company for any Pre-Closing Tax Period or Straddle Period; or (ii) a notice of deficiency, a notice of its intent to assess a deficiency or a notice of proposed adjustment concerning Taxes or Tax Returns of any Acquired Company for any Pre-Closing Tax Period or Straddle Period, or (iii) any other correspondence from any Governmental Entity related to a Pre-Closing Tax Period or Straddle Period the resolution of which could increase Tax of Seller (the items set forth in clauses (i) (ii), and (iii), each a “ Tax Claim ”), the Buyer shall promptly notify Seller of the receipt of such communication; provided that the failure or delay to notify Seller of a Tax Claim will not relieve Seller of any liability that he may have under this Agreement, except solely to the extent that Seller has been prejudiced by the Buyer's failure or delay to give such notice. Seller shall be permitted to control, defend, settle and resolve the contest of any Tax Claim for any Pre-Closing Tax Period for which all of the Taxes at issue are Seller Tax Liabilities with counsel reasonably satisfactory to the Buyer, so long as Seller provides written notice to the Buyer of its intent to control such Tax Proceeding within fifteen (15) days after receiving notice of such matter and thereafter actively and diligently controls the same; otherwise, Buyer and the Company Parties may control, defend, settle and resolve such Tax Proceeding at Sellers' expense. The Party who would bear the largest proportion of any Tax resulting from a Tax Claim related to a Straddle Period shall have the exclusive authority to control, defend, settle and resolve any Tax Proceeding relating to any Straddle Period. Each of the Buyer and Seller shall have the right to participate in a Tax Proceeding being controlled and defended against by the other with respect to a Pre-Closing Tax Period or Straddle Period at its sole expense. Notwithstanding anything to the contrary herein, Seller or the Buyer, as the case may be, shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Proceeding relating to a Pre-Closing Tax Period or Straddle Period without the prior written consent of Seller or the Buyer, as the case may be, which consent will not be unreasonably withheld or delayed.

(f) Section 338(h)(10) Election .

(i) Seller shall join with Buyer in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local or non-U.S. Tax law) with respect to the purchase and sale of the Company Shares hereunder (collectively, a “ Section 338(h)(10) Election ”). Seller shall include any income, gain, loss, deduction, or other Tax item resulting from the Section 338(h)(10) Election on his Tax Returns to the extent required by applicable Law. Seller shall deliver to Buyer at the Closing an Internal Revenue Service Form 8023 (and any corresponding form necessary under state, local or non-U.S. Tax law to effect the Section 338(h)(10) Election) duly executed by Seller and in form and substance reasonably satisfactory to Buyer and acknowledges and agrees that Buyer may cause such elections to be filed, and authorized such elections to be filed, with the proper Tax authority after the Closing. Seller shall cooperate with Buyer, as requested by Buyer, after the Closing to the extent necessary to properly cause the Section 338(h)(10) Election to be effective in any relevant Tax jurisdiction.

(ii) The Purchase Price and any other amounts treated as purchase consideration for U.S. federal income Tax purposes will be allocated among the assets of the Acquired Companies for Income Tax purposes as shown on the allocation schedule attached hereto as Schedule 5.05(f)(ii) . The parties shall file all Tax Returns in a manner consistent with such allocation. In the event of a Tax Claim related to such allocation or the Section 338(h)(10) Election, Buyer shall indemnify and hold harmless Seller for Taxes, not to exceed $600,000 in the aggregate, imposed on Seller in connection with such Tax Claim solely to the extent that such Tax Claim relates to the Company’s depreciation recapture (“ Depreciation Recapture Tax Claim ”), but excluding any Taxes imposed on Seller as a result of any indemnification payment paid by Buyer. For the avoidance of doubt, Seller shall not be entitled to settle, either administratively or after commencement of litigation, any Tax Proceeding related to a Depreciation Recapture Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.

5.06 Restrictive Covenants .

(a) Non-Solicitation . As a material inducement to Buyer’s consummation of the transactions contemplated by this Agreement, Seller agrees that Seller shall not, and shall cause its controlled Affiliates not to, for a period of five (5) years following the Closing Date (the “ Restricted Period ”), directly or indirectly, without the prior written consent of Buyer:

(i) solicit any Customer for any Restricted Services (where “ Customer ” means any person or entity to which any Acquired Company has rendered Restricted Services during the two (2) year period ending on the Closing Date and “ Restricted Services ” means the business of the Company and its Subsidiaries as historically conducted and currently conducted);

(ii) solicit, direct or influence any of the suppliers, vendors, service providers, agents, personnel and others having business relations with the Acquired Companies as of the Closing Date to modify or terminate any business relationships with the Acquired Companies; or

(iii) solicit or hire any employees of the Acquired Companies as of the Closing Date; provided that the foregoing restriction (A) shall not apply to general solicitations of employment or to the use of hiring agents or brokers that are not specifically directed towards contacting employees of any of the Acquired Companies and (B) shall not prohibit the hiring of any former employee of any of the Acquired Companies whose employment or other service providing relationship with Buyer was terminated by Buyer more than six (6) months prior to such time provided that he or she was not solicited in violation of this Section 5.06(a) .

(b) Non-Competition . As a material inducement to Buyer’s consummation of the transactions contemplated by this Agreement, Seller agrees that such Seller shall not, and shall cause its Affiliates not to, during the Restricted Period, directly or indirectly, engage in, in any capacity, or have any direct or indirect ownership interest in, any business anywhere in the world which is engaged, either directly or indirectly, in providing Restricted Services; provided, however, that Seller may own as a passive investment, directly or indirectly, securities of any public corporation or other entity engaged in providing Restricted Services if Seller does not, directly or indirectly, beneficially own in the aggregate more than five percent (5%) of the outstanding shares of capital stock of such entity; provided, further, that the parties agree that ownership of the Buyer Shares shall not be deemed to be in violation of this Section 5.06(b) .

(c) Confidentiality . In respect of all information that relates to the business and operations of the Acquired Companies (“ Confidential Information ”), from and after the Closing, Seller shall treat all Confidential Information as confidential and not disclose any Confidential Information. The term Confidential Information shall not include information or knowledge that (i) is now or becomes part of the public domain or generally available to the public other than as a result of a disclosure by Seller or (ii) is required to be disclosed by any Law. If Confidential Information is disclosed by Seller in violation of this Section 5.06 , Seller shall promptly notify Buyer after obtaining knowledge of such disclosure and, as applicable, take all reasonable steps required to prevent further disclosure. Notwithstanding the foregoing, if Seller is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) or is required by operation of applicable Law to disclose any Confidential Information, Seller shall provide Buyer with prompt written notice of such request or requirement, which notice shall, if reasonably practicable, be at least forty-eight (48) hours prior to making such disclosure, so that the Buyer may seek, at the Buyer’s sole cost and expense, a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy or the receipt of such a waiver, such Seller is nonetheless, upon the written advice of its counsel, legally compelled to disclose Confidential Information, then Seller may disclose only that portion of the Confidential Information which such counsel advises is legally required to be disclosed, whereupon such disclosure shall not constitute a breach of this Section 5.06 .

(d) Specific Enforcement . Seller acknowledges that any breach or threatened breach by it of any provision of Section 5.06 (together, the “ Restrictive Covenants ”) may cause continuing and irreparable injury to Buyer and its Affiliates for which monetary damages would not be an adequate remedy. Accordingly, Buyer shall be entitled to injunctive relief from any court of competent jurisdiction, including specific performance, with respect to any such breach or threatened breach. In connection therewith, no Seller shall, in any Proceeding to so enforce any provisions of this Section 5.06 assert the claim or defense that an adequate remedy at Law exists or that the injunctive relief is not an appropriate form of relief under the circumstances.

(e) Interpretation . It is the desire and intent of the parties that the provisions of this Section 5.06 shall be enforceable to the fullest extent permissible under Law and public policy. Accordingly, if any provision of this Section 5.06 shall be determined to be invalid, unenforceable or illegal for any reason, then the validity and enforceability of all of the remaining provisions of this Section 5.06 shall not be affected thereby. If any particular provision of this Section 5.06 shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such amendment to apply only to the operation of such provision in the particular jurisdiction in which such adjudication is made; provided , that, if any provision contained in this Section 5.06 shall be adjudicated to be invalid or unenforceable because such provision is held to be excessively broad as to duration, geographic scope, activity or subject, then such provision shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent compatible with the Laws and public policy of such jurisdiction, such amendment only to apply with respect to the operation of such provision in the applicable jurisdiction in which the adjudication is made.

5.07 Release . Seller, for himself and for each of his successors, executors, administrators, heirs and estate, and past, present and future assigns, agents and representatives (each, a “ Seller Associated Party ”), hereby generally, irrevocably, unconditionally and completely releases and forever discharges each of the Acquired Companies, Buyer, their successors and assigns, directors, officers, employees, stockholders, members, agents, attorneys and representatives (each, a “ Released Person ”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each of the Released Claims. “ Seller Released Claims ” means and includes each and every claim that (i) Seller or any Seller Associated Party of Seller may have had in the past, may now have or may have in the future against any of the Released Persons, and (ii) has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the Closing. Notwithstanding the foregoing, Seller Released Claims shall not include any rights or claims of Seller arising out of any circumstance, agreement, activity, action, omission, event or matter occurring or existing after the Closing Date or arising under or in respect of this Agreement, any other Transaction Document or the transactions contemplated hereby.

5.08 Transition Assistance . For a period commencing on the Closing Date and ending on the first anniversary thereof, Seller shall be available during normal business hours, upon reasonable notice, to provide advice to Buyer by telephone or e-mail on transition and other matters within the scope of Seller’s business experience and expertise (“ Services ”), but in any event not to exceed twenty (20) hours in any three-month period. To the extent that Buyer requests that Seller provide Services for more than twenty (20) hours in any three-month period, Seller shall make himself reasonably available to provide Services to Buyer by telephone or e-mail during normal business hours at the rate of $150 per hour. Buyer shall pay Seller’s invoice for such excess Services within thirty (30) days’ following receipt.

5.09 Continuation of Key Individuals . For a period commencing on the Closing Date and ending on the six month anniversary thereof, Buyer currently intends to cause the Company to continue to employ Matthew Riffle and Melea Strimple (the “ Key Individuals ”) in their roles and at the base compensation set forth in Schedule 5.09 . The Key Individuals shall be eligible to participate in such equity incentive plans as may be maintained by Buyer for its employees generally on such terms as the Board of Directors and chief executive officer of Buyer may establish. Nothing herein shall alter the at-will nature of the Key Individuals’ employment or limit the Company’s right to modify the terms and conditions of their employment.

ARTICLE VI

INDEMNIFICATION

6.01 Survival of Representations and Warranties, Covenants and Agreements .

(a) Except as set forth in Section 6.01(b) , the representations and warranties contained in or made pursuant to this Agreement, and all claims with respect thereto, shall survive the Closing until the twelve (12) month anniversary of the Closing Date and thereupon expire. Each of the covenants and agreements contained herein that contemplates performance after the Closing shall survive the Closing and continue in full force and effect in accordance with their respective terms.

(b) The representations and warranties contained in or made pursuant to Section 2.01 (Organization and Power), Section 2.02 (Subsidiaries), Section 2.04 (Ownership and Control) and Section 2.21 (Brokers) (the “ Company Fundamental Representations ”), Section 3.01 (Power), Section 3.02 (Execution and Enforceability), Section 3.04 (Ownership) and Section 3.06 (Brokers) (the “ Seller Fundamental Representations ”), Section 4.01 (Organization and Power), Section 4.02 (Execution and Enforceability), Section 4.04 (Capitalization) and Section 4.06 (Brokers) (the “ Buyer Fundamental Representations ”) shall survive the Closing indefinitely. Claims for indemnification for breach of the Company’s representations and warranties set forth in Section 2.06 (the “ Tax Representations ”) and under Section 6.02(d) may be asserted until the date that is thirty (30) days after the expiration of the statute of limitations applicable to the Tax or taxable period to which such representation or claim relates, and thereupon expire.

(c) Subject to the limitations set forth in this Article VI , in the event that notice of any claim for indemnification under Section 6.02 or Section 6.03 has been timely given in accordance with Section 6.05 or Section 6.06 , as applicable, prior to the expiration of the applicable survival period set forth above, the representations, warranties, covenants and indemnities that are the subject of such indemnification claim shall, subject to the limitations set forth in this Article VI , survive with respect to such claim until such time as such claim is finally resolved.

6.02 Indemnification by Seller . Subject to the limitations set forth in this Article VI , from and after the Closing Date, Seller shall indemnify and hold harmless Buyer, the Acquired Companies and their respective officers, directors, employees, equity holders, representatives, agents, successors and assigns (collectively, the “ Buyer Indemnitees ”) from and against any and all liabilities, losses, claims, damages, Proceedings, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, Taxes, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including amounts paid in settlement, interest, court costs, costs of investigations, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively, “ Losses ”) incurred by any Buyer Indemnitee as a result of:

(a) any misrepresentation or breach of the representations and warranties of Seller set forth in Article II or Article III ;

(b) any breach or nonperformance by Seller of the covenants required to be performed by Seller after the Closing;

(c) any Indebtedness or Seller Transaction Expense that is not paid prior to or satisfied at Closing as a reduction to the Estimated Cash Consideration or in connection with the adjustments to the Cash Consideration under Section 1.02(e) ;

(d) Tax Losses;

(e) any inaccuracy in the Closing Payment Certificate; provided however, that if the Closing Payment Certificate contains any inaccuracy that results in the over payment of any amount to a third party and a corresponding under payment of the Estimated Cash Consideration paid to the Seller at the Closing, the Buyer shall pay any amounts recovered or credited as a result of such inaccuracy to the party entitled to such amounts, including the Seller; and

(f) the dissolution and/or winding down of pairIncubator, LLC.

6.03 Indemnification by Buyer . Subject to the limitations set forth in this Article VI , from and after the Closing Date, Buyer shall indemnify and hold harmless Seller and his respective officers, directors, employees, equity holders, representatives, agents, successors and assigns (collectively, the “ Seller Indemnitees ”) from and against any and all Losses incurred by any Seller Indemnitee: (a) as a result of any misrepresentation or breach of the representations and warranties of Buyer set forth in Article IV ; and (b) any breach of any covenant or obligation of Buyer in this Agreement or in any certificate, document or other writing delivered by Buyer pursuant to this Agreement.

6.04 Limitations .

(a) Notwithstanding anything to the contrary set forth in this Agreement, the Buyer Indemnitees shall not be indemnified or held harmless for any Losses arising under Section 6.02(a) until the aggregate amount of all Losses for which all Buyer Indemnitees are otherwise entitled to indemnification pursuant to Section 6.02(a) exceeds an amount equal to ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) (the “ Deductible ”), whereupon the Buyer Indemnitees shall only be indemnified and held harmless for Losses in excess of the Deductible but subject to the other limitations set forth in this Agreement. The Deductible shall not apply with respect to breaches of the Company Fundamental Representations, the Seller Fundamental Representations or the Tax Representations.

(b) Subject to Section 6.04(c) , (i) the Escrow Shares shall be the sole source of recovery for any Losses under Section 6.02(a) (other than with respect to any claim arising from the breach of the Company Fundamental Representations, the Seller Fundamental Representations and Tax Representations), and (ii) Seller’s maximum aggregate liability to the Buyer Indemnitees for any and all Losses under Section 6.02(a) (other than with respect to any claim arising from the breach of the Company Fundamental Representations, the Seller Fundamental Representations and Tax Representations) shall not exceed ONE MILLION DOLLARS ($1,000,000) (the “ General Cap ”), which shall be satisfied by recourse to the Escrow Shares valued at the Average Price. The Escrow Shares, less any Escrow Shares previously released to Buyer in accordance with the Escrow Agreement, shall be released to Seller at 5:00 p.m., Eastern Time, on the twelve-month anniversary of the Closing Date (the period of time from the Closing Date through and including such termination date is referred to herein as the “ Escrow Period ”); provided, however , that the Escrow Period shall not terminate with respect to any Escrow Shares (the “ Remaining Escrow Shares ”) that are subject to any claim that is pending against the Escrow Shares as of such date and time and, solely with respect to all such claims, the Escrow Period shall be extended until such date and time as all such claims are resolved or finally determined in accordance with this Agreement and the Escrow Agreement.

(c) The General Cap shall not apply to Losses incurred by any Buyer Indemnitee in connection with any misrepresentation or breach of the Company Fundamental Representations, the Seller Fundamental Representations and the Tax Representations or pursuant to Section 6.02(b)-(f) .

(d) Notwithstanding anything to the contrary set forth in this Agreement (for the avoidance of doubt, subject to the General Cap), the maximum aggregate amount of Losses for which Seller shall be liable under Sections 6.02(a)-(e) shall not exceed in the aggregate (i) the Escrow Shares and (ii) THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000).

(e) Notwithstanding anything to the contrary set forth in this Agreement, for purposes of this Article VI only, (i) whether any misrepresentation or breach of warranty made under Article II or Article III has occurred and (ii) the amount of any Losses related to any such misrepresentation or breach shall, in each case, be determined without regard to any “materiality,” “material,” “material respects,” or other similar unquantified qualification of magnitude contained in or otherwise applicable to such representation or warranty.

(f) Subject to the limitations set forth in this Agreement, Seller Indemnitees shall be indemnified and held harmless for Losses. Buyer’s maximum aggregate liability to the Seller Indemnitees for any Losses under Section 6.03 (other than with respect to any claim arising from the breach of the Buyer Fundamental Representations) shall not exceed an amount equal to the General Cap. The General Cap shall not apply with respect to breaches of the Buyer Fundamental Representations. Buyer’s liability for Losses incurred by Seller as a result of any failure by Buyer to comply with its disclosure obligations under applicable Laws in connection with the private placement of the Buyer Shares pursuant to this Agreement (“ Disclosure Breach ”) (which remedies are expressly reserved by Seller) and any breach of Section 4.04 (Capitalization), shall be limited to TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) in the aggregate. Buyer’s maximum aggregate liability to Seller for any and all Losses under Section 6.03 and for any Disclosure Breach shall be limited to SIXTEEN MILLION DOLLARS ($16,000,000) in the aggregate.

(g) For purposes of determining the amount of any Losses subject to indemnification under this Article VI , the amount of such Losses will be determined net of the sum of any amounts recovered under insurance policies with respect to such Losses (net of any reasonable out-of-pocket expenses incurred in collecting such amounts) (“ Insurance Proceeds ”). Each Indemnitee will use commercially reasonable efforts to seek recovery from third parties who may be responsible, in whole or in part, for Losses suffered by such Indemnitee and to make claims under insurance policies providing coverage with respect to Losses suffered by such Indemnitee. Each party hereto waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. If any Indemnitee receives any insurance or third party recoveries after the Indemnitor has paid the Indemnitee under any indemnification provision of this Agreement in respect of that Loss, the Indemnitee must promptly notify the Indemnitor and pay to the Indemnitor the value of such benefit or the amount of such recovery (less the Indemnitee’s reasonable costs of receiving such recovery or benefit and, in the case of insurance proceeds, any increase in insurance premiums resulting from such claim), up to the amount paid by the Indemnitor to the Indemnitee in respect of such claim.

(h) Each party entitled to indemnification must use commercially reasonable efforts to mitigate any Loss for which that party seeks indemnification pursuant to this Agreement, provided, that nothing in this Section 6.04(h) shall limit any party’s right of indemnification or recovery for any Loss for which indemnification is available under this Agreement.

6.05 Indemnification Procedure for Third-Party Claims .

(a) In the event that any Indemnitee is entitled to indemnification with respect to any Loss arising from any Proceeding, judicial or administrative, instituted by any third party (any such third-party Proceeding being referred to as a “ Third-Party Claim ”), the Indemnitee shall give the Indemnitor prompt notice thereof. Any failure or delay on the part of the Indemnitee to give such notice shall not affect whether an Indemnitor is liable to indemnify the Indemnitee except and to the extent that the Indemnitor is prejudiced thereby. The Indemnitor shall be entitled to, at the Indemnitor’s expense, participate in the defense of such Third-Party Claim and, if it so chooses and acknowledges in a writing delivered to the Indemnitee that any Losses that may be incurred by an Indemnitor in connection with such Third-Party Claim shall be indemnified by the Indemnitor pursuant to this Article VI , to assume the defense thereof with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee; provided, however, that notwithstanding the foregoing, the Indemnitor shall not be entitled to assume (and/or maintain) control of the defense of such Third-Party Claim if (i) the claim seeks an injunction or equitable relief against any Indemnitee or would not result solely in monetary liability or damages for which the Indemnitor is responsible hereunder, (ii) the Indemnitee reasonably concludes based on the advice of counsel that it may have defenses available to it which are different from or in addition to those available to such Indemnitor, or that a reasonable likelihood exists of an actual or potential conflict of interest between the Indemnitor, on the one hand, and the Indemnitee, on the other hand, or (iii) the Indemnitee reasonably believes that the Losses relating to such Third-Party Claim would exceed the maximum amount for which the Indemnitor could be liable under this Article VI (clauses (i) – (iii) are, collectively, the “ Litigation Conditions ”).

(b) Notice of the intention to control, contest and defend shall be given by the Indemnitor to the Indemnitee within 20 business days after the Indemnitee’s notice of such Third-Party Claim. Such control, contest and defense shall be conducted by counsel chosen by the Indemnitor and reasonably satisfactory to the Indemnitee. In the event that the Indemnitor is excluded from assuming or maintaining such defense because a Litigation Condition is met, then the Indemnitee may assume control of such defense and employ counsel to represent or defend it in any such Third-Party Claim at the Indemnitee’s expense but without waiving or prejudice to its right to be indemnified for such defense expenses as Losses in accordance with the terms of this Article VI . In any Third-Party Claim with respect to which indemnification is being sought hereunder, the Indemnitee or the Indemnitor, whichever is not defending such Third-Party Claim, shall be entitled, at its own cost and expense (which expense shall not constitute a Loss unless counsel for the Indemnitee advises in writing that there is a conflict of interest, and only to the extent that such expenses are reasonable), to participate in, but not control, such contest and defense and to be represented by attorneys of its or their own choosing reasonably acceptable to the Indemnitee or the Indemnitor, whichever is defending the Third-Party Claim, provided that the Indemnitee or the Indemnitor, as applicable, will cooperate with the Indemnitee or the Indemnitor, whichever is defending the Third-Party Claim, in the conduct of such defense.

(c) Neither the Indemnitee nor the Indemnitor may concede, settle or compromise any Third-Party Claim without the consent of the other Party, which consent will not be withheld, delayed or conditioned unreasonably, except that the Indemnitor may settle a Third-Party Claim without the consent of the Indemnitee if (i) the Indemnitor pays the entire settlement amount and all other Losses arising out of such Proceeding, (ii) the Indemnitor obtains a full release on behalf of the Indemnitee of all underlying claims and liabilities and obligations with respect to such claims, without prejudice, (iii) there is no admission of liability by the Indemnitee, (iv) no injunctive or other equitable or non-monetary relief, obligations or restrictions are imposed upon the Indemnitee and (v) the Proceeding does not involve any criminal liability.

(d) Notwithstanding anything in this Article VI to the contrary, disputes with respect to Taxes, including any claim for Losses resulting from any breach of the Tax Representations and any claim for indemnification with respect to Tax Losses, shall be administered and resolved in accordance with the procedures set forth in Section 5.05 .

(e) The party defending any Third-Party Claim (the “ Responsible Party ”) shall promptly notify the other party of each settlement offer with respect to a Third-Party Claim. Such other party shall promptly notify the Responsible Party whether or not such party is willing to accept the proposed settlement offer. If such settlement offer (i) requires only the payment of money damages, (ii) provides a complete release on behalf of the Indemnitee of all underlying claims and liabilities and obligations with respect to such claims, without prejudice, (iii) there is no admission of liability by the Indemnitees, (iv) no injunctive or other equitable or non-monetary relief, obligations or restrictions are imposed upon the Indemnitees and (v) the Proceeding does not involve any criminal liability, and the Indemnitor is willing to accept the proposed settlement offer but the Indemnitees refuse to accept such settlement offer, then the amount payable to the Indemnitees with respect to such Third-Party Claim will be limited to the amount of such settlement offer subject to the limitations contained in this Article VI . The Indemnitor may nevertheless propose in writing a good faith, reasonable settlement offer that meets the requirements set forth in the preceding sentence; provided, that the amount of any such proposed settlement offer may not exceed the limitations on the Indemnitor’s liability contained in this Article VI . If an Indemnitee refuses to agree to or make the proposed settlement offer to the claimant in the Third-Party Claim, any amount payable to the Indemnitees with respect to such Third-Party Claim will be limited to the amount of such proposed settlement offer. If any such settlement offer is made to any claimant and rejected by such claimant, the amount payable to the Indemnitee with respect to such claim will not be limited to the amount of such settlement offer but will remain subject to all other limitations set forth in this Agreement.

6.06 Indemnification Procedure for Non-Third-Party Claims . In the event any Indemnitee has a claim against any Indemnitor that does not involve a Third-Party Claim, the Indemnitee shall deliver a written notice describing such claim in reasonable detail to the Indemnitor within thirty (30) days after the discovery of the basis for such claim. Any failure or delay on the part of the Indemnitee to give such notice shall not affect whether an Indemnitor is liable to indemnify the Indemnitee except and to the extent that the Indemnitor is prejudiced thereby.

6.07 Exclusive Remedy . After the Closing, except in the case of fraud, or a Proceeding seeking an injunction, specific performance or other equitable relief, the indemnifications and recourse provided for under this Article VI are the parties’ sole and exclusive remedies, each against the other, with respect to breaches of warranties in this Agreement, or any other matter, of any kind or nature, arising under or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary and without limiting the preceding sentence, if any party successfully asserts a claim based on fraud, no limitations contained in this Agreement shall apply to such claim.

6.08 Tax Treatment . Any payments under this Article VI will be treated, for Tax purposes, as adjustments to the Purchase Price to the extent permitted by applicable Law.

ARTICLE VII

GENERAL PROVISIONS

7.01 Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any right, interest or obligation hereunder may be assigned, pledged or otherwise transferred by any party, whether by operation of law or otherwise, without the prior written consent of the other party or parties, and any such attempted assignment without such prior written consent shall be void; provided that Buyer may assign all or any portion of this Agreement to any Affiliate without the consent of any other party hereto, provided that no such assignment shall relieve Buyer from its obligations hereunder.

7.02 Expenses . Except as otherwise specifically provided herein or in any other Transaction Document, each party is responsible for such expenses as it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of the Transaction Documents. For the avoidance of doubt, this Section 7.02 shall survive the Closing.

7.03 Further Assurances . Subject to the terms and conditions of this Agreement, the parties will from time to time do and perform such additional acts and execute and deliver such additional documents and instruments as may be required by applicable Laws or reasonably requested by any party to establish, maintain or protect its rights and remedies or to effect the intents and purposes of this Agreement and the other Transaction Documents.

7.04 Knowledge Parties . References in this Agreement to the “ knowledge of the Company ” or words of similar import shall be deemed to refer to the actual knowledge of Kevin Martin, Matthew Riffle and Melea Strimple, after consultation with appropriate Company personnel who would reasonably be expected to have relevant knowledge of the subject matter based on such personnel’s role and duties.

7.05 Notices . Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (a) will be in writing; (b) will be sent by messenger, certified or registered U.S. mail, a nationally recognized express delivery service or e-mail or telecopier (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es), e-mail address or number(s) set forth below; and (c) will be deemed to have been given on the date of receipt by the addressee (or, if the date of receipt is not a business day during business hours of the recipient, on the first business day after the date of receipt), as evidenced by (i) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, (ii) a receipt generated by the sender’s telecopier showing that such communication was sent to the appropriate number on a specified date, if sent by telecopier, or (iii) evidence that such email was sent to the appropriate e-mail on a specified date, if sent by e-mail. All such communications will be sent to the following addresses, e-mail addresses or numbers, or to such other addresses or numbers as any party may inform the others by giving five (5) business days’ prior notice:

If to Seller (and, prior to the Closing, the Company): Kevin Martin 4367 Chicora Street Columbia, SC 29206-2901	With a copy to: Royer Cooper Cohen Braunfeld LLC 101 West Elm Street, Suite 400 Conshohocken, PA 29428 Attention: David Gitlin, Esquire

If to Buyer: Liberated Syndication, Inc. Attn: John Busshaus, CFO 5001 Baum Boulevard, Suite 770 Pittsburgh, PA 15213 john@libsyn.com 412-621-0902 x 105	With a copy to: Cohen & Grigsby, P.C.625 Liberty Avenue Pittsburgh, PA 15222 Attention: David Kalson, Esquire dkalson@cohenlaw.com

7.06 Miscellaneous .

(a) This Agreement: (i) may be amended only by a writing signed by each of the parties; (ii) may be executed in several counterparts, each of which is deemed an original but all of which constitute one and the same instrument, and delivery of an executed counterpart by fax, pdf or other electronic means shall be equally effective as delivery of a manually executed counterpart of this Agreement; (iii) together with the other Transaction Documents, contains the entire agreement of the parties with respect to the transactions contemplated hereby and thereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions; and (iv) when referencing “$” or “dollars” refers to U.S. dollars.

(b) The due performance or observance by a party of any of its obligations under this Agreement may be waived only by a writing signed by the party against whom enforcement of such waiver is sought, and any such waiver will be effective only to the extent specifically set forth in such writing. The waiver by a party of any breach or violation of any provision of this Agreement will not operate as, or be construed to be, a waiver of any subsequent breach or violation hereof.

(c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify the Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(d) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(e) In the event of any inconsistency between the statements in the body of this Agreement, the exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

7.07 Governing Law . This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance with the Laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflict of laws thereof.

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

7.09 Specific Performance .

(a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to seek an injunction or injunctions in any court of competent jurisdiction to prevent breaches of the provisions hereof and to enforce the specific performance of the terms hereof, in addition to any other remedy at law or equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement when expressly available pursuant to the terms of this Agreement and to enforce specifically the terms and provisions of this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

(b) To the extent any party hereto brings any Proceeding to enforce specifically the performance of the terms and provisions of this Agreement when expressly available to such party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended by (i) the amount of time during which such Proceeding is pending, plus twenty (20) business days, or (ii) such other time period established by the court presiding over such Proceeding.

7.10 No Third-Party Beneficiaries . Nothing herein express or implied is intended or shall be construed to confer upon or give to any Person, other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

7.11 Definitions . For purposes of this Agreement:

“ Acquired Company ” (and “ Acquired Companies ”) has the meaning set forth in Section 2.02 .

“ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.

“ Agreed Accounting Principles ” means the same accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies, historically used by the Company in preparing its consolidated balance sheets and consistent with the Financial Statements, which shall include the components identified on the calculation of Net Working Capital attached hereto as Schedule 7.11(a) .

“ Agreement ” has the meaning set forth in the Preamble.

“ Assets ” has the meaning set forth in Section 2.07 .

“ Average Price ” has the meaning set forth in Section 1.02(a)(i) .

“ Business Permit ” has the meaning set forth in Section 2.12(b) .

“ Buyer ” has the meaning set forth in the first paragraph of this Agreement.

“ Buyer Common Stock ” has the meaning set forth in Section 1.02(a)(i) .

“ Buyer Fundamental Representations ” has the meaning set forth in Section 6.01(b) .

“ Buyer Indemnitees ” has the meaning set forth in Section 6.02 .

“ Buyer-Prepared Tax Returns ” has the meaning set forth in Section 5.05(a)(ii) .

“ Buyer Shares ” has the meaning set forth in Section 1.02(a)(i) .

“ Buyer SEC Documents ” has the meaning set forth in Section 4.05(a) .

“ Cash ” means an amount equal to the sum of (i) the fair market value of all cash and cash equivalents (including marketable securities) of the Acquired Companies, (ii) plus all deposited but uncleared bank deposits (to the extent not included as a receivable in the determination of Net Working Capital), and (iii) less the face amount of any checks of the Acquired Companies outstanding as of the Closing (to the extent not included as a payable in the determination of Net Working Capital), in each case determined in accordance with the Agreed Accounting Principles.

“ Cash Adjustment Amount ” has the meaning set forth in Section 1.02(f) .

“ Cash Consideration ” has the meaning set forth in Section 1.02(a)(ii) .

“ CDI ” has the meaning set forth in Section 2.10(a)(ii).

“ Closing ” has the meaning set forth in Section 1.03(a) .

“ Closing Cash ” has the meaning set forth in Section 1.02(d) .

“ Closing Date ” has the meaning set forth in Section 1.03(a) .

“ Closing Indebtedness Amount ” has the meaning set forth in Section 1.02(d) .

“ Closing Net Working Capital ” has the meaning set forth in Section 1.02(d) .

“ Closing Payment Certificate ” means a certificate in the form attached hereto as Exhibit C , signed by an executive officer of the Company on behalf of the Company, which sets forth (a) a calculation of the payments to be made by Buyer in accordance with Section 1.03(b) , (b) the identity of each Person entitled to a payment pursuant to Section 1.03(b) , (c) the amount due to each such Person and (d) the applicable wire instructions for the account or accounts of such Person.

“ Closing Seller Transaction Expenses ” has the meaning set forth in Section 1.02(d) .

“ Closing Statement ” has the meaning set forth in Section 1.02(d) .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” has the meaning set forth in the recitals of this Agreement.

“ Company Fundamental Representations ” has the meaning set forth in Section 6.01(b) .

“ Company IP Rights ” has the meaning set forth in Section 2.09(a) .

“ Company License ” has the meaning set forth in Section 2.09(a) .

“ Company Registrations ” has the meaning set forth in Section 2.09(a) .

“ Company Source Code ” has the meaning set forth in Section 2.09(g) .

“ Company Systems ” has the meaning set forth in Section 2.09(m) .

“ Confidential Information ” has the meaning set forth in Section 5.06(c) .

“ Continuation Period ” has the meaning set forth in Section 5.09(a) .

“ Continuing Employees ” has the meaning set forth in Section 5.09(a) .

“ Contract ” means any agreement, contract, commitment or other legally binding arrangement or legally binding understanding, whether written or not.

“ CPA Firm ” has the meaning set forth in Section 1.02(e) .

“ Current Customers ” has the meaning set forth in Section 2.19(b).

“ Customer ” has the meaning set forth in Section 5.06(a)(i) .

“ Deductible ” has the meaning set forth in Section 6.04(a) .

“ Depreciation Recapture Tax Claim ” has the meaning set forth in Section 5.05(f)(ii) .

“ DFARS ” has the meaning set forth in Section 2.10(a)(ii).

“ Disclosure Breach ” has the meaning set forth in Section 6.04(e) .

“ Disputed Items ” has the meaning set forth in Section 1.02(e) .

“ Emerson Lease ” means that certain capital lease, revised as of August 14, 2014, by and between First American Commercial Bancorp, Inc. and the Company.

“ Environmental Agency ” has the meaning set forth in Section 2.18(c) .

“ Environmental Authorizations ” has the meaning set forth in Section 2.18(f) .

“ Environmental Laws ” has the meaning set forth in Section 2.18(a) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Escrow Agent ” means The Bank of New York Mellon.

“ Escrow Agreement ” has the meaning set forth in Section 1.03(b) .

“ Escrow Period ” has the meaning set forth in Section 6.04(b) .

“ Escrow Shares ” means $1,000,000 worth of Buyer Shares (as determined pursuant to Section 1.02(a)(i) ), which will be deposited with the Escrow Agent on the Closing Date pursuant to the Escrow Agreement.

“ Estimated Cash Consideration ” has the meaning set forth in Section 1.02(b) .

“ Estimated Closing Cash ” has the meaning set forth in Section 1.02(b) .

“ Estimated Closing Indebtedness Amount ” has the meaning set forth in Section 1.02(b) .

“ Estimated Closing Net Working Capital ” has the meaning set forth in Section 1.02(b) .

“ Estimated Closing Statement ” has the meaning set forth in Section 1.02(b) .

“ Estimated Seller Transaction Expenses ” has the meaning set forth in Section 1.02(b) .

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

“ Extraordinary Action ” has the meaning set forth in Section 5.05(a)(iii).

“ Final Adjustment Amount ” has the meaning set forth in Section 1.02(f) .

“ Final Cash Consideration ” has the meaning set forth in Section 1.02(e) .

“ Final Closing Cash ” has the meaning set forth in Section 1.02(e) .

“ Final Indebtedness Amount ” has the meaning set forth in Section 1.02(e) .

“ Final Net Working Capital ” has the meaning set forth in Section 1.02(e) .

“ Final Seller Transaction Expenses ” has the meaning set forth in Section 1.02(e) .

“ Financial Statements ” has the meaning set forth in Section 2.05(a) .

“ GAAP ” means United States generally accepted accounting principles.

“ General Cap ” has the meaning set forth in Section 6.04(b) .

“ Governmental Entity ” means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to United States federal, state or local government or foreign, international, multinational or other government, including any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof.

“ Hazardous Materials ” has the meaning set forth in Section 2.18(c) .

“ ICANN ” shall mean the Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation.

“ Indebtedness ” means the sum of all amounts (including the current portion thereof) owing by the Acquired Companies (including principal, interest, prepayment penalties or fees, premiums, breakage amounts, expense reimbursements or other amounts payable in connection with any repayment) in respect of: (i) any indebtedness for borrowed money, or with respect to deposits or advances of any kind to any Acquired Company, and any prepayment premiums, penalties and any other fees and expenses paid to satisfy such indebtedness, (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) any obligations to pay the deferred purchase price of property or services, including earnouts or other contingent payments, except trade accounts payable arising in the ordinary course of business, (iv) any obligations as lessee under capitalized leases; excluding the Emerson Lease, (v) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (vi) any obligation in respect of direct pay letters of credit and bankers’ acceptances and (to the extent drawn and/or to the extent that any Acquired Company has any reimbursement obligations which are due and payable) standby letters of credit, surety bonds or similar instruments, or any obligations upon which interest charges are customarily paid, in each case issued for the account of any Acquired Company, (vii) any obligations of others secured by any Lien (other than a Permitted Lien) on property or assets owned or acquired by any Acquired Company, whether or not the obligations secured thereby have been assumed, (viii) any obligations of any Acquired Company under interest rate or currency swap transactions (valued at the termination value thereof), (ix) any obligations of any Acquired Company to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property, (x) any guaranties or arrangements having the economic effect of a guaranty by any Acquired Company of any indebtedness of any other Person, and (xi) any accrued interest or penalties on any of the foregoing. For the avoidance of doubt, Indebtedness shall not include (A) any obligations under any performance bond or letter of credit to the extent undrawn or uncalled, (B) any Indebtedness included in current liabilities in the determination of Net Working Capital, (C) any intercompany Indebtedness solely among the Acquired Companies, (D) any Indebtedness incurred by Buyer and its Affiliates (and subsequently assumed by any Acquired Company) on the Closing Date, (E) any endorsement of negotiable instruments for collection in the ordinary course of business, and (F) Seller Transaction Expenses.

“ Indebtedness Adjustment Amount ” has the meaning set forth in Section 1.02(f) .

“ Indemnitee ” means any Person that is seeking indemnification from an Indemnitor pursuant to the provisions of this Agreement.

“ Indemnitor ” means any party to this Agreement from which any Indemnitee is seeking indemnification pursuant to the provisions of this Agreement.

“ Insurance Proceeds ” has the meaning set forth in Section 6.04(g) .

“ Intellectual Property Rights ” means all rights in the following in any jurisdiction throughout the world: (i) inventions, invention disclosures, industrial designs, patents, patent applications, and all reissues, continuations, continuations-in-part, revisions, divisionals, extensions and reexaminations in connection therewith, (ii) trademarks, service marks, trade names, trade dress and all other indicia of origin, all registrations, applications and renewals therefor, and all goodwill associated with any of the foregoing, (iii) copyrights, mask work rights, moral rights and all works of authorship, and all copyright registrations, applications, and renewals in connection therewith, (iv) Internet Properties, (v) software (including source code), (vi) confidential information, trade secrets and proprietary know how, and (vi) other proprietary and intellectual property rights.

“ Interim Balance Sheet ” has the meaning set forth in Section 2.05(a) .

“ Internet Properties ” means Uniform Resource Locators, Web site addresses, domain names and social media accounts and handles.

“ IRS ” has the meaning set forth in Section 2.14(g) .

“ Law ” means any statute, law, ordinance, rule or regulation of any Governmental Entity.

“ Leases ” has the meaning set forth in Section 2.08(b) .

“ Leased Personal Property ” has the meaning set forth in Section 2.07 .

“ Leased Real Property ” has the meaning set forth in Section 2.08(b) .

“ Lien ” means any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance

“ Litigation Conditions ” has the meaning set forth in Section 6.05(a) .

“ Lockup Period ” has the meaning set forth in Section 5.02(a) .

“ Losses ” has the meaning set forth in Section 6.02 .

“ Marriage and Property Settlement Agreements ” mean the Marriage and Property Settlement Agreement dated April 1, 2007 between Seller and Nancy Kumpfmiller, and the Marriage and Property Settlement Agreement dated September 23, 2010 between Seller and Doreen Valentine-Martin, in each case as amended.

“ Material Contracts ” has the meaning set forth in Section 2.10(b) .

“ Net Working Capital ” means the consolidated working capital of the Acquired Companies calculated in accordance with the Agreed Accounting Principles. Schedule 7.11(b) sets forth a sample calculation of Net Working Capital as of September 30, 2017.

“ Net Working Capital Adjustment Amount ” has the meaning set forth in Section 1.02(f) .

“ Net Working Capital Target ” means minus $217,000.

“ Objections Statement ” has the meaning set forth in Section 1.02(e) .

“ Open Source Material ” means all software, documentation or other material that is distributed as “free software”, “open source software” or under a similar licensing or distribution model, including, but not limited to, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth at www.opensource.org.

“ Order ” means any award, injunction, judgment, decree, order, ruling, subpoena or verdict or other decision issued, promulgated or entered by or with any Governmental Entity of competent jurisdiction.

“ Organizational Documents ” means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, certificate of organization, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

“ Owned Personal Property ” has the meaning set forth in Section 2.07 .

“ Payoff Letter ” has the meaning set forth in Section 1.02(b) .

“ PCBs ” has the meaning set forth in Section 2.18(e) .

“ PCI-DSS ” has the meaning set forth in Section 2.17(e) .

“ Permitted Liens ” means: (i) Liens for current taxes, assessments and governmental charges and levies that may be paid without penalty, interest or other additional charge or that are being contested in good faith by appropriate proceedings; (ii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other like Laws, in each case for amounts not yet due and payable; and (iii) such minor Liens, including utility and municipal easements and restrictions, if any, as do not detract in any respect from the value of the Real Property or other assets subject thereto and do not interfere with the use of the Real Property or other assets subject thereto.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body.

“ Personally Identifiable Information ” means any information relating to an identified or identifiable natural person or a device; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person or data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, financial information, and data concerning a natural person's sex life or sexual orientation tied to data relating to a natural person, and data regarding children under the age of 13.

“ Plans ” has the meaning set forth in Section 2.14(a) .

“ Post-Closing Plans ” has the meaning set forth in Section 5.09(b) .

“ Pre-Closing Tax Period ” has the meaning set forth in Section 5.05(a)(i) .

“ Pre-Paid Taxes ” has the meaning set forth in Section 5.05(i) .

“ Proceeding ” has the meaning set forth in Section 2.13 .

“ Prohibited Transaction ” has the meaning set forth in Section 5.02(b) .

“ Purchase Price ” has the meaning set forth in Section 1.02(a) .

“ Released Person ” has the meaning set forth in Section 5.07 .

“ Remaining Escrow Shares ” has the meaning set forth in Section 6.04(b).

“ Responsible Party ” has the meaning set forth in Section 6.05(e) .

“ Restricted Period ” has the meaning set forth in Section 5.06(a) .

“ Restricted Services ” has the meaning set forth in Section 5.06(a)(i) .

“ Restrictive Covenants ” has the meaning set forth in Section 5.06(d) .

“ Section 338(h)(10) Election ” has the meaning set forth in Section 5.05(f)(i) .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller Associated Party ” has the meaning set forth in Section 5.07.

“ Seller Fundamental Representations ” has the meaning set forth in Section 6.01(b) .

“ Seller Indemnitees ” has the meaning set forth in Section 6.03 .

“ Seller Loans ” means any and all extensions of credit, borrowed money, advances or other amounts owed to any Acquired Company by Seller, including the loans represented by that certain open-term demand promissory note dated January 1, 2017 in the aggregate principal amount of up to $17,500,000.

“ Seller-Prepared Tax Returns ” has the meaning set forth in Section 5.05(a)(ii) .

“ Seller Released Claims ” has the meaning set forth in Section 5.07.

“ Seller Transaction Expenses ” means (i) the amounts incurred by the Acquired Companies unpaid as of the Closing, or by any of their Affiliates for which the Acquired Companies are liable, in connection with the preparation, execution and consummation of this Agreement and the other Transaction Documents unpaid as of the Closing, including fees, costs, expenses and/or reimbursements to attorneys, accountants, investment bankers, financial advisors and other service providers in connection with the transactions contemplated by this Agreement; provided, that “Seller Transaction Expenses” shall not include any amounts reflected in Indebtedness, current liabilities in Net Working Capital or Employee Payments; and (ii) any amounts payable by any Acquired Company to any of its employees as the result of the consummation of the transactions contemplated hereby pursuant to any Contract or other arrangement in effect immediately prior to Closing that remain unpaid as of the Closing, including without limitation amounts payable at the Closing in connection with any stay bonus or transaction bonus or any obligation to pay any amount similar to any of the foregoing, and the employer portion of any payroll Taxes arising from any of the foregoing.

“ Seller Transaction Expense Adjustment Amount ” has the meaning set forth in Section 1.02(f) .

“ Seller ” has the meaning set forth in the first paragraph of this Agreement.

“ Services ” has the meaning set forth in Section 5.08 .

“ Shares ” has the meaning set forth in the recitals of this Agreement.

“ Straddle Period ” has the meaning set forth in Section 5.05(a)(i) .

“ Subsidiary ” means, with respect to any party, any Person, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership), or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such Person is directly or indirectly owned or controlled by such party and/or by any one or more of its Subsidiaries.

“ Tax ” (Including with correlative meaning the terms “ Taxes ” and “ Taxable ”) means any and all taxes, including, without limitation, income, gross receipts, corporation, ad valorem, premium, value-added, net worth, capital stock, capital gains, documentary, recapture, alternative or add-on minimum, disability, recording, excise, real property, personal property, sales, use, service, service use, transfer, withholding, employment, unemployment, insurance, social security, national insurance, environmental, workers compensation, payroll, profits, severance, stamp, occupation, windfall profits, franchise, estimated and other taxes of any kind whatsoever imposed by the United States of America or any state, local or foreign government, or any agency or political subdivision thereof, and any interest, fines, penalties, assessments or additions to tax imposed with respect to such items or any contest or dispute thereof.

“ Tax Claim ” has the meaning set forth in Section 5.05(e) .

“ Tax Losses ” has the meaning set forth in Section 5.05(a)(i) .

“ Tax Return ” means any and all reports, returns (including information returns), declarations, or statements relating to Taxes, including any schedule or attachment thereto and any related or supporting workpapers or information with respect to any of the foregoing, including any amendment thereof filed with or submitted to any Governmental Authority in connection with the determination, assessment, collection or payment of Taxes or in connection with the administration, implementation or enforcement of or compliance with any legal requirement relating to any Tax, and including, for the avoidance of doubt, U.S. Department of the Treasury Form FinCen 114.

“ Tax Representations ” has the meaning set forth in Section 6.01(b) .

“ Third-Party Claim ” has the meaning set forth in Section 6.05(a) .

“ Transaction Documents ” means this Agreement, the Escrow Agreement, the Closing Payment Certificate, the Payoff Letters and each other agreement, instrument, certificate and document contemplated by this Agreement.

“ Transaction Expense Statement ” has the meaning set forth in Section 1.02(b) .

“ Transfer Taxes ” has the meaning set forth in Section 5.05(c) .

“ VDR ” means the virtual data room hosted by IntraLinks under the name Project White Water at: https://services.intralinks.com/web/index.html?#workspace/4198015/documents .

7.12 Interpretation . Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (a) “either” and “or” are not exclusive and “include,” “includes” and “including” are not limiting; (b) “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) “date of this Agreement” refers to the date set forth in the initial caption of this Agreement; (d) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (e) the descriptive headings and table of contents included herein are included for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any provision hereof; (f) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (g) references to a contract or agreement mean such contract or agreement as amended or otherwise supplemented or modified from time to time; (h) references to a Person are also to its permitted successors and assigns; (i) references to an “Article,” “Section,” “Exhibit” or “Schedule” refer to an Article or Section of, or an Exhibit or Schedule to, this Agreement; (j) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States; (k) references to a federal, state, local or foreign Law mean such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time and include any rules, regulations and delegated legislation issued thereunder; (l) references to accounting terms used and not otherwise defined herein have the meaning assigned to them under GAAP; and (m) references to lists or attachments on Schedules or the Disclosure Schedule or lists provided to the Buyer shall be to true, correct and complete lists and attachments, and references to copies shall be to true, correct and complete copies all of which have been provided or made available to the Buyer. References in this Agreement to documents that are made available to Buyer shall be deemed to include documents that are contained in the VDR five (5) business days prior to the date of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. No summary of this Agreement prepared by any Party shall affect the meaning or interpretation of this Agreement. If any date on which a Party is required to make a payment or a delivery pursuant to the terms hereof is not a business day, then such Party shall make such payment or delivery on the next succeeding business day.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT

BUYER

LIBERATED SYNDICATION, INC.

By:

Name:

Title:

SELLER

Kevin Martin

Exhibit 10.1

LOAN AGREEMENT

among

LIBERATED SYNDICATION INC.,

WEBMAYHEM, INC. and

PAIR NETWORKS, INC.

and

FIRST COMMONWEALTH BANK

DECEMBER 27, 2017

TABLE OF CONTENTS

SECTION		PAGE

ARTICLE I DEFINITIONS		1
1.01	Certain Definitions.	1
1.02	Construction and Interpretation.	12
ARTICLE II THE CREDIT FACILITIES		13
2.01	The Revolving Credit Facility Commitment.	13
2.02	Term Loan.	15
2.03	Letters of Credit.	15
2.04	Interest Rates.	17
2.05	Selection of Interest Rate Options.	20
2.06	Late Charge.	20
2.07	Fees and Expenses.	20
2.08	Payments; Prepayments.	20
2.09	Loss of Margin.	22
2.1	Loan Account.	23
2.11	Security.	23
2.12	Indemnity.	23
ARTICLE III REPRESENTATIONS AND WARRANTIES		24
3.01	Organization and Qualification; No Subsidiaries.	24
3.02	Authority; Power to Carry on Business; Licenses.	24
3.03	Execution and Binding Effect.	24
3.04	Absence of Violations.	24
3.05	Authorizations and Filings.	25
3.06	Ownership and Control.	25
3.07	Officers, Directors and Business.	25
3.08	Title to Property.	25
3.09	Financial Information.	25
3.1	Taxes.	25
3.11	Contracts.	26
3.12	Litigation.	26
3.13	Laws.	26
3.14	ERISA.	26
3.15	Patents, Licenses, Franchises.	26
3.16	Use of Proceeds.	26
3.17	Margin Stock.	26
3.18	No Material Adverse Change.	27
3.19	Security Interest.	27
3.2	Labor Controversies.	27
3.21	Solvency.	27
3.22	Anti-Terrorism Laws.	27
3.23	Governmental Regulation.	28
3.24	Accurate and Complete Disclosure; Continuing Representations and Warranties.	28
ARTICLE IV CONDITIONS OF LENDING		28
4.01	Representations and Warranties; Events of Default and Potential Defaults.	28

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4.02	Loan Documents.	29
4.03	UCC Financing Statements.	29
4.04	Other Documents and Conditions.	29
4.05	Details, Proceedings and Documents.	31
4.06	Fees and Expenses.	31
ARTICLE V AFFIRMATIVE COVENANTS		31
5.01	Reporting and Information Requirements.	31
5.02	Preservation of Existence and Franchises.	33
5.03	Maintenance of Insurance.	33
5.04	Maintenance of Property.	34
5.05	Payment of Liabilities.	34
5.06	Financial Accounting Practices.	34
5.07	Compliance with Laws.	34
5.08	Continuation of and/or Change in Business.	34
5.09	Use of Proceeds.	35
5.1	Lien Searches.	35
5.11	Compliance with Licensing Bodies.	35
5.12	Further Assurances.	35
5.13	Operating Accounts.	35
5.14	Financial Covenants.	35
5.15	Pension Plans.	36
ARTICLE VI NEGATIVE COVENANTS		36
6.01	Liens.	36
6.02	Indebtedness.	37
6.03	Guarantees and Contingent Liabilities.	37
6.04	Loans and Investments; Subsidiaries.	38
6.05	Distributions.	38
6.06	Transactions with Affiliates.	39
6.07	Indemnification and other Payments.	39
6.08	Disposition of Assets.	39
6.09	Anti-Terrorism Laws.	39
6.1	Margin Stock.	40
6.11	Merger; Consolidation; Business Acquisitions.	40
6.12	Double Negative Pledge.	40
6.13	Sale/Leaseback.	40
6.14	Ownership and Control.	40
6.15	Fiscal Year.	40
6.16	Modifications to Material Documents.	40
ARTICLE VII DEFAULTS		41
7.01	Events of Default.	41
7.02	Consequences of an Event of Default.	43
7.03	Other Remedies.	43
ARTICLE VIII MISCELLANEOUS		44

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8.01	Business Days.	44
8.02	Amendments and Waivers.	44
8.03	No Implied Waiver; Cumulative Remedies.	44
8.04	Notices.	45
8.05	Expenses; Taxes; Attorney’s Fees.	45
8.06	Proceedings, Etc.	46
8.07	No Third Party Rights.	46
8.08	Severability.	46
8.09	Governing Law; Consent to Jurisdiction.	46
8.1	Prior Understandings.	46
8.11	Duration; Survival.	46
8.12	Counterparts.	47
8.13	Successors and Assigns.	47
8.14	No Third Party Beneficiaries.	47
8.15	Participation and Assignment.	47
8.16	Exhibits.	47
8.17	Headings.	47
8.18	Indemnity.	48
8.19	Limitation of Liability.	48
8.2	Confidentiality.	48
8.21	Payment of Obligations; Joint and Several Obligations of Borrowers.	49
8.22	Relative Priority of Security Interests; Limitation of Certain Liabilities.	49
8.23	Waiver of Trial by Jury.	49

LIST OF EXHIBITS AND SCHEDULES

Exhibits :

Exhibit A – Form of Loan Request

Exhibit B – Form of Compliance Certificate

Schedules :

Schedule 1.1(A) – Pricing Matrix

Schedule 1.1(B) – Description of the Transaction

Schedule 3.06 – Ownership and Control

Schedule 3.07 – Officers, Directors and Business

Schedule 3.15 – Patents, Licenses, Franchises

Schedule 6.01 – Liens

Schedule 6.02 – Indebtedness

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”), is effective as of December 27, 2017 among LIBERATED SYNDICATION INC. , a Nevada corporation (“ Libsyn ”), WEBMAYHEM, INC. , a Pennsylvania corporation (“ Webmayhem ”), and PAIR NETWORKS, INC. , a Pennsylvania corporation (“ Pair Networks ” and, together with Libsyn and Webmayhem, the “ Borrowers ” and each, a “ Borrower ”), and FIRST COMMONWEALTH BANK , a Pennsylvania bank and trust company (the “ Bank ”).

BACKGROUND:

The Borrowers have requested that the Bank extend certain credit facilities to the Borrowers, and the Bank is willing to do so on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.01 Certain Definitions .

In addition to other words and terms defined elsewhere in this Agreement, the following words and terms have the following meanings, respectively, unless the context otherwise clearly requires:

“Adjusted EBITDA” means:

(i) on the last day of the first full fiscal quarter following the Closing Date, EBITDA for such quarter divided by 0.25;

(ii) on the last day of the second full fiscal quarter following the Closing Date, (A) the sum of EBITDA for such quarter and for the preceding quarter, divided by (B) 0.50;

(iii) on the last day of the third full fiscal quarter following the Closing Date, (A) the sum of EBITDA for such quarter and the preceding two quarters, divided by (B) 0.75; and

(iv) on the last day of the fourth full fiscal quarter following the Closing Date, and thereafter, trailing four quarter EBITDA.

“Adjusted Fixed Charges” means:

(i) on the last day of the first full fiscal quarter following the Closing Date, Fixed Charges for such quarter, with items (i) and (ii) from the definition of Fixed Charges for such period divided by 0.25;

(ii) on the last day of the second full fiscal quarter following the Closing Date, the sum of Fixed Charges for such quarter and the preceding quarter, with the sum of items (i) and (ii) from the definition of Fixed Charges for such period divided by 0.50;

(iii) on the last day of the third full fiscal quarter following the Closing Date, the sum of Fixed Charges for such quarter and the preceding two quarters, with the sum of items (i) and (ii) from the definition of Fixed Charges for such period divided by 0.75; and

(iv) on the last day of the fourth full fiscal quarter following the Closing Date, trailing four quarter Fixed Charges.

“Affiliate” as to any Person means any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds twenty-five percent (25%) or more of any class of the voting or other Equity Interests of such Person, or (iii) twenty-five percent (25%) or more of any class of voting interests or other Equity Interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.

“Agreement” is defined in the preamble hereof and includes all amendments, restatements, modifications and supplements hereto from time to time, including all schedules and exhibits.

“Anti-Terrorism Laws” means any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Rate” means the rate per annum equal to (i) in the case of Revolving Credit Loans, the sum of the LIBOR Rate plus the Applicable Margin or the Prime Rate plus the Applicable Margin, as determined pursuant to Section 2.04 hereof, and (ii) in the case of the Term Loan, the sum of the LIBOR Rate plus the Applicable Margin.

“Applicable Margin” means, as applicable:

(a) the percentage spread to be added to the Prime Rate applicable to Revolving Credit Loans under the Prime Rate Option based on the Borrowers’ Cash Balance as of the most recent fiscal quarter ended according to the pricing grid on Schedule 1.1(A) below the heading “Applicable Prime Rate Margin;” or

(b) the percentage to be added to the LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option, and the percentage to be added to the LIBOR Rate applicable to the Term Loan, in each case based on the Borrowers’ Cash Balance as of the most recent fiscal quarter ended according to the pricing grid on Schedule 1.1(A) below the heading “Applicable LIBOR Margin.”

“Asset Sale” any Disposition of property or series of related Dispositions of property, excluding any such Disposition permitted by Section 6.08 hereof.

“Bank” means First Commonwealth Bank, a Pennsylvania bank and trust company with an office at 437 Grant Street, Frick Building, Suite 1600, Pittsburgh, PA 15219.

“Borrower” and “Borrowers” are defined in the preamble to this Agreement.

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“Borrowers’ Cash Balance” means, as of the date of determination, the Borrowers’ cash on deposit at the Bank on such date.

“Borrowing Date” means, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

“Borrowing Tranche” means specified portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies that have the same Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to which the Prime Rate applies shall constitute one Borrowing Tranche.

“Business Day” means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania.

“Capital Expenditures” means all expenditures made or liabilities incurred by any Borrower that are, in accordance with GAAP, treated as a capital expenditure and not as an expense item for the year in which they were made or incurred, as the case may be, in each case excluding any such expenditures made to restore, replace or rebuild property following any damage, loss, destruction or condemnation, to the extent such expenditures are made with insurance or condemnation proceeds.

“Capital Lease” means any lease of any tangible or intangible property (whether real, personal or mixed), however denoted, that is required by GAAP to be reflected as a liability on the balance sheet of the lessee.

“Capitalized Lease Obligation” means, with respect to each Capital Lease, the amount of the liability reflecting the aggregate discounted amount of future payments under such Capital Lease calculated in accordance with GAAP and Statement of Financial Accounting Standards No. 13 (as supplemented and modified from time to time), and any corresponding future interpretations by the Financial Accounting Standards Board or any successor thereto.

“Cash Equivalent” as to any Person, means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such Person, (b) time deposits and certificates of deposit of any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any State thereof or, the District of Columbia or any foreign jurisdiction having capital, surplus and undivided profits aggregating in excess of $500,000,000, having maturities of not more than one year from the date of acquisition by such Person, (c) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, (d) commercial paper issued by any issuer rated at least A-1 by S&P or at least P-1 by Moody's (or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally), and in each case maturing not more than one year after the date of acquisition by such Person or (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above.

“Closing” means the closing of the transactions provided for in this Agreement on the Closing Date.

“Closing Date” means December 27, 2017, or such other date upon which the parties may agree.

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“Code” means the Internal Revenue Code of 1986 as amended along with the rules, regulations, decisions and other official interpretations in connection therewith.

“Collateral” is defined in Section 3.19 hereof.

“Commitment Fees” means the Revolving Credit Facility Commitment Fee and the Term Loan Commitment Fee.

“Commitments” means the Revolving Credit Facility Commitment and the Term Loan Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Control” means (a) the power to vote at least 50% of the outstanding shares of any class of stock of a corporation or equity, membership or ownership interest in any partnership, limited partnership, limited liability company or other business entity, or (b) the beneficial ownership of at least 50% of (i) the outstanding shares of any class of stock of a corporation or (ii) of any outstanding equity, membership or ownership interest in any other Person, or (c) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.

“Default Rate” is defined in Section 2.04(e) hereof.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (whether in one transaction or in a series of transactions, and including any sale and leaseback transaction) of any property, or the granting of any option or other right to do any of the foregoing, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Distributions” means, for the period of determination, (i) all distributions of cash, securities or other property on or in respect of any Equity Interest in any Borrower, (ii) all purchases, redemptions or other acquisitions by a Borrower of any Equity Interest in such Borrower, determined in accordance with GAAP, (iii) any payment, loan or advance to an Equity Interest holder of a Borrower, whether in the capacity as an equity owner or otherwise, except current salaries or other current compensation, the payment of which is not otherwise restricted under the Loan Documents, paid in the ordinary course of business, consistent with past practice, any payment of principal, interest, fees or other amounts in respect of any Indebtedness owed such Borrower to an Equity Interest holder of such Borrower; and any forgiveness or release without adequate consideration by a Borrower of any indebtedness or other obligation owing to such Borrower by an Equity Interest holder of such Borrower.

“EBITDA” means, for the period of determination (i) Net Income of Borrowers; plus (ii) depreciation, amortization and other non-cash charges (including stock issuances and stock options); plus (iii) Interest Expense; plus (iv) all income, capital or profits taxes (including franchise and similar taxes), including tax distributions; plus (or minus) (v) other extraordinary, unusual or non-recurring expenses (or credits), subject to review by the Bank in its reasonable discretion, all determined in accordance with GAAP.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership (or profit) interests in a Person (other than a corporation), securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, and any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as in effect as of the date of this Agreement and as amended from time to time in the future, and any successor statute of similar impact, and the rules and regulations thereunder, or from time to time in effect.

“ERISA Affiliate” means a Person who is under common control with any Borrower within the meaning of Section 414(b) of the Code including, but not limited to, a subsidiary of a Borrower.

“ERISA Event” shall mean (i) with respect to a Pension Plan, a reportable event under Section 4043 of ERISA as to which event (after taking into account notice waivers provided for in the regulations) there is a duty to give notice to the PBGC; (ii) a withdrawal by any Borrower or any member of the ERISA Group from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal by any Borrower or any member of the ERISA Group from a Multiemployer Plan, notification that a Multiemployer Plan is in reorganization, or occurrence of an event described in Section 4041A(a) of ERISA that results in the termination of a Multiemployer Plan; (iv) the filing of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan amendment as a termination under Section 4041(e) of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (v) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (vi) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any member of the ERISA Group.

“ERISA Group” means, at any time, any Borrower and other Loan Parties and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Borrower and other Loan Parties, are treated as a single employer under Section 414 of the Code or Section 4001(b)(1) of ERISA.

“Event of Default” means any of the Events of Default described in Section 7.01 hereof and referred to therein as an “Event of Default”.

“Excess Liquidity” means, for the period of determination, cash and Cash Equivalents as shown on the Borrowers’ consolidated balance sheet in excess of Four Million Six Hundred Thousand Dollars ($4,600,000.00).

“Excess Liquidity Application Date” means the date that is no later than five (5) Business Days after the date on which the annual financial statements that the Borrowers are required to deliver to the Bank pursuant to Section 5.01(a) hereof, for the year with respect to which Excess Liquidity is being determined, are required to be delivered to the Bank.

“Excess Interest” is defined in Section 2.04(h) hereof.

“Executive Order No. 13224” means Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

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“Excluded Swap Obligation” means, with respect to any guarantor of a Swap Obligation, including the grant of a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal.

“Fixed Charges” means, for the period of determination, the sum of: (i) all scheduled payments of principal of the Obligations paid during such period, to the extent there is an equivalent, permanent reduction in the Commitments hereunder; (ii) net cash interest expense for such period; (iii) income taxes paid or payable; (iv) Distributions paid in cash, to the extent permitted hereunder; (v) all fees paid to the Bank under any Loan Document; and (vi) Unfinanced Capital Expenditures, in each case determined in accordance with GAAP.

“Fixed Charges Coverage Ratio” means, for the period of determination, the ratio of Adjusted EBITDA to Adjusted Fixed Charges, in each case determined in accordance with GAAP.

“GAAP” means generally accepted accounting principles (as such principles may change from time to time), which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a consistent basis as to classification of items and amounts.

“Guarantor” or “Guarantors” means, singularly or collectively, as the context may require, any Person that executes and delivers to the Bank a Guaranty Agreement on or after the date hereof.

“Guaranty” or “Guaranties” means, singularly or collectively, as the context may require, any obligation of a Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“Guaranty Agreement” or “Guaranty Agreements” means, singularly or collectively, as the context may require, any guaranty and suretyship agreement executed and delivered to the Bank on or after the date hereof in connection with this Agreement, as each may be amended, modified, supplemented or restated from time to time.

“Indebtedness” means, as to any Person at any time, without duplication, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit or hedge agreement, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past due), or (v) any Guaranty of Indebtedness for borrowed money.

“Indemnified Liabilities” shall have the meaning set forth in Section 8.18 hereof.

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“Indemnitees” shall have the meaning set forth in Section 8.18 hereof.

“Interest Period” means the period of time selected by the Borrowers in connection with, and to apply to, any election permitted hereunder by the Borrowers to have Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be in one, two, three or six months, as selected by the Borrowers. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the date on which a Loan is made, or (ii) the date of renewal of, or conversion to, the LIBOR Rate Option, if the Borrowers are renewing or converting to the LIBOR Rate Option applicable to any outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period that would otherwise end on a date that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (B) the Borrowers may not select, convert or renew an Interest Period for any portion of the Loans that would end after the Revolving Credit Expiry Date, the Term Loan Maturity Date.

“Interest Rate Option” means the LIBOR Rate Option or the Prime Rate Option.

“Law” means any applicable law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

“Letters of Credit” means any and all letters of credit issued by the Bank pursuant to this Agreement.

“Letter of Credit Sublimit” means the sum of Five Hundred Thousand Dollars ($500,000.00).

“LIBOR Rate” means a variable interest rate per annum (rounded upwards, if necessary to the nearest one hundredth of one percent (1/100 th of 1%)) equal to ICE Benchmark Administration LIBOR Rate (“ICE LIBOR”), as published by Bloomberg (or such other commercially available source providing quotations of ICE LIBOR as may be designated by the Bank from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of the applicable Interest Period, for United States dollar deposits with a term equivalent to such Interest Period or, (y) if such rate is not available, the rate of interest per annum determined by the Bank to be the average rate per annum at which United States dollar deposits in a similar amount are offered for such Interest Period by major banks in the London interbank deposit market at approximately 11:00 a.m. London time two (2) Business Days prior to the commencement of the Interest Period. Notwithstanding the foregoing, if the LIBOR Rate, as determined herein, would be less than zero (0.00), such LIBOR Rate shall be deemed to be zero (0.00) for purposes of this Agreement.

“LIBOR Rate Option” means option of the Borrowers to have Loans bear interest at the LIBOR Rate plus the Applicable Margin.

“Lien” means any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature including, but not limited to, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security for Indebtedness.

“Loan” or “Loans” means, singularly or collectively, as the context may require, the loan or loans made by the Bank to the Borrowers under this Agreement, including, but not limited to, the Revolving Credit Loan, the Term Loan, and any other credit to the Borrowers extended by the Bank in accordance with Article II hereof, as evidenced by the Notes.

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“Loan Account” means that as set forth in Section 2.10 hereof.

“Loan Document” or “Loan Documents” means, singularly or collectively, as the context may require, (i) this Agreement, (ii) the Notes, (iii) the Notice of Waiver, (iv) the Security Agreement, (v) the UCC financing statements filed in accordance with the Security Agreement, (vi) any Guaranty Agreement, and (vii) any and all other documents, instruments, certificates and agreements executed and delivered in connection with this Agreement, as any of them may be amended, modified, extended or supplemented from time to time.

“Loan Request” is defined in Section 2.01(c) hereof.

“Material Adverse Change” means any set of circumstances or events which has any Material Adverse Effect upon (a) the business, operations, condition (financial or otherwise) of the Borrowers or the Collateral; (b) the ability of a Borrowers to punctually perform any of its payment or other obligations under this Agreement or any other Loan Document; (c) the legality, validity or enforceability of the obligations of any Borrower under this Agreement or any other Loan Document; or (d) the ability of the Bank to exercise its rights and remedies with respect to, or otherwise realize upon, the Collateral or any other security for the Obligations.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, condition (financial or otherwise) of a Borrower or the Collateral; (b) the ability of a Borrower to punctually perform any of its payment or other obligations under this Agreement or any other Loan Document; (c) the legality, validity or enforceability of the obligations of any Borrower under this Agreement or any other Loan Document; or (d) the ability of the Bank to exercise its rights and remedies with respect to, or otherwise realize upon, the Collateral or any other security for the Obligations.

“Maximum Rate” is defined in Section 2.04(h) hereof.

“Net Cash Proceeds” means (a) in connection with any Asset Sale or any Recovery Event, the proceeds therefrom in the form of cash and Cash Equivalents (including any such proceeds actually received from deferred payments), net of attorneys’ fees, accountants’ fees, amounts required to be reserved for indemnification, adjustment of purchase price or similar obligations pursuant to the agreements governing such Asset Sale, amounts required to be applied to the repayment of debt secured by a Permitted Lien on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to the Security Agreement) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid (after taking into account any available tax credits or deductions and any tax sharing arrangements), and (b) in connection with any issuance or sale of Equity Interests or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“Net Income” means, for the period of determination, net income or loss (after taxes) of Borrowers excluding, however, extraordinary gains or losses, in each case determined in accordance with GAAP.

“Note” or “Notes” means, singularly or collectively as the context may require, the Revolving Credit Note, the Term Loan Note, any other note or notes of the Borrowers executed and delivered pursuant to this Agreement, together with all extensions, renewals, refinancings or refundings in whole or in part, as amended, modified, supplemented or restated from time to time.

“Notice of Waiver” means the Notice of Waiver of Rights Regarding Warrants of Attorney, Execution Rights, and Waiver of Rights to Prior Notice and Judicial Hearing, dated of even date herewith, executed by the Borrowers for the benefit of the Bank, as may be amended, modified, restated or supplemented from time to time.

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“Notices” shall have the meaning set forth in Section 8.04 hereof.

“Obligations” means, collectively, (A) all Indebtedness, whether of principal, interest, fees, expenses or otherwise, of the Borrowers to the Bank, whether now existing or hereafter incurred including, but not limited to, future loans and advances, if any, under this Agreement, the Notes and the other Loan Documents, as the same may be amended from time to time, together with any and all extensions, renewals, refinancings or refundings thereof in whole or in part; (B) all other obligations for the repayment of borrowed money, whether of principal, interest, fees, expenses or otherwise, of the Borrowers to the Bank, whether now existing or hereafter incurred, whether under letters or advices of credit, lines of credit, other financing arrangements or otherwise (including, but not limited to, any obligations arising as a result of any overdrafts), whether or not related to this Agreement or to the Notes, whether or not contemplated by the Bank or the Borrowers at the date hereof and whether direct, indirect, matured or contingent, joint or several, or otherwise, together with any and all extensions, renewals, refinancings or refundings thereof in whole or in part; (C) all liabilities or obligations arising out of or in connection with overdrafts on deposit or other accounts or out of electronic funds transfers (whether by wire or wire transfer through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Bank to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Bank’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements; (D) all liabilities or obligations arising out of or in connection with treasury management services or Rate Management Obligations;(E) all costs and expenses including, without limitation, reasonable attorneys’ fees and legal expenses, incurred by the Bank in the collection of any of the indebtedness referred to in clauses (A), (B), (C) or (D) above in amounts due and owing to the Bank under this Agreement, the Notes or the other Loan Documents; and (F) any advances made by the Bank for the maintenance, preservation, protection or enforcement of, or realization upon, any property or assets now or hereafter made subject to a Lien granted pursuant to this Agreement, the Notes, the other Loan Documents or pursuant to any agreement, instrument or note relating to any of the Obligations, including, without limitation, advances for taxes, insurance, repairs and the like. The foregoing notwithstanding, the term “Obligations” shall not include any Excluded Swap Obligation.

“Official Body” means any government or political subdivision or any agency, authority, bureau, central bank, board, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Title IV of ERISA.

“Pension Plan” means at any time an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, or in the case of a “multiple employer” or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Lien” and “Permitted Liens” are defined in Section 6.01 hereof.

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

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“Plan” means any deferred compensation program, including both single and multi-employer plans, subject to Title IV of ERISA and established and maintained for employees, officers or directors of the Borrowers, any subsidiary of any Borrower or any ERISA Affiliate.

“Pledge Agreement” means the Pledge Agreement of even date herewith made by Libsyn for the benefit of the Bank, as amended, modified, supplemented or restated from time to time.

“Potential Default” means any event or condition which with notice, passage of time or determination by the Bank, or any combination of the foregoing, would constitute an Event of Default.

“Prime Rate” means the prime rate of interest as published in The Wall Street Journal; provided, however, that if The Wall Street Journal ceases to publish such rate, then the interest rate shall be determined by reference to a comparable publication designated by Bank. The Prime Rate may or may not be the most favorable rate charged by the Bank to its customers from time to time. For any Loan made at the Prime Rate, the interest rate shall change simultaneously with changes to the Prime Rate.

“Prime Rate Option” means the option of the Borrowers to have Loans bear interest at the Prime Rate plus the Applicable Margin.

“Prohibited Transaction” means any transaction which is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA.

“Purchase Agreement” means the Stock Purchase Agreement dated as of December 27, 2017 between Libsyn and the Seller named therein, as the same may be amended, modified, supplemented or restated from time to time, pursuant to which Holdings is acquiring certain Equity Interests from Seller.

“Rate Management Agreement” means any agreement, device or arrangement providing for payments which are related to fluctuations in interest rates, exchange rates, forward rates or equity prices, including without limitation, any ISDA Master Agreement between a Borrower and the Bank.

“Rate Management Obligation” means any and all obligations of the Borrowers to the Bank under or in connection with (i) any and all Rate Management Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Agreement.

“Recovery Event” means any settlement of or payment to a Borrower with respect to any property or casualty insurance claim or any condemnation proceeding relating to any asset of such party.

“Reinvestment Notice” means a written notice executed by an officer of a Borrower stating that no Event of Default has occurred and is continuing and that the Borrower intends to use all or a specified portion of the Net Cash Proceeds of a Recovery Event to acquire or repair operating assets used or useful in the Borrower's business.

“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, except any such event as to which the provision for thirty (30) days’ notice to the PBGC is waived under applicable regulations.

“Required Deductions” is defined in Section 2.08(a) hereof.

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“Reserve Requirement” means the percentage that the Bank determines to be the maximum reserve requirement (including, without limitation, any emergency, marginal, special or supplemental reserve requirement) prescribed for so-called "Eurocurrency liabilities" (or any other category of Eurocurrency funding) prescribed by the Board of Governors of the Federal Reserve System (or under any successor regulation that the Bank determines to be applicable) with each change in such maximum reserve requirement automatically, immediately and without notice changing the LIBOR Rate thereafter applicable to each LIBOR Rate Option.

“Revolving Credit Expiry Date” means December 27, 2022.

“Revolving Credit Facility Amount” means Two Million Dollars ($2,000,000.00).

“Revolving Credit Facility Commitment” is defined in Section 2.01(a) hereof.

“Revolving Credit Facility Commitment Fee” is defined in Section 2.07 hereof.

“Revolving Credit Loan” or “Revolving Credit Loans”, singularly or collectively as the context may require, shall have the meaning forth in Section 2.01(a) hereof.

“Revolving Credit Note” means the Revolving Credit Note of the Borrowers, executed and delivered pursuant to Section 2.01(b) of this Agreement, together with all extensions, renewals, refinancings or refundings, in whole or in part, as may be amended, modified, supplemented or restated from time to time.

“Security Agreements” means, collectively, (i) the Security Agreement made by the Borrowers for the benefit of the Bank, (ii) the Pledge Agreement, and (iii) each other agreement securing the Obligations or granting a Lien in favor of the Bank in respect of such Obligations, each dated of even date herewith and each as amended, modified, supplemented or restated from time to time.

“Solvent” means, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Swap Obligation” means any Rate Management Obligation that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, as amended from time to time.

“Termination Event” means (i) a Reportable Event, (ii) the termination of a single employer Plan or the treatment of a single employer Plan amendment as the termination of such Plan under Section 4041 of ERISA, or the filing of a notice of intent to terminate a single employer Plan, or (iii) the institution of proceedings to terminate a single employer Plan by the PBGC under Section 4042 of ERISA, or (iv) the appointment of a trustee to administer any single employer Plan.

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“Term Loan” is defined in Section 2.02 (a) hereof.

“Term Loan Commitment” is defined in Section 2.02(a) hereof.

“Term Loan Commitment Fee” is defined in Section 2.07 hereof.

“Term Loan Facility Amount” means Eight Million Dollars ($8,000,000.00).

“Term Loan Maturity Date” means December 27, 2022.

“Term Loan Note” means the Term Loan Note of the Borrowers, executed and delivered pursuant to Section 2.02(a) of this Agreement, together with all extensions, renewals, refinancings or refundings, in whole or in part, as may be amended, modified, supplemented or restated from time to time.

“Transaction” means the transactions described on Schedule 1.1(B) attached hereto.

“UCC” means the Uniform Commercial Code or other similar Law as in effect on the date of this Agreement and as amended from time to time, of the Official Body having jurisdiction with respect to all or any portion of the Collateral granted or assigned to the Bank from time to time under or in connection with this Agreement or the other Loan Documents.

“Unfinanced Capital Expenditures” means a Capital Expenditure made from Borrowers’ internally generated cash flow.

“Unreimbursed Drawings” means drawings made under Letters of Credit that, for any reason, have not been reimbursed by or on behalf of the Borrowers, whether through borrowings of Loans hereunder or otherwise.

“Unused Facility Fee” is defined in Section 2.07 hereof.

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

1.02 Construction and Interpretation .

(a) Construction . Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular the plural, the part the whole and “or” has the inclusive meaning represented by the phrase “and/or”. References in this Agreement to “judgments” of the Bank include good faith estimates by the Bank (in the case of quantitative judgments) and good faith beliefs by the Bank (in the case of qualitative judgments). The definition of any document or instrument includes all schedules, attachments and exhibits thereto and all renewals, extensions, supplements, restatements and amendments thereof. “Hereunder”, “herein”, “hereto”, “hereof”, “this Agreement” and words of similar import refer to this entire document; “including” is used by way of illustration and not by way of limitation unless the context clearly indicates to the contrary; and any action required to be taken by the Borrowers is to be taken promptly, unless the context clearly indicates to the contrary.

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(b) Accounting Principles . Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that except as otherwise provided herein, all accounting terms used in Section 5.14 (and all defined terms used in the definition of any accounting terms used in Section 5.14 ) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the annual financial statements of Borrowers referred to in Section 5.01(a) . In the event of any change after the date hereof in GAAP, and if such change would result in the inability to determine compliance with the financial covenants set forth in Section 5.14 based upon the Borrowers’ regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with the Borrowers’ financial statements at that time.

ARTICLE II

THE CREDIT FACILITIES

2.01 The Revolving Credit Facility Commitment .

(a) Revolving Credit Loans . (i) Subject to the terms and conditions and relying upon the representations and warranties set forth in this Agreement, the Notes and the other Loan Documents, the Bank agrees (the “ Revolving Credit Facility Commitment ”) to make loans (a “ Revolving Credit Loan ” or the“ Revolving Credit Loans ”) to the Borrowers at any time or from time to time on or after the Closing Date and to and including the Business Day immediately preceding the Revolving Credit Expiry Date in an aggregate principal amount which shall not exceed at any one time outstanding the Revolving Credit Facility Amount, less the amount available to be drawn on all unexpired Letters of Credit, and less all Unreimbursed Drawings. Within the limits of time and amounts set forth in this Section 2.01 , and subject to the other provisions of this Agreement including, without limitation, the Bank’s right to demand repayment of the Revolving Credit Loans upon the occurrence of an Event of Default, the Borrowers may borrow, repay and reborrow under this Section 2.01 .

(b) Revolving Credit Note . The obligations of the Borrowers to repay the unpaid principal amount of the Revolving Credit Loans made to the Borrowers by the Bank and to pay interest on the unpaid principal amount thereof will be evidenced in part by a Revolving Credit Note of the Borrowers, dated the Closing Date, in form and substance satisfactory to the Bank. The executed Revolving Credit Note shall be delivered by the Borrowers to the Bank on the Closing Date.

(c) Loan Requests . Except as otherwise provided herein, the Borrowers may from time to time prior to the Revolving Credit Expiry Date request the Bank to make Revolving Credit Loans. Except as otherwise provided herein, the Borrowers may from time to time prior to the Revolving Credit Expiry Date request the Bank to renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans. In each such case, the Borrowers shall deliver to the Bank a duly completed request substantially in the form of Exhibit A attached hereto or a request by telephone immediately confirmed in writing by letter, facsimile or email in such form (each, a “ Loan Request ”), it being understood that the Bank may rely on the authority of any individual making such a request without the necessity of receipt of such written confirmation, at the following times:

(i) not later than 1:00 p.m., Pittsburgh, Pennsylvania time on the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Prime Rate Option applies;

(ii) not later than 1:00 p.m., Pittsburgh, Pennsylvania time on the second (2 nd ) Business Day prior to the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the LIBOR Rate Option applies;

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(iii) not later than 1:00 p.m., Pittsburgh, Pennsylvania time on the last day of the applicable Interest Period with respect to the conversion of a Revolving Credit Loan from the LIBOR Rate Option to the Prime Rate Option; or

(iv) not later than 1:00 p.m., Pittsburgh, Pennsylvania time on the second (2 nd ) Business Day prior to the proposed Borrowing Date with respect to (i) the conversion of a Revolving Credit Loan from the Prime Rate Option to the LIBOR Rate Option or (ii) the renewal of a Revolving Credit Loan to which the LIBOR Rate Option applies.

Each Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the amount of the proposed Revolving Credit Loans that are the subject of such request; (iii) whether the Prime Rate Option or the LIBOR Rate Option shall apply to the Revolving Credit Loans that are the subject of such request; and (iv) in the case of a tranche to which the LIBOR Rate Option applies, an appropriate Interest Period for the Loans comprising such Borrowing Tranche.

(d) Making Revolving Credit Loans . Upon its receipt of a Loan Request to fund a Revolving Credit Loan, the Bank shall fund such Revolving Credit Loan to the Borrowers in U.S. Dollars and immediately available funds into the designated Borrower’s account at the Bank prior to 4:00 p.m., Pittsburgh, Pennsylvania time, on the applicable Borrowing Date.

(e) Maximum Principal Balance of Revolving Credit Loans . The aggregate principal amount of all Revolving Credit Loans outstanding shall not exceed the Revolving Credit Facility Amount, less the amount available to be drawn on all unexpired Letters of Credit, and less all Unreimbursed Drawings.

(f) Repayment of Revolving Credit Loans . The Borrowers shall pay interest on the outstanding principal amount of Revolving Credit Loans from and including the date on which each Revolving Credit Loan is made, to but not including the date the outstanding principal amount thereof is paid in full. Accrued interest on Revolving Credit Loans to which the LIBOR Rate Option applies shall be payable in arrears on the last day of each Interest Period for those Loans; provided, however, that the Borrowers shall pay interest not less frequently than quarterly. Accrued interest on Revolving Credit Loans to which the Prime Rate Option applies shall be payable monthly in arrears on the first day of each month, commencing on February 1, 2018 through and including December 1, 2022 and on the Revolving Credit Expiry Date. If not sooner paid, the entire principal balance of all outstanding Revolving Credit Loans, all unpaid accrued interest thereon and all other sums and costs owed to the Bank by the Borrowers pursuant to the Revolving Credit Loans, shall be immediately due and payable on the Revolving Credit Expiry Date, without notice, presentment or demand of any kind.

2.02 Term Loan .

(a) Term Loan Commitment . Subject to the terms and conditions and relying upon the representations and warranties set forth in this Agreement, the Notes and the other Loan Documents, the Bank agrees (the “ Term Loan Commitment ”) to make a loan (the “ Term Loan ”) to the Borrowers on the Closing Date in a principal amount equal to the Term Loan Facility Amount. The Term Loan Commitment shall not be a revolving credit commitment, and upon repayment of any amount of principal of the Term Loan, the Borrowers may not reborrow the same hereunder.

(b) Term Loan Note . The obligations of the Borrowers to repay the unpaid principal amount of the Term Loan and to pay interest on the unpaid principal amount thereof will be evidenced in part by the Term Loan Note of the Borrower, dated the Closing Date, in form and substance satisfactory to the Bank. The executed Term Loan Note shall be delivered by the Borrowers to the Bank on the Closing Date.

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(c) Repayment of Term Loan . Commencing on March 30, 2018 and on the last day of each June, September, December and March thereafter, through and including September 30, 2022, the Borrowers shall make a payment of principal on the Term Loan in the amount of Four Hundred Thousand Dollars ($400,000.00) based on a five-year amortization period. Accrued interest on the outstanding principal balance of the Term Loan shall be payable in arrears on the last day of each Interest Period; provided, however, that the Borrowers shall pay interest not less frequently than quarterly. The remaining unpaid principal balance of the Term Loan, together with accrued interest thereon, shall be due and payable in full on the Term Loan Maturity Date, without demand.

2.03 Letters of Credit .

(a) Commitment to Issue Letters of Credit . Subject to the requirements set forth below, the Borrowers may use a portion of the Revolving Credit Facility Commitment, which portion shall not exceed the Letter of Credit Sublimit, for the purpose of causing the Bank to issue standby Letters of Credit for the account of any Borrower, provided that (i) the applicable Borrower shall execute and deliver a letter of credit application and reimbursement agreement, in forms acceptable to the Bank, and comply with any conditions to the issuance of such Letter of Credit (including payment of any applicable fees) set forth therein; (ii) the Bank approves the form of such Letter of Credit; (iii) such Letter of Credit bears an expiration date not later than one year after the date of issuance; (iv) the Bank receives a request for issuance not less than three (3) Business Days prior to the date of issuance (unless the Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (v) the purpose of such Letter of Credit shall be acceptable to the Bank; and (vi) the conditions set forth in Article IV hereof are fulfilled to the satisfaction of the Bank as of the date of the issuance of such Letter of Credit. During the time each Letter of Credit is issued and outstanding, the availability of advances under the Revolving Credit Facility Commitment shall be reduced by the face amount of such Letter of Credit (whether or not drawn).

(b) Reimbursement Obligations . Borrowers are absolutely, unconditionally and irrevocably obligated, jointly and severally, to reimburse the Bank for all amounts drawn under each Letter of Credit. If any draft is presented under a Letter of Credit, the payment of which is required to be made at any time on or before the Revolving Credit Expiry date, then payment by the Bank of such draft shall constitute a Revolving Credit Loan (which shall be a Prime Rate Loan) hereunder and interest shall accrue from the date the Bank makes payment on such draft under such Letter of Credit; provided, however, that if there is not then any Revolving Credit Facility Amount in an amount at least equal to the amount of the draw, Borrowers shall immediately reimburse the Bank for any payments made by the Bank. If any draft is presented under a Letter of Credit, the payment of which is required to be made after the Revolving Credit Expiry Date or at the time when an Event of Default shall then be continuing, then Borrowers shall immediately pay to the Bank, in immediately available funds, the full amount of such draft together with interest thereon at the Prime Rate from the date on which the Bank makes such payment of such draft until the date it received full reimbursement for such payment from the Borrowers. Borrowers further agree that the Bank may reimburse itself for any such drawing at any time from the balance in any other account of any Borrower maintained with the Bank.

(c) Limitation on Amount . The Bank shall not be obligated or permitted under this Section 2.03 to issue any Letter of Credit for the account of any Borrower, to the extent that the sum of (i) the amount that would be available to be drawn under the proposed Letter of Credit, plus (ii) the sum of all amounts available to be drawn under all outstanding Letters of Credit, plus (iii) any Unreimbursed Drawings, would exceed the lesser of (A) the Letter of Credit Sublimit, and (B) the excess of the Revolving Credit Facility Amount over the aggregate principal amount of Revolving Credit Loans outstanding.

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(d) Obligations Absolute . Borrower s obligations under this Section 2.03 (including any obligations to repay draws under Letters of Credit issued hereunder) shall be absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment that any Borrower may have or have had against the Bank or any beneficiary of a Letter of Credit. Borrowers further agree that the Bank shall not be responsible for, and the Borrowers reimbursement obligations shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among any Borrower, the beneficiary of any Letter of Credit or any financial institution or other party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of any Borrower against the beneficiary of any Letter of Credit or any such transferee. The Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. Any action taken or omitted by the Bank under or in connection with each Letter of Credit and the related drafts and documents shall be binding upon Gumby’s and shall not result in any liability on the part of the Bank, unless the Bank violates any applicable Law regulating letters of credit.

(e) Reliance by the Bank . The Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, email message, statement, order or other document believed by it to be genuine and correct and believed by it to have been signed, sent or made by the proper Person(s) and upon advice and statements of legal counsel, independent accountants and other experts selected by the Bank.

(f) Fees . Borrowers shall pay to the Bank all of the Bank’s standard fees and charges for the opening, confirmation, amendment, modification , presentation or cancellation of a Letter of Credit and otherwise in respect of a Letter of Credit and shall execute all of the Bank’s standard agreements in connection with the issuance of each Letter of Credit. Without limiting the generality of the foregoing, Borrowers shall pay to the Bank a fee on the issuance of each letter of credit, such fee to be determined pursuant to the Pricing Grid attached hereto as Schedule 1.1(A).

(g) Standard of Conduct . The Bank shall be entitled to administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances, and shall be entitled to use its discretion in taking or refraining from taking any action in connection herewith.

(h) Cash Collateral Account . In the event that (i) the excess of (A) the amount of the Revolving Credit Facility Amount, over (B) the aggregate principal amount of the Revolving Credit Loans then outstanding is less than (ii) the aggregate undrawn and unexpired face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) and the aggregate face amount of any Unreimbursed Drawings for any reason (whether because the Revolving Credit Facility Amount has been reduced or terminated or otherwise), Borrower s shall forthwith pay to the Bank an amount equal to the excess of the amount described in clause (ii) above over the amount described in clause (i) above. Such amount shall be applied first, against any Unreimbursed Drawings and second, against the unpaid principal amount of any Revolving Credit Loans then outstanding, and the remainder shall be maintained by the Bank in an interest bearing cash collateral account in the name of and for the benefit of the Bank to secure the repayment of Borrowers’ obligation to reimburse the Bank for drafts drawn or that may be drawn under outstanding Letters of Credit until the earlier of (1) such time as all outstanding Letters of Credit have expired or been cancelled, and (2) the excess of the amount described in clause (ii) above over the amount described in clause (i) above no longer exists.

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(i) Obligations Secured . The obligations of Borrower s to the Bank in respect of Letters of Credit shall be guaranteed pursuant to the Loan Documents and shall be secured by the Collateral.

2.04 Interest Rates .

(a) Interest Rate Options for Revolving Credit Loans . The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the Revolving Credit Loans as selected by it from the Prime Rate Option or LIBOR Rate Option set forth below applicable to the Revolving Credit Loans, it being understood that, subject to the provisions of this Agreement, the Borrowers may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Revolving Credit Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Revolving Credit Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than eight (8) Borrowing Tranches in the aggregate among all of the Loans. The Borrowers shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans:

(i) Revolving Credit Prime Rate Option . A fluctuating rate per annum (computed on the basis of a 365 or 366-day year, as the case may be, counting the actual days elapsed) equal to the Prime Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the Prime Rate; or

(ii) Revolving Credit LIBOR Rate Option . A rate per annum (computed on the basis of a 360-day year, counting the actual days elapsed) equal to the LIBOR Rate as determined for each applicable Interest Period, plus the Applicable Margin.

(b) Interest on Term Loan . The Borrowers shall pay interest on the Term Loan at a rate per annum (computed on the basis of a 360-day year, counting the actual days elapsed) equal to the Applicable Rate.

(c) Rate Quotations . The Borrowers may request from the Bank an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Bank, nor shall it affect the rate of interest which thereafter is actually in effect when the election is made.

(d) Interest Periods . At any time when the Borrowers shall select, convert to or renew a LIBOR Rate Option, the Borrowers shall notify the Bank thereof at least two (2) Business Days prior to the effective date of such LIBOR Rate Option by delivering a Loan Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option:

(i) Amount of Borrowing Tranche . Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of Fifty Thousand Dollars ($50,000.00) and not less than Fifty Thousand Dollars ($50,000.00).

(ii) Renewals . In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.

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(e) Interest after Default . To the extent permitted by Law, upon the occurrence of an Event of Default, and until such Event of Default shall have been cured or waived, the Borrowers may not select, request, convert to, or renew the LIBOR Rate Option for any Loans, and

(i) Interest Rates . The rate of interest for each Loan otherwise applicable pursuant hereto, shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the applicable Prime Rate Option plus an additional two percent (2%) per annum (the “ Default Rate ”), and the Loans to which the LIBOR Rate Option applies shall automatically convert to the applicable Prime Rate Option at the end of the then-current Interest Period and no Loans may be made as, renewed or converted into Loans to which the LIBOR Rate Option applies.

(ii) Other Obligations . Each other Obligation hereunder if not paid when due shall bear interest at the Default Rate from the time such Obligation becomes due and payable and until it is paid in full; and

(iii) Acknowledgment . The Borrowers acknowledge that the increase in rates referred to in this Section reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Bank is entitled to additional compensation for such risk; and all such interest shall be payable by the Borrowers upon demand by the Bank.

(f) Libor Rate Unascertainable;Illegality; Increased Costs; Deposits Not Available .

(i) Unascertainable . If on any date on which a LIBOR Rate would otherwise be determined, the Bank shall have determined that: (A) adequate and reasonable means do not exist for ascertaining such LIBOR Rate; or (B) a contingency has occurred which materially and adversely affects the London interbank Eurodollar market relating to the LIBOR Rate, then the Bank shall have the rights specified in Section 2.03 (g).

(ii) Illegality; Increased Costs; Deposits Not Available . If at any time the Bank shall have determined that:

(A) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by the Bank in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or

(B) such LIBOR Rate Option will not adequately and fairly reflect the cost to the Bank of the establishment or maintenance of any such Loan, or

(C) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to the Bank with respect to such Loan, or to banks generally, in the interbank Eurodollar market, then the Bank shall have the rights specified in Section 2.04(g).

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(g) Bank’s Rights . In the case of any event specified in Section 2.09(f) above, the Bank shall promptly so notify the Borrowers thereof. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of the Bank to allow the Borrowers to select, convert to or renew a LIBOR Rate Option shall be suspended until the Bank shall have later notified the Borrowers of the Bank’s determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Bank makes a determination under Section 2.04(f) and the Borrowers shall have previously notified the Bank of its selection of, conversion to or renewal of a LIBOR Rate Option, as applicable, and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Prime Rate Option otherwise available with respect to such Loans. If the Bank notifies the Borrowers of a determination under Section 2.04(f)(ii), the Borrowers shall, subject to the Borrower’s indemnification Obligations under Section 2.11, as to any Loan of the Bank to which a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Prime Rate Option otherwise available with respect to such Loan or prepay such Loan. Absent due notice from the Borrowers of conversion or prepayment in the case of any event specified in Section 2.04(f) above, such Loan shall automatically be converted to the Prime Rate Option otherwise available with respect to such Loan upon such specified date.

(h) Interest Laws . Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrowers shall not be required to pay, and the Bank shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“ Excess Interest ”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the Bank may have received hereunder shall be, at the Bank’s option, (a) applied as a credit against the outstanding principal balance of the Loans or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law (the “ Maximum Rate ”), and this Agreement and the other Loan Documents shall be deemed to have been and shall be, reformed and modified to reflect such reduction; and (5) the Borrowers shall not have any action against the Bank for any damages arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any Loan is calculated at the Maximum Rate rather than the Applicable Rate under this Agreement, and thereafter such Applicable Rate becomes less than the Maximum Rate, the rate of interest payable on such Loan shall remain at the Maximum Rate until the Bank shall have received the amount of interest which the Bank would have received during such period on such Loan had the rate of interest not been limited to the Maximum Rate during such period.

2.05 Selection of Interest Rate Options .

If the Borrowers fail to select an Interest Rate Option or Interest Period to apply to any new Revolving Credit Loan in accordance with the provisions of Section 2.03 , the Borrowers shall be deemed to have elected the LIBOR Rate Option for a one-month Interest Period. If the Borrowers fail to select a new Interest Rate Option or Interest Period to apply to any Borrowing Tranche of Loans under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 2.03 , the Borrowers shall be deemed to have continued such Borrowing Tranche under the LIBOR Rate Option for an Interest Period of the same duration as the expiring Interest Period.

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2.06 Late Charge .

If any payment of principal of, or interest on, any Note is not paid within fifteen (15) days of the date when due, the Borrowers shall pay to the Bank any late charge in the amount of five percent (5%) of the regular payment or portion thereof that remains unpaid for more than fifteen (15) days beyond the due date. The minimum late charge amount is Twenty-Five Dollars ($25.00). This charge will be due and payable within five (5) days after written notice thereof from the Bank to the Borrower .

2.07 Fees and Expenses .

(a) Commitment Fees . The Borrowers shall pay to the Bank on the Closing Date: (i) a non-refundable commitment fee in respect of the Revolving Credit Facility Commitment in the amount of Twenty Thousand Dollars ($20,000.00) (the “ Revolving Credit Facility Commitment Fee ”); and (ii) a non-refundable commitment fee in respect of the Term Loan Commitment in the amount of Eighty Thousand Dollars ($80,000.00) (the “ Term Loan Commitment Fee ”). The Commitment Fees shall have been fully earned by the Bank by its commitment to make and the closing of the Loans and shall not be subject to reduction or refund for any reason whatsoever.

(b) Unused Facility Fee . Accruing from the Closing Date until the Revolving Credit Expiry Date, the Borrowers shall pay to the Bank, as consideration for Revolving Credit Facility Commitment hereunder, a non-refundable commitment fee (the “ Unused Facility Fee ”) determined pursuant to the Pricing Grid attached hereto as Schedule 1.1(A) on the average daily difference between the amount of (i) the Revolving Credit Facility Amount and the (ii) the sum of the Revolving Credit Loans outstanding, computed on a quarterly basis, in arrears, on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Bank. The Unused Facility Fee shall be payable in arrears on the first Business Day of April, 2018, with respect to the quarter ending on March 31, 2018, and on the first Business Day of each July, October January and April thereafter with respect to the immediately preceding quarter, and on the Revolving Credit Expiry Date or upon acceleration of the Revolving Credit Note.

(c) Expenses . The Borrowers agree to pay, upon demand, costs of collection of all amounts due under the Loans and under this Agreement, including, without limitation, principal, interest and fees, or in connection with the enforcement of, or realization on, any security for the Loans, including, without limitation, to the extent permitted by applicable law, reasonable attorneys’ fees and expenses.

2.08 Payments; Prepayments .

(a) General . All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrowers under this Agreement or under the Notes shall be paid to the Bank in United States Dollars, in immediately available funds. The sum or sums shown on the Bank’s records shall be evidence of the correct unpaid balances of principal and interest on the Loans, absent manifest error. If any payment comes due on a day that is not a Business Day, the Borrowers may make the payment on the first Business Day following the payment date and pay the additional interest accrued to the date of payment. The Bank may in its discretion deduct such payments from any of the Borrower’s demand or deposit accounts with the Bank on the due date. All such payments shall be applied at the option of the Bank to accrued and unpaid interest, outstanding principal and other sums due under the Loans in such order as the Bank, in its sole discretion, shall elect. All such payments shall be made absolutely net of, without deduction or offset for, and altogether free and clear of, any and all present and future taxes, levies, deductions, charges and withholdings and all liabilities with respect thereto, excluding income and franchise taxes imposed on the Bank under the Laws of the United States or any state or political subdivision thereof. If the Borrowers are compelled by Law to deduct any such taxes or levies (other than such excluded taxes) or to make any such other deductions, charges, or withholdings (collectively, the “Required Deductions”), the Borrowers will pay to the Bank an additional amount equal to the sum of (i) the aggregate amount of all Required Deductions and (ii) the aggregate amount of United States, federal or state income taxes required to be paid by the Bank in respect of the Required Deductions.

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(b) Voluntary Prepayments . The Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Bank no later than 11:00 a.m. at least three Business Days prior thereto in the case of LIBOR Rate Loans and at least one Business Day prior thereto in the case of Prime Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of the Term Loan or the Revolving Credit Loan, and whether such prepayment is of LIBOR Rate Loans or Prime Rate Loans; provided, however any prepayment of LIBOR Rate Loans pursuant to this Section 2.08(b) shall be in an integral multiple of Fifty Thousand Dollars ($50,000.00), or, if less, the entire principal amount thereof then outstanding. If a LIBOR Rate Loan is prepaid pursuant to this Section 2.08(b) on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.12. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Each prepayment of the Loans under this Section 2.08(b) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(i) If any Indebtedness shall be incurred by the Borrowers (excluding any Indebtedness permitted to be incurred pursuant to Section 6.02 hereof), or any Equity Interests shall be issued by the Borrowers (other than Equity Interests (A) issued in connection with an Acquisition approved by the Bank, or (B) issued in connection with the redemption of the Equity Interest of a member of any Borrower otherwise permitted pursuant to this Agreement), then, in each case, within one Business Day of the date of receipt by a Borrower of the Net Cash Proceeds therefrom, the Borrower shall remit to the Bank an amount equal to 100% of such Net Cash Proceeds, to be applied as set forth in Section 2.08(c)(iv) hereof. The remittance of such net cash proceeds shall not be deemed to be a waiver of any Event of Default that may occur as a result of the Borrower’s incurring of such Indebtedness or issuing such Equity Interests.

(ii) If on any date a Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect to any such Recovery Event, within five Business Days of the date of receipt by the Borrowers of such Net Cash Proceeds, the Borrowers shall remit to the Bank, in each case, an amount equal to 100% of such Net Cash Proceeds, to be applied as set forth in Section 2.08(c)(iv) hereof; provided, however, that, notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrowers may reinvest all or any portion of such Net Cash Proceeds in operating assets used or useful in the Borrower's business so long as the Borrowers shall have delivered the requisite Reinvestment Notice and, within 180 days following receipt of such Net Cash Proceeds, the Borrowers shall have consummated the purchase of such replacement assets (as certified by the Borrowers in writing to the Bank); provided, further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in Section 2.08(c)(iv). The remittance of the Net Cash Proceeds from such Asset Sale shall not be deemed to be a waiver of any Event of Default that may occur as a result of such Asset Sale.

(iii) If the audited financial statements for any one or more of the fiscal years ending December 31, 2018, 2019 and 2020 show Excess Liquidity, then Borrower shall pay to the Bank on the relevant Excess Liquidity Application Date, in each case, an amount equal to 100% of the Excess Liquidity for such year, to be applied as set forth in Section 2.08(c)(iv); provided, however, that the Borrowers shall not be required to make any single payment pursuant to this Section 2.08(c)(iii) in excess of One Million Sixty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($1,066,666.67), regardless of whether Excess Liquidity for any applicable year exceeds such amount; and provided further that the Borrowers shall not be required to make aggregate payments pursuant to this Section 2.08(c)(iii) in excess of Three Million Two Hundred Thousand Dollars ($3,200,000.00); and provided further that the Borrowers shall not be required to make a payment pursuant to this Section 2.08(c)(iii) if the Term Loan has been repaid in full.

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(iv) Net Cash Proceeds required to be paid to the Bank pursuant to this Section 2.08(c) shall be applied to the principal installments due pursuant to the Term Loan Note, in inverse order of maturity, and accrued interest thereon to the date of payment, until the Term Loan has been repaid in full.

2.09 Loss of Margin .

In the event that any Law or the interpretation or application thereof by any Official Body or the compliance with any guideline or request of any central bank or other Official Body (whether or not having the force of Law):

(a) subjects the Bank to any tax with respect to any amounts payable under this Agreement, the Notes or the other Loan Documents by the Borrowers or otherwise with respect to the transactions contemplated under this Agreement, the Notes or the other Loan Documents (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof), or

(b) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit, capital maintenance or similar requirement against assets held by, or deposits in or for the account of, or Loans or advances or commitment to make Loans or advances by the Bank, or

(c) imposes upon the Bank any other condition with respect to the Loans or commitment to make Loans made under this Agreement,

and the result of any of the foregoing is to materially increase the costs of the Bank, reduce the income receivable by or return on equity of the Bank or impose any material expense upon the Bank with respect to any Loan or commitments to make any Loan under this Agreement, the Bank shall so notify the Borrowers in writing. The Borrowers agree to pay the Bank the actual amount of any such increase in cost, reduction in income, reduced return on equity or additional expense within ten (10) days after presentation by the Bank of a statement concerning such increase in cost, reduction in income, reduced return on equity or additional expense. Such statement shall set forth a brief explanation of the amount and the Bank’s calculation of the amount, which statement shall be conclusively deemed correct absent manifest error. If the amount set forth in such statement is not paid within ten (10) days after such presentation of such statement, interest will be payable on the unpaid amount at the Default Rate from the due date until paid (before and after judgment).

2.10 Loan Account .

The Bank shall open and maintain in its books and records, including computer records, in accordance with its customary procedures, a loan account (the “ Loan Account ”) in the name of the Borrowers in which shall be recorded the date and amount of each Loan made by the Bank and the date and amount of each payment and prepayment in respect thereof. The Bank shall record in the Loan Account the principal amount of the Loans owing to the Bank from time to time. Except in the case of manifest error in computation, the Loan Account will be conclusive and binding on the Borrowers as to the accuracy of the information contained therein. Failure by the Bank to make any such notation or record shall not affect the obligations of the Borrowers to the Bank with respect to the Loans.

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2.11 Security .

The Obligations shall be secured by, among other things (a) the Security Agreement and all UCC-1 financing statements and other similar instruments executed and recorded with respect thereto, (b) any Guaranty Agreement that may hereafter be executed and delivered.

2.12 Indemnity .

In addition to the compensation or payments required by Section2.09, the Borrowers shall indemnify the Bank against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which the Bank sustains or incurs as a consequence of any:

(a) Payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic, and whether or not such payment or prepayment is then due);

(b) Attempt by the Borrowers to revoke (expressly, by later inconsistent notices or otherwise) in whole or in part any Loan Request; or

(c) Default by the Borrowers in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of the Borrowers to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other amount due hereunder.

If the Bank sustains or incurs any such loss or expense, it shall from time to time notify the Borrowers of the amount determined in good faith by the Bank (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as the Bank shall deem reasonable) to be necessary to indemnify the Bank for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrowers to the Bank ten (10) Business Days after such notice is given.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to the Bank as follows:

3.01 Organization and Qualification; No Subsidiaries .

Libsyn is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified or licensed to do business, and is in good standing in, all jurisdictions in which the ownership of its properties or the nature of its activities, or both, makes such qualification necessary. Each of Webmayhem and Pair Networks is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and is duly qualified or licensed to do business, and is in good standing in, all jurisdictions in which the ownership of its properties or the nature of its activities, or both, makes such qualification necessary Neither Webmayhem nor Pair Networks has any subsidiaries, and neither holds any Equity Interest in any other Person. Libsyn has no subsidiaries and holds no Equity Interest in any other Person other than Webmayhem and Pair Networks.

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3.02 Authority; Power to Carry on Business; Licenses .

(a) Each Borrower has all requisite corporate power and authority to make the borrowings provided for herein, to execute and deliver this Agreement and the Notes in evidence of such borrowings and the other Loan Documents to which it is a party and to grant and convey the Liens contemplated under the Security Agreement and the other Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary proceedings on its part.

(b) Each Borrower has all requisite power and authority to own and operate its properties and to carry on the business as now conducted and as presently planned to be conducted. Each Borrower has all licenses, permits, consents and governmental approvals or authorizations necessary to carry on its business as now conducted or as presently planned to be conducted.

3.03 Execution and Binding Effect .

Each of the Loan Documents has been duly and validly executed and delivered by or on behalf of the Borrower that is a party thereto, and each such Loan Document constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms.

3.04 Absence of Violations .

Neither the execution and delivery of this Agreement or the other Loan Documents, the consummation of the transactions contemplated in any of them, nor the performance of or compliance with the terms and conditions hereof or thereof will (a) violate any Law, (b) conflict with or result in a breach of or a default under the articles of incorporation, certificate of organization, by-laws or operating agreement (as applicable) of the Borrower, (c) conflict with or result in a breach of or a default under any agreement or instrument to which any Borrower is a party or by which it or any of its properties (now owned or acquired in the future) may be subject or bound or (d) result in the creation or imposition of any Lien upon any property (owned or leased) of any Borrower (other than the Liens created by the Security Agreement or the other Loan Documents in favor of the Bank).

3.05 Authorizations and Filings .

No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement or the other Loan Documents, the consummation of the transactions contemplated herein or therein, or the performance of or compliance by the Borrowers with the terms and conditions hereof or thereof except for those already obtained and recordings or filings in connection with the Liens granted to the Bank pursuant to the Loan Documents.

3.06 Ownership and Control .

Schedule 3.06 sets forth the authorized and outstanding equity capital of each Borrower. All of the issued and outstanding equity securities in each Borrower are fully paid and nonassessable. Except as set forth on Schedule 3.06 , there are no other Equity Interests outstanding of any Borrower, there is no obligation of any Borrower to issue any such Equity Interest, and there are no options, warrants or other rights outstanding to purchase any Equity Interest in any Borrower, or any other instrument convertible into an Equity Interest in any Borrower. Webmayhem and Pair Networks are wholly-owned subsidiaries of Libsyn. The stock of Libsyn is publicly-traded in the over-the-counter market.

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3.07 Officers, Directors and Business .

Schedule 3.07 sets forth, as of the Closing Date (i) the names of all officers and directors of the Borrower, and (ii) a description of the business of each Borrower as presently conducted and as presently planned to be conducted.

3.08 Title to Property .

Each Borrower owns good and marketable title to the Collateral held in its name. None of the Collateral is subject to any Lien, except for Permitted Liens and Liens in favor of the Bank. Each Borrower has received all assignments, waivers, consents, bills of sale and other documents and instruments necessary to establish, protect and perfect its right, title and interest in and to all of the Collateral.

3.09 Financial Information .

The financial information provided by the Borrowers to the Bank is accurate and complete and has been prepared in accordance with GAAP, consistently applied (except with respect to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include any notes). The Borrowers have made full and true disclosure of all pertinent financial and other material information in connection with the transactions contemplated hereby. Section 2.05 of the Purchase Agreement contains certain representations and warranties of the Seller concerning the historical financial statements of Pair Networks. The Borrowers have no knowledge that such representations and warranties are untrue in any material respect.

3.10 Taxes .

All tax returns required to be filed by the Borrowers have been properly prepared, executed and filed. All taxes, assessments, fees and other governmental charges upon each Borrower or upon any of its properties, income, sales or franchises which are due and payable have been paid. The reserves and provisions for taxes on the books of each Borrower are adequate for all open years and for its current fiscal period. The Borrowers know of no proposed additional assessment or basis for any assessment for additional taxes (whether or not reserved against).

3.11 Contracts .

The Borrowers are not in default of the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material contractual obligation, and no condition exists which, with the giving of notice of the lapse of time or both, would constitute such a default.

3.12 Litigation .

There is no pending, contemplated or, to the knowledge of any Borrower, threatened action, suit or proceeding by or before any Official Body against or affecting any Borrower or any of the Collateral.

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3.13 Laws .

The Borrowers are not in violation of any Law, which violation would reasonably be expected to have a Material Adverse Effect.

3.14 ERISA .

(a) Each Plan has been and will be maintained and funded in all material respects in accordance with its terms and with all provisions of ERISA and other applicable Laws; (b) no Reportable Event has occurred and is continuing with respect to any Plan; (c) no liability to the PBGC has been incurred with respect to any Plan, other than for premiums due and payable; (d) no Plan has been terminated, no proceedings have been instituted to terminate any Plan, and there exists no intent to terminate or institute proceedings to terminate any Plan; (e) no withdrawal, either complete or partial, has occurred or commenced with respect to any multi-employer Plan, and there exists no intent to withdraw either completely or partially from any multi-employer Plan; and (f) there has been no cessation of, and there is no intent to cease, operations at a facility or facilities where such cessation could reasonably be expected to result in a separation from employment of more than twenty percent (20%) of the total number of employees who are participants under a Plan.

3.15 Patents, Licenses, Franchises .

Except as set forth on Schedule 3.15 , each Borrower owns or possesses the legal right to use all of the patents, trademarks, service marks, trade names, copyrights, licenses, franchises and permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and as presently planned to be conducted.

3.16 Use of Proceeds .

The Borrowers shall use the proceeds of the Revolving Credit Loans to provide financing for the Transaction and for working capital and other general corporate purposes. The Borrowers shall use the proceeds of the Term Loan to provide financing for the Transaction.

3.17 Margin Stock .

The Borrowers will not borrow under this Agreement for the purpose of buying or carrying any “margin stock”, as such term is used in Regulation U and related regulations of the Board of Governors of the Federal Reserve System, as amended from time to time. The Borrowers do not own any “margin stock”. The Borrowers are not engaged in the business of extending credit to others for such purpose, and no part of the proceeds of any borrowing under this Agreement will be used to purchase or carry any “margin stock” or to extend credit to others for the purpose of purchasing or carrying any “margin stock”.

3.18 No Material Adverse Change .

Since the date of the most recent financial statements delivered by the Borrowers to the Bank, there has been no Material Adverse Change.

3.19 Security Interest .

The security interests in the personal property granted to the Bank pursuant to the Security Agreement (collectively, the“ Collateral ”) (i) will, after the filing of all necessary financing statements, constitute and will continue to constitute perfected security interests under the UCC (or other applicable Law) entitled to all of the rights, benefits and priorities provided by the UCC (or other applicable Law) and (ii) except as otherwise permitted under Section 6.01 this Agreement, will be and will continue to be superior and prior to the rights of all third parties existing on the date of this Agreement or arising after the date of this Agreement whether by Lien or otherwise, to the full extent provided by Law. All such action as is necessary or advisable to establish such rights of the Bank has been taken or will be taken at or prior to the time required for such purpose and there will be upon execution and delivery of the Loan Documents no necessity of any further action in order to preserve, protect and continue such rights except the filing of continuation statements and continued possession or control by the Bank of the Collateral delivered to it as required by the UCC (or other applicable Law). All filing fees and other expenses in connection with each such action shall be paid by the Borrowers and the Bank shall be reimbursed by the Borrowers for any such fees and expenses incurred by the Bank.

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3.20 Labor Controversies .

There are no labor controversies pending or, to the knowledge of any Borrower, threatened against any Borrower.

3.21 Solvency .

After giving effect to the transactions contemplated by this Agreement and the Loan Documents and the making of Loans hereunder, each Borrower shall be Solvent.

3.22 Anti-Terrorism Laws .

(a) Neither any Borrower nor any Affiliate of any Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b) Neither any Borrower nor any Affiliate of any Borrower, nor any agent acting or benefiting any Borrower or any Affiliate of any Borrower in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each, a “ Blocked Person ”):

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;

(v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

(vi) a Person who is affiliated or associated with a person or entity listed above.

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(c) Neither any Borrower nor any agent of any Borrower acting in any capacity in connection with the Loans or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

3.23 Governmental Regulation .

No Borrower is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur Indebtedness for borrowed money.

3.24 Accurate and Complete Disclosure; Continuing Representations and Warranties .

No representation or warranty made by any Borrower under this Agreement, and no statement made by any Borrower in any financial statement, certificate, report, exhibit or document furnished to the Bank pursuant to or in connection with this Agreement or any other Loan Document, is false or misleading in any material respect (including by omission of any information necessary to make such representation, warranty or statement not misleading). No Borrower is aware of any facts which have not been disclosed to the Bank in writing that would reasonably be expected to have a Material Adverse Effect. The representations and warranties set forth herein are to survive the delivery of the Loan Documents and the making of the Loans hereunder.

ARTICLE IV

CONDITIONS OF LENDING

The obligation of the Bank to make any Loan is subject to the satisfaction of the following conditions:

4.01 Representations and Warranties; Events of Default and Potential Defaults .

The representations and warranties contained in Article III shall be true and correct on and as of the date of the making of each Loan (except to the extent such representation or warranty refers to an earlier date, in which case, such representation or warranty shall be true and correct as of such earlier date). On the date of any Loan, no Event of Default and no Potential Default shall have occurred and be continuing or exist or shall occur or exist after giving effect to the Loan to be made on such date. Each request by the Borrowers for any Loan shall constitute a representation and warranty by the Borrowers that the conditions set forth in this Section 4.01 have been satisfied as of the date of such request. The failure of the Bank to receive notice from the Borrowers to the contrary before such Loan is made shall constitute a further representation and warranty by the Borrowers that the conditions referred to in this Section 4.01 have been satisfied as of the date such Loan is made.

4.02 Loan Documents .

On the Closing Date, the Loan Documents, satisfactory in terms, form and substance to the Bank in its sole discretion, shall have been executed and delivered to the Bank and shall be in effect and all filings contemplated thereby shall have been made. The Borrowers shall also deliver or cause to be delivered such other instruments, documents and certificates as the Bank or its counsel shall reasonably require.

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4.03 UCC Financing Statements .

On or before the Closing Date, each UCC-1 financing statement (or other similar required filings) to be filed pursuant to the Security Agreement shall have been filed.

4.04 Other Documents and Conditions .

On or before the Closing Date, the following documents and conditions shall have been delivered to the Bank or satisfied by or on behalf of the Borrower:

(a) Certified Copies of Organizational Documents .

(i) A certified copy of the articles of incorporation or certificate of formation (as applicable) of each Borrower, certified by the Secretary of State of the state in which the Borrower was organized, shall have been delivered to the Bank.

(ii) A copy of bylaws or operating agreement (as applicable) of the Borrower, certified by an authorized officer of the Borrower, shall have been delivered to the Bank.

(b) Good Standing Certificates . A good standing certificate from the state in which each Borrower was organized and from each other jurisdiction in which the Borrower is registered to do business shall have been delivered to the Bank.

(c) Proceedings and Incumbency . The Bank shall have received a certificate in form and substance satisfactory to the Bank, dated the Closing Date, of an authorized officer of the Borrowers, certifying as to (i) resolutions of the directors or managers of each Borrower authorizing (A) the Borrower to enter into this Agreement and the other Loan Documents to which it is a party;and (B) the confession of judgment provisions of such documents; (ii) incumbency; (iii) no amendments to the organizational documents of the Borrower; (iv) the exact legal name of the Borrower; (v) all fictitious and trade names of the Borrower, if any; (vi) the entity identification number of the Borrower; and (vii) the tax identification number of the Borrower. The Bank may conclusively rely on such certification unless and until a later certificate revising a prior certificate has been furnished to the Bank.

(d) Insurance . The Bank shall have received evidence, in form and substance satisfactory to the Bank, that the business and all assets of the Borrowers are adequately insured and that the Bank has been named as additional insured, lender’s loss payee, as its interests may appear, entitled to thirty (30) days’ prior written notice of cancellation or modification, on all such policies of insurance.

(e) No Material Adverse Change . No Material Adverse Change shall have occurred since the date of the most recent financial statements delivered to the Bank with respect to the Borrower. No contingency shall have occurred which the Bank, in its sole discretion, shall determine materially and adversely affects the financial markets

(f) Lien Searches . The Bank shall have received: (i) UCC Lien Searches with respect to the Borrowers (at the state level only) in each Borrower’s jurisdiction of formation, and (ii) tax lien searches (at the state and county levels) with respect to each Borrower in its jurisdiction of formation.

(g) Termination Statements; Release Statements and Satisfaction Pieces . The Bank shall have received evidence satisfactory to the Bank that all necessary termination statements, release statements, mortgage satisfaction pieces and any other types of releases in connection with any and all Liens with respect to the Borrowers that are not permitted pursuant to Section 6.01 hereof have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable), all in form and substance satisfactory to the Bank.

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(h) Compliance Certificate . The Bank shall have received a Compliance Certificate dated as of the Closing Date, in the form attached as Exhibit B hereto, executed by the appropriate officer of the Borrowers, stating that no Event of Default or Potential Default exists and that Borrowers are in compliance with all applicable covenants contained in this Agreement. For purposes of clarity, Borrowers shall not be required to calculate the Fixed Charges Coverage Ratio for purposes of such Closing Date Compliance Certificate. The Borrowers’ Cash Balance shown on such Closing Date Compliance Certificate shall be used to establish the Applicable Margin and the Unused Facility Fee until the Compliance Certificate for the fiscal quarter ending March 31, 2018 is delivered.

(i) Capital Structure . The Bank shall have completed its review of the Borrowers’ capital structure as of the Closing Date, all books and records and governing documents of the Borrowers as the Bank may determine, all of which the Bank shall have determined to be satisfactory in its sole discretion.

(j) Opening Date Balance Sheet . The Borrowers shall have delivered a balance sheet as of the Closing Date demonstrating to the satisfaction of the Bank in its reasonable judgment that Borrowers cash balance on the Closing Date is not less than Two Million Dollars ($2,000,000.00), of which not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) is on deposit in one or more accounts maintained at the Bank.

(k) Operating Accounts . The Borrowers shall have established their primary operating accounts with the Bank; provided, however, that for a period of up to six (6) months after the Closing Date, the Borrowers may maintain in one or more accounts at Citizens Bank of Pennsylvania, S&T Bank and/or PNC Bank, National association up to Seven Hundred Fifty Thousand Dollars ($750,000.00) in cash, in order to settle activity in those accounts.

(l) Purchase Agreement . The Bank shall have received a fully executed copy of the Purchase Agreement and all other documents and instruments executed and delivered in connection with the Transaction, all in form and substance satisfactory to the Bank.

(m) Pair Networks Due Diligence . The Bank shall have completed its accounting and tax review, and received a quality of earnings report, and such customer surveys and other business due diligence as may be requested by the Bank, the results of which the Bank shall have determined to be satisfactory in its reasonable discretion. The Bank shall have received copies of the audited financial statements for Pair Networks for the fiscal years ending December 31, 2015 and December 31, 2016.

(n) Opinion of Counsel . The Bank shall have received an opinion of counsel to the Borrower, dated the Closing Date, in form and substance satisfactory to the Bank in its sole and absolute discretion.

4.05 Details, Proceedings and Documents .

On the Closing Date, all legal details and proceedings in connection with the transactions contemplated to occur pursuant to this Agreement shall be satisfactory to the Bank and the Bank shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Bank, as the Bank may request from time to time.

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4.06 Fees and Expenses .

The Borrowers shall have paid all fees and charges as required for the Closing and relating to the Closing, including Commitment Fees, the Bank’s legal fees and costs and all other costs and expenses incurred by the Bank in connection with the transactions contemplated to occur pursuant to this Agreement.

ARTICLE V

AFFIRMATIVE COVENANTS

Each Borrower covenants and agrees with the Bank as follows:

5.01 Reporting and Information Requirements .

The Borrowers shall deliver or shall cause to be delivered the following documents to the Bank in such detail as reasonably requested by the Bank:

(a) Annual Financial Statements . As soon as practicable, and in any event within ninety (90) days after the close of each fiscal year of the Borrowers, the Borrowers shall furnish to the Bank statements of income, retained earnings and cash flow of the Borrowers for such fiscal year and a balance sheet of Borrowers as of the close of such fiscal year, and notes to each, all in reasonable detail. Such statements and balance sheet shall be audited by an independent certified public accounting firm selected by the Borrowers and reasonably acceptable to the Bank, and shall set forth in comparative form the corresponding figures for the preceding fiscal year, and shall be prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such accountants concur). The report of such accountants shall be free of exception or qualifications not acceptable to the Bank and shall in any event contain a written statement of such accountants substantially to the effect that such accountants examined such statements and balance sheet in accordance with generally accepted auditing standards.

(b) Quarterly Reports of the Borrower . As soon as practicable, and in any event within forty-five (45) days after the end of each quarter, the Borrowers will furnish to the Bank unaudited statements of income, retained earnings and cash flow of the Borrowers for such quarter and for the portion of the fiscal year to the end of such quarter, and an unaudited balance sheet of Borrowers as of the close of such quarter, all in reasonable detail. All such income statements and balance sheets shall be prepared by Borrowers and certified by the appropriate officer of Borrowers as presenting fairly the financial position of Borrowers as of the end of such period and the results of its operations for such period, in conformity with GAAP applied in a manner consistent with that of the most recent audited financial statements of Borrowers furnished to the Bank.

(c) Compliance Certificate . Concurrently with the delivery of the financial statements required to be delivered pursuant to Sections 5.01(a) and (b) hereof, the Borrowers shall deliver to the Bank a compliance certificate, in the form attached as Exhibit B hereto, executed by the appropriate officer of the Borrowers, stating that no Event of Default or Potential Default exists and that Borrowers are in compliance with all applicable covenants contained in this Agreement. Such certificate shall include all figures necessary to calculate the Borrowers’ compliance with all financial covenants set forth in this Agreement. If an Event of Default or Potential Default has occurred and is continuing or exists, such certificate shall specify in detail the nature and period of existence of the Event of Default or Potential Default and any action taken or contemplated to be taken by the Borrowers with respect thereto.

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(d) Visitation; Audits and Field Exams . The Borrowers shall permit or shall cause to be permitted such persons as the Bank may designate, upon reasonable prior written notice, to visit and inspect any of the properties of the Borrower, to examine, and to make copies and extracts from, the books and records of the Borrowers and to discuss the Borrowers’ affairs with its officers, managers and independent accountants during normal business hours. Each Borrower shall and hereby does authorize its officers, managers, employees and independent accountants to discuss with the Bank its affairs. The Bank may conduct such audits and field exams at its discretion and as often as it reasonably deems necessary. The Borrowers shall pay all reasonable costs incurred in connection with conducting such audits and field exams; provided, however, that so long as no Event of Default or Potential Default has occurred and is then continuing, the Borrowers shall not be required to pay the costs incurred in connection with conducting more than one (1) such audit or field exam in any fiscal year. If an Event of Default or Potential Default has occurred and is continuing, the Borrowers shall reimburse the Bank all reasonable costs incurred by the Bank in connection with any and all such audits and field exams.

(e) Notice of Event of Default . Immediately upon becoming aware of an Event of Default or Potential Default, the Borrowers shall give the Bank notice of the Event of Default or Potential Default, together with a written statement signed on behalf of the Borrowers setting forth the details of the Event of Default or Potential Default and any action taken or contemplated to be taken by the Borrowers with respect thereto.

(f) Notice of Material Adverse Change . Immediately upon becoming aware thereof, the Borrowers shall give the Bank written notice with respect to any Material Adverse Change or any development or occurrence that would be likely to have a Material Adverse Effect.

(g) Notice of Proceedings . Immediately upon becoming aware thereof, the Borrowers shall give the Bank notice of the commencement, existence or threat of all proceedings by or before any Official Body against or affecting the Borrowers which, if adversely decided, could reasonably be expected to have a Material Adverse Effect.

(h) Notice of Other Matters . Borrowers shall promptly give written notice to the Bank of the following matters:

(i) Default . Promptly after any officer of any Borrower has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or Potential Default and the action which such Borrower proposes to take with respect thereto; provided, that, any Event of Default resulting solely from the failure of a Borrower to give notice of a Potential Default as required by this clause shall be deemed waived upon the prompt cure or waiver of such Potential Default without any further action hereunder.

(ii) Litigation . Promptly upon knowledge thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Borrower that relate to the Collateral, involve a claim or series of claims, with an amount in controversy in excess of One Million Dollars ($1,000,000.00), or which if adversely determined would constitute a Material Adverse Change.

(iii) Erroneous Financial Information . Promptly in the event that any Borrower or its accountants conclude or advise that any previously issued financial statement, audit report or interim review should no longer be relied upon or that disclosure should be made or action should be taken to prevent future reliance, notice in writing setting forth the details thereof and the action which the Borrower proposes to take with respect thereto.

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(iv) ERISA Event . Immediately upon the occurrence of any ERISA Event, notice in writing setting forth the details thereof and the action which the Borrowers propose to take with respect thereto.

(i) Further Information . The Borrowers shall promptly furnish or cause to be promptly furnished to the Bank such other information, and in such form, as the Bank may reasonably request from time to time.

5.02 Preservation of Existence and Franchises .

Each Borrower shall maintain its existence as a corporation or limited liability company, as applicable, and the rights associated therewith, in full force and effect in the state of its formation. No Borrower shall change its jurisdiction of organization. Each Borrower shall qualify and remain qualified as a foreign corporation or limited liability company, as applicable, in each jurisdiction in which the ownership of its property or the nature of its activities, or both, makes such qualification necessary.

5.03 Maintenance of Insurance .

The Borrowers shall maintain with financially sound and reputable insurers, insurance with respect to its properties and businesses including, but not limited to, the Collateral, against such liabilities, casualties and contingencies and of such types and in such amounts as are satisfactory to the Bank and as is customary in the case of Persons engaged in the same or a similar business or having similar properties in the same geographic areas. The Borrowers agree to provide the Bank with thirty (30) days’ advance notice of the cancellation, modification or termination of any such policy of insurance. Borrowers shall maintain business interruption insurance, and shall keep the Collateral that is insurable insured against loss or damage by fire, theft, burglary, pilferage, flood and such other hazards as the Bank shall specify, in amounts and under policies issued by insurers acceptable to the Bank, all premiums thereon to be paid by the Borrowers and upon request of the Bank such policies or copies thereof shall be delivered to the Bank. Each insurance policy of the Borrowers required by this section shall contain a standard clause in form and substance satisfactory to the Bank, naming the Bank, its successors and assigns, as additional insured and lender loss payee, as its interests may appear.

5.04 Maintenance of Property .

Borrower shall maintain or cause to be maintained in good repair, working order and condition all of its properties and assets and shall make or cause to be made all needful and proper repairs, renewals, replacements and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

5.05 Payment of Liabilities .

Each Borrower shall pay or discharge:

(a) on or prior to the date on which penalties attach, all taxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income, sales or franchises, except for taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued, and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP;

(b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of a Lien upon any of its properties other than those claims the validity of which are being contested in good faith by appropriate proceedings diligently pursued, and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP;

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(c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any of its properties other than those claims the validity of which are being contested in good faith by appropriate proceedings diligently pursued, and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP;and

(d) all other current liabilities so that none is outstanding more than sixty (60) days after the due date for each liability, except for liabilities the validity of which are being contested in good faith by appropriate proceedings diligently pursued, and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP.

5.06 Financial Accounting Practices .

Each Borrower shall maintain proper books of record and account, in which full, true and correct entries shall be made of all financial transactions and matters involving its assets and business, in order to permit financial statements to be prepared in accordance with GAAP.

5.07 Compliance with Laws .

Each Borrower shall comply with all applicable Laws, in each case where failure to do so has or could reasonably be expected to have a Material Adverse Effect.

5.08 Continuation of and/or Change in Business .

The Borrowers shall continue to engage in the business and activities described on Schedule 3.07 and shall not engage in an unrelated businesses or activities.

5.09 Use of Proceeds .

The Borrowers shall use the proceeds of the Loans for the purposes stated in Section 3.16 hereof.

5.10 Lien Searches .

The Bank may, but shall not be obligated to, conduct lien searches of the Borrowers and its assets and properties on an annual basis and at such other times as the Bank, in its sole discretion, may determine to be necessary. The Borrowers shall reimburse the Bank for the Bank’s out-of-pocket costs in connection with one (1) such lien search per year, provided, however that if an Event of Default has occurred and is continuing, the Borrowers shall reimburse the Bank for the Bank’s out-of-pocket costs in connection with any and all such lien searches.

5.11 Compliance with Licensing Bodies .

Each Borrower shall maintain all certificates of compliance and authority and licenses that are necessary or required by any Official Body or licensing authority having jurisdiction over such Borrower.

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5.12 Further Assurances .

Each Borrower, at its own cost and expense, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Bank may reasonably request from time to time in order to carry out the intent and purposes of this Agreement more effectively and the transactions contemplated by this Agreement and to cause the Liens granted under the Security Agreement or any other Loan Document to be, at all times, valid, perfected and enforceable against such Borrower party thereto and all third parties. All expenses of such filings and recordings, and refilings and rerecordings, shall be borne by the Borrowers.

5.13 Operating Accounts .

The Borrowers shall maintain their primary operating accounts at the Bank. If the Borrowers shall not have closed all of their accounts at other banks, other than the PNC VAT account, within six (6) months after the Closing Date, as required pursuant to section 4.04(k) hereof, then the Borrowers shall use commercially reasonable efforts to put in place with respect to any such remaining accounts a deposit account control agreement in form and substance reasonably satisfactory to the Bank, and such other agreements and instruments as the Bank may reasonably request in order to create and perfect a lien on such accounts and the amounts on deposit therein in favor of the Bank. Borrowers shall not be required to close the PNC VAT account.

5.14 Financial Covenants .

The following financial covenants shall apply:

(a) Fixed Charges Coverage Ratio . The Borrowers shall maintain a consolidated Fixed Charges Coverage Ratio of not less than 1.50 to 1.00, to be tested on the last day of each fiscal quarter beginning with the fiscal quarter ending on March 31, 2018. For purposes of this Section 5.14(a): (i) the Fixed Charges Coverage Ratio for the fiscal quarter ending on March 21, 2018 shall be determined based on Adjusted EBITDA and Fixed Charges for such quarter; (ii) the Fixed Charges Coverage Ratio for the fiscal quarter ending on June 30, 2018 shall be determined based on Adjusted EBITDA and Fixed Charges for such quarter and the preceding quarter; (iii) the Fixed Charges Coverage Ratio for the fiscal quarter ending on September 30, 2018 shall be determined based on Adjusted EBITDA and Fixed Charges for such quarter and the preceding two quarters;and (iv) the Fixed Charges Coverage Ratio for the fiscal quarter ending on December 31, 2018 and thereafter shall be determined based on Adjusted EBITDA and Fixed Charges on a trailing four quarters basis.

(b) Minimum Liquidity . Borrowers shall maintain on deposit with the Bank average daily collected balances of cash and Cash Equivalents in an amount not less than: Two Million Five Hundred Thousand Dollars ($2,500,000.00), to be tested on the last day of each fiscal quarter beginning with the fiscal quarter ending on March 31, 2018 and on the last day of each quarter thereafter, through and including the quarter ending on December 31, 2018; and Three Million Dollars ($3,000,000.00), to be tested on the last day of each fiscal quarter thereafter.

5.15 Pension Plans .

The Borrowers shall (a) keep in full force and effect any and all Plans which are presently in existence or may, from time to time, come into existence under ERISA, unless such Plans can be terminated without material liability to the Borrowers in connection with such termination; (b) make contributions to all of Borrower’ Plans in a timely manner and in a sufficient amount to comply with the requirements of ERISA; (c) comply with all material requirements of ERISA which relate to such Plans so as to preclude the occurrence of any Reportable Event, Prohibited Transaction (other than a Prohibited Transaction subject to an exemption under ERISA) or material accumulated funding deficiency as such term is defined in ERISA; and (d) notify the Bank immediately upon receipt by the Borrowers of any notice of the institution of any proceeding or other action which may result in the termination of any Plan. The Borrowers shall deliver to the Bank, promptly after the filing or receipt thereof, copies of all material reports or notices that the Borrowers file or receive under ERISA with or from the Internal Revenue Service, the PBGC, or the U.S. Department of Labor.

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ARTICLE VI

NEGATIVE COVENANTS

Each Borrower covenants to Bank as follows:

6.01 Liens .

The Borrowers shall not at any time create, incur, assume or suffer to exist any Lien on or against any of its assets or other property, tangible or intangible (including Equity Interests of the Borrowers), now owned or hereafter acquired or agree to become liable to do so except for the following (each a “ Permitted Lien ” and collectively the “ Permitted Liens ”):

(a) Liens existing on the Closing Date and described on Schedule 6.01 ;

(b) Liens in favor of the Bank;

(c) Liens arising from taxes, assessments, charges, levies or claims described in Section 5.05 of this Agreement that are not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings diligently pursued, and with respect to which full reserves have been set aside;

(d) pledges or deposits under worker’s compensation, unemployment insurance and social security laws, or in connection with or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases or to secure statutory obligations, surety, appeal, indemnity performance or other similar bonds or other pledges or deposits of like nature used in the ordinary course of business;

(e) any unfiled materialmen’s, warehouseman’s, landlord’s, mechanic’s, workmen’s, and repairmen’s Liens arising in the ordinary course of business in respect of obligations that are not overdue (provided, that if such a Lien shall be perfected, it shall be discharged of record immediately by payment, bond or otherwise);

(f) Purchase Money Security Interests (as defined in the UCC) or Liens to secure Capitalized Lease Obligations permitted under Section 6.02(d);provided, however, that such security interests shall be limited solely to the equipment (including any additions thereto and proceeds thereof) purchased or leased with the proceeds of such Indebtedness;

(g) Liens securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) contingent obligations on surety, performance or appeal bonds, and (iii) other non-delinquent obligations of a like nature, in each case incurred in the ordinary course of business, provided that all such Liens in the aggregate would not (even if enforced) reasonably be expected to have a Material Adverse Effect; and

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(h) Encumbrances consisting of zoning restrictions, easements or other restrictions or conditions on the use of real property owned by the Borrower, none of which is violated, in any material respect, by existing or proposed structures or land use.

6.02 Indebtedness .

The Borrowers shall not, at any time, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under this Agreement, the Notes or any other Loan Document or any other document, instrument or agreement between the Borrowers and the Bank;

(b) Indebtedness existing on the Closing Date and described on Schedule 6.02 ; provided, however, that none of such Indebtedness shall be increased, extended, renewed or refinanced without the prior written consent of the Bank;

(c) Current accounts payable, accrued expenses and other expenses arising out of transactions (other than borrowing) in the ordinary course of business; and

(d) Indebtedness secured by Purchase Money Security Interests (as defined in the UCC) or Capitalized Lease Obligations arising after the date of this Agreement for purchases or leases of equipment in the ordinary course of business and in amounts which shall not exceed Three Hundred Thousand Dollars ($300,000.00) in the aggregate among all Borrowers, at any time.

6.03 Guarantees and Contingent Liabilities .

The Borrowers shall not at any time directly or indirectly become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligation or liability of any other Person.

6.04 Loans and Investments; Subsidiaries .

(a) The Borrowers shall not at any time make or suffer to remain outstanding any loan or advance to, or purchase, acquire, or own any stock, bonds, notes or securities of, or any Equity Interest or any other investment or interest in, or make any capital contribution or loan to, any other Person, or agree, become or remain liable to do any of the foregoing, except:

(i) The endorsement of instruments for collection or deposit in the ordinary course of business;

(ii) Investments in direct obligations of the United States of America or any agency thereof maturing in twelve (12) months or less from the date of acquisition;

(iii) Investments in obligations guaranteed by the United States of America maturing in twelve (12) months or less from the date of acquisition;

(iv) Investments in prime commercial paper maturing in one hundred eighty (180) days or less (rated by Moody’s Investors Service, Inc. at not less than A-1 and by Standard & Poor’s Corporation at not less than P-1) on the date of acquisition;

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(v) Investments in demand deposits, time deposits or certificates of deposit maturing within one (1) year issued by the Bank or any commercial bank whose obligations are rated A-1, A or the equivalent or better by Standard & Poor’s Corporation on the date of acquisition;

(vi) Advances for travel and reasonable out-of-pocket expenses to officers, directors and employees of the Borrowers all of which are incurred in the ordinary course of business and are reimbursable by the Borrowers, provided, the aggregate amount of all such advances outstanding at any one time does not exceed Fifty Thousand Dollars ($50,000.00); and

(b) The Borrowers shall not form any subsidiaries or acquire any material portion of the Equity Interests of any other Person without the prior consent of the Bank, which consent the Bank may not unreasonably withhold or condition. Without limiting the generality of the foregoing, if the Bank consents to the formation of any subsidiary of any Borrower, such subsidiary shall be required to enter into a Guaranty Agreement in favor of the Bank, and also shall be required to enter into a security agreement in favor of the Bank, pursuant to which such subsidiary shall grant to the Bank a security interest in all of its assets as collateral for the Loans.

6.05 Distributions .

The Borrowers shall not declare, make, pay or agree, become or remain liable to make or pay, any Distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of any Equity Interest of any Borrower, or on account of the purchase, redemption, retirement or acquisition of any Equity Interest (or warrants, options or rights for any such Equity Interest) of such Borrower, except for cash Distributions and except for purchases, redemptions, retirements or acquisitions of Equity Interests (or warrants, options or rights for any Equity Interest) from one or more employees of any Borrower, in each case to the extent that no Event of Default has occurred and is continuing immediately prior to, or would occur after giving effect to, any such Distribution.

6.06 Transactions with Affiliates .

The Borrowers shall not enter into or carry out any transaction (including, without limitation, purchasing property or services from or selling property or services to) with any Affiliate except:

(a) Equity holders, officers, directors, employees and Affiliates of a Borrower may render services to the Borrower for compensation at substantially the same rates generally paid by third parties engaged in the same or similar businesses for the same or similar services; and

(b) the Borrowers may enter into and carry out other transactions with Affiliates if in the ordinary course of a Borrower’s business, pursuant to the reasonable requirements of the Borrower’s business, upon terms that are fair and reasonable and no less favorable to the Borrower than the Borrower would obtain in a comparable arm’s length transaction.

6.07 Indemnification and other Payments .

The Borrowers shall not make any deferred purchase price payment, working capital adjustment payment or indemnification payment, or reimburse any third-party expenses, except, so long as no Event of Default or Potential Default exists, as required pursuant to the Purchase Agreement and the related transaction documents, so long as the making of any such payment does not result in an Event of Default or Potential Default, and provided that, subsequent to the making of any such payment or reimbursement, there remains minimum availability under the Revolving Credit Commitment of at least Two Hundred Thousand Dollars ($200,000.00).

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6.08 Disposition of Assets .

The Borrowers shall not Dispose of any of their property, whether now owned or hereafter acquired, except:

(a) The sale or Disposition of equipment no longer used or useful in the business of a Borrower;

(b) The Disposition of obsolete or worn-out property in the ordinary course of business; and

(c) Dispositions of other property in any fiscal year of a Borrower, so long as (i) such property, together with all other property Disposed of during such fiscal year, shall have a fair market value not exceeding One Hundred Thousand Dollars ($100,000.00), and (ii) the purchase price paid to the Borrower for such property shall be paid solely in cash.

6.09 Anti-Terrorism Laws .

Neither the Borrowers nor any of their respective Affiliates or agents shall (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law. The Borrowers shall deliver to the Bank any certification or other evidence requested from time to time by the Bank in its sole discretion, confirming the Borrower’s compliance with this Section.

6.10 Margin Stock .

The Borrowers shall not use the proceeds of any Loan, directly or indirectly, to purchase any “margin stock” (within the meaning of Regulations U, T or X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying, directly or indirectly, any margin stock.

6.11 Merger; Consolidation; Business Acquisitions .

The Borrowers shall not merge or agree to merge with or into or consolidate with any other Person. The Borrowers shall not acquire any material portion of the assets or business of any other Person without the prior written consent of the Bank, which consent the Bank shall not unreasonably withhold, condition or delay.

6.12 Double Negative Pledge .

The Borrowers shall not enter into or suffer to exist any agreement with any Person, other than in connection with this Agreement or any other agreement by and between the Borrowers and the Bank that prohibits or limits the ability of the Borrowers to create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind, real or personal, tangible or intangible (including, but not limited to, Equity Interests) of the Borrower.

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6.13 Sale/Leaseback .

The Borrowers shall not enter into any agreement with any party (“Lender”) to provide for the leasing by any Borrower of real or personal property that has been or is to be sold or transferred by the Borrowers to such Lender, or to any Person to whom funds have been or will be advanced by such Lender on the security of such property or the rental obligations of the Borrowers with respect to such property.

6.14 Ownership and Control .

The Borrowers shall not cause or permit, directly or indirectly, any change in the control of Webmayhem or Pair Networks. For purposes of this Section, a change in control of Webmayhem or Pair Networks means: (a) the failure of Libsyn to own, directly or indirectly, all of the outstanding Equity Interests in such entity; or (b) the failure of Libsyn to be able to elect or appoint a majority of the directors or managers (or other governing body) of such entity.

6.15 Fiscal Year .

The Borrowers shall not change their fiscal year from a calendar year or elect to be designated as an entity other than its current tax designation without the prior written consent of the Bank.

6.16 Modifications to Material Documents .

The Borrowers shall not amend in any respect their organizational documents, the Management Fee Agreement, or the material terms of any material contracts without the prior written consent of the Bank.

ARTICLE VII

DEFAULTS

7.01 Events of Default .

An Event of Default means the occurrence or existence of one or more of the following events or conditions (whatever the reason for such Event of Default and whether voluntary, involuntary or effected by operation of Law):

(a) The Borrowers shall fail to pay when due any principal of any Loan (including scheduled installments, mandatory prepayments or any payment due at maturity), or shall fail to pay within five (5) days of the due date any interest on any Loan, or any other amount payable to or on behalf of the Bank pursuant to this Agreement, the Notes or any other Loan Document; or

(b) Any representation or warranty made by the Borrowers under this Agreement or any of the other Loan Documents, or any statement made by any Borrower in any financial statement, certificate, report, exhibit or document furnished to the Bank pursuant to this Agreement or the other Loan Documents, shall prove to have been false or misleading in any material respect as of the time made; or

(c) Any Borrower shall default in the performance or observance of any covenant, condition, provision or duty contained in this Agreement, any Note or any other Loan Document (not constituting an Event of Default under any other provision of this Section 7.01 ); or

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(d) The Bank’s security interest or Lien under the Security Agreement or any of the other Loan Documents is or shall become unperfected or invalid; or

(e) Any Borrower, or any Affiliate of any Borrower (as principal or guarantor or other surety), shall fail to pay any Indebtedness owed to the Bank, or any Affiliate of the Bank, other than the Loans, after giving effect to any applicable grace period in the applicable loan documents; or

(f) Any Borrower shall (i) default (as principal or guarantor or other surety) in any payment of principal of or interest on any obligation (or set of related obligations) to a third party for borrowed money or, if any obligation (or set of related obligations) is or are payable or repayable on demand, shall fail to pay or repay such obligation or obligations when demanded, or (ii) default in the observance of any other covenant, term or condition contained in any agreement or instrument by which an obligation (or set of related obligations) to a third party is or are created, secured or evidenced, if the effect of such default is to cause, or permit the holder or holders of such obligation or obligations (or a trustee or agent on behalf of such holder or holders) to cause, all or part of such obligation or obligations to become due before its or their otherwise stated maturity; or

(g) One or more judgments or decrees is entered against any Borrower by a court of competent jurisdiction involving, in the aggregate, a liability in an amount in excess of Three Hundred Thousand Dollars ($300,000.00) and all such judgments or decrees have not been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof; or

(h) A writ or warrant of attachment, garnishment, execution, distraint or similar process involving an aggregate amount of money in excess of Three Hundred Thousand Dollars ($300,000.00) shall have been issued against any Borrower or any property of any Borrower, which shall have remained undischarged, unvacated, unbounded, or unstayed pending appeal for a period of thirty (30) consecutive days from date of issue or levy; or

(i) Any Person shall obtain a final, unappealable order or decree in any court of competent jurisdiction enjoining or prohibiting the carrying out of the terms and conditions hereof or of any other Loan Document; or

(j) Any Borrower shall assign this Agreement, the Notes or its right to receive any Loan hereunder; or

(k) The indictment of any Borrower under any criminal statute, or the commencement of a criminal proceeding against any Borrower, or the commencement of a civil proceeding against any Borrower, which, if such civil proceeding were determined adversely to the Borrower, would have a Material Adverse Effect, and if such civil proceeding is not dismissed within ninety (90) days of its commencement; or

(l) The Bank shall have determined (which determination shall be conclusive) that a Material Adverse Change has occurred such that the prospect of payment or performance of any covenant, agreement or duty under this Agreement, the Notes or any of the other Loan Documents is impaired or that the Bank is insecure; or

(m) (i) A Termination Event with respect to a Plan shall occur, (ii) any Person shall engage in any Prohibited Transaction or Reportable Event involving any Plan, (iii) an accumulated funding deficiency, whether or not waived, shall exist with respect to any Plan, (iv) the Borrowers or any ERISA Affiliate shall be in “Default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments due to a multi-employer Plan resulting from such Borrower’s or any ERISA Affiliate’s complete or partial withdrawal (as described in Section 4203 or 4205 of ERISA) from such Plan or (v) any other event or condition shall occur or exist with respect to a single employer Plan, except that no such event or condition shall constitute an Event of Default if it, together with all other events or conditions at the time existing, would not subject such Borrower to any tax, penalty, debt or liability which, alone or in the aggregate, would have a Material Adverse Effect; or

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(n) Any provision of any Loan Document shall at any time for any reason cease to be valid and binding and enforceable against any Borrower other than as a result of any action or omission of the Bank; or

(o) The validity, binding effect or enforceability of any Loan Document against any party thereto shall be contested by any Borrower; or

(p) Any Borrower shall deny that it has any, or any further, liability or obligation under any Loan Document; or

(q) Any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to the Bank the benefits purported to be created thereby, other than as a result of any action or omission of the Bank; or

(r) A proceeding shall be instituted in respect of any Borrower seeking any of the following remedies, provided that, if such proceeding is an involuntary proceeding, the same shall not have been stayed or dismissed within ninety (90) days of commencement:

(i) seeking to have an order for relief entered or seeking a declaration or entailing a finding that any Borrower is insolvent or a similar declaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief with respect to the Borrower, its assets or debts under any Law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities or any other similar Law now or hereinafter in effect; or

(ii) seeking appointment of a receiver, trustee, custodian, liquidator, assignee, sequestrator or other similar official for any Borrower or for all or any substantial part of its property; or

(s) any Borrower shall become insolvent, shall become generally unable to pay its debts as they become due, shall voluntarily suspend transaction of its business, shall make a general assignment for the benefit of creditors, or shall consent to any order for relief, declaration, finding or relief described in Section 7.01(s) of this Agreement, or shall consent to the appointment or to the taking of possession by any official or other person of all or any substantial part of its property whether or not any proceeding is instituted, shall dissolve, wind-up or liquidate itself or any substantial part of its property, or shall take any action in furtherance of any of the foregoing.

7.02 Consequences of an Event of Default .

(a) If an Event of Default specified in subsections (a) through (q) of Section 7.01 of this Agreement occurs and continues or exists beyond any applicable notice, cure or grace period, the Bank will be under no further obligation to make Loans and may at its option demand the unpaid principal amount of the Notes, interest accrued on the unpaid principal amount thereof and all other amounts owing by the Borrowers under this Agreement, the Notes and the other Loan Documents to be immediately due and payable without presentment, protest or further demand or notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately.

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(b) If an Event of Default specified in subsections (r) or (s) of Section 7.01 of this Agreement occurs, the Bank will be under no further obligation, if any, to make Loans and the unpaid principal amount of the Notes, interest accrued thereon and all other amounts owing by the Borrowers under this Agreement, the Notes and the other Loan Documents shall automatically become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately.

7.03 Other Remedies .

(a) If an Event of Default shall occur and be continuing the Bank shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other Obligations against any debt owing to, and any other funds held in any manner for the account of, the Borrowers by the Bank, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by any Borrower for its own account (but not including funds held in custodian or trust accounts) with the Bank. Such right shall exist whether or not the Bank shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, guaranty or any other security, right or remedy available to any Bank.

(b) If an Event of Default shall occur and be continuing, and whether or not the Bank shall have accelerated the maturity of Loans, the Bank may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the appointment of a receiver.

(c) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Bank shall have all of the rights and remedies of a secured party under the UCC or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Bank may exercise all post-default rights granted to the Bank under the Loan Documents or applicable Law.

(d) Any notice required to be given by the Bank of a sale, lease, or other disposition of the Collateral or any other intended action by the Bank, if given ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to the Borrower.

(e) The remedies in this Article VII are in addition to, not in limitation of, any other right, power, privilege or remedy, either at law, in equity or otherwise, to which the Bank may be entitled.

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ARTICLE VIII

MISCELLANEOUS

8.01 Business Days .

Except as otherwise provided in this Agreement, whenever any payment or action to be made or taken under this Agreement, or under the Notes or under any of the other Loan Documents is stated to be due on a day which is not a Business Day, such payment or action will be made or taken on the next following Business Day and such extension of time will be included in computing interest or fees, if any, in connection with such payment or action.

8.02 Amendments and Waivers .

The Bank and the Borrowers may from time to time enter into agreements amending, modifying or supplementing this Agreement, the Notes or any other Loan Document or changing the rights of the Bank or of the Borrowers under this Agreement, under the Notes or under any other Loan Document and the Bank may from time to time grant waivers or consent to a departure from the due performance of the obligations of the Borrowers under this Agreement, under the Notes or under any other Loan Document. Any such agreement, waiver or consent must be in writing and will be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision of this Agreement, any Event of Default or Potential Default so waived or consented to will be deemed to be cured and not continuing, but no such waiver or consent will extend to any other or subsequent Event of Default or Potential Default or impair any right consequent thereto.

8.03 No Implied Waiver;Cumulative Remedies .

No course of dealing and no delay or failure of the Bank in exercising any right, power or privilege under this Agreement, the Notes or any other Loan Document will affect any other or future exercise of any such right, power or privilege or exercise of any other right, power or privilege except as and to the extent that the assertion of any such right, power or privilege shall be barred by an applicable statute of limitations; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise of such right, power or privilege or of any other right, power or privilege. The rights and remedies of the Bank under this Agreement, the Notes or any other Loan Document are cumulative and not exclusive of any rights or remedies that the Bank would otherwise have.

8.04 Notices .

All notices, requests, demands, directions and other communications (collectively “ Notices ”) under the provisions of this Agreement or the Notes must be in writing unless otherwise expressly permitted under this Agreement and must be sent by first-class or first-class express mail or by private overnight or next Business Day courier, in all cases with charges prepaid, and any such properly given Notice will be effective when received. All Notices will be sent to the applicable party at the addresses stated below or in accordance with the last unrevoked written direction from such party to the other parties.

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If to the Borrowers: Liberated Syndication Inc.

5001 Baum Blvd., Ste., 770

Pittsburgh, PA 15213

Attn: Christopher J. Spencer, CEO

and a copy to Cohen & Grigsby, P.C.

625 Liberty Avenue

Pittsburgh, PA 15222-3152

Attn: Paul DeRosa

If to Bank:

First Commonwealth Bank

437 Grant Street

Frick Building, Suite 1600

Pittsburgh, PA 15219

Attn: Brian J. Sohocki

Facsimile, for purposes of Loan Requests Only: (412) 690-2206

and copy to:

Gregory D. Cribbs

Babst, Calland, Clements and Zomnir, P.C.

Two Gateway Center

Pittsburgh, PA 15222

8.05 Expenses; Taxes; Attorney’s Fees .

The Borrowers agree to pay or cause to be paid and to save the Bank harmless against liability for the payment of all reasonable out-of-pocket expenses including, but not limited to, reasonable fees and expenses of outside counsel and paralegals for the Bank, incurred by the Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (iii) arising in connection with the Bank’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Bank in the collection of the outstanding principal amount of the Loans. The Borrowers agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document. The Borrowers agree to save the Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In the event of a determination adverse to any Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrowers will pay, in addition to all other sums which the Borrowers may be required to pay, a reasonable sum for outside attorneys’ and paralegals’ fees incurred by the Bank or the holder of any Note in connection with such action or suit. All payments due from the Borrowers under this Section 8.05 will be added to and become part of the Obligations until paid in full.

8.06 Proceedings, Etc .

All proceedings taken in connection with the transactions provided for herein including, without limitation, any surveys, appraisals and documents required or contemplated by this Agreement, the person responsible for the execution and preparation thereof, all sureties, all insurers and the forms of guaranties and policies of insurance required hereby, shall be satisfactory in form, scope and content to the Bank.

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8.07 No Third Party Rights .

Nothing in this Agreement, whether express or implied, shall be construed to give any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement, which is intended for the sole use and benefit of the parties hereto.

8.08 Severability .

The provisions of this Agreement are intended to be severable. If any provision of this Agreement is held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of the provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

8.09 Governing Law; Consent to Jurisdiction .

This Agreement will be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the substantive Laws, and not the laws of conflicts, of said Commonwealth. The Borrowers consent to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania, in any action on, relating to or mentioning this Agreement, the Notes, the other Loan Documents or any one or more of them; provided, however, that the Bank may commence and pursue any action against the Borrower, or enforce its rights against any Collateral, in any other jurisdiction.

8.10 Prior Understandings .

This Agreement, the Notes and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, among the parties relating to the transactions provided for in this Agreement, the Notes and the other Loan Documents.

8.11 Duration; Survival .

All representations and warranties of the Borrowers contained in this Agreement or made in connection with this Agreement or any of the other Loan Documents shall survive the making of, and will not be waived by the execution and delivery of, this Agreement, the Notes or the other Loan Documents, by any investigation by the Bank, or the making of any Loan. Notwithstanding the termination of this Agreement or the occurrence of an Event of Default, all covenants and agreements of the Borrowers will continue in full force and effect from and after the date of this Agreement so long as the Borrowers may borrow under this Agreement and until payment in full of the Notes, interest thereon, and all fees and other obligations of the Borrowers under this Agreement or the Notes. Without limitation, it is understood that all obligations of the Borrowers to make payments to or indemnify the Bank will survive the payment in full of the Notes and of all other obligations of the Borrowers under this Agreement, the Notes and the other Loan Documents.

8.12 Counterparts .

This Agreement may be executed in any number of counterparts and by the different parties to this Agreement on separate counterparts each of which, when so executed, will be deemed an original, but all such counterparts will constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an originally executed counterpart of this Agreement.

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8.13 Successors and Assigns .

This Agreement will be binding upon and inure to the benefit of the Bank, the Borrowers and their respective successors and assigns, except that the Borrowers may not assign or transfer any of its rights under this Agreement.

8.14 No Third Party Beneficiaries .

The rights and benefits of this Agreement and the other Loan Documents are not intended to, and shall not, inure to the benefit of any third party.

8.15 Participation and Assignment .

The Bank may from time to time participate, sell or assign all or any part of the Loans made by the Bank or which may be made by the Bank, or its right, title and interest in the Loans or in or to this Agreement, to another lending office, lender or financial institution without notice to the Borrower. Except to the extent otherwise required by the context of this Agreement, the word “Bank” where used in this Agreement means and includes any holder of a Note originally issued to the Bank and each such holder of a Note will be bound by and have the benefits of this Agreement, the same as if such holder had been a signatory to this Agreement. In connection with any such sale, assignment or grant of participation, the Bank may make available to any prospective purchaser, assignee or participant any information relative to the Borrowers in the Bank’s possession.

8.16 Exhibits .

All exhibits and schedules attached to this Agreement are incorporated and made a part of this Agreement.

8.17 Headings .

The section headings contained in this Agreement are for convenience only and do not limit or define or affect the construction or interpretation of this Agreement in any respect.

8.18 Indemnity .

In addition to the payment of expenses pursuant to Section 8.05 hereof, whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to indemnify, pay and hold the Bank and the officers, directors, employees, agents, consultants, auditors, affiliates and attorneys of the Bank (collectively called the “ Indemnitees ”), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that is imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by the Bank, the Bank’s agreement to make the Loans hereunder, the use or intended use of the proceeds of any of the Loans or the exercise of any right or remedy hereunder or under any of the other Loan Documents, any error, failure or delay in the performance of any of the Bank’s obligations under this Agreement caused by natural disaster, fire, war, strike, civil unrest, error or inoperability of communication equipment or lines or any other circumstances beyond the control of the Bank or actions taken by the Bank which were reasonably believed by the Bank to be taken pursuant to and in compliance with this Agreement including, but not limited to, actions taken by the Bank to amend or cancel any funds transfer instructions or any decision by the Bank to effect or not to effect the transfer as provided in this Agreement, or any other such action taken by the Bank in good faith pursuant to its responsibilities under this Agreement (the “ Indemnified Liabilities ”); provided, however, that the Borrowers shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that or another Indemnitee as finally determined by a court of competent jurisdiction.

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8.19 Limitation of Liability .

To the fullest extent permitted by Law, no claim may be made by the Borrowers against the Bank or any affiliate, director, officer, employee, attorney or agent of the Bank for any special, incidental, consequential or punitive damages in respect of any claim arising from or relating to this Agreement or any other Loan Document or any statement, course of conduct, act, omission or event occurring in connection herewith or therewith (whether for breach of contract, tort or any other theory of liability). The Borrowers hereby waive, release and agree not to sue upon any claim for any such damages, whether such claim presently exists or arises hereafter and whether or not such claim is known or is suspected to exist in its favor. This Section 8.19 shall not limit any rights of the Borrowers arising solely out of willful misconduct as finally determined by a court of competent jurisdiction.

8.20 Confidentiality .

(a) General . The Bank agrees to keep confidential all information obtained from the Borrowers that is nonpublic and confidential or proprietary in nature (including any information a Borrower specifically designates as confidential), except as provided below, and to use such information only in connection with this Agreement and for the purposes contemplated hereby. The Bank shall be permitted to disclose such information (i) to outside legal counsel, accountants and other professional advisors who need to know such information in connection with the administration and enforcement of this Agreement, subject to the agreement of such Persons to maintain the confidentiality, (ii) to assignees and participants, and prospective assignees and participants, (iii) to the extent requested by any bank regulatory authority or, with notice to the Borrower, as otherwise required by applicable Law or by any subpoena or similar legal process, or in connection with any investigation or proceeding arising out of the transactions contemplated by this Agreement or the other Loan Documents, (iv) if it becomes publicly available other than as a result of a breach of this Agreement or becomes available from a source not known to be subject to confidentiality restrictions, or (v) if the Borrowers shall have consented to such disclosure.

(b) Sharing Information with Affiliates of the Bank . The Borrowers acknowledge that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrowers or one or more of their Affiliates (in connection with this Agreement or otherwise) by the Bank or by one or more subsidiaries or Affiliates of the Bank and the Borrowers hereby authorize the Bank to share any information delivered to the Bank by the Borrowers pursuant to this Agreement, or in connection with the decision of the Bank to enter into this Agreement, to any such subsidiary or Affiliate of the Bank, it being understood that any such subsidiary or Affiliate of the Bank receiving such information shall be bound by the provisions of this Section as if it were a Bank hereunder. Such authorization shall survive the repayment of the Loans.

8.21 Payment of Obligations; Joint and Several Obligations of Borrowers .

The Borrowers shall be jointly and severally liable for the Obligations in connection with Loans. Without limiting the generality of the foregoing, each Borrower hereby acknowledges and agrees that any and all actions, inactions or omissions by any one of the Borrowers in connection with, related to or otherwise affecting the Loans are the obligations of, and inure to and are binding upon, each and all of the Borrowers, jointly and severally.

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8.22 Relative Priority of Security Interests; Limitation of Certain Liabilities .

To the extent any portion of the Obligations of a Borrower may be determined by final order of a court of competent jurisdiction to be in the nature of the obligations of a surety (the “Suretyship Portion”), any security interests in any assets of such Borrower securing the Suretyship Portion shall be subordinate to the security interests in the assets of such Borrower securing the remaining portion of the Obligations. If the Suretyship Portion would otherwise be held or determined to be void, invalid or unenforceable on account of its amount, notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of such liability shall, without any further action by the Bank, the Borrowers or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

8.23 Waiver of Trial by Jury .

THE BORROWERS EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVE ALL BENEFIT AND ADVANTAGE OF ANY RIGHT TO A TRIAL BY JURY, AND WILL NOT AT ANY TIME INSIST UPON, OR PLEAD OR IN ANY MANNER WHATSOEVER CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A TRIAL BY JURY IN ANY ACTION ARISING IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed and delivered this Agreement as of the date set forth at the beginning of this Agreement as a document under seal.

LIBERATED SYNDICATION INC.

By:

Name:

Title:

WEBMAYHEM, INC.

By:

Name:

Title:

PAIR NETWORKS, INC.

By:

Name:

Title:

FIRST COMMONWEALTH BANK

By:

Brian J. Sohocki, Senior Vice President

[Loan Agreement Signature Page]

SCHEDULE 1.1(A)

PRICING GRID

Level	Borrowers’ Cash Balance	Applicable LIBOR Margin	Applicable Prime Rate Margin	Unused Facility Fee	Letter of Credit Fee
I	< $6,000,000.00	1.75%	0.75%	0.25%	1.75%
II	≥ $6,000,000.00 < $9,000,000.00	1.50%	0.50%	0.20%	1.50%
III	> $9,000,000.00	1.25%	0.25%	0.15%	1.25%

For purposes of determining the Applicable Margin and fees:

(a) The Applicable Margin, Unused Facility Fee and Letter of Credit Fee as of the Closing Date shall be determined based on the Borrowers’ Cash Balance as of the Closing Date as shown on the Closing Date Compliance Certificate.

(b) The Applicable Margin, Unused Facility Fee and Letter of Credit Fee shall be recomputed as of the end of the fiscal quarter ending March 31, 2018 and each fiscal quarter ending thereafter based on the Borrowers’ Cash Balance as of such fiscal quarter end. Any increase or decrease in the Applicable Margin, Unused Facility Fee and Letter of Credit Fee computed as of a quarter end shall be effective on the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 5.01(c) of the Loan Agreement. If a Compliance Certificate is not delivered when due in accordance with the Loan Agreement, then the rates in Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.

(c) If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers or for any other reason, the Borrowers determine or the Bank determines that (i) the Borrowers’ Cash Balance as calculated by the Borrowers as of any applicable date was inaccurate, and (ii) a proper calculation of Borrowers’ Cash Balance would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Bank, promptly on demand by the Bank (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. If any inaccurate financial statement or Compliance Certificate would, if corrected, have led to the application of a lower Applicable Margin for any period for which interest has already been paid, Bank shall not be required to refund or return any portion of such interest, but instead, the amount by which the interest actually paid by the Borrowers exceeds the amount that would have been paid had the correct Applicable Margin been applied shall be credited against the next payment(s) due from Borrowers. This paragraph shall not limit the rights of the Bank, under Section 2.04(e) or Article VII. The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

SCHEDULE 3.06

OWNERSHIP AND CONTROL

Liberated Syndication Inc.

Common Stock

Authorized: 200,000,000

Issued and Outstanding as of date of close – 29,565,008

Assumes 1,599,148 common shares issued to Seller at closing ($2,500,000 / $1.56)

Preferred Stock

Authorized: 10,000,000

Issued and Outstanding as of date of close – zero

Webmayhem, Inc. – Liberated Syndication Inc. owns 100% of the issued and outstanding shares of Webmayhem, Inc.

pair Networks, Inc. – Liberated Syndication Inc. owns 100% of the issued and outstanding shares of pair Networks, Inc.

SCHEDULE 3.07

OFFICERS, DIRECTORS AND BUSINESS

The following serve in the noted capacity for Liberated Syndication Inc., Webmayhem Inc, and pair Networks, Inc.

Christopher J. Spencer, Chief Executive Officer and Chairman of the Board

John Busshaus, Chief Financial Officer

Denis Yevstifeyey, Director

Douglas Polinksy, Director

J. Gregory Smith, Director

Liberated Syndication Inc. is the parent company for the wholly owned subsidiaries: Webmayhem Inc and pair Networks, Inc. Webmayhem dba Libsyn provides podcast hosting and distribution services. pair Networks, Inc. provides web hosting, domain registration and security services.

SCHEDULE 3.15

PATENTS, LICENSES, FRANCHISES

None.

SCHEDULE 6.01

LIENS

Capital lease for Emerson Batteries. Please see below on Indebtedness Schedule 6.02.

SCHEDULE 6.02

INDEBTEDNESS

Master Lease No. 2014254 dated August 22, 2014 between pair Networks, Inc and First American Commercial Bancorp, Inc.

EXHIBIT A

FORM OF LOAN REQUEST

(See attached)

LOAN REQUEST

TO:

First Commonwealth Bank

437 Grant Street

Frick Building, Suite 1600

Pittsburgh, PA 15219

Attention: Brian J. Sohocki

FROM:

Liberated Syndication Inc. (“ Borrower ”)

RE:

Loan Agreement dated as of December 27, 2017, between the Borrowers and the Bank (as the same may be further amended, restated, modified or supplemented, the “Loan Agreement”)

Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement.

Pursuant to the Loan Agreement, the undersigned irrevocably requests [check one box under 1(a) below and fill in blank space next to the box as appropriate] :

1(a)

☐

New Revolving Credit Loan OR

☐

Renewal of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan originally made on _______________ OR

☐

Conversion of the Prime Rate Option applicable to an outstanding Revolving Credit Loan originally made on ____________ to a Revolving Credit Loan to which the LIBOR Rate Option applies, OR

☐

Conversion of the LIBOR Rate Option applicable to an outstanding Revolving Credit Loan originally made on _____________ to a Revolving Credit Loan to which the Prime Rate Option applies.

SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:

[Check one box under 1(b) below and fill in blank spaces in line next to box]:

1(b)(i)

☐

Under the Prime Rate Option . Such Loan shall have a Borrowing Date of ___________________ (which date shall be (i) on the Business Day of the receipt by the Bank by 1:00 p.m., Pittsburgh, Pennsylvania time, of this Loan Request for making a new Revolving Credit Loan, renewing a Loan to which the Prime Rate Option applies; or (ii) the last day of the preceding Interest Period for converting a Loan to which the LIBOR Rate Option applies to a Loan to which the Prime Rate Option applies), OR

(ii)

☐

Under the LIBOR Rate Option . Such Loan shall have a Borrowing Date of ___________________ (which date shall be two (2) Business Days subsequent to the Business Day of the receipt by the Agent by 1:00 p.m., Pittsburgh, Pennsylvania time, of this Loan Request for making a new Revolving Credit Loan, renewing a Loan to which the LIBOR Rate Option applies, or converting a Revolving Credit Loan to which the Prime Rate Option or the LIBOR Rate Option applies to a Revolving Credit Loan to which the LIBOR Rate Option applies).

(c)

In the case of a Loan under the LIBOR Rate Option, the Interest Period applicable thereto shall be ____________ months [specify one (1), two (2), three (3) or six (6) months] .

Such Loan is in the principal amount of $____________________ or the principal amount to be renewed or converted is $____________________.

As of the date hereof and the date of making of the above-requested Loans (and after giving effect thereto): the Borrowers have performed and complied with all covenants and conditions of the Loan Agreement; all of Borrower’s representations and warranties therein are true and correct (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); no Event of Default or Potential Default has occurred and is continuing or shall exist; and the making of such Loan shall not contravene any Law applicable to the Borrower; and the making of any Revolving Credit Loan shall not cause the aggregate amount of such Loans to exceed the Borrowing Base.

The undersigned certifies to the Bank as to the accuracy of the foregoing.

LIBERATED SYNDICATION INC.

By: __________________________

Name:________________________

Title:_________________________

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

(See attached)

COMPLIANCE CERTIFICATE

____________, 201__

First Commonwealth Bank

Corporate Banking

Frick Building, Suite 1600

437 Grant Street

Pittsburgh, PA 15219

Attn: Brian J. Sohocki

Dear Mr. Sohocki:

I refer to the Loan Agreement effective as of December 27, 2017 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) among Liberated Syndication Inc., Webmayhem, Inc. and Pair Networks, Inc. (the “Borrowers”), and First Commonwealth Bank (the “Bank”). Unless otherwise defined herein, terms defined in the Loan Agreement are used herein with the same meanings.

The undersigned does hereby certify on behalf of the Borrowers as of __________, 201__ (the “Report Date”), as follows:

CHECK ONE:

____

The annual audited financial statements of the Borrowers being delivered to the Bank with this Compliance Certificate: (a) present fairly the financial position of the Borrowers and their results of operations and cash flows for the most recent fiscal year; and (b) comply with the reporting requirements for such financial statements as set forth in the Loan Agreement.

____

The quarterly financial statements of the Borrowers being delivered to the Bank with this Compliance Certificate: (a) present fairly the financial position of the Borrowers and their results of operations and cash flows for the most recent month ending as of the Report Date and the fiscal year through that date, prepared, and certified by the appropriate officer of Borrowers as having been prepared, in accordance with GAAP consistently applied (subject to the absence of footnotes and normal year-end adjustments), and (b) satisfy and comply with the reporting requirements for such financial statements as set forth in the Loan Agreement.

The representations and warranties of the Borrowers contained in Article III of the Loan Agreement, and in each of the other Loan Documents, are true and accurate on and as of the Report Date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties are true and correct on and as of the specific dates or times referred to therein). The Borrowers are in compliance with, and since the date of the most recent previously delivered Compliance Certificate has performed and complied with, all covenants and conditions contained in the Loan Agreement.

No Event of Default or Potential Default exists on the Report Date; no Event of Default or Potential Default has occurred or is continuing since the date of the most recent previously delivered Compliance Certificate; no Material Adverse Change has occurred since the date of the most recent previously delivered Compliance Certificate; and no event has occurred or is continuing since the date of the most recent previously delivered Compliance Certificate that may reasonably be expected to result in a Material Adverse Change.

[NOTE: If any Event of Default, Potential Default, Material Adverse Change or event which may reasonably be expected to result in a Material Adverse Change has occurred or is continuing, set forth on an attached sheet the nature thereof and the action which the Borrowers have taken, is taking or proposes to take with respect thereto.]

Minimum Fixed Charge Coverage Ratio (Section 5.14(a)). (For periods beginning with the fiscal quarter ending on March 31, 2018 and thereafter.) The Fixed Charges Coverage Ratio is _____ to 1.0 for the period ended as of the Report Date, which is not less than the permitted minimum ratio of 1.50 to 1.00 for the relevant period, based on Adjusted EBITDA calculated as set forth in paragraph 4(A) below and Adjusted Fixed Charges calculated as set forth in paragraph 4(B) below.

(A)

Adjusted EBITDA for the period ending as of the Report Date equals $________________, and is calculated by dividing EBITDA, determined as set forth below, by the applicable divisor set forth in the Loan Agreement:

Net Income (loss) for such period	$
Plus all deductions for depreciation, amortization and non-cash charges to Net Income for such period	+ $
Plus Interest Expense deducted in computing net income (loss) for such period	+ $_______________
Plus all income, capital or profits taxes deducted in computing net income (loss) for such period	+ $_______________
Plus any non-recurring costs permitted under the definition of EBITDA	+ $_______________
Equals EBITDA	= $

(B)

Adjusted Fixed Charges for the period ending as of the Report Date equals $______________, and is calculated by dividing Fixed Charges, determined as set forth below, by the applicable divisor set forth in the Loan Agreement:

Required principal amortization for such period on the Obligations	$
Plus net cash interest expense for such period	+ $
Plus income taxes paid or payable	+ $_______________
Plus Permitted Distributions paid in cash	+ $
Plus Fees paid during such period to the Bank	+ $
Plus Unfinanced Capital Expenditures	+ $_______________
Equals Fixed Charges	= $_______________

Minimum Liquidity . (Section 5.14(b)). Borrowers’ cash and Cash Equivalents maintained at the Bank, as shown on the balance sheet accompanying this Certificate, as of the Report Date totals $______________, which is not less than the minimum amount required by the Loan Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date first set forth above.

LIBERATED SYNDICATION INC.

By: _____________________________________

Name: ___________________________________

Title: ____________________________________

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

pair Networks, Inc.

We have audited the accompanying consolidated balance sheets of pair Networks, Inc. and subsidiary as of December 31, 2016 and 2015, and the related consolidated statements of income and retained earnings, and cash flows for each of the years in the two-year period ended December 31, 2016. These financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of pair Networks, Inc. and subsidiary as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The consolidated summaries of operating expenses have been subjected to audit procedures performed in conjunction with the audit of pair Networks, Inc.’s financial statements. The consolidated summaries of operating expense is the responsibility of the entity’s management. Our audit procedures included determining whether the consolidated summaries of operating expenses reconciles to the financial statements and performing procedures to test the completeness and accuracy of the information presented in the consolidated summaries of operating expenses. In forming our opinion on the consolidated summaries of operating expenses, we evaluated whether the consolidated summaries of operating expenses, including its form and content, is presented in conformity with accounting principles generally accepted in the United States of America. In our opinion, the consolidated summaries of operating expenses is fairly stated, in all material respects, in relation to the financial statements as a whole.

As discussed in Note 3 to the consolidated financial statements, the retained earnings as of January 1, 2015, has been restated to correct a misstatement relating to the recognition of revenue. Our opinion is not modified with respect to this matter.

/s/ GOFF BACKA SLFERA & COMPANY, LLC

GOFF BACKA ALFERA & COMPANY, LLC

Pittsburgh, Pennsylvania

October 31, 2017

pair Networks, Inc. and Subsidiary

Consolidated Financial Statements

Years Ended December 31, 2016 and 2015

pair Networks, Inc. and Subsidiary Consolidated Financial Statements Years Ended December 31, 2016 and 2015

Table of Contents

	Page
Consolidated Balance Sheets	1
Consolidated Statements of Income and Retained Earnings	2
Consolidated Statements of Cash Flows	3
Notes to the Consolidated Financial Statements	4-15
Supplementary information:
Consolidated Summaries of Operating Expenses	17

pair Networks, Inc. and Subsidiary

Consolidated Balance Sheets

December 31, 2016 and 2015

Assets

	2016	2015

Current Assets
Cash and Cash Equivalents	$ 756,076	$ 755,417
Accounts Receivable	90,826	130,701
Prepaid Domain Name Registry Fees	574,062	593,269
Prepaids and Other Current Assets	74,209	100,103
Total Current Assets	1,495,173	1,579,490
Fixed Assets, Net	3,281,581	3,890,465
Other Assets
Note Receivable - Stockholder	13,652,102	13,978,000
Prepaid Domain Name Registry Fees, Net of Current Portion	684,819	729,538
Other Assets	2,314	5,479
Total Other Assets	14,339,235	14,713,017
Total Assets	$ 19,115,989	$ 20,182,972
Liabilities and Stockholder's Equity
Current Liabilities
Accounts Payable	$ 130,723	$ 173,059
Current Portion of Deferred Revenue	3,107,461	3,329,797
Accrued Payroll, Related Taxes and Withholdings	384,682	331,254
Current Portion of Notes Payable and Capital Lease	495,778	461,746
Other Current Liabilities	20,691	23,084
Total Current Liabilities	4,139,335	4,318,940
Long Term Liabilities
Deferred Revenue, Net of Current Portion	1,295,743	1,363,294
Notes Payable, Net of Current Portion	300,178	670,329
Capital Lease, Net of Current Portion	143,061	208,752
Total Long Term Liabilities	1,738,982	2,242,375
Total Liabilities	5,878,317	6,561,315
Stockholder's Equity
Common stock, no par value, 1,000,000 shares authorized, 800,000 shares issued & outstanding	25,100	25,100
Retained Earnings	13,212,572	13,596,557
Total Stockholder's Equity	13,237,672	13,621,657
Total Liabilities and Stockholder's Equity	$ 19,115,989	$ 20,182,972

The accompanying notes are an integral part of the consolidated financial statements.

pair Networks, Inc. and Subsidiary

Consolidated Statements of Income and Retained Earnings

Years Ended December 31, 2016 and 2015

	2016	2015
Income
Sales, Net	$ 12,233,107	$ 12,916,831
Less: Operating Expenses (See Summaries)	10,799,382	11,526,483
Operating Income	1,433,725	1,390,348
Other Income (Expenses)
Interest Income	2,410	1,713
Interest Income - Shareholder	100,652	64,087
Legal Settlement	-	(6,313 )
Capital Gains	53	-
Referral Fees	9,649	11,349
Cost of Abandoned Transaction	(190,000 )
Interest Expense	(42,990 )	(49,290 )
Gain on Sale of Asset		5,859
Miscellaneous Income (Expenses)	2,766	(76 )

Total Other Income (Expenses)	(117,460 )	27,329
Net Income	1,316,265	1,417,677
Retained Earnings - Beginning
(As Restated for 2015)	13,596,557	15,770,555
Distributions	(1,700,250 )	(3,591,675 )
Retained Earnings - Ending	$ 13,212,572	$ 13,596,557

The accompanying notes are an integral part of the consolidated financial statements.

pair Networks, Inc. and Subsidiary

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016 and 2015

	2016	2015
Cash Flows from Operating Activities
Net Income	$ 1,316,265	$ 1,417,677
Adjustments to Reconcile Net Income to Net Cash
Provided by (Used in) Operating Activities:
Depreciation	903,615	1,296,218
(Gain) / Loss on Sale of Asset		(5,859 )
Changes in Assets and Liabilities:
Accounts Receivable (Increase) Decrease	39,875	23,236
Prepaids and Other Assets (Increase) Decrease	92,985	76,865
Accounts Payable Increase (Decrease)	(42,336 )	31,525
Deferred Revenue Increase (Decrease)	(289,888 )	(190,893 )
Accrued Expense and Other Liabilities Increase (Decrease)	51,035	(88,459 )
Total Adjustments	755,286	1,142,633
Net Cash Provided by (Used in) Operating Activities	2,071,551	2,560,310
Cash Flows Provided by (Used in) Investing Activities
Repayment of Note Receivable - Stockholder, Net	325,898	263,586
Purchase of Property and Equipment	(213,039 )	(333,266 )
Proceeds from the Sale of Assets		7,000
Advances to SkiPunk, LLC		(361,807 )
Net Cash Provided by (Used in) Investing Activities	112,859	(424,487 )
Cash Flows from Financing Activities
Proceeds from Bank Loan		300,000
Repayments of Bank Loans	(421,178 )	(380,248 )
Designated Principal Payments on Capital Lease	(62,323 )	(61,249 )
Stockholder's Distributions	(1,700,250 )	(2,135,705 )
Net Cash Provided by (Used in) Financing Activities	(2,183,751 )	(2,277,202 )
Net Increase (Decrease) in Cash and Cash Equivalents	659	(141,379 )
Cash and Cash Equivalents at Beginning of Year	755,417	896,796
Cash and Cash Equivalents at End of Year	756,076	$ 755,417
Additional Information
Interest Paid	$ 43,331	$ 48,411

Supplemental Schedule of Non-cash Activities

In 2016 equipment costing $81,691 was purchased through an equipment finance company loan (See Note 7)

In 2015 equipment costing $332,324 was obtained and financed through a capital lease (See Note 8).

In 2015, as described in Note 13, a balance of $1,455,970 was transferred from Advance to Ski Punk, LLC and recorded as a Stockholder's Distribution.

The accompanying notes are an integral part of the consolidated financial statements.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 1 Organization and Operations

pair Networks, Inc. and subsidiary (the Company) provides web hosting services and domain name registrations for entities in the United States and abroad. Services include shared web hosting, e-commerce, fully-managed virtual private and dedicated servers, customer self-managed dedicated servers, domain-name registration, co-location and content-delivery networks.

The Company began operations in August 1995. It incorporated in the state of Pennsylvania in August 1998. For income tax purposes, it is recognized as an S Corporation for both Federal and state purposes.

Ryousha Kokusai, LLC (d/b/a pair International), a wholly owned single-member limited liability company subsidiary of pair Networks, Inc., was formed on January 1, 2015. The sales to European Union countries subject to the Value Added Tax (VAT) in Europe are recorded and handled through this LLC. For income tax purposes, this LLC is treated as a disregarded entity.

The Company's principal operations are conducted at a site in Pittsburgh, PA. It also has an operating site located in Denver, CO and remote site back-up location in Pittsburgh, PA. Approximately 79% of revenues are generated from customers in the United States. The remainder is split up internationally among approximately 150 countries. No single customer accounts for more than 1% of sales.

Note 2 Summary of Significant Accounting Policies

Principles of Consolidation

These consolidated financial statements include the accounts of pair Networks, Inc. and its wholly-owned subsidiary Ryousha Kokusai, LLC. All significant intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

The Company considers all demand deposits and money market funds with an original maturity of three months or less to be cash equivalents.

Concentration of Risk

The majority of the Company's cash and cash equivalents are maintained at one financial institution, the balance of which normally exceeds federally insured limits. The Company does not believe that it is exposed to any significant credit risk because of this situation.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 2 Summary of Significant Accounting Policies (Cont.)

Accounts Receivable, Revenue Recognition and Allowance for Doubtful Accounts

The Company recognizes revenue when there is persuasive evidence that an arrangement exits, the service period has elapsed or the product has been delivered and collection is reasonably assured.

Web Hosting - Services are provided for a specific contract period and are usually paid for in advance of that service period. The consideration received is recorded as deferred revenue at the time of the sale and recognized as income ratable over the service period.

Domain Name Registration - These registrations are sold to customers and provide the customer with exclusive used of a domain name for a specific period, usually one to ten years. Payments for the full term of the registration are paid for in advance and are recorded as deferred revenue and then recognized as earned ratably over the term of the registration period. Domain registration fees are non-refundable.

An allowance for doubtful accounts is not provided for by the Company because it is considered to be immaterial. As accounts are deemed uncollectable, they are written off against sales.

Prepaid Domain Name Registry Fees

Prepaid domain name registry fees represent amounts charged by a registry at the time a domain is registered or renewed. These amounts are amortized and expensed over the same period revenue is recognized for the related domain registration contracts.

Internally Developed Software

The Company internally developed much of the software necessary to operate the business and account for customer activity, including new customer sign-up, initiating and terminating service, billing, collection, etc. A significant portion of this software was developed early on in the startup phase of the Company, including a period prior to the incorporation of the business.

Generally Accepted Accounting Standards normally requires that costs (mainly labor), associated with the development of software applications, be capitalized and amortized over an estimated useful life. Post-implementation costs, normally maintenance and minor upgrades, are to be expensed when incurred.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 2 Summary of Significant Accounting Policies (Cont.)

Internally Developed Software (Cont.)

The Company's policy has been to expense, rather than capitalize, the cost to develop internal use software. In 2016, 2015 and in the previous five years, the Company believes that software development costs that would require capitalization would have been insignificant and that the vast majority of software development costs in those years would have been post implementation costs that would not require capitalization.

Equipment and Property

Equipment and property are stated at cost. Depreciation is provided for on a straight-line basis over the following estimated useful lives:

Equipment		5 to 10 years
Leasehold Improvements		39 to 40 years
Software		3 years
Furniture & Fixtures		7 to 10 years

Expenditures for maintenance and repairs are charged against earnings in the year incurred. Expenditures for any equipment individually costing less than $500 are expensed in the year incurred.

Paid Time Off (PTO)

PTO (vacation and sick days) vests with the employee as they earn it. The PTO can be accumulated over years and there is no requirement to use it or lose it if not used by a certain date. The Company maintains a system to track such time and, as such, recognizes a liability for earned, but unused PTO at the end of the year. The accrual for PTO at December 31, 2016 and 2015 was $157,641 and $148,844, respectively.

Advertising Costs

Advertising costs are expensed as incurred.

Income Taxes

Effective January 1, 2005, the Company, with the consent of its stockholders, elected under the Internal Revenue Code to be taxed as an S corporation. In lieu of Federal and state corporate income taxes, the stockholder of an S corporation is taxed on his proportionate share of the Company's taxable income. Therefore, no provision for Federal or state income taxes has been included in these financial statements.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 2 Summary of Significant Accounting Policies (Cont.)

Income Taxes (Cont.)

The Company is required to file and does file an S Corporation tax return with the Internal Revenue Service and state taxing authorities. The income tax returns of the S Corporation are subject to examination by income tax authorities generally for three years after the due date of the tax return. Accordingly, the tax returns for the year ended December 31, 2013 through the present are still subject to examination.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Fair Value of Financial Instruments

The carrying amount of financial instruments, include cash, receivables, short term investments, accounts payable, accrued liabilities and lines of credit approximated fair value due to the short maturity of these instruments. The carrying amount of long term debt approximates fair value because the interest rates offered to the Company for debt with similar terms and maturities approximate current market interest.

Variable Interest Entities

Generally accepted accounting principles (GAAP) in the United States normally requires consolidation of variable interest entities (VIE) in the financial statement of their primary beneficiary when the reporting entity has controlling financial interest in the VIE.

A subsequent amendment to GAAP permitted a private company, under certain circumstances, to elect to forego consolidation of a VIE that acts as a lessor of property to the reporting entity and provides for alternative disclosure.

As explained in Note 13, it was determined that a planned lessor entity (SkiPunk, LLC) was a VIE entity to the Company. The Company believes it qualifies for the alternative disclosure in connection with this arrangement and, as such, has elected not to consolidate the VIE's income, expenses, assets or liabilities in these financial statements. Rather it has provided for the alternative disclosure set forth in the note referred to above.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 2 Summary of Significant Accounting Policies (Cont.)

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 605), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods & services. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition methods. Early adoption is not permitted. The updated standard will be effective for annual reporting beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topics 842), which dramatically changes the manner in which financial statements present, among other things, operating leases by lessees. Under this recently issued ASU, companies must reflect operating lease obligations on their balance sheets. Income statement treatment of operating leases is similar to the current rules which require straight line reporting of the lease expenses. For private companies, the new rules on lease reporting is effective for fiscal years beginning after December 15, 2019 and interim periods beginning the following year. Early adoption is permitted. The Company is currently evaluating the effects, if any, the adoption of this guidance will have on its consolidated financial statements.

Note 3 Prior-period Adjustment for Change in Accounting for Sale of Domain Name Registrations

Prior to 2015, the Company would recognize as earned in the year sold, the fees paid by customers for domain name registrations and expense the fees charged by the registry for the domain at the time of the sale. The registrations provide exclusive use of a domain name for a specific contract period, usually one to ten years.

This procedure was utilized because a contract arrangement existed, the product (the domain name) had been delivered and the non-refundable fees were paid by the customer at the time of the sale. The service obligations during the contract period were deemed not to be of a nature significant enough to require deferral of both the revenue and the cost and the subsequent ratable recognition of each over the term of the contract period.

Based on a review of industry practices employed by companies that sell domain registrations, it was determined that the industry had adopted an accounting procedure whereby the revenue from the sale of domains and the related cost of registry fees for those domains were deferred at the time of the sale and amortized ratably to income

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 3 Prior-period Adjustment for Change in Accounting for Sale of Domain Name Registrations (Cont.)

and expense over the contract period. The industry has apparently concluded that the service obligation over the term of the domain registration period is significant enough to require the deferral method of accounting.

Accordingly, effective beginning on January 1, 2015, the Company has adopted the industry accepted method of accounting for the sale of domain name registrations as more fully described in Note 2 to these financial statements.

The cumulative effect of the change on retained earnings as of the beginning of 2015 is as follows:

Retained earnings as of December 31, 2014 as previously reported	$ 16,666,086

Cumulative effect through December 31, 2014 of the accounting change	(895,531 )

Restated retained earnings as of December 31, 2014 and as of the beginning of 2015	$ 15,770,555

The effect of the change on the 2016 and 2015 consolidated statements of income by using the deferral method of accounting for sales and costs of domains in contrast to the immediate recognition of the sale and expense of domains at the time of the sale is as follows:

	2016	2015
Sales, Net - increase (decrease)	$ 106,532	$ 30,255
Operating Expenses — Cost of
Domains Sold — increase (decrease)	$ 63,926	$ 1,836
Net Income — increase (decrease)	$ 42,606	$ 28,419

The effect of the change on the consolidated balance sheets as of December 31, 2016 and 2015 was to increase Total Assets by $1,258,881 and $1,322,807, respectively, consisting of the current and long-term portions of the Prepaid Domain Name Registry Fees as set forth on the balance sheets and to increase Total Liabilities by $2,083,387 and $2,189,919, respectively, consisting of the current and long-term portions of deferred revenue related to domains as set forth in Note 6 to the consolidated financial statements.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 4 Property and Equipment,

Net Property and equipment consisted of:

	2016	2015
Computer/Telecommunication
Equipment	$ 6,604,163	$ 7,018,655
Software	5,196	5,116
Furniture and Fixtures	672,975	672,975
Equipment-Capital Lease	332,324	332,324
Leasehold Improvement	2,618,350	2,618,350
Property and Equipment, at Cost	10,233,008	10,647,420
Less: Accumulated Depreciation	(6,951,427 )	(6,756,955 )
Property and Equipment, net	$ 3,281,581	$ 3,890,465

Depreciation expense for the years 2016 and 2015 were $903,615 and $1,296,218, respectively.

Note 5 Loan to Stockholder

The Company periodically advances funds to the sole stockholder under terms of a demand note. There is no fixed repayment schedule. Interest is computed annually using the blended Applicable Federal Rate for demand loans. In 2016 and 2015 the blended rates were .73% and .45%, respectively. Interest imputed at these rates amounted to $100,652 and $64,087 in 2016 and 2015, respectively. The imputed interest was added to the loan balance.

Note 6 Deferred Revenue

Deferred Revenue consisted of the following:

	December 31,
	2016	2015
Current:
Hosting	$ 2,094,760	$ 2,302,211
Domains	1,012,701	1,027,586
	3,107,461	3,329,797
Noncurrent:
Hosting	225,057	200,961
Domains	1,070,686	1,162,333
	$ 1,295,743	$ 1,363,294

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 7 Notes Payable

The Company borrowed $1,500,000 in October 2013 from a bank. The loan was to be repaid in 60 monthly installments of $25,000 plus interest beginning November 16, 2013. Interest was determined at a variable rate equal to 2.5 percentage points above the Daily LIBOR Rate.

The Company borrowed $300,000 in February 2015 from a bank to be repaid in 36 equal monthly installments of $8,802 commencing in March 2015. The monthly installment amount includes interest at an annual rate of 3.542%.

The Company financed in February 2016 the purchase of equipment costing $81,691 through the equipment financing affiliate of the bank involved with the two aforementioned loans. Terms of the financing arrangement involved repayment of the loan with 36 monthly payments of $2,391 beginning March 2016. The monthly installment amount includes interest at an annual rate of 3.430%.

The balances outstanding on the above bank loans can be summarized as follows:

	2016	2015
Bank Loan- $1,500,000	$ 550,000	$ 850,000
Bank Loan- $300,000	120,329	219,752
Equipment Financing Loan	59.936	-
	730,265	1,069,752
Less: Current Portion	(430,087 )	(399,423 )
	$ 300,178	$ 670,329

Aggregate principal payments due on the notes payable as of December 31 ,2016 during the following years are:

2017	$ 430,087
2018	295,309
2019	4,869
	$ 730,265

All of the Company's current and future assets served as security for these loans. The sole stockholder of the Company served as the guarantor for the loans.

The above borrowings required that the Company maintain certain financial covenants including minimum tangible net worth and a debt service coverage ratio. These covenant levels were not met in either 2015 or 2016. However, as indicated in Note 15, these loans were paid off with the subsequent new financing in February 2017. The lender never made an attempt to enforce any remedies for the covenant violations as provided for under the terms of the loans.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 8 Capital Lease

In February 2015, the Company entered into a capital lease to obtain battery equipment used in connection with its back-up generator system. The cost of the equipment (including sales tax) amounted to $332,324. The lease required 60 monthly payment of $6,261, with partial monthly payments in the first and last months of the lease term and a $1 buy out at the end of the term. The interest was imputed at an annual rate of 5.276%.

The balance outstanding on the above capital lease can be summarized as follows:

	December 31,
	2016	2015
Capital Lease-Battery Equipment	$ 208,752	$ 271,075
Less: Current Portion	(65,691 )	(62,323 )
	$ 143,061	$ 208,752

Scheduled future minimum lease payments during the following years are:

2017	$ 75,132
2018	75,132
2019	75,132
2010	835
	226,231
Less: Imputed interest	$ (17,479 )
	$ 208,752

Note 9 Bank Loan Joint Borrowing

In connection with the purchase of land in Colorado (See Note 13) by SkiPunk, LLC (SkiPunk), the Company and SkiPunk, individually and collectively, entered into a bank loan agreement and borrowed $1,000,000 to help finance the purchase of the land by SkiPunk.

Since the $1,000,0000 was used to purchase the land, which is solely in the name of SkiPunk, the bank loan was not reflected in the financial statements of pair Networks. Inc.

Under the terms of the SkiPunk loan, interest only payments were due monthly through the maturity date. The loan carried a variable interest rate. Such rate was the greater of the prime rate or the daily LIBOR rate plus 1%. Funding of the monthly interest payments was provided for by the Company as advances to SkiPunk.

In February 2015, this loan was paid off when the land was sold. See Note 13 for additional information.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 10 Facility Lease

The Company leases its office and data center space under a rental agreement currently requiring base monthly lease payments of $34,400 during the period October 1, 2015 through September 30, 2021. Prior to the current lease term, the monthly payments were $32,922. In addition, the Company annually pays an assessment for increases in its share of real estate taxes and operating expenses since a base year, which is calendar year 2001 for real estate taxes and calendar year 2000 for operating expenses.

For 2016 and 2015, the billings for the real estate tax increase amounted to $19,522 and $20,672, respectively. The billings for increased operating expenses amounted to $47,757 and $46,839, respectively. These amounts were accrued for and included as Facility Rent expense in the years to which they related.

The Company has an option to extend the lease for additional six-year term at a base rental rate equal to 95% of the fair market rental rate then in effect for similar space in the surrounding area.

Annual fixed non-cancelable future minimum rental payments under the terms of the facility lease described above are as follows:

Year Ending December 31,
2017	$ 412,802
2018	412,802
2019	412,802
2020	412,802
2021	309,601
Total	$ 1,960,809

Note 11 Service Agreement Commitments

The Company has a service agreement with a supplier to provide it with internet access services and remote back-up site location services. Internet access is, in turn,

provided through connections with three separate internet service providers.

The current commitment is for a period of 36 months ending on October 31, 2017. Payments under this service agreement are currently $78,723 a month and have been at that level since the end of 2015. That monthly payment is expected to continue through the service contract expiration in October 2017. Prior to that, the monthly payment commitment was originally $84,481 and was reduced periodically as certain services were either discontinued or amended. At the end of the service term in October 2017, the Company has made arrangements and contracted with two other

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 11 Service Agreement Commitments (Cont.)

service providers to replace the existing provider. Significant savings of in excess of $50,000 a month are expected under the new arrangements.

Effective in February 2014, the Company entered into an agreement with a data center supplier to provide internet access services and colocation space for the Company's servers in Colorado. The term of the original commitment was for 39 months. Monthly fees for the colocation and internet services ranged from $6,081 to $7,659.

In December 2016, the internet service with this supplier was replaced with a new, less expensive provider. Currently, the monthly colocation fee amounts to $6,235 under a contract in effect through May 3, 2020.

Note 12 Retirement Plan

The Company maintains a 401k plan for the benefit of its employees. The Company's contribution consisted of a 50% match of employee contributions up to 6% of an employee's pay. However, effective June 30, 2016 the company discontinued the matching contribution. Employees become eligible to participate in the plan after they have completed one year of service. The Company's matching contributions for 2016 and 2015 amounted to $40,613 and $94,600, respectively.

Note 13 Related Parties

SkiPunk, LLC is a single member LLC with its sole member also being the sole stockholder of the Company.

This LLC purchased land in 2013 for $2,022,908 in Boulder, Colorado. The plan was to build a data center on the land. That data center would then have been leased to the Company and used to service customers who were closer to the western part of the United States. The plan to build the data center was later abandoned.

In February 2015, SkiPunk sold the land for $700,000. The sale resulted in a loss of $1,370,452, which was recognized by SkiPunk. No loss was recognized by the Company. Since the sales proceeds were insufficient to pay off the bank loan (See Note 9), the Company had to advance to the LLC $359,009 to cover the shortfall.

Upon the subsequent liquidation of SkiPunk in 2015, this advance, as well as all other monies owed to the Company ($1,096,961) by SkiPunk were recharacterized and recorded as a Stockholder Distribution.

Replay Foundation is a 501(c)(3) private operating foundation. The Company's sole shareholder is on the Board of the Foundation. In both 2015 and 2016, the Company paid $100,000 to the Foundation for exclusive promotional rights at a multiple-day festival held annually by the Foundation.

pair Networks, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 14 Contingency

The Company is currently evaluating whether it may be subject to a franchise tax liability in certain states where sufficient nexus could possibly exist to cause a liability, despite having no physical presence in those states.

No final determination has yet been made. However, if it is concluded that sufficient nexus exists within the states in question, the range of the potential liability at December 31, 2016 is estimated to be between $50,000 and $90,000.

Note 15 Subsequent Events

In February 2017, the Company entered into a loan agreement with another bank for $3,800,000. Of those proceeds, $668,256 were used to pay off the three existing bank loans described in Note 5. Also, $2,706,635 was used to pay off personal debt of the Shareholder and was treated as an additional advance under the current Shareholder note receivable. Finally, $394,179 of the proceeds were deposited into a Company bank account for general business purposes. The remainder of the proceeds were used to pay for bank and legal fees in connection with this financing.

Management has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through October 31, 2017, the day the financial statements were approved and authorized for issue.

SUPPLEMENTARY INFORMATION

pair Networks, Inc. and Subsidiary

Consolidated Summaries of Operating Expenses

For the Years Ended December 31, 2016 and 2015

	2016	2015
Operating Expenses
Advertising	$ 224,737	$ 502,380
Cost of Domains Sold	729,200	870,636
Cost of Secure Licenses Sold	48,579	63,244
Cost of Shopping Carts Sold	58,412	57,975
Cost of Domains Purchased (Internal Use)	54,253	10,069
Credit Card Fees	288,770	288,471
Depreciation Expense	903,615	1,296,218
Dues and Subscriptions	20,806	21,556
Employee Insurance and Other Benefits	556,668	569,268
Equipment Costing Less than $500	46,729	14,148
Facility Rentals	550,573	549,603
Insurance	57,168	56,046
Internet Service Fees	993,583	948,255
Legal and Other Professional Fees	208,755	333,878
Repairs and Maintenance	56,879	76,345
Taxes, Including Payroll Taxes	417,035	378,609
Telecommunication Fees	36,040	46,863
Travel & Entertainment	55,621	33,568
Wages - Shareholder	530,769	605,193
Wages - Other	4,537,096	4,362,808
Utilities	339,636	343,682
Other Operating Expenses	84,458	97,668
Total Operating Expenses	$ 10,799,382	$ 11,526,483

The accompanying notes are an integral part of the consolidated financial statements.

Exhibit 99.2

Liberated Syndication Inc. and Subsidiaries

and pair Networks Inc. and Subsidiaries

Unaudited pro forma combined consolidated financial information

The following unaudited pro forma combined consolidated balance sheet reflects the estimated adjustments to Libsyn’s historical consolidated balance sheet as of September 30, 2017. Also, the unaudited pro forma combined consolidated statement of income reflects the estimated adjustments to Libsyn’s historical consolidated statement of operations for the year ended December 31, 2016, and for the nine months ended September 30, 2017, to give effect to:

●

The acquisition of pair Networks, Inc. (“PNI”), per the terms of the Share Exchange Agreement signed on December 27, 2017, and related debt funding, along with payment of cash consideration and issuance of 1,579,613 shares of common Stock of Libsyn, as if both had occurred on January 1, 2016.

The acquisition is treated as a purchase transaction. The initial accounting for the business combination is not complete as of the filing of these proforma condensed combined financial statements. We are reporting in these pro forma condensed combined financial statements provisional estimated amounts of the fair market value of the assets acquired. The determination of the PNI purchase price and allocation of the purchase price to the underlying tangible and intangible assets in the pro forma condensed combined financial statements are subject to change as additional information becomes available. The unaudited pro forma combined consolidated statements of operations are not necessarily indicative of Libsyn’s actual results of operations assuming the transaction were completed on January 1, 2016, nor do they purport to represent Libsyn’s results of operations for the future periods.

The unaudited pro forma combined consolidated financial statements should be read in conjunction with the historical financial statements and related notes of Libsyn appearing in the Annual Report.

Liberated Syndication Inc. and Subsidiaries

and pair Networks Inc. and Subsidiaries

Unaudited pro forma combined consolidated balance sheet

As of September 30, 2017

	Historical
	Liberated Syndication Inc.	pair Networks, Inc.		Proforma Increase (Decrease)	Proforma Combined
CURRENT ASSETS:
Cash	$ 7,369,569	$ 470,366	[A]	$ (270,366 )
			[B]	(13,563,778 )
			[C]	10,000,000	$ 4,005,791
Accounts receivable, net	591,572	93,387		-	684,959
Prepaid domain name registry fees	-	570,850		-	570,850
Prepaid expense	44,600	154,205		-	198,805

Total Current Assets	8,005,741	1,288,808		(3,834,144 )	5,460,405

Property and equipment, net	88,948	2,996,500		-	3,085,448
Goodwill	11,484,251	-	[A]	470,366
			[B]	15,912,357	27,396,608
Note receivable – stockholder	-	16,446,101	[A]	(16,446,101 )	-
Prepaid domain name registry fees, net	-	680,992		-	680,992
Other assets	3,582	34,896		-	38,478
Total assets	$ 19,582,522	$ 21,447,297		$ (4,367,888 )	$ 36,661,931


CURRENT LIABILITIES:

Accounts payable	$ 429,377	$ 158,003		$ -	$ 587,380
Current portion of deferred revenue	101,025	2,803,606		-	2,904,631
Accrued payroll	-	241,161		-	241,161
Current portion of notes payable	-	240,000	[A]	(240,000 )
			[C]	1,600,000	1,600,000
Other current liabilities	74,302	32,800		-	107,102

Total Current Assets	604,704	3,475,570		1,360,000	5,440,274


Deferred revenue, net of current	-	1,184,031		-	1,184,031
Notes payable, net of current	-	3,544,454	[A]	(3,544,454 )
			[C]	8,400,000	8,400,000
Capital lease	-	159,808		-	159,808
Total liabilities	604,704	8,363,863		6,215,546	15,184,113

STOCKHOLDERS’ EQUITY:
Common stock	24,416	25,100	[A]	(25,100 )
			[B]	1,580	25,996
Additional paid-in capital	26,787,637	-	[B]	2,498,420	29,286,057
Retained earnings (accumulated deficit)	(7,834,235 )	13,058,334	[B]	(13,058,333 )	5,224,099
Total stockholders’ equity	18,977,818	13,083,434		(10,583,434 )	21,477,818
Total liabilities and stockholders’ equity	$ 19,582,522	$ 21,447,297		$ (4,367,888 )	$ 36,661,931

Liberated Syndication Inc. and Subsidiaries

and pair Networks Inc. and Subsidiaries

Unaudited pro forma condensed combined consolidated statement of operations

For the nine months ended September 30, 2017

	Historical
	Liberated Syndication Inc	pair Networks, Inc		Pro forma adjustments	Pro forma Combined
NET SALES	$ 7,723,250	$ 8,880,048		$ -	$ 16,603,298

COST OF REVENUE	2,309,902	906,651		-	3,216,533

GROSS PROFIT	5,413,348	7,973,397		-	13,386,745

OPERATING EXPENSES:
Selling expense	235,583	293,293		-	528,876
General and administrative expenses	3,735,052	6,336,162	D	(209,189 )	9,862,025
Consulting	72,456	-		-	72,456
Total Operating Expense	4,043,091	6,629,455		(209,189 )	10,463,357

INCOME FROM OPERATIONS	1,370,257	1,343,942		209,189	2,923,388

OTHER INCOME (EXPENSE)
Interest (expense)	-	(100,774 )	G	(139,226 )	(240,000 )
Interest income	-	87,364	E	(87,364 )	-
Other income	-	(14,270 )		-	(14,270 )
Total Other Income (Expense)	-	(27,680 )		(226,590 )	(254,270 )

INCOME BEFORE INCOME TAXES	1,370,257	1,316,262		(17,401 )	2,669,118

INCOME TAX EXPENSE	-	-		-	-



NET INCOME (LOSS)	$ 1,370,257	$ 1,316,262		$ (17,401 )	$ 2,669,118

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	24,415,860		B	1,579,613	25,995,473

BASIC EARNINGS PER SHARE	$ 0.06				$ 0.10

Liberated Syndication Inc. and Subsidiaries

and pair Networks Inc. and Subsidiaries

Unaudited pro forma condensed combined consolidated statement of operations

For the year ended December 31, 2016

	Historical
	Liberated Syndication Inc	pair Networks, Inc		Pro forma adjustments	Pro forma Combined
NET SALES	$ 8,792,208	$ 12,233,107		$ -	$ 21,025,315

COST OF REVENUE	2,808,482	1,124,961		-	3,933,443

GROSS PROFIT	5,983,727	11,108,146		-	17,091,873

OPERATING EXPENSES:
Selling expense	282,954	260,777		-	543,731
General and administrative expenses	2,830,719	9,413,644	D	(648,495 )	11,595,868
Consulting	85,435	-		-	85,435
Total Operating Expense	3,199,109	9,674,421		(648,495 )	12,225,035

INCOME FROM OPERATIONS	2,784,618	1,433,725		648,495	4,866,838

OTHER INCOME (EXPENSE)
Interest (expense)	-	(42,990 )	G	(286,024 )	(329,014 )
Interest income	-	103,062	E	(100,652 )	2,410
Other income	-	(177,532 )	F	190,000	12,468
Total Other Income (Expense)	-	(117,460 )		(196,676 )	(314,136 )

INCOME BEFORE INCOME TAXES	2,784,618	1,316,265		451,819	4,552,702

INCOME TAX EXPENSE	-	-		-	-



NET INCOME (LOSS)	$ 2,784,618	$ 1,316,265		$ 451,819	$ 4,552,702

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	24,415,860		B	1,579,613	25,995,473

BASIC EARNINGS PER SHARE	$ 0.11				$ 0.18

Liberated Syndication Inc. and Subsidiaries

and pair Networks Inc. and Subsidiaries

Notes to the Unaudited pro forma combined consolidated statement of operations

NOTE 1 – Liberated Syndication Inc. and Subsidiaries.

Liberated Syndciation Inc. ("Libsyn"), a Nevada corporation, was organized on September 25, 2016. The Company operates podcast hosting service, through its wholly owned subsidiary, Webmayhem Inc., a Pennsylvania corporation.

NOTE 2 – pair Networks Inc. and Subsidiaries

pair Networks, Inc. and subsidiary (PNI) provide web hosting services and domain name registrations. Services include shared web hosting, e-commerce, fully-managed virtual private and dedicated servers, customer self-managed dedicated servers, domain-name registration, co-location and content-delivery networks. PNI began operations in August 1995. It incorporated in the state of Pennsylvania in August 1998. PNI’s principal operations are conducted on-site in Pittsburgh, PA. PNI also has an operating site in Denver, Colorado, and a remote site back-up location in Pittsburgh, PA.

Ryousha Kokusai, LLC (dba pair International), a wholly owned single-member limited liability company subsidiary of PNI, was formed on January 1, 2015. The sales to European Union countries subject to the Value Added Tax (VAT) in Europe are recorded and handled through this LLC.

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining fair value of the consideration paid, fair value of the underlying assets acquire and resulting goodwill and amortization of intangible assets. Actual results could differ from those estimated by management.

The initial accounting for the business combination is not complete as of the filing of these proforma condensed combined financial statements. We are reporting in these proforma condensed combined financial statements provisional estimated amounts of the fair market values of the assets acquired, and are subject to change as additional information, including the final determination of the PNI purchase price and allocation of the purchase price to the underlying tangible and intangible assets becomes available.

We shall retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

NOTE 3 - ACQUISITION AND PROFORMA ADJUSTMENTS

On December 27, 2017, pursuant to a Share Purchase Agreement, by and among, Liberated Syndication, Inc. and pair Networks, Inc., a Pennsylvania company (“PNI”), Libsyn acquired 100% of the outstanding common Stock of PNI.

Under the terms of the Agreement, the parties agreed that Libsyn shall acquire from PNI all of the issued and outstanding shares of PNI’s capital stock in exchange for the sum of

Two Million Five Hundred Thousand Dollars ($2,500,000) or 1,579,613 “unregistered” and “restricted” shares of Libsyn’s common stock.

Plus, Thirteen million Five Hundred Thousand Dollars ($13,500,000) in cash.

Plus, the total amount of cash determined as of immediately prior to closing ($470,366).

Minus, Two Hundred Thousand Dollars ($200,000).

Minus, the outstanding amount of indebtedness determined as of immediately prior to the Closing.

Plus or minus the amount by which the Net Working Capital determined as of immediately prior to the Closing exceeds or is less than, as applicable, the Net Working Capital Target. (Plus $63,778)

Liberated Syndication Inc. and Subsidiaries

and pair Networks Inc. and Subsidiaries

Notes to the Unaudited pro forma combined consolidated statement of operations

To obtain financing for a portion of the cash consideration, Libsyn secured the following loans totaling $10,000,000. (1) an $8,000,000 Term Loan Note bearing interest at LIBOR plus 175 basis point with principal and interest payments to be made quarterly, maturing on December 27, 2022. (2) a $2,000,000 Revolving Credit Note bearing interest at LIBOR plus 175 basis points with interest payments to be made quarterly, maturing on December 27, 2022.

The pro forma balance sheet assumes the PNI acquisition occurred on September 30, 2017.

[A] To record for the structure of the deal being a no debt no cash acquisition except for $200,000 of cash and the forgiveness of the note with the shareholder of PNI. The short-term line of credit was $240,000; the Note payable was $3,544,454 and the note receivable to the shareholder of PNI was $16,446,101.

[B] To record the acquisition of a 100% of PNI’s Common Stock for the sum of the following: (1) $13,563,778 in cash, plus, (2) the issuance of 1,579,613 shares of Common Stock of Libsyn. The acquisition will be recorded using the purchase accounting method.

[C] To record the money borrowed to fund the purchase of PNI. The Company secured a $2,000,000 revolver bearing interest at LIBOR plus 175 basis points, and an $8,000,000 5-year term loan bearing interest at LIBOR plus 175 basis points.

The pro forma statement of operations assumes the PNI acquisition occurred on January 1, 2016. For purposes of the pro forma statement of operations for the year ended December 31, 2016, PNI’s historical statements of operations were combined with Libsyn’s historical statement of operations for the year ended December 31, 2016. For the purposes of the pro forma statement of operations for the nine months ended September 30, 2017 PNI’s historical statement of operations for the nine months ended September 30, 2017 were combined with Libsyn’s historical statement of operations for the nine months ended September 30, 2017.

[D] The following table provides a list of changes in general and administrative expenses for the period presented:

	Year Ended December 31 2016	Nine Months ended September 30, 2017
Incremental audit fees	$ 45,000	$ 45,000
Accounting fee savings	(34,950 )	(70,000 )
Owners compensation savings	(530,770 )	(113,077 )
Legal fee savings	(127,775 )	(71,112 )
Total	$ (648,495 )	$ (209,189 )

The following table provide a list of the changes in other income and expense associate with the change in ownership as well as the effects of securing loans for purchase of PNI

	Year Ended December 31, 2016	Nine Months ended September 30, 2017
[E] Interest on shareholder note receivable	$ (100,652 )	$ (87,364 )
[F] Consulting fee	190,000	-

Interest on $10,000,000 financing	$ (320,000 )	$ (240,000 )
Interest on PNI loans	33,976	100,774
[G] Total Interest	$ (286,024 )	$ (139,226 )

Exhibit 99.3

Podcast Host Liberated Syndication Acquires Internet Host Pair Networks

Pittsburgh, PA – January 3, 2018 – Liberated Syndication, Inc. (OTCQB: LSYN) (“Libsyn”) announced today that it closed its acquisition of Internet hosting company Pair Networks, Inc. (Pair) on December 27, 2017. Libsyn paid $13.5 million in cash and issued 1,579,613 shares of restricted common stock valued at $2.5 million to acquire 100% of Pair. The combined businesses represented approximately $23 million in annual revenue and approximately $7 million in EBITDA for 2017 .

“We are very excited about the opportunities that come from combining these two great, long standing, Pittsburgh - based companies,” said Chris Spencer, Libsyn CEO. “We have tremendous confidence in Pair’s leadership and employees and we intend to fuel revenue growth for the combined entities through sales and marketing investment, cross selling new and existing hosting products and streamlining network computing infrastructure.”

In order to finance the transaction, Liberated Syndication borrowed $10 million under a newly established Senior Secured Credit Facility (the “Bank Facility”) with First Commonwealth Bank, which also was closed on December 27, 2017. Borrowings under the Bank Facility are at variable rates which are, at the borrowers’ option. As of December 27, 2017, interest is set at LIBOR (London Interbank Offered Rate) plus 175 basis points, or 3.44%.

Pittsburgh-based Capital Foundry, LLC acted as advisor to the Company and Arranger for the Bank Facility.

As of December 31, 2017, the combined companies had approximately 82,000 monthly subscribers for hosting services. Management believes there are many cross selling opportunities including website and blog hosting services for podcasters, full-service WordPress solutions for website and blog development, domain name registration and hosting, as well as co-location hosting services for larger podcast networks, an area of significant potential growth in the podcasting industry.

“Podcasts are expected to continue to grow in popularity and have become an integral part of brand strategy along with websites, blogs and social media outlets. Pair’s hosting, domain and WordPress offerings are the tools podcast producers look for to develop online strategies to extend their reach,” said Laurie Sims, Libsyn President. “Libsyn is often seen as a media company because of the type of content we host, but we are fundamentally a hosting platform. We have a lot of synergy with Pair and understand the monthly subscription business model. We are thrilled to add the Pair team, its reliable infrastructure and world class support they provide.”

Additionally, Libsyn management believes there are growth opportunities to be had by capitalizing on Pair’s vast computing infrastructure, cloud based hosting services and utilizing Pair’s highly regarded customer support team. Focused cyber security services is another area of additional revenue growth potential given recent threats and limited expertise for small and medium-sized businesses.

Management plans to host a shareholder conference call during the first quarter of 2018 to outline its plans for the combined companies in greater detail.

About Liberated Syndication

Liberated Syndication (Libsyn) is the world’s leading podcast hosting network and has been providing publishers with distribution and monetization services since 2004. In 2016 Libsyn delivered over 4.59 Billion downloads. We host over 3.2 Million media files for more than 35,000 podcasts, including typically around 35% of the top 200 podcasts in iTunes. Podcast producers choose Libsyn to measure their audience, deliver popular audio and video episodes, distribute their content through smartphone Apps (iOS, and Android), and monetize via premium subscription services and advertising. We are a Pittsburgh based company with a world-class team. Visit us on the web at www.libsyn.com .

About Pair Networks

Pair Networks, founded in 1996, is one of the oldest and most experienced Internet hosting company providing a full range of fast, powerful and reliable Web hosting services. Pair offers a suite of Internet services from shared hosting to virtual private servers to customized solutions with world-class 24x7 on-site customer support. Based in Pittsburgh, Pair serves businesses, bloggers, artists, musicians, educational institutions and non-profit organizations around the world. Visit us on the web at www.pair.com .

Capital Foundry

Capital Foundry, LLC, is a Pittsburgh-based investment bank with a focus on small to medium sized enterprises. The bedrock of Capital Foundry is the deep and varied experience of its people, and the businesses the leadership team has helped to grow and transform.

Investor Relations Contact

Art Batson

Arthur Douglas & Associates, Inc.

407-478-1120

Legal Notice

“Forward-looking Statements” as defined in the Private Securities litigation Reform Act of 1995 may be included in some of the information or materials made available on this website. These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements, including, but not limited to, risks associated with our change in business strategy towards more heavy reliance upon on our new talent segment and wholesale channels, actions of regulators concerning our business operations or trading markets for our securities, the extent to which we are able to develop new services and markets for our services, our significant reliance on third parties to distribute our content, and the level of demand and market acceptance of our services.