SECOND AMENDMENT TO FORBEARANCE AGREEMENT

1.

Borrower hereby acknowledges and agrees that, in accordance with, and subject to, the terms and conditions of the Loan Documents, it is liable to Bank as follows:

(a)

Principal owed under the Revolving Line as of January 7, 2016: 

(b)

Principal owed under the 2015 Term Loan Advance as of January 7, 2016: 

(c)

For all amounts owed under Bank Services Agreement;

(d)

For the 2015 Prepayment Premium, the accrued portion of the Final Payment, the 2015 Final Payment, the Anniversary Fee, the Early Termination Fee, and all other fees set forth in the Loan Agreement;

(e)

For all amounts owed in connection with any Letter of Credit; and

(f)

For all interest heretofore accrued, and hereafter accruing upon the outstanding principal balance of the Revolving Line and the 2015 Term Loan Advance,  for all future Advances, and for all Bank Expenses heretofore accrued or hereafter

accruing or incurred by Bank in connection with the Loan Documents, including, without limitation, all attorney’s fees and expenses incurred in connection with the negotiation and preparation of this Amendment,  and all documents, instruments, and agreements incidental hereto.

2.

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

3.

The Borrower:

(a)

Acknowledges and agrees that the Stated Events of Default are continuing, and that the Stated Events of Default have not been waived or cured;

(b)

Hereby ratifies, confirms, and reaffirms all of the terms and conditions of the Loan Documents.  Borrower further acknowledges and agrees that except as specifically modified in the Agreement or this Amendment, all terms and conditions of those documents, instruments, and agreements shall remain in full force and effect;

(c)

Acknowledges and agrees that this Amendment,  and any documents, instruments, or agreements executed in connection therewith, and any future modification, amendment, restatement, renewal and/or substitution thereof shall constitute a Loan Document, and any amounts due under, or in connection with the Loan Documents shall constitute “Obligations”; 

(d)

Hereby ratifies, confirms, and reaffirms that (i) the obligations secured by the Loan Documents include, without limitation, the Obligations, and any future modifications, amendments, substitutions or renewals thereof, (ii) all security interests in the Collateral, whether now existing or hereafter acquired, granted to Bank pursuant to the Loan Documents, or otherwise shall secure all of the Obligations until full and final payment of the Obligations (other than inchoate indemnity obligations), and (iii) any Event of Default under any Loan Document and/or a Termination Event under the Agreement, shall constitute an  Event of Default under each of the other Loan Documents and a Termination Event under the Agreement (without regard to any grace or cure periods), it being the express intent of Borrower that all of the Obligations be fully cross-collateralized and cross-defaulted; and

(e)

Shall, from and after the execution of this Amendment, execute and deliver to Bank whatever additional documents, instruments, and agreements that Bank may reasonably require in order to correct any document deficiencies, or to vest or perfect the security interests granted in the Collateral pursuant to the Loan Documents or herein more securely in Bank and/or to otherwise give effect to the terms and conditions of this Amendment, and hereby authorizes Bank to file any financing statements (including financing statements with a generic description of the collateral such as “all assets”), and take any other normal and customary steps, that Bank deems necessary to perfect or evidence Bank’s security interests and liens in any such collateral.  This Amendment constitutes an authenticated record.

4.

Bank’s agreements contemplated herein, shall not be effective unless and until each of the following conditions precedent have been fulfilled on or before 3:00 PM (Boston, Massachusetts time) January 7, 2016, all as determined by Bank in its sole and exclusive discretion:

(a)

Bank shall have received payment in good and collected funds for all unreimbursed Bank Expenses (including estimated attorney’s fees and expenses) incurred by Bank through the date hereof;

(b)

All action on the part of Borrower necessary for the valid execution, delivery and performance by Borrower of this Amendment shall have been duly and effectively taken and evidence thereof satisfactory to Bank shall have been provided to Bank, including, without limitation, a secretary’s certificate and resolutions; and

(c)

This Amendment, and all documents, instruments, and agreements required to be delivered by the terms of this Amendment, shall be executed and delivered to Bank by the parties thereto, shall be in full force and effect and shall be in a form and of a substance satisfactory to Bank.

5.

From and after the date of this Amendment through the earlier to occur of (a) a Termination Event, or (b) the Forbearance Termination Date, the testing of the financial covenants set forth in Section 6.12 of the Loan Agreement shall be suspended.

6.

Subject to the satisfaction of all conditions precedent set forth in Section 4 above, Borrower and Bank agree that the Agreement is hereby amended as follows:

(a)

Section 5(ii) of the Agreement shall be amended by deleting the date “January 7, 2016” contained therein and inserting the date “June 30, 2016” in its place.

(b)

Section 6 of the Agreement shall be deleted in its entirety and the following shall be inserted in its place:

7.

In consideration of Bank entering into this Amendment, Borrower shall pay to Bank an amendment fee in the amount of Four Hundred Fifty Thousand Dollars ($450,000.00) in good and collected funds (the “Amendment Fee”).  The Early Termination Fee owed under the Loan Agreement shall constitute a portion of the Amendment Fee, and notwithstanding anything to the contrary in the Loan Agreement, shall be paid in accordance with the terms of this Section 7.  Borrower acknowledges and agrees that the Amendment Fee (a) is fully earned as of the date hereof, (b) constitutes a portion of the Obligations, (c) is secured by all Collateral, (d) shall be retained by Bank as a fee under all circumstances and shall not be applied in reduction of any other of the Obligations, and (e) shall be paid to Bank in good and collected funds on or before the earliest of (1) the occurrence of a Termination Event, (2) the Forbearance Termination Date, or (3) the prepayment of the 2015 Term Loan Advance (as defined in the Loan Agreement).  Notwithstanding the foregoing, Bank agrees to waive the Amendment Fee if Bank (including another division of Bank) closes on the refinance and re-documentation of the Loan Agreement (in its sole and exclusive discretion) prior to the 2015 Term Loan Maturity Date (as defined in the Loan Agreement).

8.

Borrower shall reimburse Bank on demand for any and all unpaid Bank Expenses (including attorneys’ fees and expenses) heretofore or hereafter incurred by Bank in connection with the protection, preservation, and enforcement by Bank  its rights and remedies under the Loan Documents and/or the Agreement, including, without limitation, the negotiation and preparation of this Amendment, or any of the other documents, instruments or agreements executed in connection therewith.

9.

Section 11 of the Loan Agreement is hereby incorporated by reference in its entirety.

10.

Section 12.2 of the Loan Agreement is hereby incorporated by reference in its entirety.

11.

Any determination that any provision or application of this Amendment is invalid, illegal, or unenforceable in any respect, or in any instance, shall not affect the validity, legality, or enforceability of any such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Amendment.

12.

Borrower warrants and represents to Bank that Borrower:

(a)

Has read and understands all of the terms and conditions of this Amendment;

(b)

Intends to be bound by the terms and conditions of this Amendment; and

(c)

Is executing this Amendment freely and voluntarily, without duress, after consultation with independent counsel of its own selection.

13.

This Amendment may be executed in multiple identical counterparts (including by facsimile or e-mail transmission of an Adobe portable document file format (also known as a PDF file)), each of which when duly executed shall be deemed an original, and all of which shall be construed together as one agreement.  This Amendment will not be binding on or constitute evidence of a contract between the parties hereto until such time as a counterpart has been executed by such party and a copy thereof is delivered to each other party to this Amendment.