Credit Agreement, dated as of November 1, 2017, by and between Presentation Technologies, LLC and Comerica Bank

nature and period of existence thereof and any action taken or proposed to be taken by Borrower and/or any other Loan Party in respect thereof, (b) certifying as to whether Borrower and/or any other Loan Party, as applicable, is/are in compliance with the financial covenant(s) contained in Sections 4(k)-(n) of this Agreement and as more particularly described in said Compliance Certificate (which Compliance Certificate shall set forth, in reasonable detail, the calculations and the resultant ratios or financial tests of the Borrower and/or such Loan Party, as applicable, determined thereunder), and (c) certifying that, as of the date thereof, each of the representations and warranties of each Loan Party under any Loan Document shall be true and correct in all material respects as if made on each loan disbursement date (except to the extent stated to relate to a specific earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and except that for purposes of the Compliance Certificate, the representations and warranties contained in Section 3(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 4(a)(i) and 4(a)(ii)).

“Consolidated” or “consolidated” shall mean, when used with reference to any financial term in this Agreement, the aggregate for two or more persons of the amounts signified by such term for all such persons determined on a consolidated basis in accordance with GAAP.  Unless otherwise specified herein, references to “consolidated” financial statements or data of Borrower includes consolidation with its Subsidiaries in accordance with GAAP.

“CPA” shall mean an independent certified public accountant of nationally recognized standing selected by Borrower or another Loan Party, as applicable, and any other firm reasonably acceptable to Bank.

“Current Maturities of Long Term Debt” shall mean, in respect of any applicable Person(s) and as of any applicable date of determination thereof, that portion of the Long Term Debt of such Person(s) that should be classified as a current liability at such time in accordance with GAAP, including, without limitation, that portion of capital lease obligations of such Person(s) that would be so classified at such time per GAAP.

“Debt” shall mean as to any Person, without duplication (a) all Funded Debt of a Person, (b)  all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (c) all indebtedness of such Person arising in connection with any Hedging Transaction entered into by such Person, (d) all recourse Debt of any partnership of which such Person is the general partner, and (e) any Off Balance Sheet Liabilities.

“Default” shall mean any condition or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.

“Distributions” shall mean, in respect of any applicable Person(s), dividends on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any Equity Interest of such Person(s) or of any warrants, options or other rights to acquire the same.

“Domestic Subsidiary” shall mean any Subsidiary of Borrower incorporated or organized under the laws of the United States of America, or any state or other political subdivision thereof, provided such Subsidiary is owned by such Borrower or a Domestic Subsidiary of such Borrower, and “Domestic Subsidiaries” shall mean any or all of them.

“Draw Term Note” shall mean the Draw Term Note dated the date hereof in the maximum original principal amount of $2,000,000 made by Borrower payable to the order of Bank, as the same may be renewed, extended, modified, increased or restated from time to time.

“EBITDA” shall mean, with respect to any Person as calculated on a consolidated basis in accordance with GAAP, and as to any applicable period of determination, (i) the Net Income of such Person for such period before deduction for interest expense, expense for income taxes (and for other taxes of such Person determined by reference to the income or profits of such Person) and the amount of depreciation and amortization expense of such Person, plus (ii) (A) Transaction Costs, (B) subject to regulations mandated or interpreted by the Securities Exchange Commission, amortization of hotel and convention signing fees during such period and (C) subject to regulations mandated or interpreted by the Securities Exchange Commission, non-recurring gains and losses and unrealized gains and losses, including such gains and losses arising from foreign currency transactions and other non-cash items including without limitation, non-cash impairment charges, any changes in the fair market value of any Hedging Transaction, and amortization of stock grants.

“Eligible Account” and/or “Eligible Inventory” shall have the respective meanings ascribed to such terms in the Advance Formula Agreement (if any).

“Environmental Laws” shall mean all laws, statutes, codes, ordinances, rules, regulations, orders, decrees and directives issued by any federal, state, local, foreign or other governmental or quasi-governmental authority or body (or any agency, instrumentality or political subdivision thereof) relating to the environment or pertaining to Hazardous Materials; any so-called “superfund” or “superlien” law pertaining to Hazardous Materials on or about any Property at any time owned, leased or otherwise used by Borrower or any of its Subsidiaries (if applicable), or any portion thereof, including, without limitation, those relating to soil, surface, subsurface groundwater conditions and the condition of the ambient air; and any other federal, state, foreign or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any Hazardous Material, as now or at any time hereafter in effect.

“Equipment Note” shall mean the Equipment Note dated the date hereof in the maximum original principal amount of $3,000,000 made by Borrower payable to the order of Bank, as the same may be renewed, extended, modified, increased or restated from time to time.

“Equity Interest” shall mean, with respect to any Person, (i) all of the shares of capital stock of (or other ownership or profit interests in) such Person, (ii) all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, (iii) all of the securities convertible into or exchangeable for shares of capital stock (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and (iv) all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), 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.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code.

“Event of Default” shall mean the occurrence or existence of any of the conditions or events set forth in Section 6 of this Agreement.

“Excess Cash Flow” shall mean, as of the end of each fiscal year for the year then ended, for the Borrower as calculated on a consolidated basis in accordance with GAAP, the sum of the following:  (a) EBITDA, minus (b) the sum of (i) non financed Capital Expenditures made during such fiscal year, (ii) all scheduled principal payments of debt made during such fiscal year (including, but not limited to, scheduled or unscheduled payments made under the Equipment Note, Draw Term Note and Term Note, but excluding payments made under the Revolving Credit Note), (iii) all capital lease obligations during such fiscal year, (iv) the interest expense during such fiscal year and (v) without duplication, Tax Distributions and taxes paid, and (vi) without duplication, Transaction Costs.

“Foreign Pledgor” shall mean any Foreign Subsidiary that grants a Lien in all or certain of its assets in accordance with Section 4(p).

“Foreign Subsidiary” shall mean any Subsidiary of Borrower other than a Domestic Subsidiary.

“Funded Debt” of any Person shall mean, without duplication, as calculated on a consolidated basis in accordance with GAAP, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services as of such date (other than operating leases and trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) the principal component of all obligations of such Person under Capitalized Leases, (c) all reimbursement obligations (actual, contingent or otherwise) of such Person in respect of letters of credit, bankers acceptances or similar obligations issued or created for the account of such Person, (d) all liabilities of the type described in (a), (b) and (c) above that are secured by any Liens on any property owned by such Person as of such date even though such Person has not assumed or otherwise become liable for the payment thereof, the amount of which is determined in accordance with GAAP; provided however that so long as such Person is not personally liable for any such liability, the amount of such liability shall be deemed to be the lesser of the fair market value at such date of the property subject to the Lien securing such liability and the amount of the liability secured, and (e) all Guarantee Obligations in respect of any liability which constitutes Funded Debt; provided, however that Funded Debt shall not include any indebtedness under any Hedging Transaction prior to the occurrence of a termination event with respect thereto.

“GAAP” shall mean U.S. generally accepted accounting principles consistently applied.

“Guarantor” or “Guarantors” shall mean, as the context dictates, any Person(s) (other than Borrower) who shall, at any time, guarantee or otherwise be or become obligated for the repayment of all or any part of the Indebtedness.

“Guarantee Obligation” shall mean as to any Person (the “guaranteeing person”), as calculated on a consolidated basis in accordance with GAAP, any obligation of the guaranteeing Person in respect of any obligation of another Person (the “primary obligor”) (including, without limitation, any bank under any letter of credit), the creation of which was induced by a reimbursement agreement, guaranty agreement, keepwell agreement, purchase agreement, counterindemnity or similar obligation issued by the guaranteeing person, in either case guaranteeing or in effect guaranteeing any Debt, leases, dividends or other obligations (the “primary obligations”) of the primary obligor in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may

be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the applicable Person in good faith.

“Hazardous Materials” shall mean all of the following:  any asbestos, petroleum, petroleum by-products, flammable explosives, radioactive materials, and any hazardous or toxic materials, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), or in any other Environmental Law.

“Hedging Agreement” shall mean any agreement relating to a Hedging Transaction entered into between Borrower and Bank or an Affiliate of Bank.

“Hedging Transaction” shall mean each interest rate swap transaction, basis swap transaction, forward rate transaction, equity transaction, equity index transaction, foreign exchange transaction, cap transaction, floor transaction (including any option with respect to any of these transactions and any combination of any of the foregoing).

“Indebtedness” shall mean any and all present and future indebtedness, obligations or liabilities of the Borrower and/or any other Loan Party to the Bank, howsoever arising, evidenced or incurred in connection with the Loan Documents, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, now or hereafter existing or arising, due or to become due, whether known or unknown (including without limitation, payment obligations under Hedging Transactions evidenced by Hedging Agreements and any liabilities of any Loan Party to Bank arising in connection with any Lender Products), including, without limitation, (a) any and all direct indebtedness of the Borrower and/or any other Loan Party to the Bank, including indebtedness evidenced by any and all promissory notes; (b) any and all indebtedness, obligations or liabilities of the Borrower and/or any other Loan Party to the Bank arising under any guaranty; (c) any and all indebtedness, obligations or liabilities of the Borrower and/or any other Loan Party to the Bank arising from applications or agreements for the issuance of letters of credit; (d) late charges, loan fees or charges and overdraft indebtedness; (e) any agreement to indemnify the Bank for environmental liability or to clean up hazardous waste; (f) any and all indebtedness, obligations or liabilities for which the Borrower and/or any other Loan Party would otherwise be liable to the Bank were it not for the invalidity, irregularity or unenforceability of them by reason of any bankruptcy, insolvency or other law or order of any kind, or for any other reason, including, without limit, liability for interest and attorneys’ fees on, or in connection with, any of the Indebtedness from and after the filing by or against the Borrower and/or any other Loan Party of a bankruptcy petition, whether an involuntary or voluntary bankruptcy case, including, without limitation, all attorneys’ fees and costs incurred in connection with motions for relief from stay, cash collateral motions, nondischargeability motions, preference liability motions, fraudulent conveyance liability motions, fraudulent transfer liability motions and all other motions brought by the Borrower, any other Loan Party, the Bank or third parties in any way relating to the Bank’s rights with respect to Borrower, any other Loan Party or third party and/or affecting any Collateral securing any obligation owed to Bank by the Borrower, any other Loan Party or any third party, probate proceedings, on appeal or otherwise; (g) any and all amendments, modifications, restatements, renewals and/or extensions of any of the above, including, without limit, amendments, modifications, restatements, renewals and/or extensions which are evidenced by new or additional instruments, documents or agreements; (h) all costs incurred by Bank in establishing, determining, continuing, or defending the validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement, the other Loan Documents or in connection with any proceeding involving Bank as a result of any financial accommodation to Borrower and/or any other Loan Party; and (i) all costs of collecting Indebtedness, including, without limit, attorneys’ fees and costs.

“Leased Property” shall mean any real Property of Borrower or any of its Domestic Subsidiaries (if applicable) which constitutes Collateral and which is subject to a lease under which Borrower or such Domestic Subsidiary, to the extent applicable, is the lessor or landlord.

“Lender Products” shall mean any one or more of the following types of services or facilities extended to any Loan Party by Bank: (i) credit cards, (ii) credit card processing services, (iii) debit cards, (iv) purchase cards, (v) Automated Clearing House (ACH) transactions, (vi) cash management, including controlled disbursement services, and (vii) establishing and maintaining deposit accounts.

“Leverage Ratio” shall mean, in respect of any applicable Person(s) as calculated on a consolidated basis in accordance with GAAP and for any applicable period of determination and as of any applicable date of determination, the ratio of (a) Funded Debt as of such date, to (b) EBITDA for such period.

“Lien” shall mean any mortgage, pledge, encumbrance, security interest, assignment, lien or charge or other interest of any kind upon any property or assets, whether real, personal or mixed, to secure any indebtedness, obligation or liability owed to or claimed by any Person, whether arising under or based upon contract, law or otherwise.

“Loan(s)” shall mean each loan, advance or other extension of credit made by Bank to or otherwise in favor of Borrower pursuant to this Agreement and the other Loan Documents.

“Loan Documents” shall mean this Agreement and any and all notes, instruments, documents, guarantees and agreements at any time evidencing, governing, securing or otherwise relating to any Loan(s) and/or any of the Indebtedness.

“Loan Party” shall mean each Borrower, each Guarantor, each Foreign Pledgor and each other Person who shall, at any time, be liable for the payment of all or any part of the Indebtedness or who shall own any property that is, at any time, subject to a Lien which secures all or any part of the Indebtedness.

“Long Term Debt” shall mean, in respect of any applicable Person(s) as calculated on a consolidated basis in accordance with GAAP and as of any applicable date of determination thereof, all Funded Debt of such Person(s) which should be classified as “funded indebtedness” or “long term indebtedness” on a balance sheet of such Person(s) as of such date, including, without limitation, to the extent not otherwise included, capital lease obligations of such Person(s) to the extent classified as long term at such time, in accordance with GAAP.

“Material Adverse Effect” shall mean any act, event, condition or circumstance which has had or could have a material and adverse effect on (i) the business, operations, condition (financial or otherwise), performance, assets or liabilities of the Loan Parties, taken as a whole, (ii) the ability of the Loan Parties, taken as a whole, to perform their obligations under any Loan Document to which they are a party or by which they are bound, or the enforceability of any of the Indebtedness or any Loan Document or any rights or remedies of Bank thereunder, or (iii) any Loan Party’s interest in, or the value, perfection or priority of Bank’s security interest or lien in any material Collateral or the ability of Bank to realize on any material Collateral.

“Net Income” shall mean, in respect of any applicable Person(s) as calculated on a consolidated basis and for any applicable period of determination, the net income (or loss) of such Person(s) for such period, as determined in accordance with GAAP, but excluding, in any event:

(a)                                 any extraordinary gains or losses or any gains or losses on the sale or other disposition, not in the ordinary course of business, of investments or fixed or capital assets, and any taxes on the excluded gains and any tax deductions or credits on account of any excluded losses; and

(b)                                 in the case of Borrower, net earnings of any Person in which Borrower has an ownership interest, unless either (i) such net earnings shall have actually been received by Borrower in the form of cash Distributions or (ii) such Person is a Subsidiary that is, directly or indirectly, wholly-owned by Borrower.

“Notes” shall mean, collectively, the Term Note, the Revolving Credit Note, the Draw Term Note, and the Equipment Note.

“Off Balance Sheet Liability(ies)” of a Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivables sold by such Person, (ii) any liability under any sale and leaseback transaction which is not a Capitalized Lease, (iii) any liability under any so-called “synthetic lease” transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of Debt or any of the liabilities set forth in subsections (i)-(iii) of this definition, but which does not constitute a liability on the balance sheets of such Person.

“Original ECF Amount” is defined in Section 2(c)(iv) hereof.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.

“Person” or “person” shall mean any individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated association, joint stock company, government, municipality, political subdivision or agency, or other entity.

“Post-Distribution Fixed Charge Coverage Ratio” shall mean, in respect of any applicable Person(s) as calculated on a consolidated basis and in accordance with GAAP and for any applicable period of determination and as of any applicable date of determination, the ratio of (a) the sum of (i) EBITDA of such Person(s) for such period, minus (ii) without duplication, the aggregate amount of cash Distributions, including, without limit, Tax Distributions, made by such Person(s) during such period, minus (iii) without duplication, the aggregate amount of taxes paid in cash by such Person during such period to (b) the sum (i) the Current Maturities of Long Term Debt of such Person(s) at such time of determination, plus (ii) the interest expense of such Person(s) for such period.

“Pre-Distribution Fixed Charge Coverage Ratio” shall mean, in respect of any applicable Person(s) as calculated on a consolidated basis and in accordance with GAAP and for any applicable period of determination and as of any applicable date of determination, the ratio of (a) the sum of (i) EBITDA of such Person(s) for such period, minus (ii) without duplication, Tax Distributions, made by such Person(s) during such period, minus (iii) without duplication, the aggregate amount of taxes paid in cash by such Person during such Period to (b) the sum (i) the Current Maturities of Long Term Debt of such Person(s) at such time of determination, plus (ii) the interest expense of such Person(s) for such period.

“Property” shall mean any real or personal property now or at any time owned, occupied or operated by Borrower and/or any of its Subsidiaries (if applicable).

“Reinvest” or “Reinvestment” shall mean, with respect to any net cash proceeds, insurance proceeds or condemnation proceeds received by any Person, the application of such monies to (i) repair, improve or replace any tangible personal (excluding inventory) or real property of the Loan Parties or any intellectual property reasonably necessary in order to use or benefit from any property or (ii) acquire any such property (excluding inventory) to be used in the business of such Person.

“Revolving Credit Maximum Amount” shall mean the lesser of (a) $3,000,000 or (b) the maximum amount permitted by the Advance Formula Agreement.

“Revolving Credit Note” shall mean the Master Revolving Note dated the date hereof in the maximum original principal amount of $3,000,000 made by Borrower payable to the order of Bank, as the same may be renewed, extended, modified, increased or restated from time to time.

“Senior Funded Debt” shall mean, in respect of any applicable Person and at any time (without duplication), an amount equal to (a) Funded Debt of such Person minus (b) all Subordinated Debt of such Person.

“Senior Funded Debt to EBITDA Ratio” shall mean, in respect of any applicable Person(s) as of any applicable date of determination for any applicable time of determination, all determined in accordance with GAAP and on a consolidated basis, the ratio of (a) the Senior Funded Debt of such Person(s) to (b) the sum of the EBITDA of such Person(s) for such period.

“Subordinated Debt” shall mean any Debt of Borrower or any other Loan Party (excluding PT Holdco, LLC) which has been subordinated to the Indebtedness pursuant to a subordination agreement in form and content satisfactory to Bank.

“Subsidiary” or “Subsidiaries” shall mean as to any particular parent entity, any corporation, partnership, limited liability company or other entity (whether now existing or hereafter organized or acquired) in which more than fifty percent (50%) of the outstanding equity ownership interests having voting rights as of any applicable date of determination, shall be owned directly, or indirectly through one or more Subsidiaries, by such parent entity.

“Tax Distributions” shall mean, in respect of any applicable Person, dividend payments and other Distributions made by such Person to its respective shareholders, members or other Person(s) holding Equity Interests therein, as applicable, in an amount not to exceed the income tax liability, if any, of such shareholders, members or other Person(s) arising or incurred directly as a result of the pass-through of income items to such shareholders, members or other Person(s) as a result of such Person’s status as a Subchapter S corporation under the United States Internal Revenue Code, as amended, or as a limited liability company, as applicable.

“Term Note” shall mean the Term Note dated the date hereof in the maximum original principal amount of $10,000,000 made by Borrower payable to the order of Bank, as the same may be renewed, extended, modified, increased or restated from time to time.

“Transaction Costs” shall mean the non-recurring fees, costs and expenses payable by any Loan Party in connection with the transactions that are the subject of the Acquisition Agreement and the Loan Documents that are (a) incurred prior to, on or within 60 days after, the Closing Date, during such period and reviewed and approved by Bank in its reasonable discretion or (b) otherwise approved in writing by Bank.

“Uniform Commercial Code” shall mean the Texas Business and Commerce Code as amended, supplemented, revised or replaced from time to time.

(b)         Accounting Principles.  Unless expressly provided to the contrary, all accounting and financial terms and calculations hereunder or pursuant hereto shall be defined and determined in accordance with GAAP.  If at any time any change in GAAP (including the adoption of the International Financial Reporting Standards) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Bank and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, that until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein; (ii) Borrower shall provide to Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided further that any obligations of Borrower or any of its Subsidiaries under a lease (whether existing now or entered into in the future) that is not (or would not be) a capitalized lease obligation under GAAP as in effect as of the date hereof shall not be treated as a capitalized lease obligation solely as a result of the adoption of changes in GAAP.