LOAN AND SECURITY AGREEMENT

Beginning on the Initial Minimum Cash Test Date and at all times thereafter, the Borrower shall maintain Qualified Cash in an amount greater than or equal to the aggregate amount of the Secured Obligations, multiplied by the Minimum Cash Coverage Percentage.

Borrower shall either: (i) satisfy Performance Covenant C, to be tested as of the last day of each month after the Initial Performance Covenant Test Date;

“Performance Covenant A” means Borrower maintains Qualified Cash, at all times, in an amount greater than or equal to [**] percent ([**]%) of the outstanding principal amount of the Secured Obligations.

“Performance Covenant B” means (i) Borrower maintains Qualified Cash, at all times, in an amount greater than or equal to the outstanding principal amount of the Secured Obligations, multiplied by [**] percent ([**]%) and (ii) Company’s Market Capitalization, at all times, is greater than [**].