Form 8-K - Current report

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 earliest event reported: December 18, 2023

KonaTel, Inc.

(Exact name of Registrant as specified in its charter)

N/A

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

Delaware

001-10171

80-0973608

(State or Other Jurisdiction

Of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

500 N. Central Expressway, Suite 202

Plano, Texas 75074

(Address of Principal Executive Offices, Including Zip Code)

(214) 323-8410

(Registrant’s Telephone Number, Including Area Code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act: None.

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 and 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. ¨

FORWARD LOOKING STATEMENTS

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Current Report. We cannot assure you that the forward-looking statements in this Current Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should carefully read this Current Report completely, and it should be read and considered with all other reports filed by us with the United States Securities and Exchange Commission (the “SEC”). Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

EXPLANATORY NOTES

Except as otherwise indicated by context, references to the “Company,” “we,” “our,” “us” and words of similar import refer to “KonaTel, Inc.,” a Delaware corporation, formerly named Dala Petroleum Corp., which is the Registrant (“KonaTel”), and our wholly-owned subsidiaries, KonaTel, Inc., a Nevada corporation (“KonaTel Nevada”), Apeiron Systems, Inc., a Nevada corporation (“Apeiron Systems”), and IM Telecom, LLC, an Oklahoma limited liability company doing business as “Infiniti Mobile” (“IM Telecom” or “Infiniti Mobile”).

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Effective December 18, 2023, the Company and IM Telecom, as “Purchasers,” entered into an Installment Sale Agreement (the “Installment Sale Agreement”) with ACP Financing VII Limited Liability Company, a Texas limited liability company (“ACP Finance”), as “Seller,” pursuant to which Seller has agreed to purchase new and refurbished cellular devices for distribution through the Purchaser’s distribution network to Affordable Connectivity Program (“ACP”) Federal Lifeline and California Lifeline eligible consumers, such devices operating on 4G or better technology platforms or any such other consumer technology equipment upon the mutual agreement of Seller and Purchaser (the “Devices”), and to sell such Devices to Purchaser.

Infiniti Mobile has worked to improve the quantity and quality of its sales distribution facilities over the past several months. As such, it is seeing a significant uplift in sales capability. To keep up with this increasing demand, it entered in to the Installment Sale Agreement with ACP Finance to help disburse the up front cost of needed equipment setting up additional and significant growth in the ACP and Lifeline space.

The following is a summary of the principal terms and conditions of the Installment Sale Agreement:

The Installment Sale Agreement is for a term of 24 months and has been put in place to allow for the purchase of equipment and to supply growth in our ACP and Lifeline programs;

Origination cost of the initial line of credit is three percent (3%), to be paid monthly over 12 months, with the initial used credit facility amounting to $1,365,000 and available to increase to $5,000,000;

There is a $2,000 per month administrative fee that is required to be paid monthly during the term of the Installment Sale Agreement or while any amount is outstanding thereunder;

Any early termination of the Installment Sale Agreement carries a two percent (2%) penalty in year one (1) and a one percent (1%) penalty in year two (2) on the “Installment Sale Contract Balance”, however, in the event we do not complete the divestiture of our interest in Tempo Telecom, LLC, a Georgia limited liability company and an Eligible Telecommunications carrier (“Tempo”), by July 14, 2024, or the “Maximum

Amount of Credit” is not greater than $5,000,000 by the first anniversary of the Installment Sale Agreement, we may voluntarily prepay the entire amount then owed of the “Aggregate Open Installment Sale Contract Balance” and any associated interest, commitment fees and charges and such voluntary payment shall not be subject to the early payment penalty. For information on the potential Tempo divestiture, see the 8-K Current Report of the Company dated April 6, 2023, and filed with the SEC on April 17, 2023, a copy of which is available by Hyperlink in Section 9, Item 9.01, below, and is incorporated herein by reference. CCUR has a first lien on any funds received in the Tempo divestiture;

Equipment for supplying service to these programs requires up front capital purchases of phone and tablets, which are expensed up front in the month being sold, and the Installment Sale Agreement thereby allows Infiniti Mobile to spread the payment for the equipment to the vendor over a period of time to improve its cash flow which can be used for additional growth;

Credit availability for Infiniti Mobile will grow as revenue grows over time based on the addition of Lifeline and ACP disbursements;

Each installment sale has a term of nine (9) months, and the repayment for the respective installment sales is spread over that time in equal payments for each initiated “Installment Purchase Contact”;

Infiniti Mobile will work with ACP Finance, including month over month growth information, for purposes of determining the increase of the credit availability base, and it must utilize a minimum of 70% of the trailing three (3) month average of the available base; and

The ACP Finance Installment Sale Agreement is subordinate to the original Note Purchase Agreement and related Guarantee and Security Agreement with CCUR Holding, Inc. (“CCUR”) as collateral agent and Symbolic Logic, Inc. (“Symbolic”) whereby the Company pledged all of its assets to secure an initial debt financing of $3,150,000 (the “CCUR Loan” [see the 8-K Current Report dated June 14, 2022, and filed with the SEC on June 21, 2022, and the 8-KA Current Report dated June 14, 2022, and filed with the SEC on June 7, 2023, copies of which are available by Hyperlink in Section 9, Item 9.01, below, and are incorporated herein by reference]), all as outlined in an Intercreditor and Subordination Agreement between CCUR that was executed simultaneous to the Installment Sale Agreement with ACP Finance, and a copy of which accompanies this Current Report in Section 9, Item 9.01, below.

The Agreement also contains provisions regarding: governing law and jurisdiction; acknowledging the entire agreement between the parties; successors and assigns; application of payments; indemnity; notices; survival; survival; severability; expenses; injunctive relief; consequential damages; captions; counterparts and facsimile signatures; construction; confidentiality and sharing of information; publicity; amendments; assignment; and senior lender (CCUR Loan) subordination.

The Installment Sale Agreement is attached hereto and incorporated herein by reference in Section 9, Item 9.01, below, and the foregoing summary is modified in its entirety to this reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description of Exhibit

10.1		Installment Sale Agreement
10.2		Intercreditor and Subordination Agreement

8-K Current Report dated June 14, 2022, and filed with the SEC on June 21, 2022 (CCUR Loan)

8-KA Current Report dated June 14, 2022, and filed with the SEC on June 7, 2023 (CCUR Loan)

8-K Current Report of the Company dated April 6, 2023, and filed with the SEC on April 17, 2023 (Tempo Divestiture)

SIGNATURE

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

	KonaTel, Inc.

Date: December 22, 2023	By:	/s/ D. Sean McEwen
		D. Sean McEwen
		Chairman and Chief Executive Officer

Exhibit 10.1

This Agreement and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Intercreditor and Subordination Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Senior Lender Subordination Agreement”), by and among CCUR Holdings, Inc., a Delaware corporation, as collateral agent under the Senior Credit Agreement (as defined therein) and ACP Financing VII, Limited Liability Company, a Texas limited liability company, as the Subordinated Creditor (as defined therein), to all of the Senior Debt (as defined in the Senior Lender Subordination Agreement), including, without limitation, all of the indebtedness (including interest) owed by Borrowers pursuant to the Senior Credit Agreement (as defined in the Senior Lender Subordination Agreement), as such Senior Credit Agreement and other Senior Documents (as defined in the Senior Lender Subordination Agreement) have been and hereafter may be amended, restated, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under those agreements as contemplated by the Senior Lender Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Senior Lender Subordination Agreement.

INSTALLMENT SALE AGREEMENT

dated as of December 18, 2023

by and among

KonaTel, Inc. and IM Telecom, LLC

as Purchasers

and

ACP Financing VII Limited Liability Company, as Seller

INSTALLMENT SALE AGREEMENT

THIS INSTALLMENT SALE AGREEMENT (the “Agreement”) is entered into as of December 18, 2023 (the “Effective Date”), by and among KonaTel, Inc, a Delaware corporation (the “Parent”), and IM Telecom, LLC, an Oklahoma limited liability company (“IMT” and with Parent, collectively, the “Purchaser”), and ACP Financing VII Limited Liability Company, a Texas limited liability company (the “Seller”). Each of Seller and the Purchaser, may be referred as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Seller has agreed to purchase new and refurbished cellular devices for distribution through the Purchaser’s distribution network to Affordable Connectivity Program and California Lifeline eligible consumers, such devices operating on 4G or better technology platform or any such other consumer technology equipment upon the mutual agreement of Seller and Purchaser (the “Devices”) and sell such Devices to Purchaser.

WHEREAS, the Seller has agreed to make, and has begun making, such extensions of credit subject to the terms and conditions of this Agreement.

WHEREAS, in consideration of the mutual covenants and agreements herein contained and of the extension of trade credit hereinafter referred to, the Parties hereto agree as follows:

DEFINITIONS

1.1 General Terms. For purposes of this Agreement the following terms shall have the following meanings:

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer of (i) such Person, (ii) any Subsidiary of such Person or (iii) any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, directly or indirectly to, (x) vote ten percent (10%) or more of the equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) direct or cause the direction of the management and policies of such Person, whether by ownership of equity interests, contract or otherwise.

“Affordable Connectivity Program” shall mean the Federal Communications Commission program that helps ensure that households can afford broadband they need for work, school, healthcare and other household needs.

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

“Aggregate Open Installment Sale Contract Balance” shall mean the aggregate amount of all Open Installment Sale Contracts. The amount of Installment Sale Credit available for subsequent Installment Sales will be limited to the Installment Sale Credit Amount less the amount of the Aggregate Open Installment Sale Contract Balance less any interest attributable to the Aggregate Open Installment Sale Contract Balance.

“Applicable Law” shall mean all laws applicable to the Person, conduct, transaction, covenant, document or contract in question, including all applicable common law and equitable principles, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties,

directives and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators, including, without limitation, any Communications Laws.

“Availability Period” shall mean the period from and including the Effective Date through December 31, 2025.

“Availability Period Termination Date” shall mean (a) the date that is the last day of the Availability Period, (b) to the extent the Availability Period is extended according to Section 2.9, the date that is the last day of the Extended Availability Period as defined in this Section 1.1, or (c) [ninety (90)] days after a Key Person Event, unless a suitable replacement is not approved in accordance with Section 2.10.

“CA Lifeline Program” shall mean the program administered by the California Public Utility Commission pursuant to which discounted home and cell phone services are provided to certain eligible customers.

“Cancellation Fee” has the meaning set forth in Section 4.2.

“Cancelled Purchase Order” has the meaning set forth in Section 2.5.

“Change of Control” shall mean the time at which (i) any Person (including a Person’s Affiliates and associates) or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) become the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of a percentage of the equity interests of Parent equal to at least twenty percent (20%); (ii) there shall occur any event (whether in one (1) or more transactions) which results in Parent failing to own and control one hundred percent (100%) of the equity interest of IMT; or (iii) any merger, consolidation or sale of all or substantially all of the assets or property of Purchaser (whether in one (1) or more related transactions).

“Closing” shall mean the date that all conditions precedent for the first Installment Sale have been satisfied or waived by the Seller.

“Collateral” shall have the meaning as set forth in the Senior Loan Documents.

“Communications Laws” shall mean the Communications Act of 1934, as amended, and any similar or successor federal statute, and the rules and regulations of the FCC thereunder, and the applicable state statutes governing the telecommunications industry and all Applicable Laws administered by any PUC or similar state governing agency asserting jurisdiction over Purchaser or any Subsidiary of Purchaser.

“Communications Systems” shall mean a system or business (a) providing (or capable of providing) voice, data, or video transport, connection, monitoring services or other communications and/or information services (including cable television), through any means or medium, (b) providing (or capable of providing) facilities, marketing, management, technical and financial (including call rating) or other services to companies providing such transport, connection, monitoring service or other communications and/or information services, or (c) is (or is capable of) constructing, creating, developing or marketing communications-related network equipment, software or other devices for use in any system or business described above.

“Credit Availability Fee” shall mean a fee equal to, at Closing, 3% of the initial Installment Sale Credit Amount and, subsequently, of each incremental increase in the Installment Sale Credit Amount. All commitment fees shall be paid in equal monthly payments over 12 months as part of the monthly invoice submitted by Seller. For the avoidance of doubt, a commitment fee is a one-time fee paid upon any credit availability made to Purchaser. In the event of a prepayment, there is no discount on any unpaid remaining

Credit Availability Fee. For example, if initial Installment Sale Credit Amount is $ 1,350,000, the Credit Availability Fee would be $ 1,350,000 x .03 = $ 40,500. Any subsequent increase in the Installment Sale Credit Amount over $1,350,000 or more would result in an additional Credit Availability Fee of 3% which will be paid over 12 months following any increase in the Installment Sale Credit Amount.

“Default Rate” has the meaning set forth in Section 4.4.

“ETC” shall mean an entity that is designated by the applicable Governmental Body (including, without limitation, any applicable state PUC and the FCC) as an “eligible telecommunications carrier” for purposes of participation in the Lifeline Program, the California Lifeline Program, or any similar state PUC admitted program.

“Event of Default” has the meaning set forth in Article X.

“Extended Availability Period” has the meaning set forth in Section 2.9.

“FCC” shall mean the Federal Communications Commission and any successor or substitute governmental commission, agency, department, board or authority performing functions similar to those performed by the Federal Communications Commission on the date hereof.

“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time and consistently applied.

“Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Installment Sale” has the meaning set forth in Section 2.1(a).

“Installment Sale Contract” shall mean an agreement, in writing (including electronic correspondence), that evidences Purchaser request to acquire Devices from the Seller according to the terms and conditions of this Agreement. Each Installment Sale Contract will be evidenced by a Purchase Order from Purchaser and a vendor invoice with details of the request to acquire or finance Devices as further described in Section 2.2.

“Installment Sale Contract Balance” shall mean the total unpaid amount due to the Seller under any Installment Sale Contract as maintained by the Seller, including any interest and associated fees. The Installment Sale Contract Balance for each Installment Sale Contract shall be reduced by any payments applied to that respective Installment Sale Contract according to Section 2.6.

“Installment Sale Credit” shall mean extensions of trade credit for the purpose of executing an Installment Sale, based on the terms and conditions of this Agreement with each such extension evidenced each by a Purchase Order and an Installment Sale Contract.

“Installment Sale Credit Amount” shall mean the aggregate amount, initially up to $1,350,000; provided, however, after the Tempo Divestiture, the Installment Sale Credit Amount shall be equal to the Maximum Amount

of Credit which any increase shall be subject to the other terms and conditions in this Agreement.

“Installment Sale Period” shall mean the period, in months, over which each Installment Sale Contract shall be repaid, which shall be nine (9) months as of the Effective Date.

“Key Person” means D. Sean McEwen, Charles D. Griffin and B. Todd Murcer.

“Key Person Event” has the meaning set forth in Section 2.10.

“Lien” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lifeline Program” shall mean the program administered by USAC pursuant to which certain voice and internet services are provided at a lower cost to qualifying families.

“Lifeline Receivables” state and/or federal government receivables generated through Purchaser’s request for reimbursement subsidies for providing services to eligible customers participating in the Lifeline Program and Affordable Connectivity Program (including from USAC), that are deemed as such by the appropriate state and/or federal government agency or by proxy through an administrative entity contracted with the state and/or federal government.

“Material Adverse Effect” shall mean any material adverse effect on (a) the Affordable Connectivity Program or (b) the condition (financial or otherwise), results from operations, assets, business, or properties of Purchaser, (c) Purchaser’s ability to duly and punctually pay or perform the obligations in accordance with the terms thereof, (d) the value of the Collateral or Seller’s lien on the Collateral or the priority of any such lien or (e) the practical realization of the benefits of Seller’s rights and remedies under this Agreement.

“Maturity Date” shall mean either (A) the later of (i) September 30, 2026, and (ii) the date which is the last day of the longest Installment Sale Period of the remaining Open Installment Sale Contracts beyond the Availability Period Termination Date, or (B) the date this Agreement is terminated, if terminated earlier in accordance with the terms of this Agreement.

“Maximum Amount of Credit” shall be equal to, as of a particular measuring date, the sum of accounts receivables and customer activations in various categories, calculated as set forth in Exhibit C; provided, however, the Installment Sale Credit Amount and the Senior Loan amount outstanding may not exceed the Maximum Amount of Credit.

“Monthly Subscriber Status Report” shall mean the report described in Section 7.2(a).

“Notice of Apparent Liability” shall mean a notice, filed by the FCC (or any other corresponding notice filed by an applicable Governmental Body) as a result of any violation of the rules regarding an ETC’s participation in the Lifeline Program.

“Obligations” shall mean any amounts due to Purchaser under any Installment Sale Contract for the purchase of Devices and any associated interest and fees, advances, debts, liabilities, obligations, covenants and duties owing by Purchaser to Seller (or to any other direct or indirect subsidiary or Affiliate of Seller) of any kind or nature, present or future (including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any Person payable by Purchaser and any indemnification obligations payable by Purchaser arising or payable after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Purchaser, whether or

not a claim for post- filing or post-petition interest, fees or other amounts is allowable or allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document (including this Agreement and any of the other Seller Transaction Documents).

“Open Installment Sale Contract” shall mean an Installment Sale Contract that has an Installment Sale Contract Balance greater than $0.

“Parent” has the meaning set forth in the preamble.

“Permitted Indebtedness” shall mean (i) the Senior Loan, and (ii) any accounts payable incurred in the ordinary course of business, and any existing indebtedness disclosed on Purchaser’s balance sheet (including any secured indebtedness to be paid at Closing by Seller at request of Purchaser).

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Purchaser) have been established in accordance with GAAP, (b) Liens securing Permitted Indebtedness (including the Senior Loan) or (c) Liens imposed by law which were incurred in the ordinary course of the relevant Party’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the relevant Party’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Parent and/or its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien.

“Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Wells Fargo Bank or its parent company (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Prime Rate Floor” shall mean no less than 7.5%.

“Pro Forma Balance Sheet” has the meaning set forth in Section 6.5(a).

“Profit Margin” shall mean a percentage increase, over the Supplier price and, as applicable, shipping and other costs in accordance with Section 2.1(c) and shall be equal to the greater of (a) the Prime Rate Floor and (b) the Prime Rate, plus 2.25%.

“PUC” shall mean any state, provincial or other local public utility commission, local franchising authority, or similar regulatory agency or body that exercises jurisdiction over the rates or services or the ownership, construction or operation of any Communications System (and its related facilities) or over Persons who own, construct or operate a Communication System, in each case by reason of the nature or type of business subject to

regulation and not pursuant to laws and regulations of general applicability to Persons conducting business in any such jurisdiction.

“Purchaser Adjusted EBITDA” shall mean, for any period, Purchaser’s net income for such period plus, without duplication and to the extent deducted in determining net income for such period, the sum of (a) interest expense, (b) provision for taxes based on income, (c) depreciation expense, (d) amortization expense, (e) the average monthly payment hereunder during such period multiplied by three (3), and (f) non-cash losses, minus, to the extent included in determining net income for such period, the sum of (i) any non-cash income, or gains increasing net income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash charge in any prior period), (ii) any gains realized from the disposition of property outside of the ordinary course of business in such period, and (iii) the cost of the Devices purchased in such period. Purchaser shall provide a schedule of expenses for Devices and origination costs which shall be recast by dividing these specific costs by six (6) for a period of six months prior to the most current financial statements, and recasting these expenses over the current month and the subsequent five months.

“Purchase Order” has the meaning set forth in Section 2.1(a)

“Receivables” shall mean and include all of Purchaser’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of Purchaser’s contract rights, instruments (including those evidencing indebtedness owed to Purchaser by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to Purchaser arising out of its business or the rendition of services, all supporting obligations, guarantees and the security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Seller hereunder. For the avoidance of doubt, “Receivables” include Lifeline Receivables.

“Revenue Account” means an account designated by the Seller and subject to a deposit account control agreement satisfactory to the Seller.

“Seller Price” has the meaning set forth in Section 2.1(c)

“Seller Transaction Documents” shall mean this Agreement and all supporting sets of documents including schedules, exhibits and documents and associated amendments evidencing this Agreement.

“Senior Lender Subordination Agreement” has the meaning set forth in the legend to this Agreement.

“Senior Loan” shall mean the loan evidenced by that certain Note Purchase Agreement, dated as of June 14, 2022 by and among KonaTel, Inc., CCUR Holdings, Inc. and Symbolic Logic, Inc.

“Senior Loan Documents” shall mean that certain Note Purchase Agreement, dated as of June 14, 2022 by and among KonaTel, Inc., CCUR Holdings, Inc. and Symbolic Logic, Inc., that certain Guarantee and Security Agreement, dated as of June 14, 2022 by and among KonaTel, Inc., Apeiron Systems, Inc., IM Telecom, LLC and CCUR Holdings, Inc., as collateral agent and all other agreements among the parties evidencing the Senior Loan.

“Subscriber Cohort” has the meaning as set forth in Section 7.2(a)

“Subsidiary” shall mean, with respect to any Person a corporation or other entity of whose equity interests having ordinary voting power (other than equity interests having such power only by reason of the happening of a

contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

“Supplier” shall mean the manufacturer or distributor of Devices to be purchased by the Seller for the benefit of Purchaser, to be selected by Purchaser and approved with reasonableness by Seller in accordance with this Agreement.

“Tempo Divestiture” shall means the completion of the purchase of Tempo Telecom, LLC, a Georgia limited liability company, an eligible telecommunications carrier, by Insight Mobile, Inc.

“Total Installment Sale Contract Amount” shall mean the Seller Price (including, to the extent paid by the Seller, shipping charges and associated Profit Margin as incurred in accordance with Section 2.2(d)), multiplied by times the number of Devices included on the Purchase Order according to Section 2.2(c).

“Total Leverage Ratio” shall mean, as of any date of determination, the ratio of (a) total of long term liabilities, plus current portion of long term liabilities as presented on Purchaser’s most recent balance sheet plus the outstanding Installment Sale Credit balance to (b) Purchaser Adjusted EBITDA over the trailing quarter which shall be multiplied by four (4).

“Uniform Commercial Code” shall mean the Uniform Commercial Code as adopted by the State of New York from time to time.

“USAC” shall mean Universal Services Administrative Company.

II.

INSTALLMENT SALE CREDIT; REPAYMENT

2.1 General Terms.

(a) Subject to the terms and conditions set forth in this Agreement, Seller agrees to provide extended payment terms to Purchaser for the acquisition of Devices during the Availability Period, in an aggregate amount not to exceed the Installment Sale Credit Amount. The purchase of Devices from a Supplier by Seller, receipt of Installment Sale Contract and Purchase Order and delivery and receipt of the Devices by Purchaser will all, taken together, constitute an “Installment Sale.” The term “Installment Sale” may also upon explicit approval by Seller include sales of previously purchased Devices (which were not originally financed by the Seller) by Purchaser to Seller, where an Installment Sale Contract is then executed between the Parties. Each Installment Sale shall be evidenced by a written Installment Sale Contract requesting an Installment Sale and accompanied by a Purchase Order in substantially the form attached hereto as Exhibit A (each, a “Purchase Order”). Each Purchase Order shall be validly submitted pursuant to Section 2.2 and confirmed pursuant to Section 2.3.

(b) For all Devices sold by Seller to Purchaser pursuant to this Agreement, Seller will charge a per Device Profit Margin on the selling price from the Supplier (the “Seller Price”).

(c) All Devices will be drop shipped and will be considered “free on board” (FOB) Supplier from the Supplier to Purchaser or such other Person as directed by Purchaser in the Purchase Order unless otherwise expressly provided in the agreement with the Supplier. As noted on the Purchase Order, Purchaser will either arrange for shipping costs to be paid by Purchaser or included in the price of the Installment Sale by having Seller pay the shipping costs. In the event Purchaser elects to have the shipping costs included in the price of the Installment Sale, the shipping costs plus the Profit Margin charged shall be included in determining the Seller Price per Section 2.1(b) and will be added to the Seller Price on the Purchase Order.

(d) Purchaser and Seller agree title to, and all of risk of loss of, and performance of the Devices transfers directly from Supplier to Purchaser in accordance with the Purchase Order between Seller and Supplier, unless expressly otherwise provided in the agreement with the Supplier.

(e) Purchaser agrees to hold harmless and indemnify Seller for all Supplier related issues arising after delivery regarding performance of devices and delivery dates, or any incorrect information or duplication of any Purchase Order submitted to Seller. Seller shall transfer and cooperate with Purchaser in respect of any rights to a cause of action against Supplier for any failure or breach by Supplier.

(f) At Closing, Seller may enter into Installment Sale Contracts with Purchaser for previously purchased inventory, or for retiring the debt of previous lender.

2.2 Procedure for Initiating an Installment Sale. At least sixty (60) days prior to the expected funding date by Seller to Supplier, Purchaser must notify Seller of its desire to enter into an Installment Sale Contract by delivering a Purchase Order of Purchaser’s request according to the terms hereunder. For clarification, the sixty-day notice period shall not apply for funding at Closing or in the first Quarter after closing. Each Purchase Order must stipulate the following:

(a) Purchaser name and billing address;

(b) Date of the Purchase Order;

(d) Supplier Price of each Device, including shipping (if elected by Purchaser per Section 2.1(c)) and the associated Profit Margin and the Total Installment Sale Contract Amount.

(e) Name of Supplier;

(f) Name of shipping company, address to which the Devices are to be delivered and the anticipated shipping date;

(g) Title transfer and risk of loss provisions;

(h) Cancellation of order procedures, if any;

(i) Expected delivery date(s);

(j) The Installment Sale Period; and

(k) Any technical specifications as required by Supplier.

Alternatively, Purchaser may request, and Seller may accept written requests by Purchaser to enter into an Installment Sale Contract for other situations including deposits or partial or full reimbursement to Purchaser for previously acquired devices.

Prior to funding, Purchaser will arrange for an invoice to be submitted or will provide to Seller an invoice from vendor which shall be in the name of Seller.

2.3 Confirmation. Once a Purchase Order has been received, Seller will send to Purchaser an electronic communication confirming receipt of a Purchase Order within five (5) business days of receipt of the Purchase Order from the Seller. Notwithstanding anything contained herein to the contrary, Seller shall be entitled to reject any Purchase Order that is inconsistent with the related Supplier agreement with respect to any of the items listed in Section 2.2 above. Failure to confirm a Purchase Order shall not nullify any funded Installment Sale Contract, submitted and funded in good faith.

2.4 Change Orders. As permitted by Supplier, Seller will make reasonable accommodations to Purchaser regarding change orders.

2.5 Cancellation of an Installment Sale. Provided the agreement with the Supplier allows for cancellation of the purchase of Devices, Purchaser may cancel an Installment Sale, at Purchaser’s expense, by providing written (including electronic) notice within ten (10) days of Seller’s receipt of the respective Purchase Order (or such lesser time period stated in the Supplier agreement with Seller) detailing the previously noted Installment Sale (“Cancelled Purchase Order”); provided, however, this cancellation right terminates once the Devices have been paid for by Seller, or the cancellation date has passed in regards to Supplier’s contract. Once cancelled, neither Purchaser nor the Seller shall be obligated to perform under the terms of the respective Purchase Order. For each Purchase Order, Seller agrees to negotiate a cancellation right, in good faith, with the Supplier, acceptable to Purchaser.

2.6 Manner and Repayment of Installment Sale Contract. Each Installment Sale Contract shall be repaid in nine (9) equal monthly payments as agreed upon between Seller and Purchaser and made monthly over the Installment Sale Period. The first payment shall be made out of monthly collections from the Revenue Account on any Installment Sales funded by the 25^th day of the month for any Installment Sales. Notwithstanding the foregoing, the Aggregate Open Installment Sale Contract Balance and associated interest, charges and fees shall be subject to earlier repayment upon (i) acceleration upon the occurrence of an Event of Default under this Agreement, (ii) prepayment by Purchaser or (iii) termination of this Agreement. All payments due shall be paid monthly no later than the sooner of (a) the day after Purchaser receives USAC payments or (b) the last day of any month.

2.7 Record of Installment Sale Contracts. Seller shall maintain, in accordance with its customary record-keeping procedures, an accounting in which shall be recorded the date and amount of each extension of all Installment Sales made by Seller in accordance with this Agreement and the date and amount of each payment in respect thereof; provided, however, the failure by Seller to record the date and amount of any trade credit shall not adversely affect Seller. The monthly statements shall be deemed correct and binding upon Purchaser in the absence of manifest error and shall constitute an account stated between Seller and Purchaser unless Seller receives a written statement of Purchaser’s specific exceptions thereto within days after such statement is received by Purchaser. The records of Seller with respect to Purchaser’s account shall be conclusive evidence absent manifest error of the amounts of Installment Sale Contracts and other charges thereto and of payments applicable thereto. Seller shall provide an updated invoice upon remitting payment to all vendors and the entering into an Installment Sale.

2.8 Prepayment. Purchaser may prepay any or all amounts outstanding under any Open Installment Sale Contract provided Purchaser provides three (3) days’ prior written notice (including electronic communications) to Seller. Purchaser may prepay the entire amount of the Aggregate Open Installment Sale Contract Balance and any associated interest, commitment fees and charges and cancel this Agreement at any time during the Availability Period (or Extended Availability Period as allowed for in Section 2.9 below) subject to imposition of the Cancellation Fee as described in Section 4.2 if applicable. In the event of (a) Tempo Divestiture is not consummated by July 1, 2024 or (b) the Maximum Amount of Credit is not greater than $5,000,000 by the first anniversary of this Agreement, Purchaser may voluntarily prepay the entire amount of the Aggregate Open

Installment Sale Contract Balance and any associated interest, commitment fees and charges and such voluntary prepayment shall not be subject to the Cancellation Fee.

2.9 Extension of the Availability Period and the Maturity Date. The Availability Period may be extended by a period of up to twelve (12) months beyond the Availability Period Termination Date at any time during the Availability Period upon mutual consent, to be provided in writing (or electronic communication), of the Seller and Purchaser (“Extended Availability Period”). In the event the Availability Period is extended according to this Section 2.9, then both the Availability Period Termination Date and the Maturity Date will be extended proportionally (i.e., if the Availability Period is extended by 12 months then the Maturity Date will also be extended by twelve (12) months).

2.10 Key Person; Early Termination of Availability Period. If, during the Availability Period, the Key Person, for a consecutive period of greater than 30 days, ceases to devote substantially all of his business time to Purchaser and in the same position and with duties substantially similar to those held as of the Closing Date, or has become disabled or has died (such event being referred to herein as a “Key Person Event”), then the Availability Period shall be suspended due to such Key Person Event and will terminate unless Purchaser retains a replacement officer which is acceptable to Seller in its sole discretion.

2.11 Penalty for Failure to Meet Minimum Outstanding Balance. Purchaser shall pay Seller 1.5% of the difference between the rolling 3-month average of invoices submitted to date as of the time of calculation and seventy percent (70.0%) of the Installment Sale Credit Amount, which calculation shall be made monthly upon submission of invoice to Purchaser commencing on the fourth month following the closing of the first Installment Sale. Any payment required hereunder shall be due in one payment on the next payment date after such calculation. No penalty shall be assessed pursuant to this Section in the event Seller has declared an Event of Default under any provision of Article X, in the event Seller rejects any purchase request in the quarter in question, or in the event of failure to satisfy any condition to make Installment Sales to Purchaser pursuant to Article IX.

III.

MONTHLY PAYMENT

3.1 Invoice. Seller shall provide an updated invoice to Purchaser concurrent with a vendor payment detailing all open Installment Sales Contracts along with all future due dates of future payments.

3.2 Revenue Account. Purchaser shall have provided to the financial institution maintaining the Revenue Account an irrevocable directive for all USAC payments, with a copy to the Seller, and other reimbursement subsidies to be deposited in the Revenue Account from which all payments to Seller are to be made.

3.3 Amounts due to Purchaser. After deducting from payments to be received by Seller into the Revenue Account, Purchaser may utilize the proceeds in the Revenue Account for general corporate purposes.

IV.

INTEREST AND FEES

4.1 Credit Availability Fee. Purchaser shall pay to Seller any Credit Availability Fee over twelve (12) equal monthly payments.

4.2 Prepayment Fee. In the event of a non-mandatory repayment, if Purchaser chooses to cancel this Agreement prior to the Availability Period Termination Date and prepay the Aggregate Open Installment Sale

Contract Balance and associated fees and interest pursuant to Section 2, Purchaser shall owe a fee to Seller (the “Cancellation Fee”) to be calculated and submitted by Seller to Purchaser which shall consist of all future payments of the remaining invoice dates and payments outstanding at the time of prepayment on all outstanding Installment Sale Contracts. Additionally, there shall be a 2% penalty during the first 12 months, and 1% during year two (not applicable during the last 90 days of the advance period or thereafter) on the reduced amount of the Installment Sale Contracts. Notwithstanding anything contained herein to the contrary, for the purpose of calculating the Cancellation Fee, the payments to accrued and unpaid Credit Availability Fee shall not be discounted and will be owed in full.

4.3 Administrative Fee. A fee of $2,000 per month shall be invoiced and paid monthly as part of the monthly invoice.

4.4 Default Rate. Upon the occurrence and during the existence of an Event of Default under Section 10.1, interest will begin accruing on all outstanding, unpaid amounts, including interest, fees and any Open Installment Sale Contracts, at a rate of 1.35% per month (the “Default Rate”).

4.5 Maximum Charges. In no event whatsoever shall the fees charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges (and specifically excluding the Profit Margin) as computed hereunder would otherwise exceed the highest permitted under Applicable Law: (i) such excess amount shall be first applied to any unpaid amounts, including the Aggregate Open Installment Sale Contract Balance and any associated interest, charges and fees owed by Purchaser; and (ii) if the then remaining excess amount is greater than the previously unpaid amounts, Seller shall promptly refund such excess amount to Purchaser, and the amounts charged shall be reduced to the maximum rate permitted under Applicable Law.

4.6 Taxes. Any and all payments by or on account of any obligations hereunder shall be made free and clear of and without reduction or withholding for any taxes; provided that if Purchaser shall be required by Applicable Law to deduct any taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.6) Seller receives an amount equal to the sum it would have received had no such deductions been made, (ii) Purchaser shall make such deductions and (iii) Purchaser shall timely pay the full amount deducted to the relevant taxing authority in accordance with Applicable Law.

COLLATERAL; GENERAL TERMS.

5.1 Security Interest in the Collateral. To secure the prompt payment and performance to Seller and the payment by Purchaser of amounts outstanding as a result of unpaid Open Installment Sale Contracts, Purchaser hereby grants to Seller a second priority security interest in the Collateral. Upon the closing of the Tempo Divestiture, Purchaser shall fully satisfy all obligations under the Senior Loan and shall promptly take action to terminate the security interest granted to the Senior Lender.

5.2 Perfection of Security Interest. Purchaser shall take all action that may be necessary or desirable, or that Seller may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Seller’s security interest in and lien on the assets or to enable Seller to protect, exercise or enforce its rights hereunder, including (a) immediately discharging all other liens on the assets, exclusive of the security interests of Seller, (b) entering into warehousing, lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Seller, and (c) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Seller, relating to the creation, validity, perfection, maintenance or continuation of

Seller’s security interest and lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, Purchaser hereby authorizes Seller to file against such Purchaser, one (1) or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Seller. All charges, expenses and fees Seller may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Purchaser and shall be paid by Purchaser to Seller within thirty (30) days of written demand.

VI.

REPRESENTATIONS AND WARRANTIES.

Each of Purchaser represents and warrants, in respect of itself to Seller that:

6.1 Authority. Purchaser has full power, authority and legal right to enter into this Agreement and the Seller Transaction Documents to which it is a party and to perform all its Obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and of the Seller Transaction Documents to which it is a party (a) are within such Purchaser’s corporate powers (as applicable), have been duly authorized by all necessary corporate or limited liability company action, are not in contravention of Applicable Law or the terms of Purchaser’s organizational documents or to the conduct of such Purchaser’s business, (b) will not conflict with or violate any Applicable Law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the consent of any Governmental Body (including, without limitation, any applicable PUC or the FCC), and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any lien upon any asset of such Person under the provisions of any agreement, instrument, or other document to which such Person is a party or by which it or its property is a party or by which it may be bound.

6.2 Formation and Qualification. Purchaser is duly incorporated or formed, as applicable, and in good standing under the laws of the state of its formation and is qualified to do business and is in good standing in the states listed on Schedule 6.2, which constitute all states in which qualification and good standing are necessary for such Person to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Person. Such Person has delivered to Seller true and complete copies of its organizational documents and will promptly notify Seller of any material amendment or changes thereto.

6.3 Survival of Representations and Warranties. All representations and warranties of Purchaser contained in this Agreement and the Seller Transaction Documents to which it is a party shall be true and correct at the time of such Purchaser’s execution of this Agreement and the Seller Transaction Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

6.4 Tax Returns. The federal tax identification number of Purchaser and their Subsidiaries are set forth on Schedule 6.4 attached hereto. Each of Purchaser and their Subsidiaries have filed all federal, state and local tax returns and other reports as required by Applicable Law to file and has paid, prior to delinquency, all taxes, assessments, fees and other charges imposed by any Governmental Body that are due and payable. The provision for taxes on the books of each of Purchaser and their Subsidiaries are adequate for all years not closed by applicable statutes, and for its current fiscal year, and neither of Purchaser and their Subsidiaries have any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books. As of the Effective Date, neither Purchaser nor their Subsidiaries have been subject to an annual, interim or special audit by a federal, state, provincial or local taxing authority.

6.5 Financial Statements.

(a) The balance sheet of Purchaser, dated September 30, 2023, (the “Pro Forma Balance Sheet”) furnished to Seller on the Effective Date reflects the consummation of the transactions contemplated under this Agreement and is accurate, complete and correct in all material respects and fairly reflects the financial condition of each Purchaser and their Subsidiaries as of the Effective Date after giving effect to the transactions contemplated by this Agreement and the Seller Transaction Documents, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified as true, complete and correct in all material respects by the Chief Executive Officer of Parent. All financial statements referred to in this Section 6.5, including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements. Seller and Purchaser have agreed Purchaser may, at Purchaser’s sole discretion, expense the Profit Margin as interest expense with the Profit Margin for an Installment Sale expensed equally over the number of months as the Installment Sale in question. Seller shall reflect the total amount due under the Installment Sale Contract on its balance sheet with an offsetting contra-account for any remaining profit margin to be expensed in the future. Purchaser agrees to indemnify Seller for any third-party claims from this convention of expensing and reporting of Profit Margin.

(b) The twelve (12)-month cash flow and balance sheet projections of Parent and its Subsidiaries, copies of which are annexed as Schedule 6.5 hereto were prepared by the Chief Executive Officer of Parent, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Parent’s judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements.”

(c) The balance sheets of Purchaser and their Subsidiaries, and such other Persons described therein, as of September 30, 2023, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Seller, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur and present fairly the financial position of Parent and its Subsidiaries at such date and the results of their operations for such period). Since June 30, 2023, there has been no material change in the condition, financial or otherwise, of Parent and its Subsidiaries as shown on the balance sheets as of such date and no material change in the aggregate value of machinery, equipment and real property owned by Purchaser and their Subsidiaries, except in the ordinary course of business, none of which individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.

6.6 Binding Effect. This Agreement has been, and each of the Seller Transaction Documents to which any Purchaser will be a party will be, duly executed and delivered by such Purchaser and this Agreement constitutes, and such Seller Transaction Documents will constitute, the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization (by way of voluntary arrangement, schedule or arrangement or otherwise), examination, administration, judicial management, moratorium or similar debtor relief laws (in any applicable jurisdiction) relating to or limiting creditors’ rights generally or by equitable principals relating to enforceability.

6.7 Litigation; Solvency; Violation, Indebtedness or Default.

(a) After giving effect to the transactions contemplated by this Agreement and the Seller Transaction Documents, each of Parent and its Subsidiaries will be solvent, able to pay its debts as they

mature, will have capital sufficient to carry on its business and all businesses in which it is about to engage.

(b) Except as disclosed in Parent’s SEC filings, no additional litigation involving Parent or Purchaser outside of the normal course of business is anticipated as of the Effective Date.

6.8 Broker’s, Finder’s or Similar Fees. Except as set forth in Schedule 6.8, there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with any Purchaser or any of its Subsidiaries, or any action taken by any such Person.

6.9 Purchaser Licenses and Permits.

(a) Schedule 6.9(a) sets forth a true, correct and complete list of the following information for each license issued to, assigned or transferred to, or utilized by Parent or its Subsidiaries: the name of the licensee or franchisee, the type of service, the expiration date and the geographic area covered by such license. Other than as set forth in Schedule 6.9(a) of, each of Parent and its Subsidiaries (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state, provincial or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business (including, without limitation, any license) and where the failure to procure such licenses or permits could reasonably be expected to have a Material Adverse Effect.

(b) Each license listed on Schedule 6.9(a) (i) was validly issued, (ii) is in full force and effect without conditions except for such conditions as are generally applicable to holders of such licenses, (iii) has not been revoked, reversed, stayed, set aside, annulled or suspended and (iv) is not subject to any conditions or requirements that are not generally imposed by the FCC or applicable PUC upon holders of such licenses. Parent or any Subsidiary of Parent holding a license has all requisite corporate, limited liability company or other power and authority required under any Applicable Law to hold such licenses and to own and operate the Communications Systems. The licenses listed on Schedule 6.9(a) constitute in all material respects all of the licenses necessary for the operation of the Communications Systems owned by the Parent and its Subsidiaries in the same manner as they are presently operated. To the knowledge of Purchaser, no event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such license or (ii) materially and adversely affect any rights of the Parent or its Subsidiaries or any other holder thereunder. Neither the Parent nor any of its Subsidiaries have knowledge that any license listed on Schedule 6.9(a) will not be renewed in the ordinary course to the extent each such license is necessary for the business operations of Parent and its Subsidiaries. Neither Purchaser nor their respective Subsidiaries is a party to any investigation, inquiry, notice of apparent liability, notice of violation, notice of apparent liability (including a Notice of Apparent Liability), order or complaint issued by or before the FCC, PUC or any applicable Governmental Body, and there are no proceedings or inquiries pending by or before the FCC, PUC or any applicable Governmental Body, which is reasonably likely to result in the invalidity of any license.

(c) All of the material properties, equipment and systems owned, leased or managed by the Parent or its Subsidiaries are, and (to the knowledge of Purchaser) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the licenses and all Applicable Laws imposed by any Governmental

Body or as imposed under any agreements with telecommunications companies and Parent or any of its Subsidiaries.

(d) Each of Parent and its Subsidiaries has made all material filings which are required to be filed by it pursuant to the Communications Laws or any other Applicable Law (including, without limitation any filings required in connection with Purchaser’s participation in both the CA Lifeline Program and the Lifeline Program), paid all franchise, license or other fees and charges (including amounts owed to USAC and any similar state universal service funds) prior to delinquency pursuant to the Communications Laws in respect of its business and has made appropriate provision as is required by GAAP for any such material fees and charges which have accrued.

(e) The operation of the business of Parent and its Subsidiaries complies and has compiled in all material respects with the Communications Laws.

6.10 Default of Indebtedness. Neither Parent nor any of its Subsidiaries is in default in the payment of the principal of or interest on any indebtedness or under any instrument or agreement under or subject to which any indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

6.11 No Default or Breach. No event has occurred or is continuing or would result from the incurring of obligations by Purchaser under the Seller Transaction Documents, which constitutes, or with the giving of notice or lapse of time or both, would constitute an Event of Default.

6.12 No Burdensome Restrictions. Neither Parent nor any of its Subsidiaries are a party to any contract or agreement the performance of which could reasonably be expected to have a Material Adverse Effect.

6.13 Disclosure. No representation or warranty made by Parent or any Subsidiary thereof in this Agreement or any Seller Transaction Document or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Parent or any Subsidiary thereof or which reasonably should be known to Parent or any Subsidiary thereof which Purchaser have not disclosed to Seller in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.

6.14 Subsidiaries. Schedule 6.14 sets forth a complete and accurate list of all of the Subsidiaries of Parent together with their respective jurisdictions of incorporation or organization. There are no other Subsidiaries of Parent or Purchaser, and Purchaser does not own of record or beneficially, directly or indirectly (i) any equity interests convertible into equity interests of any other Person or (ii) any equity interests in any partnership, joint venture or other non- corporate business enterprise.

6.15 Lifeline Program. As of the Effective Date, (i) Purchaser has met all Lifeline Program and Affordable Connectivity Program requirements as required to continue to be funded by USAC, the FCC or any other applicable Governmental Body; (ii) Purchaser is designated as an ETC; and (iii) no Notice of Apparent Liability has been filed by the USAC or the FCC in connection with Purchaser’s participation in the Lifeline Program.

6.16 CA Lifeline Program. As of the Effective Date: (i) Purchaser has met all CA Lifeline Program requirements as set forth by the California Public Utility Commission or any other applicable Governmental Body,

including qualifications to serve as a provider of telecommunications services under the CA Lifeline Program and (ii) no Notice of Apparent Liability has been filed by the California Public Utilities Commission in connection with Purchaser’s participation in the CA Lifeline Program.

VII.

AFFIRMATIVE COVENANTS

Parent shall, and shall cause each of its Subsidiaries to, until payment in full of all Obligations and termination of this Agreement:

7.1 Deliveries Required. Within forty-five (45) days of the fiscal quarter’s end for the fiscal quarter ending on March 31, June 30 and September 30 and ninety (90) days after quarter ending on December 31, Purchaser shall deliver copies of:

(a) Financial statements of sufficient detail at the discretion of Seller specifically including income statement, balance sheet, and statement of cash flows with accompanying notes with at least the level of detail as currently contained in the Parent’s public filings;

(b) Any projections prepared by the Parent for any purposes;

(d) Additionally, deliver annually an audit by a PCOAB firm within 5 days of Purchaser’s receipt of audit report, but in no case later than 120 days of fiscal year-end.

7.2 Additional Reporting Requirements. Purchaser shall deliver monthly within 5 days of preparation or receipt by Purchaser, and in no event later than thirty (30) days after the first day of each month during the Availability Period (or Extended Availability Period to the extent elected according to Section 2.9) the following:

(a) Monthly Subscriber Status Report. A historical monthly analysis of the weighted average customer life in substantially the form of Exhibit C. The report will include to the extent reasonably determinable, at a minimum, the prior twenty four (24) months gross Federal Lifeline, CA Lifeline Program, Affordable Connectivity Program benefit and/or Emergency Broadband Benefit subscriber additions by month (each months’ gross program additions, a “Subscriber Cohort”), the gross number of program subscriber disconnects by month, the ending number of program subscribers served by Purchaser by month, the number of subscribers disconnecting each month for each historical month and the remaining number of subscribers at the end of the most recent month by Subscriber Cohort. The report should also include, or, if not included in the original source documentation, be modified to include (i) customer account, (ii) customer activation date and (iii) customer disconnect date. In addition, a copy of Purchaser’s bank statement or documentary evidence as agreed to by Seller and Purchaser to substantiate the prior months’ remittance of reimbursement subsidy monies from the CA public utilities commission and USAC.

(b) Data and financial requests if requested by Seller within the scope of the Seller monitoring subscriber activations and performance through all USAC, CPUC, ACP, State Funding and EBB programs along with the financial condition of Purchaser to the extent requested by Seller in its reasonable discretion, and provided such requests are not overly burdensome on Purchaser, including, but not limited to:

(i) Copies of all reimbursement forms and backup materials of monthly filings as requested by Seller;

(ii) Bank statements of Purchaser;

(iii) Detailed airtime invoices; and

(iv) Marketing and fulfillment costs associated with Purchaser’s scope of business.

7.3 Compliance with Laws. Comply with all Applicable Laws (including the Communications Laws) with respect to the Collateral or any part thereof or to the operation of its business, the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

7.4 Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively its business according to current business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement) or which disposal could not reasonably be expected to have a Material Adverse Effect, including all licenses necessary for its business, and take all actions necessary to enforce and protect the validity of any intellectual property right, including with respect to the licenses, except where failure to take action would not reasonably be expected to have a Material Adverse Effect; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees prior to delinquency and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof.

7.5 Books and Records. Keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs (including accruals for taxes, assessments, levies and claims, allowances against doubtful Receivables and accruals for depreciation, obsolescence or amortization of assets), all in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by Purchaser. However, Purchaser shall cause to be presented on its financial statements the outstanding future amounts to be paid by Purchaser under the remaining installment sales contracts with any unamortized markup remaining (which shall be amortized over 12 months equally) shown as a contra-account.

7.6 Inspection; Seller Meeting. At any time during regular business hours and as often as reasonably requested upon reasonable notice (but not more often than twice in a calendar year unless an Event of Default exists), at Purchaser’s cost, Purchaser will permit Seller, or any employee, or any third party lender providing financing to Seller, or representative thereof, to examine, audit and make copies and abstracts from such Purchaser’s records and books of account and to visit and inspect the properties of Parent and its Subsidiaries (subject to the rights of third parties, such as landlords and other tenants), including, but not limited to, an annual collateral field audit on such Purchaser’s accounts receivable and inventory, and to discuss its affairs, finances and accounts with any of its officers, key employees, and accountants and, upon reasonable written request, furnish promptly to Seller true copies of all financial information and internal management reports made available to the board of directors (or equivalent governing body) of Purchaser (or any committee thereof), other than information

and reports that involve the attorney-client privilege, such annual collateral field audit to be conducted in coordination and as part of the annual collateral audit.

7.7 Collateral Access Agreements. Purchaser shall, with respect to each lease entered into, renewed or extended following the Effective Date for leased property (a) where books and records are stored or located, or (b) the loss of which would reasonably be expected to have a Material Adverse Effect use commercially reasonable efforts obtain a collateral access agreement from the lessor of such leased property in connection with entering, renewing or extending such lease upon the written request of Seller.

7.8 Payment of Taxes. Pay, prior to delinquency, all taxes, assessments and other charges lawfully levied or assessed upon such Person, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes, except where such taxes, assessments and other charges are being contested in good faith by appropriate proceedings.

7.9 Financial Covenants. Purchaser shall cause to be maintained and, in accordance with Section 7.1(c), will deliver a compliance certificate, certifying:

(a) Total Leverage Ratio. At the end of each Fiscal Quarter, an annualized Total Leverage Ratio of no greater than 2.5:1.00;

(b) Reimbursement Claim Minimum. The amount of the reimbursement claims for which Purchaser seeks Federal Lifeline, CA Lifeline Program, tribal service subsidy reimbursements shall not be less than $900,000, measured on a monthly basis; and

(c) Minimum Liquidity. At the end of each month, Purchaser must maintain a minimum liquidity of at least $1,000,000 in cash (or cash equivalents).

7.10 Government Receivables. Take all steps necessary to protect Seller’s interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances and, deliver to Seller appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between Purchaser or any Subsidiary thereof and the United States, any state or any department, agency or instrumentality of any of them.

7.11 Revenue Account. Purchaser will maintain a Revenue Account for the benefit of Seller for all USAC and other payments for the duration of this Agreement or until all outstanding amounts due to Seller have been repaid.

VIII.

NEGATIVE COVENANTS

Parent shall not, and shall not permit and of its Subsidiaries to, until satisfaction in full of the Obligations and termination of this Agreement:

8.1 Merger, Consolidation, Acquisition and Sale of Assets.

(a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or equity interests of any Person or permit any other Person to consolidate with or merge with it.

(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) the sale of inventory in the ordinary course of business and (ii) the disposition or transfer of obsolete and worn-out equipment in the ordinary course of business during any fiscal year having an aggregate fair market value of not more than $250,000 and only to the extent that the proceeds of any such disposition are used to (A) acquire equipment used or useful in the ordinary course of business of Parent and its Subsidiaries or (B) repay the Installment Sale Contract Balance and any associated interest, charges and fees promptly after receipt thereof and (iii) any other sales or dispositions expressly permitted by this Agreement.

8.2 Creation of Liens. Create or suffer to exist any lien or transfer upon or against any of its property or assets now owned or hereafter created or acquired, except for Permitted Liens, as otherwise provided for herein or permitted under this Agreement.

8.3 Guarantees. Become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Seller) except (a) guarantees made by Purchaser in favor of Parent or its Subsidiary as a condition to a license, (b) the endorsement of checks in the ordinary course of business,

8.4 Investments. Purchase or acquire obligations or equity interests of, or any other investment or interest in, any Person other than investments expressly permitted under this Agreement, unless mutually agreed to by the parties hereto.

8.5 Loans. Make advances, loans or extensions of credit to any Person, including any shareholder, Subsidiary or Affiliate, except (a) loans to Subsidiaries in an aggregate amount of $25,000, and (b) extensions of commercial trade credit in connection with the sale of inventory in the ordinary course of business not to exceed, in the aggregate, $250,000 at any time outstanding.

8.6 Capital Expenditures/Leases. Contract for, purchase or make any expenditure or commitments for capital expenditures or any capital lease for any capital expenditure in any fiscal year in an aggregate amount for Purchaser in excess of $2,000,000.

8.7 Indebtedness. Create, incur, assume or suffer to exist any indebtedness other than Permitted Indebtedness.

8.8 Nature of Business. Substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the ordinary course of business for assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

8.9 Transactions with Affiliates. Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (a) transactions by Purchaser or any Subsidiary thereof which are not expressly prohibited by the terms of this Agreement and which are in the ordinary course of business; (b) transactions disclosed to Seller in writing, which are in the ordinary course of business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate; and (c) payments permitted pursuant to the terms of the Seller Transaction Documents.

8.10 Leases. Enter as lessee into any lease arrangement for real or personal property (unless capitalized and permitted under Section 8.6) if after giving effect thereto, aggregate annual rental payments for all leased property would exceed $1,500,000 in any one (1) fiscal year in the aggregate for Purchaser.

8.11 Pledge of Credit. Now or hereafter pledge Seller’s credit on any purchases, commitments or contracts or for any purpose whatsoever or use any portion of the Installment Sale Credit for any business other than Purchaser’s business operations conducted on the Effective Date, including the purchase of Devices for the purpose of providing CA Lifeline Program service to its CA Lifeline Program eligible customers.

8.12 Amendment of Organizational Documents. (a) Change its legal name, employer identification number or state organizational number, (b) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (c) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one (1) jurisdiction, or (d) otherwise amend, modify or waive any term or material provision of its organizational documents unless required by Applicable Law, in any such case without (x) giving at least thirty (30) days’ prior written notice (or such shorter period agreed to by Seller in its sole discretion) of such intended change to Seller, (y) having received from Seller confirmation that Seller has taken all steps reasonably necessary for Seller to continue the perfection of and protect the enforceability and priority of its liens in the Devices and in any other assets in which Seller has a lien pursuant to the Seller Transaction Documents and (z) in any case under clause (d), having received the prior written consent of Seller.

8.13 Prepayment of Indebtedness. At any time, directly or indirectly, prepay any indebtedness (other than to the Senior Lender or to the Seller, in each case, only as permitted under the Senior Lender Subordination Agreement), or repurchase, redeem, retire or otherwise acquire any indebtedness of Parent or any of its Subsidiaries other than as expressly permitted herein.

IX.

CONDITIONS PRECEDENT

9.1 Conditions to Extensions of Installment Sale Credit. The agreement of Seller to make Installment Sales to Purchaser requested to be made after the Effective Date is subject to the satisfaction, or waiver by Seller, immediately prior to or concurrently with the making of such any Installment Sales subject to this Agreement, of the following conditions precedent:

(a) Transaction Documents. Seller shall have received each of the executed Seller Transaction Documents.

(b) Closing Certificate. Seller shall have received a closing certificate signed by the Chief Executive Officer of Parent dated as of the date hereof, stating that, among other things, (i) all representations and warranties set forth in this Agreement and the Seller Transaction Documents are true and correct in all material respects on and as of such date, and (ii) on such date no Event of Default has occurred or is continuing;

(c) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Seller to be filed, registered or recorded in order to create, in favor of Seller, a perfected first priority security interest in or lien upon the assets of Purchaser, and shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Seller shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing,

registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(d) Secretary’s Certificates, Authorizing Resolutions and Good Standings of Purchaser. Seller shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of Purchaser in form and substance reasonably satisfactory to Seller dated as of the Effective Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Seller, of the board of directors (or other equivalent governing body, member or partner) of Purchaser authorizing (x) the execution, delivery and performance of this Agreement and the Seller Transaction Documents to which Purchaser is a party, and (y) the granting by Purchaser to the Seller of the security interests in and liens upon certain Collateral to secure all of the Obligations (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate), (ii) the incumbency and signature of the officers of Purchaser authorized to execute this Agreement and the Seller Transaction Documents (as applicable), (iii) copies of the organizational documents of Purchaser as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of Purchaser in its jurisdiction of organization and each applicable jurisdiction where the conduct of Purchaser’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each such jurisdiction;

(e) Litigation. Except as detailed in Parent’s SEC filings: (i) no litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against Purchaser or against the officers or directors Purchaser (A) in connection with this Agreement, the Seller Transaction Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Seller, is deemed to have a Material Adverse Effect, or (B) which could, in the reasonable opinion of Seller, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to Purchaser or the conduct of their businesses or inconsistent with the due consummation of the transactions contemplated by this Agreement and the Seller Transaction Documents shall have been issued by any Governmental Body;

(f) Fees. Seller shall have received all currently due fees payable to Seller on or prior to the Effective Date hereunder, including pursuant to Article III;

(g) Financial Statements. Seller shall have received a copy of the Pro Forma Financial Statements and the financial statements described in Section 6.5, in each case, satisfactory in all respects to Seller;

(h) Insurance. Seller may reasonably require Purchaser to carry adequate trade credit insurance and cause Seller to be named as loss payee (with a lender’s loss payable endorsement) with thirty (30) days’ notice to be given Seller by the insurance carrier prior to cancellation or modification of such trade credit insurance coverage. To the extent Purchaser is named as loss payee on any insurance policies, Purchaser will assign such policies for the benefit of Seller. Purchaser shall cause to be delivered to Seller the insurance policies therefor or, in the alternative, evidence of insurance and at least thirty (30) business days prior to the expiration of any such insurance, additional policies or duplicates thereof or, in the alternative, evidence of insurance evidencing the renewal of such insurance and payment of the premiums therefor. Purchaser shall direct all insurers that in the event of any loss thereunder or the cancellation of any insurance policy, the insurers shall make payments of such loss and pay all returned or unearned premiums directly to Seller and not to Purchaser. In the event of any loss, Purchaser will give Seller immediate notice thereof. Seller is granted a power of attorney by Purchaser with full power of substitution to file any proof of loss on Purchaser’s or Seller’s name, to endorse

Purchaser’s name on any check, draft or other instrument evidencing insurance proceeds, and to take any action or sign any document to pursue any insurance loss claim. Such power being coupled with an interest is irrevocable. In the event of any loss, Seller, at its option, may (a) retain and apply all or any part of the insurance proceeds to reduce, in such order and amounts as Seller may elect, the Obligations, or (b) disburse all or any part of such insurance proceeds to or for the benefit of Purchaser for the purpose of repairing or replacing Collateral after receiving proof satisfactory to Seller of such repair or replacement, in either case without waiving or impairing the Obligations or any provision of this Agreement. Any deficiency thereon shall be paid by Purchaser to Seller upon demand. Purchaser shall not obtain any insurance without having Seller named as loss payee (with lender loss payable endorsement) or additional insured thereon;

(i) Adverse Material Change. (i) Since September 30, 2023, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made, or information supplied to Seller shall have been proven to be inaccurate or misleading in any material respect;

(j) Compliance with Laws. Seller shall be reasonably satisfied Purchaser is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws; and

(k) Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the Seller Transaction Documents shall be reasonably satisfactory in form and substance to Seller and its counsel.

9.2 Conditions to Each Installment Sale. The agreement of Seller to make any Installment Sale under each Installment Sale Contract requested to be made on any date is subject to the satisfaction of the following conditions precedent unless waived by Seller as of the date the Installment Sale Credit for such Installment Sale is made:

(a) Representations and Warranties. Each of the representations and warranties made by Purchaser in or pursuant to this Agreement, the Seller Transaction Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Seller Transaction Documents or any related agreement shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier or specified date);

(b) No Default. No Event of Default shall have occurred and be continuing on such date, or would exist after giving effect to the Installment Sale requested to be made, on such date; provided, however, that Seller, in its sole discretion, may continue to make Installment Sales notwithstanding the existence of an Event of Default and that any Installment Sales so made shall not be deemed a waiver of any such Event of Default;

(c) Purchase Order. Seller shall have received and acknowledged a valid Purchase Order in accordance with the terms hereof;

(d) Maximum Aggregate Open Installment Sale Contract Amount. Maximum aggregate open installment sale contract amounts shall be limited to an amount that is equal to the Installment Sale

Credit Amount less the Aggregate Open Installment Sale Contract Balance, including unpaid interest, charges and fees accrued on such Aggregate Open Installment Sale Contract Balance. Each request for an Installment Sale by Purchaser hereunder shall constitute a representation and warranty by Purchaser as of the date of such request that the conditions contained in this Section 9.2 shall have been satisfied;

(e) Seller has a reasonable expectation that the Affordable Connectivity Program will continue for the next 12 months;

(f) The Weighted-Average Life of Subscribers shall be on trend for greater than four (4) months for the 6 months preceding the date of the submission of the Purchase Order relating to the applicable Installment Sale;

(g) The total amount owed under all outstanding Installment Sale Contracts after giving effect to a requested Installment Sale shall not exceed the product of (1) the number of ACP, Federal Lifeline, plus CA PUC activations over the previous three months, multiplied by 100;

(h) New activations, as calculated by total number of ACP subscribers, Federal Lifeline Subscribers, plus CA PUC activations, shall not have decreased quarter over quarter by more than 25%.

EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall constitute an “Event of Default:”

10.1 Nonpayment. Failure by Purchaser to pay when due any amounts due pursuant to a validly issued and received Installment Sale Contract and associated Purchase Order and such failure to pay which continues for five (5) days after the date when due;

10.2 Breach of Representation. Any material representation or warranty made or deemed made by Purchaser or any of its Subsidiaries in this Agreement, any Seller Transaction Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made and such failure shall have resulted in Material Adverse Effect;

10.3 Financial Information. Failure by Purchaser to (a) furnish financial information when due or within the time permitted when requested in accordance with the terms hereof and such failure shall continue for period fifteen (15) days after the date when due, or (b) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;

10.4 Judicial Actions. Issuance of a notice of lien, levy, assessment, injunction or attachment (a) against any Purchaser’s assets, other than the liens granted pursuant to the Seller Transaction Documents or (b) against a material portion of Purchaser’s other property which is not stayed or lifted within thirty (30) days;

10.5 Noncompliance. Except as provided for in Sections 10.1, 10.3, and 10.6(b), (a) failure or neglect of Purchaser to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Seller Transaction Document or any other agreement or arrangement, now or hereafter entered into between Purchaser and Seller, or (b) failure or neglect of Purchaser to perform, keep or observe any term, provision, condition or covenant, contained in this Agreement, which is not cured within thirty (30) days after notice from Seller of such failure or neglect;

10.6 Judgments. Any (a) judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against Purchaser for an amount, individually or in the aggregate, in excess of $3,000,000 or against Purchaser for an amount, individually or in the aggregate, in excess of $3,000,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of Purchaser to enforce any such judgment, or (ii) such judgment shall remain undischarged for a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect;

10.7 Bankruptcy. Purchaser, any Subsidiary or Affiliate of Purchaser shall (a) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (b) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (c) make a general assignment for the benefit of creditors, (d) commence a voluntary case under any state or federal bankruptcy or receivership laws (as now or hereafter in effect), (e) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (f) file a petition seeking to take advantage of any other law providing for the relief of debtors, (g) acquiesce to, or fail to have dismissed, within sixty (60) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (h) take any action for the purpose of effecting any of the foregoing;

10.8 Material Adverse Effect. The occurrence of any event or development which could reasonably be expected to have a Material Adverse Effect and such event or development is not cured (if capable of cure) within fifteen (15) business days of the occurrence of such event or development;

10.9 Change of Control. Any Change of Control shall occur;

10.10 Invalidity. Any provision of this Agreement or any Seller Transaction Document shall, for any reason, cease to be valid and binding on Purchaser, and such Party shall so claim in writing to Seller or Purchaser challenges the validity of or its liability under this Agreement or any Seller Transaction Document;

10.11 Seizures. Devices having an aggregate value in excess of $250,000 on which Seller has a lien pursuant to the Seller Transaction Documents shall be seized, subject to garnishment or taken by a Governmental Body; or

10.12 Lifeline Program Defaults. The revocation of or other failure of Purchaser to maintain its designation as an ETC.

XI.

SELLER’S RIGHTS AND REMEDIES AFTER DEFAULT

11.1 Rights and Remedies.

(a) Upon the occurrence of an Event of Default, (i) all Obligations shall be immediately due and payable and this Agreement and the obligation of Seller to extend Installment Sale Credit or make Installment Sales shall be deemed terminated, and (ii) any obligation of Seller to extend Installment Sale Credit or make Installment Sales hereunder shall be suspended until such time as such Event of Default is cured. Upon the occurrence of any Event of Default, Seller shall have the right to exercise any and all rights and remedies provided for herein, under the Seller Transaction Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any collateral or any other assets on which Seller has a lien pursuant to the Seller Transaction Documents by any available judicial procedure or to take possession of and sell any or all of the Collateral or any other assets on

which Seller has a lien pursuant to the Seller Transaction Documents with or without judicial process. Seller may enter any of Purchaser’s premises or other premises without legal process and without incurring liability to Purchaser therefor, except with respect to damage caused by the gross negligence or willful misconduct of Seller or its representatives, and Seller may thereupon, or at any time thereafter, in its discretion without notice or demand, take any Devices and remove the same to such place as Seller may deem advisable and Seller may require Purchaser to make the Devices available to Seller at a convenient place. Seller may sell the Devices, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Seller may elect. Seller shall give Purchaser reasonable notification of such sale or sales; it being agreed that in all events written notice mailed to Purchaser at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Seller may bid (including credit bid) for and become the purchaser, and Seller or any other purchaser at any such sale thereafter shall hold the Devices sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by Purchaser. In connection with the exercise of the foregoing remedies, including the sale of Devices, Seller is granted a perpetual non-revocable, royalty free, nonexclusive license and Seller is granted permission to use all of Purchaser’s intellectual property which is used or useful in connection with the Devices for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Devices.

(b) To the extent that Applicable Law imposes duties on Seller to exercise remedies in a commercially reasonable manner, Purchaser acknowledges and agrees that it is not commercially unreasonable for Seller: (i) to fail to incur expenses reasonably deemed significant by Seller to prepare Devices for disposition; (ii) to fail to obtain third party consents for access to Devices to be disposed of, or to obtain or, if not required by other law, to fail to obtain Governmental Body or other third party consents for the collection or disposition of the Devices to be collected or disposed of; (iii) to fail to exercise collection remedies against Persons obligated on the Devices or to remove liens on or any adverse claims against the Devices; (iv) to exercise collection remedies against Persons obligated on the Devices directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of the Devices through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as Purchaser, for expressions of interest in acquiring all or any portion of such Devices; (vii) to hire one or more professional auctioneers to assist in the disposition of the Devices; (viii) to dispose of the Devices by utilizing internet sites that provide for the auction of assets of the types included in the Devices or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Seller against risks of loss, collection or disposition of the Devices or to provide to Seller a guaranteed return from the collection or disposition of the Devices; or (xii) to the extent deemed appropriate by Seller, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Seller in the collection or disposition of any of the Devices. Purchaser acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by Seller would not be commercially unreasonable in Seller’s exercise of remedies against the Devices and that other actions or omissions by Seller shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b) Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to Purchaser or to impose any duties on Seller that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

11.2 Seller’s Discretion. Seller shall have the right in its sole discretion to determine which rights, liens, security interests or remedies Seller may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Devices

and in what order, thereto and such determination will not in any way modify or affect any of Seller’s rights hereunder as against Purchaser or each other.

11.3 Setoff. In addition to any other rights which Seller may have under Applicable Law, upon the occurrence of an Event of Default hereunder, Seller shall have a right, immediately and without notice of any kind, to apply Purchaser’s property held by Seller or any of their Affiliates to reduce the Obligations and to exercise any and all rights of setoff which may be available to Seller.

11.4 Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5 Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Seller on account of the Obligations, or in respect of the Devices may, at Seller’s discretion, be paid over or delivered as follows:

FIRST, to payment of any fees owed to Seller;

SECOND, to the payment of all Obligations arising under this Agreement which shall have become due and payable (hereunder, under the Seller Transaction Documents or otherwise) and not repaid pursuant to clause “FIRST;”

and

THIRD, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

XII.

WAIVERS AND JUDICIAL PROCEEDINGS

12.1 Waiver of Notice. To the extent permitted by Applicable Law, Purchaser hereby waives notice of non-payment of any of the receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of Installment Sales made, credit extended, collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2 Delay. No delay or omission on Seller’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any default or Event of Default.

12.3 Jury Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT, ANY SELLER TRANSACTION DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY SELLER TRANSACTION DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED

HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII.

MISCELLANEOUS

13.1 Governing Law. This Agreement and each Seller Transaction Document (unless and except to the extent expressly provided otherwise in any such Seller Transaction Document), and all matters relating hereto or thereto or arising here from or therefrom (whether arising under contract law, tort law or otherwise) shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. Any judicial proceeding brought by or against Purchaser with respect to any of the Obligations, this Agreement, the Seller Transaction Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, Purchaser accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Purchaser hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to such Purchaser at its address set forth in Section 13.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Seller to bring proceedings against Purchaser in the courts of any other jurisdiction. Purchaser waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Purchaser waives the right to remove any judicial proceeding brought against such Purchaser in any state court to any federal court. Any judicial proceeding by Purchaser against Seller involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.

13.2 Entire Understanding.

(a) This Agreement and the documents executed concurrently herewith contain the entire understanding between Purchaser and Seller and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing, signed by Purchaser’s and Seller’s respective officers. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Purchaser acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Seller Transaction Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b) Seller and Purchaser may, subject to the provisions of this Section 13.2(b), from time to time enter into written supplemental agreements to this Agreement or the Seller Transaction Documents executed by such Purchaser, for the purpose of adding or deleting any provisions or otherwise changing, varying

or waiving in any manner the rights of Seller or such Purchaser thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements.

13.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller and their respective successors and assigns, except that neither Seller (other than as provided in Section 13.18) nor Purchaser may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

13.4 Application of Payments. Seller shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds from the sale of Devices, to any portion of the Obligations. To the extent that Purchaser makes a payment or Seller receives any payment or proceeds of the Devices for such Purchaser’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Seller.

13.5 Indemnity. Purchaser shall defend, protect, indemnify, pay and save harmless Seller and each of its officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) (collectively, “Claims”) which may be imposed on, incurred by, or asserted against any Indemnified Party (except to the extent that it is finally judicially determined to have resulted from the gross negligence or willful misconduct of an Indemnified Party) in arising out of or in any way relating to or as a consequence, direct or indirect, of: (a) this Agreement, the Seller Transaction Documents, the Installment Sale Credit and other Obligations or the transactions contemplated hereby, (b) any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with or relating to the negotiation, execution, delivery or administration of the Agreement and the Seller Transaction Documents, (c) Purchaser’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Seller Transaction Documents, (d) the enforcement of any of the rights and remedies of Seller under the Agreement and the Seller Transaction Documents, (e) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by Purchaser or any Affiliate or Subsidiary thereof, and (f) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Seller Transaction Documents, whether or not Seller is a party thereto.

13.6 Notice. Any notice or request hereunder may be given to Purchaser or to Seller at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 13.6. Any notice, request, demand, direction or other communication (for purposes of this Section 13.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Purchaser is directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 13.6) in accordance with this Section 13.6 Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 13.6 or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this

Section 13.6 Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next business day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before 12:00 pm Central Standard Time on such next business day);

(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e) In the case of electronic transmission, when actually received;

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 13.6; and

(g) If given by any other means (including by overnight courier of national reputation), when actually received.

If to Seller at:

ACP Financing VII Limited Liability Company

106 Cartwheel Bend

Austin, TX 78734

Attention: William F. Pettinati, Jr.

Telephone: (281) 650-6367

E-mail: billp@acpfinance.net

with a copy to (which shall not constitute Notice):

Kelley Drye & Warren LLP

333 West Wacker Drive

Suite 2600

Chicago, IL 60606

Attention: Timothy R. Lavender

Telephone (312) 857-2630

E-mail: tlavender@kelleydrye.com

If to Purchaser:

KonaTel, LLC and IM Telecom, LLC

500 North Central Expressway

Suite 202

Plano, TX 75074

Attention: D. Sean McEwen, Charles D. Griffin, B. Todd Murcer

Email: sean@konatel.com, cgriffin@konatel.com, tmurcer@konatel.com

with a copy to (which shall not constitute Notice):

Kutak Rock LLP

1801 California Street

Suite 3000

Denver, CO 80202

Attention: Stephen J. Ismert

Email: stephen.ismert@kutakrock.com

13.7 Survival. The obligations of Purchaser under Sections 4.6 and Section 13.5 of this Agreement shall survive termination of this Agreement and the Seller Transaction Documents and payment in full of the Obligations.

13.8 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

13.9 Expenses. Purchaser shall pay (a) all reasonable out-of-pocket expenses incurred by Seller and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Seller) in connection with the enforcement or protection of its rights (i) in connection with this Agreement and the Seller Transaction Documents, including its rights under Section 13.5 or (ii) in connection with the Installment Sale Credit made available hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Installment Sale Credit.

13.10 Injunctive Relief. Purchaser recognizes that, in the event such Purchaser fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Seller; therefore, Seller, if Seller so requests and to the extent permitted by Applicable Law, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

13.11 Consequential Damages. Neither Seller, nor any attorney for Seller, shall be liable to Purchaser (or any Affiliate) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Seller Transaction Document.

13.12 Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

13.13 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile

or electronic transmission (including email transmission of a .pdf image) shall be deemed to be an original signature hereto.

13.14 Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

13.15 Confidentiality; Sharing Information. Seller shall hold all non-public information obtained by Seller, pursuant to the requirements of this Agreement in accordance with Seller’s, customary procedures for handling confidential information of this nature; provided, however, Seller may disclose such confidential information (a) to its Affiliates, outside auditors, counsel and other professional advisors who have a need to know such information, and (b) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further, that (i) unless specifically prohibited by Applicable Law, Seller shall use its reasonable best efforts prior to disclosure thereof, to notify Purchaser of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof or (B) pursuant to legal process and (ii) in no event shall Seller be obligated to return any materials furnished by Purchaser.

13.16 Publicity. Purchaser hereby authorizes Seller to make appropriate announcements of the financial arrangement entered into between Purchaser and Seller, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Seller, provided that Purchaser approves such announcements prior to their release or publication.

13.17 Amendments. This Agreement may be amended only upon the written agreement of the Parties to be bound thereby.

13.18 Assignment. This Agreement and all rights and responsibilities may be assigned to an Affiliate of the Seller; provided, however, in no event shall the originally named Seller be relieved of any of its obligations hereunder.

13.19 Senior Lender Subordination Agreement. Notwithstanding anything herein to the contrary, the terms of this Agreement are subject to the provisions of the Senior Lender Subordination Agreement. In the event of any conflict between the terms of the Senior Lender Subordination Agreement and this Agreement, the terms of the Senior Lender Subordination Agreement shall control.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Installment Sale Agreement to be effective as of the Effective Date.

ACP Financing VII Limited Liability Company, a
Texas limited liability company, as Seller,

By: Horizon Capital LLC, a Texas limited liability company


By:	/s/ William F. Pettinati, Jr.

	Name: William F. Pettinati, Jr.

	Title: Manager

[Signature Page to Installment Sale Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Installment Sale Agreement to be effective as of the Effective Date.

PURCHASER:

KonaTel, Inc.,
a Delaware corporation


By:	/s/ Charles D. Griffin
	Name: Charles D. Griffin
	Title: President



IM Telecom, LLC,
an Oklahoma limited liability company


By:	/s/ Charles D. Griffin
	Name: Charles D. Griffin
	Title: President

[Signature Page to Installment Sale Agreement]

EXHIBIT A

FORM OF PURCHASE ORDER

[See attached]

EXHIBIT B

New Inventory Purchases

EXHIBIT C

Maximum Amount of Credit Calculation

To following is the calculation of the Maximum Amount of Credit as of a determination date:

	Amount (US$)
Accounts Receivable, eighty percent (80%) of the trailing three (3) months accounts receivable
combination orders, $450 multiplied by the average of the trailing three (3) months customer activations
CALL/ACP activations, $300 multiplied by the average of the trailing three (3) months customer activations
MD Combo, $750 multiplied by the average of the trailing three (3) months customer activations
KT Combo, $525 multiplied by the average of the trailing three (3) months customer activations
Tribal Combo, $1,400 multiplied by the average of the trailing three (3) months customer activations
Tribal Affordable Connectivity Program activations, $900 multiplied by the average of the trailing three (3) months customer activations
Affordable Connectivity Program SIM, $225 multiplied by the average of the trailing three (3) months customer activations
TOTAL:

Exhibit 10.2

INTERCREDITOR AND SUBORDINATION AGREEMENT

This Intercreditor and Subordination Agreement (this “Agreement”), dated as of December 18, 2023, is entered into by and among CCUR Holdings, Inc., a Delaware corporation as the Collateral Agent under the Senior Credit Agreement (as defined below) (the “Lender”), and ACP Financing VII, Limited Liability Company, a Texas limited liability company, as Seller under the Installment Sale Agreement (as defined below) (in such capacity, the “Subordinated Creditor” or “ACP”).

RECITALS:

WHEREAS, each of IM Telecom LLC an Oklahoma limited liability company (“Infiniti”) and KonaTel Inc, a Delaware corporation (“Parent”; and together with Infiniti, individually, a “Borrower” and collectively, the “Borrowers”), pursuant to the Senior Credit Agreement, the Senior Secured Parties provide certain credit facilities and certain other financial accommodations to the Borrowers;

WHEREAS, concurrent with the entering of the Installment Sale Agreement between Subordinated Creditor, Borrower, Parent and certain other parties thereto are party to that certain Installment Sale Agreement, dated as of December 18, 2023 (the “Installment Sale Agreement”), which Installment Sale Agreement shall provide installment sale credit for the purchase of inventory and certain other financial accommodations to Infiniti; and

WHEREAS, each of the Lender and Subordinated Creditor are entering into this Agreement to induce (i) Senior Lender and the Senior Secured Parties under the Senior Credit Agreement to (a) consent to Infiniti and Parent entering into the Installment Sale Agreement and (b) continue to extend credit and certain other financial accommodations to Borrowers under the Senior Credit Agreement and the other Senior Documents.

NOW THEREFORE, in consideration of the premises and any loan or other credit extension now or hereafter made by Lender or any other Senior Secured Party to or for the benefit of Borrowers or the other Obligors, or made by to or for the benefit of the Subordinated Creditor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions; Etc. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Senior Credit Agreement. In addition to the terms defined elsewhere herein, the following terms shall have the following respective meanings:

“ACP” shall have the meaning ascribed to it in the preamble.

“Collateral” means the “Collateral” as defined in the Senior Credit Agreement and any Senior Document or any other assets of any Obligor with respect to which a Lien is granted or purported to be granted or required to be granted pursuant to a Senior Document as security for any Senior Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of Senior Lender or any Senior Secured Party.

“Collection Action” means (a) to declare due and payable, demand, sue for, take or receive from or on behalf of any one or more of the Obligors, by payment (in cash, property, by setoff or otherwise), set off or in any other manner, the whole or any part of any moneys that may now or hereafter be owing by any one or more of the Obligors with respect to the Subordinated Debt, (b) to initiate or participate with others in any Proceeding against any one or more of the Obligors to (i) enforce payment of or to collect the whole or any part of the Subordinated Debt or (ii) enforce any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to any of the Subordinated Debt Documents, (c) to accelerate any Subordinated Debt, (d) to exercise any put or similar option with respect to any Subordinated Debt or to cause any one or more of the Obligors to honor any redemption or mandatory prepayment obligation under any of the Subordinated Debt Documents, (e) to take as collateral security for the Subordinated Debt, or to take any action to enforce, any Lien upon any assets or property of any one or more of the Obligors, to take possession or control of any such assets or property or to exercise any right or remedy with respect to any such assets or property (including exercising voting rights in respect of equity interests comprising Collateral), (f) to commence (or join with another Person in commencing) any Proceeding to facilitate the actions described in clause (e), or (g) to file (or join with others in filing in the absence of joinder by Senior Lender and each Senior Secured Party, including the filing of any petition), commence or join (unless Senior Lender and each Senior Secured Party shall have joined or shall concurrently join therein) any Proceeding.

“Code” means the United States Bankruptcy Code, as amended from time to time.

“DIP Financing” shall have the meaning ascribed to it in Section 4(d) below.

“Distribution” means, with respect to any indebtedness or obligation, (a) any payment or distribution of cash, securities or other property, by set-off or otherwise, on account of such indebtedness or obligation, (b) any redemption, purchase or other acquisition of such indebtedness or obligation by any Obligor or (c) the granting of any lien or security interest to or for the benefit of the holders of such indebtedness or obligation in or upon any property.

“Exercise Period” shall have the meaning ascribed to it in Section 19(a) below.

“Hedging Obligations” shall have the meaning set forth in the definition of Senior Debt.

“Installment Sale Agreement” shall have the meaning ascribed to it in the Recitals.

“Junior Adequate Protection Liens” shall have the meaning ascribed to it in Section 4(f) below.

“Letter of Credit Obligations” shall have the meaning set forth in the definition of Senior Debt.

“Lien” means the “Lien” as defined in the Senior Credit Agreement.

“Obligors” means the Loan Parties, each other Person which has granted a security interest pursuant to any Senior Document to secure any Senior Obligations, each other Person which has granted a security interest pursuant to any Subordinated Debt Document to secure any Subordinated Obligations, each other Person which has guaranteed all or any portion of the Senior Obligations, and, each other Person which has guaranteed all or any portion of the Subordinated Obligations.

“Paid in Full” means, with respect to the Senior Debt, such time when (a) the aggregate amount of all Senior Debt (including, all Hedging Obligations) has been paid in full in cash (or other consideration acceptable to Senior Lender in its sole discretion); provided that Hedging Obligations or Letter of Credit Obligations shall have been cash collateralized in the amounts required under the Senior Documents, and Senior Lender and each Senior Secured Party has received satisfactory indemnity for items such as bounced checks and other matters that may arise after termination of the Senior Documents, except for contingent indemnification obligations to the extent no claim giving rise thereto has been asserted or, in the reasonable opinion of Senior Lender, is likely to be asserted. For the avoidance of doubt such unasserted contingent indemnification claims shall not include (i) Hedging Obligations, (ii) principal, interest and fees, and (iii) each Obligor’s contingent obligation to reimburse Senior Lender and each Senior Secured Party for any drawing under or other amounts due with respect to a letter of credit, and (b) all commitments and obligations of Senior Lender and each Senior Secured Party to make Loans, issue letters of credit, interest rate or other swaps or other extensions of credit or financial accommodations under the Senior Documents have been terminated.

“Permitted Payments” means (a) regularly scheduled monthly payments pursuant to the terms of the Subordinated Debt Documents (or as amended in accordance with Section 10(b) of this Agreement) (b) any interest, charges or other fees accruing on the aforementioned payments and (c) the issuance of Reorganization Subordinated Securities.

“Pre-Closing Period” shall have the meaning ascribed to it in Section 19(b) below.

“Proceeding” means any receivership, conservatorship, general meeting of creditors, insolvency, restructuring or case filed under the Code, assignment for the benefit of creditors or any proceeding or action by or against any one or more of the Obligors for any relief under the Code, any insolvency law or other laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, dissolution, liquidation, compositions or extensions, or the appointment of any receiver, intervenor or conservator of, or trustee, or similar officer for, any one or more of the Obligors or any substantial part of its or their respective properties or assets, including, without limitation, proceedings under the Code, or under other federal, state or local statute, laws, rules and regulations, all whether now or hereafter in effect.

“Purchase Notice” shall have the meaning ascribed to it in Section 19(a) below.

“Reorganization Subordinated Securities” means any debt or equity securities of any Obligor that are distributed to the Subordinated Creditor in respect of the Subordinated Debt pursuant to a confirmed plan of reorganization or adjustment and that (a) are subordinated in right of payment to the Senior Debt (or any debt or equity securities issued in substitution of all or any portion of the Senior Debt) to at least the same extent as the Subordinated Debt is subordinated to the Senior Debt, (b) do not have the benefit of any obligation of any person (whether as issuer, guarantor or otherwise) unless the Senior Debt has at least

the same benefit of the obligation of such person and (c) do not have any terms, and are not subject to or entitled to the benefit of any agreement or instrument that has terms, that are more burdensome to the issuer of or other obligor on such debt or equity securities than are the terms of the Senior Debt.

“Secured Claim” means a “secured claim” within the meaning of such term in Section 506(a) of the Code (as presently in effect).

“Senior Adequate Protection Liens” shall have the meaning ascribed to it in Section 4(f) below.

“Senior Covenant Default” means any “Event of Default” under the Senior Documents (other than a Senior Payment Default).

“Senior Credit Agreement” means, collectively, that certain Note Purchase Agreement, dated as of June 14, 2022, by and among Borrowers, and the Lender parties thereto from time to time, as amended, restated, renewed, supplemented or otherwise modified as of the date hereof, and as from time to time amended, restated, renewed, supplemented or otherwise modified from time to time from and after the date hereof at the option of the parties thereto subject to the restrictions thereon contained herein, and any successor to or replacement or refinancing of such agreement with respect to the credit facilities evidenced thereby by any Senior Secured Party, Senior Lender or any other lender or group of lenders, as each such successor or replacement may from time to time be entered into, amended, renewed, supplemented or otherwise modified subject to the restrictions thereon contained herein, including any loan or credit agreement or order authorizing or documenting debtor in possession financing by Senior Lender or any Senior Secured Party or such other lenders in a Proceeding.

“Senior Debt” means, collectively, but without duplication, all existing and future (a) Obligations (as defined in the Senior Credit Agreement), and all principal of the Notes (as defined in the Senior Credit Agreement) and of any DIP Financing, interest on the foregoing (including interest that accrues after the commencement of a Proceeding of any Obligor, whether or not allowed or allowable as a claim in any such Proceeding), and other extensions of credit under the Senior Documents, including DIP Financing in a Proceeding by Senior Lender, any Senior Secured Party or any other lender or group of lenders including Senior Lender, (b) bankers acceptances, interest rate swap, cap, floor or collar agreements, overdraft and similar obligations arising in connection with cash management services, obligations arising under any treasury management agreement, currency agreements, currency spot, foreign exchange and forward contracts or similar arrangements or agreements providing for the transfer or mitigation of interest or currency risks either generally or under specific contingencies (collectively, “Hedging Obligations”), and (c) any and all other costs, fees, indemnifications, damage claims, expenses (including, without limitation, fees and expenses of attorneys, consultants and advisors) and other amounts payable by any one or more of the Obligors under the Senior Documents.

“Senior Default” shall mean any Senior Payment Default or Senior Covenant Default.

“Senior Default Notice” shall mean a written notice from Senior Lender to Subordinated Creditor, with a copy sent to the Loan Parties in accordance with the Senior Credit Agreement, pursuant to which Subordinated Creditor is notified of the occurrence of a Senior Default, which notice incorporates a reasonably detailed description of such Senior Default and states that it is a “Senior Default Notice” within the meaning of this Agreement that is intended to commence a payment blockage period under this Agreement.

“Senior Documents” means, collectively, the Senior Credit Agreement, the Guarantee and Security

Agreement, each swap contract relating to a Hedging Obligation, and each and every note, instrument, security agreement, pledge agreement, guaranty agreement, mortgage, deed of trust, indemnity deed of trust, loan agreement, hypothecation agreement, indemnity agreement, letter of credit, letter of credit application, assignment, bankers acceptance, interest rate swap, cap, floor or collar agreement, overdraft obligation, currency agreement, currency spot, foreign exchange and forward contract or similar arrangement or agreements providing for the transfer or mitigation of interest or currency risks either generally or under specific contingencies, or any other document (whether similar or dissimilar to any of the foregoing) heretofore, now or hereafter executed and delivered by any one or more of the Obligors or any other Person, singly or jointly with such Person or Persons, in connection with the Senior Debt or to or for the benefit of Senior Lender or any Senior Secured Party, all as originally executed and as amended, modified, restated, extended, renewed, refinanced or replaced from time to time, and any agreements, documents and instruments entered into in connection with a refunding, refinancing, or replacement of all or any Senior Debt, whether by the same or any other group of lenders, as such agreements may be amended, modified, restated, renewed, refinanced or replaced or otherwise modified from time to time in accordance with terms of this Agreement.

“Senior Payment Default” means any “Event of Default” under the Senior Documents resulting from the failure of Borrower to pay, when due or declared due, any principal, interest, fees or other obligations under the Senior Documents, including, without limitation, any default in payment of Senior Debt after acceleration thereof.

“Senior Secured Parties” means the “Collateral Agent” as defined in the Senior Credit Agreement.

“Subordinated Creditor” has the meaning ascribed to it in the preamble of this Agreement.

“Subordinated Debt” means, collectively, all indebtedness owed by one (1) or more of the Obligors to the Subordinated Creditor, whether now existing or hereafter created or acquired, including, without limitation, all principal, interest and premium (if any), expenses, fees and other amounts owing under the Subordinated Debt Documents.

“Subordinated Debt Default” means a default in the payment of the Subordinated Debt or in the performance of any term, covenant or condition contained in the Subordinated Debt Documents or any other occurrence permitting the Subordinated Creditor to accelerate the payment of, put or cause the redemption of all or any portion of the Subordinated Debt.

“Subordinated Debt Default Notice” means a written notice from Subordinated Creditor to Senior Lender pursuant to which Senior Lender is notified of the occurrence of a Subordinated Debt Default, which notice incorporates a reasonably detailed description of the Subordinated Debt Default.

“Subordinated Debt Documents” means, collectively, (a) the Installment Sale Agreement and all Purchase Orders (as defined in the Installment Sale Agreement) issued by Infiniti to the Subordinated Creditor for the purchase of inventory and (b) all other documents, agreements and instruments entered into by any of the parties to any of the foregoing in replacement of or connection therewith, in each case as originally executed and as amended, modified, extended, renewed, refinanced or replaced from time to time in accordance with the terms of this Agreement.

2. Subordination.

(a) All Subordinated Debt is hereby made expressly subordinate and junior to all Senior Debt to the extent and in the manner set forth in this Agreement, and Subordinated Creditor hereby subordinates to Senior Lender and the Senior Secured Parties any security interest or Lien that Subordinated Creditor may have or may acquire in any property of any of the Obligors and agrees not to take any Collection Action except as provided in this Agreement, in each case until such Senior Debt is Paid in Full. The payment by any one or more of the Obligors of any and all Subordinated Debt shall be subordinate and subject in priority and right of payment, to the extent and in the manner hereinafter set forth, to the Senior Debt until such Senior Debt is Paid in Full.

(b) The Senior Creditors and the Subordinated Creditor agree that it is their intention that, although the Liens securing their respective claims are separate and distinct, the Collateral securing the Senior Obligations and the Subordinated Obligations be identical. Until all Senior Debt shall have been Paid In Full, (i) the Subordinated Creditor agrees that it shall not acquire or hold any Lien on any property of any Obligor (or any subsidiary thereof) or any other Person to secure any Subordinated Debt which property is not also subject to the Lien of the Senior Secured Parties under the Senior Debt Documents, and (ii) each Obligor agrees not to grant any Lien on any of its property, or permit any of its subsidiaries or any other Person to grant a Lien on any of its property in favor of the Subordinated Creditor unless it, or such subsidiary, has granted a similar Lien on such Property in favor of the Senior Secured Parties under the Senior Debt Documents. If the Subordinated Creditor shall nonetheless acquire any Lien on any property to secure the Subordinated Debt, which property is not also subject to a Lien in favor of the Senior Secured Parties to secure the Senior Debt, then Subordinated Creditor shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Subordinated Debt Document, also hold and be deemed to have held such Lien for the benefit of the Senior Secured Parties as security for the Senior Debt subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover hereunder to the extent otherwise required hereunder (subject to the priorities set forth herein).

3. Payment Limitations.

(a) Subordinated Creditor hereby agrees Subordinated Creditor will not, directly or indirectly ask, demand, sue for, take or receive from any Obligor, and each Obligor party hereto hereby agrees that it shall not remit, make or pay, directly or indirectly, in each case by setoff or in any other manner (whether in cash, property, securities or other form), the whole or any part of any of the Subordinated Debt (whether such amounts represent principal or interest, or obligations that are due or not due, direct or indirect, absolute or contingent) or any payment (whether of principal, interest or any other obligation) or other Distribution on the Subordinated Debt, including, without limitation, the taking of any negotiable instruments evidencing any of the Subordinated Debt, but excluding the accrual (but not payment) of default interest of up to fifteen percent (15%) per annum charged during the continuance of a Subordinated Debt Default on the Subordinated Debt, and the issuance of Reorganization Subordinated Securities. Notwithstanding the foregoing sentence, the Obligors may make and Subordinated Creditor may accept and retain, except as provided in Section 4, Permitted Payments, unless, at the time of and after giving effect to, such Permitted Payment:

(i) Subordinated Creditor shall have received a Senior Default Notice from Senior Lender stating that a Senior Payment Default exists and such Senior Payment Default shall not have been cured or waived; or

(ii) subject to paragraph (d) of this Section 3, (A) any Loan Party including Subordinated Creditor shall have received a Senior Default Notice from Senior Lender stating that

a Senior Covenant Default exists, (B) each such Senior Covenant Default shall not have been cured or waived and (C) thirty (30) days shall not have elapsed since the date such Senior Default Notice was received by Subordinated Creditor; or

(iii) the commencement of a Proceeding has occurred, in which case the provisions of Section 4 hereof shall apply.

(b) The Obligors may resume Permitted Payments (and may make any Permitted Payments missed due to the application of paragraph (a) of this Section 3) in respect of the Subordinated Debt or any judgment with respect thereto:

(i) in the case of a Senior Payment Default referred to in clause (i) of paragraph (a) this Section 3, upon a waiver thereof; or

(ii) in the case of a Senior Covenant Default referred to in clause (ii) of paragraph (a) of this Section 3, upon the earlier to occur of (A) the cure or waiver of all such Senior Covenant Defaults or (B) the expiration of such period of one hundred fifty (150) days.

(c) No Senior Default shall be deemed to have been waived for purposes of this Section 3 unless and until the Obligors shall have received a written waiver from Senior Lender.

(d) Notwithstanding any provision of this Section 3 to the contrary:

(i) the Obligors shall not be prohibited from making, and Subordinated Creditor shall not be prohibited from receiving Permitted Payments under clause (ii) of paragraph (a) of this Section 3 based on a Senior Default Notice solely referring to one or more Senior Covenant Defaults for more than an aggregate of one hundred fifty (150) days within any period of 360 consecutive days;

(ii) no Senior Covenant Default existing on the date any Senior Default Notice is given pursuant to clause (ii) of paragraph (a) of this Section 3 shall be used as a basis for any subsequent Senior Default Notice; provided that a violation of the same covenant as of a later date shall constitute a separate and distinct Senior Covenant Default;

(iii) no more than five (5) Senior Default Notices in the aggregate solely in respect of Senior Covenant Defaults may be issued during the term of this Agreement; and

(iv) the failure of the Obligors to make any Distribution with respect to the Subordinated Debt by reason of the operation of this Section 3 shall not prevent the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents; provided that no Collection Action may be taken by Subordinated Creditor except as provided in this Agreement.

For the avoidance of doubt, delivery to Subordinated Creditor of a copy of the notice given by Senior Lender to any Obligor regarding (a) the occurrence of any Default or Event of Default under the Senior Documents (including any demand for payment of the Senior Debt following any such Default or Event of Default), (b) the acceleration of all or any portion of the Senior Debt, and (c) the assignment of all or any portion of the Senior Debt (together with the name and address of the assignee) shall not, unless expressly stated therein, be deemed to be a Senior Default Notice or to commence a payment blockage period.

4. Proceedings. In the event of any Proceeding:

(a) All Senior Debt shall first be Paid in Full before any Distribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt.

(b) Any Distribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lender (to be held and/or applied by Senior Lender in accordance with the terms of the Senior Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lender.

(c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action, objection or other proceeding challenging the enforceability, validity, extent, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. Senior Lender, individually and on behalf of the Senior Secured Parties, agrees not to initiate, prosecute or participate in any claim, action, objection or other proceeding challenging the enforceability, validity, extent, perfection or priority of the Subordinated Debt.

(d) Subordinated Creditor, in their respective capacity as the holders of a Secured Claim, agrees that Senior Lender may consent to the use of cash collateral or provide (or consent to any other Person providing) financing to any Obligor or trustee (in each case, “DIP Financing”) on such terms and conditions and in such amounts as Senior Lender, in its sole discretion, may decide and, in connection therewith, each Obligor (or trustee) may grant to Senior Lender (or such other Person providing financing), liens and security interests upon all of its property, which liens and security interests (I) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Secured Parties (or such other Persons providing financing) during the Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of any Obligor. If Senior Lender is granted adequate protection in the form of additional or replacement Collateral, Subordinated Creditor may seek adequate protection in the form of a Junior Adequate Protection Lien in accordance with Section 4(e) below, and neither Senior Lender nor any Senior Secured Party will object to or oppose the granting of such lien to Subordinated Creditor (provided that any failure of Subordinated Creditor to obtain such adequate protection shall not impair or otherwise affect the agreements, undertakings and consents of Subordinated Creditor pursuant to this Section 4(d)). In addition, Subordinated Creditor agree that they will not object to or oppose, and will consent to, a sale or other disposition of any property securing all or any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Code or any other provision of the Code if Senior Lender has consented to such sale or disposition; provided, that Subordinated Creditor shall have the right to object to the further use of the net proceeds of such sale or other disposition unless such net proceeds are applied to reduce the amount of Senior Debt outstanding or any applicable carve-outs and payments of other obligations senior in priority to the Subordinated Debt. Subordinated Creditor shall not, directly or indirectly, seek to provide any financing in any Proceeding secured by liens equal or senior to the liens securing the Senior Debt without Senior Lender’s prior written consent. Any claim of Subordinated Creditor arising during a Proceeding shall constitute Subordinated Debt under this Agreement. Subordinated Creditor waives any claim they may now or hereafter have arising out of Senior Lender’s election, in any Proceeding instituted under the Code, of the application of Section 1111(b) (2) of the Code, the agreement of Senior Lender to

any “carve-out” or the consent by Senior Lender to any borrowing or grant of a security interest under Section 364 of the Code by any Obligor, as debtor in possession. Subordinated Creditor, in their capacity as the holders of a Secured Claim, agree not to (1) assert any rights under Sections 362, 363 or 364 of the Code with respect to the Collateral, including any rights they may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding (except with respect to a Junior Adequate Protection Lien authorized by this section), (2) oppose or object to any adequate protection sought by or granted to Senior Lender or any Senior Secured Party with respect to the Collateral, (3) initiate or prosecute or join with any other Person to initiate or prosecute any claim, action, objection or other Proceeding opposing a motion by Senior Lender or any Senior Secured Party to lift the automatic stay, (4) seek the dismissal or conversion of a Proceeding, (5) seek the appointment of a trustee, receiver or examiner in a Proceeding, or (6) seek to have the automatic stay of Section 362 of the Code (or any similar stay under any other applicable law) lifted or modified with respect to the Collateral.

(e) Notwithstanding anything in Section 4(d) to the contrary but subject to the other express provisions of this Agreement, in any Proceeding involving any Obligor, Subordinated Creditor may exercise rights and remedies generally available to holders of unsecured claims against such Obligor and otherwise in accordance with the Subordinated Debt Documents, as applicable, and applicable law to the extent not otherwise inconsistent with this Agreement. In furtherance of the foregoing, Subordinated Creditor shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under either the Code or applicable non-bankruptcy law, in each case if not otherwise inconsistent with this Agreement, including any right to object to the sale or use of property under Section 363 of the Code and/or any financing under Section 364 of the Code solely to the extent such objection could be asserted by the holder of an unsecured claim against any Obligor; provided, however, that in the exercise of such rights or interests, Subordinated Creditor shall not vote in favor of any plan of reorganization, or file any objection or other pleading, so as to (i) contest the validity of the Senior Debt or any Lien securing the Senior Debt, (ii) contest the rights of Senior Lender or any Senior Secured Party established in any Senior Document or the enforceability of any of the Senior Documents, (iii) contest the priority position of Senior Lender or each Senior Secured Party over Subordinated Creditor in the Collateral created by this Agreement or otherwise contest the obligations of Subordinated Creditor, (iv) otherwise provide for any terms that conflict with the terms of this Agreement unless Senior Lender and all Senior Secured Parties have approved such plan in writing (including, without limitation, objecting to the sale or use of property under Section 363 of the Code and/or any financing under Section 364 of the Code to the extent that Subordinated Creditor, in their capacity as secured creditors, are prohibited from doing so under Section 4(d) of this Agreement), or (v) take any position or action available only to a secured creditor or otherwise vote their claims in a manner, including any such position, action or vote which would have directly or indirectly any of the following effects: (1) effecting a cram-down of the Senior Debt over the rejection of the Senior Lender or Senior Secured Parties, (2) blocking current payment of any obligation in respect of Senior Debt, or (3) opposing or objecting to any sale or lease of any Collateral and/or sale of any Equity Interests that has been consented to by the holders of Senior Debt.

(f) Notwithstanding the foregoing provisions in Section 4(d), in any Proceeding, if Senior Lender is granted any “replacement liens” as adequate protection for its interest in the Collateral (“Senior Adequate Protection Liens”), Subordinated Creditor may seek (and Senior Lender shall not oppose) adequate protection of its interests in the Collateral, in the form of (i) replacement liens on the additional collateral subject to the Senior Adequate Protection Liens (the “Junior Adequate Protection Liens”), which Junior Adequate Protection Liens, if granted, will be subordinate to all liens securing the Senior Debt (including, without limitation, the Senior Adequate Protection Liens and any “carve-out” agreed to by Senior Lender) and any liens securing debtor-in-possession financing provided by Senior

Lender and Senior Secured Parties or by any other Person with the consent of Senior Lender and Senior Secured Parties on the same basis as the other liens securing the Subordinated Debt are so subordinated under this Agreement and (ii) superpriority claims under Section 507(b) of the Code (it being agreed and understood that any such claim under Section 507(b) of the Code shall constitute Subordinated Debt under this Agreement); provided, in all cases that Subordinated Creditor shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Code, in any stipulation and/or order granting such adequate protection, that any such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such junior superpriority claims.

(g) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Senior Lender in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Lender its Lender and attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to ten (10) days before the expiration of the time to file any such proof of claim; provided, that Senior Lender shall have no obligation to execute, verify, deliver, and/or file, and no authority to vote, any such proof of claim.

(h) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lender, Senior Secured Parties, and Subordinated Creditor to the extent expressly provided herein even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

(i) The parties acknowledge and agree that (i) the claims and interests of Senior Lender and Senior Secured Parties under the Senior Documents are substantially different from the claims and interests of Subordinated Creditor under the Subordinated Debt Documents and (ii) such claims and interests should be treated as separate classes for purposes of Section 1122 of the Code. It is acknowledged and agreed that this Agreement shall constitute a “subordination agreement” within the meaning of Section 510(a) of the Code.

(j) Subordinated Creditor shall not oppose or seek to challenge any claim by Senior Lender or any Senior Secured Party for allowance in any Proceeding of Senior Debt consisting of post-petition interest to the extent of the value of the Lien of Senior Lender on behalf of the Senior Secured Parties on the Collateral or any other Senior Secured Party’s Lien, without regard to the existence of the Liens of Subordinated Creditor on the Collateral.

5. Subordinated Debt Standstill Provisions.

(a) Until the Senior Debt is Paid in Full, Subordinated Creditor shall not, without the prior written consent of Senior Lender, take any Collection Action with respect to the Subordinated Debt until the earliest to occur of the following and in any event no earlier than ten (10) days after Senior Lender’s receipt of written notice of Subordinated Creditor’s intention to take any such Collection Action:

(i) acceleration of all or any portion of the Senior Debt; provided, however, if, within sixty (60) days after any such acceleration of the Senior Debt, such acceleration is rescinded, then any acceleration of the Subordinated Debt shall also be deemed automatically

rescinded and any Collection Action commenced by Subordinated Creditor shall also be immediately discontinued;

(ii) the passage of one hundred fifty (150) days from the delivery of a Subordinated Debt Default Notice to Senior Lender if any Subordinated Debt Default described therein shall not have been cured or waived within such period so long as, at least 10 days prior to the date on which Subordinated Creditor intends to take such Collection Action, Senior Lender have received written notice from Subordinated Creditor (which notice may be given prior to the end of such one hundred fifty (150) day period) of Subordinated Creditor’s intention to take such Collection Action; provided that (A) if a Subordinated Default which is the subject of any such notice has been cured or waived within such one hundred fifty (150) day period, the applicable notice shall be deemed automatically rescinded and shall have no further force or effect and any acceleration in respect of such Subordinated Default shall be deemed automatically rescinded and any Collection Action commenced by Subordinated Creditor and Subordinated Creditor shall also be immediately discontinued, and (B) a Subordinated Default which, to the actual knowledge of Subordinated Creditor, exists at or prior to the giving of any such notice may not serve as the basis for a subsequent notice by Subordinated Creditor under this clause (ii); or

(iii) a Proceeding involving any Obligor (other than any such Proceeding initiated by Subordinated Creditor).

(b) Notwithstanding anything to the contrary contained in this Agreement or in any of the Subordinated Debt Documents, until the Senior Debt has been Paid in Full, Subordinated Creditor shall not, without the prior written consent of Senior Lender, take any Collection Action with respect to the Collateral or any property or assets of any Obligor securing the Subordinated Debt or take any Collection Action with respect to the Collateral if the Senior Lender has commenced and is diligently pursuing the collection of the Senior Debt and the enforcement or liquidation of the Collateral securing the Senior Debt; provided, that this sentence shall not be construed to limit or impair in any way the right of Subordinated Creditor to: (1) bid for, or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any Person other than the Subordinated Creditor, so long as the Senior Debt is Paid in Full with the proceeds of such bid or a higher competing bid at such foreclosure, (2) join (but not control) any foreclosure or other judicial lien enforcement Proceeding with respect to the Collateral initiated by Senior Lender for the sole purpose of creating, perfecting, preserving or protecting such Subordinated Creditor’s security interest in the Collateral, (3) receive any remaining proceeds of Collateral after the Senior Debt has been Paid in Full, (4) file a claim, proof of claim or statement of interest with respect to all or any of the Subordinated Debt in any Proceeding, (5) file any responsive or defensive pleadings in opposition to any motion, claim, adversary Proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor relating to the Subordinated Debt, in each case in accordance with the terms of this Agreement, (6) file any financing statement or amendment necessary to perfect or continue the perfection of the subordinated security interests of Subordinated Creditor, and (7) vote on any plan of reorganization, make other filings and make any arguments and motions in any Proceeding as authorized by Section 4 above.

(c) Without limiting the provisions of Section 2, Section 3, or Section 4 above, (i) until the Senior Debt has been Paid in Full, all Distributions or other proceeds of Collection Actions and/or any Collateral obtained by Subordinated Creditor (other than Reorganization Subordinated Securities) shall in any event be held in trust by it for the benefit of Senior Lender and promptly be paid or delivered to Senior Lender in the form received, (ii) subject to the proviso to Section 5(b), if any disposition of any Collateral or any assets of any Obligor is permitted under the terms of the Senior Documents or is

consented to by Senior Lender, in each case that results in the release of the security interests and liens securing the Senior Debt, Subordinated Creditor shall be deemed to have consented under the Subordinated Documents to such disposition free and clear of any security interests and liens securing the Subordinated Debt (excluding any portion of the proceeds of such Collateral remaining after the Payment in Full of the Senior Debt) and to have waived the provisions of the Subordinated Documents to the extent necessary to permit such disposition, and (iii) until the Senior Debt has been Paid in Full, neither Senior Lender nor any Senior Secured Party shall have any obligation whatsoever to account for, allocate or deliver to Subordinated Creditor any proceeds or distributions received by Senior Lender or such Senior Secured Party as a result thereof.

(d) In the event any purchaser at a UCC sale or any other exercise of lender remedies, or any lender (or such lender’s affiliates) to whom Subordinated Creditor’s rights have been pledged obtains title to the rights of Subordinated Creditor under the Subordinated Debt Documents, Senior Lender hereby acknowledges and agrees that any such transfer shall not constitute a breach or default under the Senior Documents, provided such purchaser or lender (or lender affiliate) shall comply with each of the terms and conditions set forth in this Agreement as they apply to Subordinated Creditor as if such purchaser were the Subordinated Creditor, and such purchaser shall be deemed to have joined to this Agreement and assumed the obligations of the Subordinated Creditor hereunder.

6. Payments in Contravention of this Agreement; Subrogation. Any payment made by any one or more of the Obligors and received by Subordinated Creditor in violation of any provision of this Agreement shall be held in trust by Subordinated Creditor for Senior Lender and the Senior Secured Parties and shall be promptly delivered, in kind, to Senior Lender to the extent necessary to pay in full all Senior Debt in accordance with its terms. Upon all Senior Debt being Paid in Full, Subordinated Creditor shall be subrogated to all rights of Senior Lender and each Senior Secured Party to receive all further payments or distributions applicable to the Senior Debt until the Subordinated Debt shall have been paid in full but only to the extent of payments on the Subordinated Debt paid to Senior Lender and any Senior Secured Party pursuant to this Agreement and subject to the terms of any other subordination or comparable agreement applicable to the Subordinated Debt. For purposes of Subordinated Creditor’s subrogation rights hereunder, payments to Senior Lender and any Senior Secured Party with respect to the Senior Debt that Subordinated Creditor would have been entitled to receive with respect to the Subordinated Debt but for the provisions of this Agreement shall not, as between any Obligor, its creditors (other than Senior Lender and any Senior Secured Party), Subordinated Creditor, be deemed payments with respect to the Senior Debt, but rather shall be deemed payments with respect to the Subordinated Debt, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Senior Debt, on the one hand, and the holders of the Subordinated Debt, on the other hand.

7. Concerning Collateral in Control or Possession.

(a) In the event that Subordinated Creditor takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any certificated securities or other Collateral for purposes of perfecting its liens and security interests therein, Subordinated Creditor shall promptly deliver same to Senior Lender, for the benefit of itself and the Senior Secured Parties, and, prior to such delivery, be deemed to be holding such Collateral also as representative for the Senior Lender and the Senior Secured Parties, solely for purposes of perfection of Senior Lender’s liens and security interests under the UCC; provided that Subordinated Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Senior Lender or Senior Secured Parties. It is understood and agreed that this Section 7(a) is intended solely to assure continuous perfection of the liens and security interests granted under the Senior Documents, and nothing in this Section 7(a) shall be

deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of Subordinated Creditor under this Section 7(a) shall be mechanical and administrative in nature, and Subordinated Creditor shall not have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the Senior Lender or Senior Secured Parties. Senior Lender, Subordinated Creditor, and the Loan Parties shall use commercially reasonable efforts to enter into, following the Closing Date, three-party control agreements with Lender covering any new deposit accounts of the Loan Parties that are established at any bank prior to or following the Closing Date (the “DACAs”), which shall be in form and substance reasonably satisfactory to Subordinated Creditor and Senior Lender. Following the execution and delivery of the New DACAs, Subordinated Creditor shall use commercially reasonable efforts to cooperate in the termination of the deposit account control agreements in place on the Closing Date (excluding any New DACAs).

(b) In the event that Senior Lender takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any certificated securities or other Collateral for purposes of perfecting its liens and security interests therein, Senior Lender shall be deemed to be holding such certificated securities or other Collateral also as representative for the Subordinated Creditor, solely for purposes of perfection of their liens and security interests under the UCC; provided that Senior Lender shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Subordinated Creditor. Promptly following the Senior Debt being Paid in Full, Senior Lender shall, upon the request of Subordinated Creditor, deliver the remainder of the Collateral, if any, in its possession to Subordinated Creditor or its designee (except as may otherwise be required by applicable law or court order). It is understood and agreed that this Section 7(b) is intended solely to assure continuous perfection of the liens and security interests granted under the Subordinated Debt Documents, and nothing in this Section 7(b) shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of Senior Lender under this Section 7(b) shall be mechanical and administrative in nature, and Senior Lender shall not have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the Subordinated Creditor.

8. Financing Statements. By the execution of this Agreement, Subordinated Creditor hereby authorizes Senior Lender to amend any financing statements filed by or on behalf of Subordinated Creditor against any Obligor as follows: “In accordance with a certain Intercreditor and Subordination Agreement by and among the Secured Party, the Debtor and Lender, the Secured Party has subordinated any security interest or lien that Secured Party may have in any property of the Debtor to the security interest of Lender, in all assets of the Debtor, notwithstanding the respective dates of attachment or perfection of the security interest of the Secured Party and Lender.”

9. Cumulative Rights; No Waivers; Termination. Each and every right, remedy and power granted to Senior Lender and any Senior Secured Party hereunder shall be cumulative and in addition to any other right, remedy or power specifically granted in this Agreement, or any Senior Document or now or hereafter existing in equity, at law, by virtue of statute or otherwise, and may be exercised by Senior Lender and any Senior Secured Party, as applicable, from time to time, concurrently or independently and as often and in such order as Senior Lender and any Senior Secured Party, as applicable, may deem expedient. Any failure or delay on the part of Senior Lender or any Senior Secured Party in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect the rights of Senior Lender or any Senior Secured Party thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power, and no such failure, delay, abandonment or single or partial exercise of the rights of Senior Lender or any Senior Secured Party hereunder shall be deemed to establish a custom or course of dealing or performance among the parties

hereto. This Agreement is of a continuing nature, and it shall continue in force until all the Senior Debt is Paid in Full and thereafter as provided in Section 11.

10. Amendments.

(a) Modifications to Senior Documents. Senior Lender and Senior Secured Parties may at any time and from time to time without the consent of or notice to Subordinated Creditor without incurring liability to Subordinated Creditor and without impairing or releasing the obligations of Subordinated Creditor under this Agreement, change any of the terms of, renew, extend, change the manner, time, place and terms of payment of, sell, exchange, release, increase, substitute, surrender, realize upon, modify, waive, alter, grant indulgences with respect to and otherwise deal with in any manner: all or any Senior Debt, all or any of the Senior Documents; all or any part of any Collateral or other property at any time securing all or any Senior Debt; or any Person at any time primarily or secondarily liable for all or any Senior Debt and/or any Collateral therefor, all as if this Agreement and any interest that Subordinated Creditor has in such property did not exist; provided that, without the prior written consent of Subordinated Creditor, Senior Lender and Senior Secured Parties shall not agree to any amendment modification or supplement to, or waiver or departure from, the Senior Documents the effect of which is to (a) increase the principal amount of the Senior Debt (other than in connection with the accrual or incurrence of any interest, fees, indemnities, costs or expenses) to an amount in excess of one hundred fifteen percent (115%) of the principal amount of the Obligations under the Senior Loan Documents as of the date hereof ,(b) increase the interest rate, unused line fee or letter of credit fee with respect to the Senior Debt by more than 300 basis points (except as a result of a change in the prime rate or other index set forth in the Senior Credit Agreement for the calculation of same), except in connection with the imposition of a default rate of interest and/or letter of credit fees of up to an additional five percent (5.0%) per annum in accordance with the terms of the Senior Documents, (c) extend the final maturity date of the Senior Debt (beyond the final maturity date of the Subordinated Debt), (d) add or make more restrictive any default or any covenant with respect to the Senior Debt or make any more restrictive change to any default or covenant, unless each applicable Obligor offers to make a corresponding amendment to the applicable Subordinated Debt Documents, (e) prohibit or restrict the payment of principal of, interest on, or other amounts payable with respect to, the Subordinated Debt in a manner that is more restrictive than the prohibitions and restrictions currently contained in the Senior Credit Agreement, or (f) subordinate the Senior Debt to any other indebtedness, except for DIP Financing, and Permitted Liens (as defined in the Senior Credit Agreement) and indebtedness secured by such Permitted Liens.

(b) Modifications to Subordinated Debt Documents. Until the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, Subordinated Creditor shall not, without the prior written consent of Senior Lender, agree to any amendment, modification or supplement to the Subordinated Debt Documents the effect of which is to (a) increase the Installment Sale Credit Amount or rate of interest on any of the Subordinated Debt, other than the imposition and accrual, but not payment in cash, of a default rate of interest of no more than fifteen percent (15%) of any amounts owed, including interest, charges and fees, according to the Subordinated Debt Documents (as in effect on the date hereof), (b) accelerate the amortization of any portion of the Subordinated Debt from the amortization currently set forth in the Subordinated Loan Agreement as in effect on the date hereof, (c) decrease the Installment Sale Period applicable to any contemporaneous Installment Sale to less than six (6) months, (d) add or make more restrictive any default, event of default or any covenant with respect to the Subordinated Debt or make any change to any default or any covenant which would have the effect of making such default or covenant more restrictive than currently set forth in the Installment Sale Agreement; provided, that if the Senior Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive any existing

covenants or events of default applicable to the Obligors, then Subordinated Creditor may, without the prior written consent of Senior Lender, amend the Subordinated Debt Documents to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each such case, any applicable cushion is maintained (determined on a percentage basis based on the relevant levels under the Senior Documents and the Subordinated Debt Documents on the date hereof), (e) change any redemption, put or prepayment provisions of the Subordinated Debt, (f) alter the subordination provisions with respect to the Subordinated Debt, including, without limitation, subordinating the Subordinated Debt to any other indebtedness, (g) take or perfect any liens or security interests in any assets of any Obligor or any other obligor on the Subordinated Debt or any other Person unless Senior Lender, on behalf of itself and the other Senior Secured Parties, also has a lien and security interest on such assets, (h) cause any Person to be obligated, whether primarily, secondarily or otherwise, on the Subordinated Debt other than the Obligors, unless such Person also becomes so obligated on the Senior Debt, (i) subordinate the Subordinated Debt to any other indebtedness except as provided herein, or (j) change or amend any other term of the Installment Sale Agreement if such change or amendment would (1) result in a Default or Event of Default under the Senior Credit Agreement or any other Senior Document, (2) increase the obligation of any Obligor, or (3) confer additional material rights on Subordinated Creditor or otherwise be in any manner adverse to Senior Lender, any Senior Secured Party, or any Obligor, other than, in any case, as a result of an amendment permitted under clause (c) of this Section 10(b). In the event any purchaser at a UCC sale obtains title to the rights of Subordinated Creditor under the Subordinated Debt Documents, or such purchaser agrees to comply with the terms and conditions set forth in this Section 10(b) as they relate to any amendment, modification, or supplement to the Subordinated Debt Documents.

11. Payment Set Aside. If, after receipt of any payment or application of the proceeds of any Collateral to payment of all or any Senior Debt, Senior Lender or any Senior Secured Party is compelled to surrender or voluntarily surrenders such payment or proceeds to any Person, because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, declared to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible setoff, diversion of trust funds, or any other void or voidable transfer or payment, or because of any settlement or compromise of such claim, then this Agreement shall be reinstated and shall continue to be in full force and effect, as if such payment or proceeds had not been received by Senior Lender or such Senior Secured Party, notwithstanding any revocation thereof, or the surrender of any promissory note, or the return or cancellation of any instrument or document relating to the Senior Credit Agreement or any Senior Document. Without limiting the generality of the foregoing, the Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of the Senior Debt, on the one hand, and the holders of the Subordinated Debt, on the other hand, even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided or disallowed in connection with any such Proceedings and the provisions hereof shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of the Senior Debt or any Lender, designee or nominee of such holder. This Section 11 shall survive the termination of this Agreement.

12. Waivers.

(a) Subordinated Creditor expressly waives all notice of the acceptance by Senior Lender or any Senior Secured Party of the subordination and other provisions of this Agreement and all other notices whatsoever not specifically required pursuant to the terms of this Agreement, and expressly waives reliance by Senior Lender and any Senior Secured Party upon the subordination and other agreements as herein provided. Subordinated Creditor agrees that Senior Lender and each Senior Secured

Party has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of any Senior Document, or the collectability of any Senior Debt. Senior Lender and each Senior Secured Party shall be entitled to manage and supervise its loans to and affairs with any one or more of the Obligors in accordance with applicable law and its usual practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of any rights that Subordinated Creditor may now or hereafter have in or to any of the assets of any one or more of the Obligors.

(b) Subordinated Creditor hereby waives, to the extent permitted by applicable law, any rights which any of them may have to object to, enjoin or otherwise obtain a judicial or administrative order preventing Senior Lender or any Senior Secured Party from taking, or refraining from taking, any action with respect to all or any part of the Collateral (including, without limitation, actions with respect to the creation, perfection or continuation of Liens in the Collateral and other security for the Senior Debt, actions with respect to the occurrence of any Default or Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Senior Debt from any account debtor, guarantor or other party), with respect to any of the Senior Documents or any other agreement related thereto, or the exercise of one or more rights or remedies thereunder, or with respect to the collection of the Senior Debt or the valuation, use, protection or release of the Collateral and/or other security for the Senior Debt, the failure to enforce or collect any Senior Debt or Senior Document or exercise any rights or remedies thereunder or under applicable law. Subordinated Creditor agrees that Subordinated Creditor shall not demand, request, plead or otherwise claim the benefit of, any marshaling, foreclosure, appraisement, valuation or any other right contemplated at law or in equity (whether or not relating to notice, diligence, presentment, demand, protest, setoff, reliance, defense, counterclaim or election) that may otherwise be available to Subordinated Creditor with respect to Senior Lender or any Senior Secured Party or any of their rights and remedies with respect to the Collateral. Without limitation of the foregoing, Subordinated Creditor hereby agrees (a) Subordinated Creditor has no right to direct or object to the manner in which Senior Lender or any Senior Secured Party applies proceeds of the Collateral resulting from the exercise by Senior Lender or any Senior Secured Party of rights and remedies under the Senior Documents to the Senior Debt and (b) that none of Senior Lender or any Senior Secured Party has assumed any obligation to act as an agent or in any other representative capacity for Subordinated Creditor with respect to the Collateral except as expressly set forth below. In exercising rights and remedies with respect to the Collateral, Senior Lender and Senior Secured Parties may enforce the provisions of the Senior Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of commercial reasonableness. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the Uniform Commercial Code, Senior Lender shall give Subordinated Creditor such notice of such sale as may be required by the applicable Uniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice.

13. Information; Application of Payments. Subordinated Creditor hereby assumes responsibility for keeping itself informed of the financial condition of each of the Obligors and of all other circumstances bearing upon the risk of nonpayment of the Senior Debt and/or the Subordinated Debt that diligent inquiry would reveal, and Subordinated Creditor hereby agrees that Senior Lender and each Senior Secured Party shall have no duty to advise Subordinated Creditor of information known to them regarding such condition or any such circumstances. In the event Senior Lender or any Senior Secured Party, in its sole discretion, undertakes, at any time or from time to time, to provide any such information to

Subordinated Creditor, Senior Lender and such Senior Secured Party shall be under no obligation (a) to provide any such information to Subordinated Creditor on any subsequent occasion, (b) to undertake any investigation or (c) to disclose any information that Senior Lender or such Senior Secured Party wishes to maintain as confidential. Subordinated Creditor hereby (i) agrees that all payments received by Senior Lender or any Senior Secured Party may be applied, reversed, and reapplied, in whole or in part, to any of the Senior Debt, as Senior Lender or such Senior Secured Party, in its sole discretion, deems appropriate and (ii) assents to any extension or postponement of the time of payment of the Senior Debt or to any other indulgence with respect thereto, to any substitution, exchange or release of Collateral that may at any time secure the Senior Debt and to the addition or release of any Obligor or any other party or Person primarily or secondarily liable therefor. In the event Subordinated Creditor becomes obligated to make any payment to any one or more of the Obligors, Subordinated Creditor hereby irrevocably agrees that, except as provided in Section 3 above, Subordinated Creditor shall make such payment in cash or cash equivalents in accordance with the terms of the respective agreements governing such obligations, and without setoff or counterclaim of any kind including any setoff against the Subordinated Debt.

14. No Fiduciary Relationship. Subordinated Creditor agrees that Senior Lender and each Senior Secured Party shall not be deemed or otherwise considered to be acting in any fiduciary capacity on behalf of Subordinated Creditor or the Subordinated Debt by virtue of this Agreement or otherwise.

15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Subordinated Creditor, each Obligor and their respective heirs, personal representatives, successors and assigns, and shall be binding upon and inure to the benefit of Senior Lender, Senior Secured Parties, and their respective successors and assigns. Subordinated Creditor, agrees, other than in connection with the Collateral Assignment of Installment Sale Agreement, not to sell, assign, pledge, grant a security interest in, dispose of or otherwise transfer all or any portion of any Subordinated Debt (i) without giving prior written notice of such action to Senior Lender, and (ii) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Senior Lender an agreement identical to this Agreement (but mutatis mutandis), providing for the continued subordination and forbearance of the Subordinated Debt to the Senior Debt as provided herein and for the continued effectiveness of all of the rights of Senior Lender and the Senior Secured Parties arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Subordinated Debt, and the terms of this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of Subordinated Creditor. The Obligors shall not assign any of their rights or obligations under this Agreement without the prior written consent of Senior Lender, and Subordinated Creditor. This Agreement shall also inure to the benefit of each holder of Senior Debt that exists as a result of a refinancing of Senior Debt. Upon such event, each such other holder of Senior Debt shall be deemed to be Senior Lender for all purposes hereunder.

16. Governing Law; Remedies. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES), AND ANY DISPUTE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would

ordinarily apply. The parties hereto acknowledge that the provisions of this Agreement are unique and money damages may not provide an adequate remedy for any breach thereof, and each party may seek specific performance and other equitable remedies for any breaches under this Agreement.

17. CONSENT TO JURISDICTION. SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS AGREE THAT ALL DISPUTES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, AND SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, BUT SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS WAIVE IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

18. MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO.

19. Purchase Option.

(a) Purchase Notice. Within thirty (30) days after the date (such period being an “Exercise Period”), if any of the later of (i) the occurrence of an Event of Default under either the Senior Credit Agreement or the Installment Sale Agreement and notice thereof or (ii) receipt of notice of the occurrence of an Event of Default by Senior Lender or the Subordinated Creditor, Subordinated Creditor shall each have the option to purchase from Senior Secured Parties all (but not less than all) of the Senior Debt (including any unfunded commitments) by giving a written notice (the “Purchase Notice”) to Senior Lender prior to the expiration of such Exercise Period. The Purchase Notice from Subordinated Creditor to Senior Lender shall be irrevocable. If Subordinated Creditor fails to give a Purchase Notice within an Exercise Period, its rights under this Section 19 shall be terminated with respect to the events described in the notice triggering such Exercise Period. If Subordinated Creditor provide a Purchase Notice within the Exercise Period, Subordinated Creditor’s Purchase Notice shall be effective if its purchase consummates on or before the date specified in the Purchase Notice. Such Exercise Period shall run concurrent with the standstill period described in Section 5 hereof.

(b) Purchase Option Closing. On the date specified by Subordinated Creditor in the Purchase Notice, which shall not be less than ten (10) days after the receipt of the Purchase Notice by the Senior Lender (the “Pre-Closing Period”), Senior Secured Parties shall sell to Subordinated Creditor all of the Senior Debt (including any unfunded commitments). Notwithstanding anything in this Section 19 to the contrary, none of Senior Lender or the other Senior Secured Parties shall be precluded from (i) the exercise of any rights or remedies as a secured creditor or from seeking to obtain payment directly from any account debtor of any Obligor or the exercise of dominion and control over cash collateral, accounts, instruments, chattel paper, letters of credit, deposit accounts, securities accounts, payment intangibles and supporting obligations (as those terms are defined in the Uniform Commercial Code) with respect to any

Senior Debt at any time (including during the Exercise Period or the Pre-Closing Period); provided that Senior Lender shall not, without the consent of the Subordinated Creditor, exercise any additional rights and remedies during the Pre-Closing Period other than any demand that account debtors remit such accounts directly to Senior Lender for application to the Senior Debt or the filing of motions and other documents in any Proceeding or the pursuing of other rights and remedies that, in the sole discretion of Senior Lender, are necessary to prevent the loss or impairment of such rights or the diminution of the value or collectability of the Senior Debt or Collateral for such debt during such Pre-Closing Period or (ii) selling or otherwise disposing of the Senior Debt to any other person in accordance with the terms of the Senior Documents, provided that such third party agrees to be bound by this Agreement as to any sale occurring prior to the expiration of the Exercise Period. For the purposes of any Hedging Obligations or associated swaps or agreements, Senior Lender and the other Senior Secured Parties may deem the giving of any Purchase Notice as a Default or Event of Default under the Senior Documents, and any swaps or other agreements governing Hedging Obligations. If the Subordinated Creditor fails to close on its purchase on or before the date specified in the Purchase Notice and this Section 19, subject to the penultimate sentence of Section 19(a) above, all rights of the Subordinated Creditor under this Section 19 shall terminate.

(c) Purchase Price. Such purchase and sale shall be made by execution and delivery by Subordinated Creditor, of an Assignment Agreement in form and substance reasonably satisfactory to Senior Lender. Upon the date of such purchase and sale, Subordinated Creditor, shall (i) pay to Senior Secured Parties as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, LIBOR breakage or similar breakage amounts, and all actual out-of-pocket costs and expenses (including reasonable legal fees and expenses) actually incurred by Senior Lender in enforcing the terms of the Senior Credit Documents), (ii) furnish cash collateral to Senior Lender with respect to any outstanding Letter of Credit Obligations in such amounts as are required under the Senior Documents, (iii) cash collateralize any Hedging Obligations that have not been terminated in a manner satisfactory to the applicable counterparties, (iv) agree to reimburse (or if required by Senior Lender, back by standby letters of credit or cash collateral in a manner satisfactory to Senior Lender) Senior Lender and Senior Secured Parties for any actual out-of-pocket loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any actual out-of-pocket commissions, fees, costs or expenses related to any issued and outstanding Letter of Credit Obligations under the Senior Documents and Hedging Obligations as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which Senior Lender and/or any Senior Secured Party has not yet received final payment, (v) [reserved], and (vi) use commercially reasonable efforts to obtain a customary release of Senior Lender and the Senior Secured Parties by all Obligors that are then parties to the Senior Documents of and from any further obligations under the Senior Documents and the release by the Subordinated Creditor, as applicable, of Senior Lender and the Senior Secured Parties of any further obligations under this Agreement. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of Senior Lender as Senior Lender may designate in writing to Subordinated Creditor, as applicable, for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by Subordinated Creditor, as applicable, to the bank account designated by Senior Lender are received in such bank account prior to 3:00 p.m. Eastern time and interest shall be calculated to and including such Business Day if the amounts so paid by Subordinated Creditor, as applicable, to the bank account designated by Senior Lender are received in such bank account later than 3:00 p.m. Eastern time.

(d) Nature of Sale. Such purchase of the Senior Debt shall be (i) made pursuant to agreements, documents and instruments reasonably satisfactory in form and substance to Senior Lender and the other Senior Secured Parties and the applicable purchaser of the Senior Debt (including the releases and indemnities referred to in Section 19(c)), and (ii) expressly made without any representation or

warranty of any kind by Senior Lender or Senior Secured Parties as to the Senior Debt or otherwise and without recourse to Senior Lender or Senior Secured Parties, except for representations and warranties as to the following: (A) the notional amount of the Senior Debt being purchased (including as to the principal of and accrued and unpaid interest on such Senior Debt, and fees and expenses in respect thereof, and all other amounts required to be paid in connection with the purchase of the Senior Debt), (B) that Senior Secured Parties own the Senior Debt free and clear of any liens, and (C) Senior Secured Parties have the full right and power to assign the Senior Debt and such assignment has been duly authorized by all necessary action by Senior Lender and Senior Secured Parties. Upon the consummation of the purchase option described in this Section 19, all commitments on the part of Senior Lender and Senior Secured Parties to fund loans or provide letters of credit under the Senior Credit Agreement shall be terminated and extinguished. Subordinated Creditor shall have no claim against Senior Lender or any Senior Secured Party for any remedies or actions taken by Senior Lender and Senior Secured Parties with respect to the Senior Debt or any Collateral securing such Senior Debt following the consummation of the purchase option described in this Section 19.

20. Miscellaneous. Subordinated Creditor represents and warrants that all Subordinated Debt is owing only to, and is solely owned directly and beneficially by, Subordinated Creditor free and clear of all Liens, and that Subordinated Creditor has not previously assigned any interest in any Subordinated Debt. This Agreement may be changed, modified or waived only by a writing signed by Subordinated Creditor and Senior Lender, and the Obligors to the extent bound thereby. All notices to be given under this Agreement must be in writing and shall be effective only when given at the addresses and to the attention of the Persons stated on the Address Schedule attached hereto, or at such other address or to the attention of such other Person as the recipient has designated after the date hereof in writing to the sending party. No party is obligated to give any other party any notices under this Agreement except as expressly set forth herein. Any communication or notice so addressed and mailed shall be deemed to be given (a) three (3) Business Days after deposit in the United States mails, with proper postage prepaid, (b) when sent after receipt of confirmation or answerback if sent by telecopy, or other similar facsimile transmission, (c) one (1) Business Day after deposited with a reputable overnight courier with all charges prepaid, or (d) when delivered, if hand-delivered by messenger. This Agreement may be executed and accepted in any number of counterparts, each of which shall be an original with the same effect as if the signatures were on the same instrument. The delivery of a copy of an executed counterpart of the signature page to this Agreement by telecopier or other electronic means (including by email) shall be effective as delivery of a manually executed counterpart of this Agreement. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court or governmental authority, this Agreement shall be construed as not containing such provision and the invalidity of such provision shall not affect the validity of any other provisions hereof, and any and all other provisions hereof that otherwise are lawful and valid shall remain in full force and effect. The provisions of this Agreement shall govern and control in the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any Subordinated Debt Document or any other agreement, instrument or document to which Subordinated Creditor and any one or more of the Obligors is a party. The section headings of this Agreement are for convenience only and shall have no legal effect.

[Signatures appear on next page]

IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor and Subordination Agreement as of the day and year first above written.

Senior Lender:

CCUR Holdings, Inc., a Delaware corporation, in its capacity as Senior Lender


By:	/s/ Igor Volshteyn
Name: Igor Volshteyn
Title: CEO

[Intercreditor and Subordination Agreement]

SUBORDINATED CREDITOR:

ACP Financing VII LLC, a Texas limited liability
company, in its capacity as Subordinated Creditor


BY: Horizon Capital LLC, a Texas limited liability
company


By:	/s/ William F. Pettinati, Jr.
Name: William F. Pettinati, Jr.
Title: Manager

[Intercreditor and Subordination Agreement]

Acknowledgment And Agreement

Each of the undersigned hereby accepts and acknowledges receipt of a copy of the foregoing Intercreditor and Subordination Agreement and consents to and agrees to be bound by all provisions thereof, including, without limitation, the agreements among Senior Lender and Subordinated Creditor with respect to the payment by each to the other of certain proceeds derived from the liquidation of the Collateral. Each of the undersigned further acknowledges and agrees that the Intercreditor and Subordination Agreement may be modified or amended at any time or times without notice to or the consent of the undersigned except to the extent the Obligors are bound thereby, in which case Obligors’ approval must be given to such modification or amendment (which approval shall not be unreasonably conditioned, delayed or withheld). Each of the undersigned hereby represents and warrants that it has full power and authority to make and perform this Agreement.

Capitalized terms used in this Acknowledgment and Agreement without definition have the meanings specified in the foregoing Intercreditor and Subordination Agreement unless the context otherwise requires.

As of December 18, 2023.

[Signature page follows]

OBLIGORS:

IM Telecom, LLC, an Oklahoma limited liability company


By:	/s/ Chuck Griffin
Name: Charles D. Griffin
Title: President


KonaTel Inc,
a Delaware corporation


By:	/s/ Chuck Griffin
Name: Charles D. Griffin
Title: President

[Intercreditor and Subordination Agreement]

ADDRESS SCHEDULE

If to Senior Lender, at:

with a copy to (which shall not constitute notice):

If to Subordinated Creditor, at:

ACP Financing VII, LLC

106 Cartwheel Bend

Austin, TX. 78738

ATTN: William Pettinati

with a copy to (which shall not constitute notice):

Kelly Drye & Warren LLP

333 West Wacker Drive, 26^th Floor

Chicago, Illinois 60606

Attention: Tim Lavender

Telecopy: (312) 857-7095

Cover	Dec. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2023
Entity File Number	001-10171
Entity Registrant Name	KonaTel, Inc.
Entity Central Index Key	0000845819
Entity Tax Identification Number	80-0973608
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 N. Central Expressway
Entity Address, Address Line Two	Suite 202
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75074
City Area Code	(214)
Local Phone Number	323-8410
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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