Common use of Solvency Representation Clause in Contracts

Solvency Representation. Borrower’s obligations under paragraph 10(p) of the Security Agreement shall be suspended until the last day of Borrower’s 2011 fiscal second quarter ending on March 4, 2011. Thereafter, such suspension shall end and Borrower’s full compliance with such obligations shall be required. Except as expressly amended hereby, the Security Agreement, as amended, are ratified and confirmed by the parties hereto and remain in full force and effect in accordance with the terms thereof. In the event there is any conflict between the provisions of this Fifteenth Amendment and those in the Security Agreement generally, the provisions of this Fifteenth Amendment shall control in all respects. THE DXXXX X. XXXXXXX TRUST DATED DECEMBER 15, 1999 By: /s/ Dxxxx X. Xxxxxxx Name: Dxxxx X. Xxxxxxx Title: Trustee Accepted and agreed to this 8th day of November, 2010 WXXXXXX COMMUNICATIONS, INC. By: /s/ C. Txxx Xxxxxxxx, Xx. Name: C. Txxx Xxxxxxxx, Xx. Title: CEO Accepted and agreed to this 8th day of November, 2010 By: /s/ Jxxxx Xxxxxxxx Name: Jxxxx Xxxxxxxx Title: Treasurer and CFO Accepted and agreed to this 8th day of November, 2010 Consented and agreed to by the following guarantor of the obligations of Wxxxxxx Communications, Inc. to The Dxxxx X. Xxxxxxx Trust Dated December 15, 1999. WEGENER CORPORATION By: /s/ C. Txxx Xxxxxxxx, Xx. Name: C. Txxx Xxxxxxxx, Xx. Title: President and CEO Date: November 8, 2010

Solvency Representation. Borrower’s obligations under paragraph 10(p) of the Security Agreement shall be suspended until the last day of Borrower’s 2011 2010 fiscal second fourth quarter ending on March 4September 3, 20112010. Thereafter, such suspension shall end and Borrower’s full compliance with such obligations shall be required. Except as expressly amended hereby, the Security Agreement, as amended, are ratified and confirmed by the parties hereto and remain in full force and effect in accordance with the terms thereof. In the event there is any conflict between the provisions of this Fifteenth Thirteenth Amendment and those in the Security Agreement generally, the provisions of this Fifteenth Thirteenth Amendment shall control in all respects. THE DXXXX XXXXX X. XXXXXXX TRUST DATED DECEMBER 15, 1999 By: /s/ Dxxxx Xxxxx X. Xxxxxxx Name: Dxxxx Xxxxx X. Xxxxxxx Title: Trustee Accepted and agreed to this 8th 11th day of NovemberJune, 2010 WXXXXXX 2010. XXXXXXX COMMUNICATIONS, INC. By: /s/ C. Txxx Xxxx Xxxxxxxx, Xx. Name: C. Txxx Xxxx Xxxxxxxx, Xx. Title: CEO Accepted and agreed to this 8th 11th day of NovemberJune, 2010 By: /s/ Jxxxx Xxxxx Xxxxxxxx Name: Jxxxx Xxxxx Xxxxxxxx Title: Treasurer and CFO Accepted and agreed to this 8th 11th day of NovemberJune, 2010 Consented and agreed to by the following guarantor of the obligations of Wxxxxxx Xxxxxxx Communications, Inc. to The Dxxxx Xxxxx X. Xxxxxxx Trust Dated December 15, 1999. WEGENER CORPORATION By: /s/ C. Txxx Xxxx Xxxxxxxx, Xx. Name: C. Txxx Xxxx Xxxxxxxx, Xx. Title: President and CEO Date: November 8June 11, 2010

Solvency Representation. Borrower’s obligations under paragraph 10(p) of the Security Agreement shall be suspended until the last day of Borrower’s 2011 fiscal second third quarter ending on March 4June 3, 2011. Thereafter, such suspension shall end and Borrower’s full compliance with such obligations shall be required. Except as expressly amended hereby, the Security Agreement, as amended, are ratified and confirmed by the parties hereto and remain in full force and effect in accordance with the terms thereof. In the event there is any conflict between the provisions of this Fifteenth Sixteenth Amendment and those in the Security Agreement generally, the provisions of this Fifteenth Sixteenth Amendment shall control in all respects. THE DXXXX XXXXX X. XXXXXXX TRUST DATED DECEMBER 15, 1999 By: /s/ Dxxxx Xxxxx X. Xxxxxxx Name: Dxxxx Xxxxx X. Xxxxxxx Title: Trustee Accepted and agreed to this 8th 13th day of NovemberApril, 2010 WXXXXXX 2011 XXXXXXX COMMUNICATIONS, INC. By: /s/ C. Txxx Xxxx Xxxxxxxx, Xx. Name: C. Txxx Xxxx Xxxxxxxx, Xx. Title: CEO Accepted and agreed to this 8th 13th day of NovemberApril, 2010 2011 By: /s/ Jxxxx Xxxxx Xxxxxxxx Name: Jxxxx Xxxxx Xxxxxxxx Title: Treasurer and CFO Accepted and agreed to this 8th 13th day of NovemberApril, 2010 2011 Consented and agreed to by the following guarantor of the obligations of Wxxxxxx Xxxxxxx Communications, Inc. to The Dxxxx Xxxxx X. Xxxxxxx Trust Dated December 15, 1999. WEGENER CORPORATION By: /s/ C. Txxx Xxxx Xxxxxxxx, Xx. Name: C. Txxx Xxxx Xxxxxxxx, Xx. Title: President and CEO Date: November 8, 2010CEO

Solvency Representation. Borrower’s obligations under paragraph Paragraph 10(p) of the Security Agreement shall be suspended until the last day of Borrower’s 2011 fiscal second quarter ending on March 4, 2011. Thereafter, such suspension shall end and Borrower’s full compliance with such obligations shall be requireddeleted in its entirety. Except as expressly amended hereby, the Security Agreement, as amended, are is ratified and confirmed by the parties hereto and remain remains in full force and effect in accordance with the terms thereof. In the event there is any conflict between the provisions of this Fifteenth Seventeenth Amendment and those in the Security Agreement generally, the provisions of this Fifteenth Seventeenth Amendment shall control in all respects. THE DXXXX XXXXX X. XXXXXXX TRUST DATED DECEMBER 15, 1999 By: /s/ Dxxxx Xxxxx X. Xxxxxxx Name: Dxxxx Xxxxx X. Xxxxxxx Title: Trustee Accepted and agreed to this 8th 29th day of NovemberJune, 2010 WXXXXXX 2011 XXXXXXX COMMUNICATIONS, INC. By: /s/ C. Txxx Xxxx Xxxxxxxx, Xx. Name: C. Txxx Xxxx Xxxxxxxx, Xx. Title: President and CEO Accepted and agreed to this 8th 29th day of NovemberJune, 2010 2011 By: /s/ Jxxxx Xxxxx Xxxxxxxx Name: Jxxxx Xxxxx Xxxxxxxx Title: Treasurer and CFO Accepted and agreed to this 8th 29th day of NovemberJune, 2010 2011 Consented and agreed to by the following guarantor of the obligations of Wxxxxxx Xxxxxxx Communications, Inc. to The Dxxxx Xxxxx X. Xxxxxxx Trust Dated December 15, 1999. WEGENER CORPORATION By: /s/ C. Txxx Xxxx Xxxxxxxx, Xx. Name: C. Txxx Xxxx Xxxxxxxx, Xx. Title: President and CEO Date: November 8June 29, 20102011