GUARANTY AND COLLATERAL AGREEMENT dated as of January 12, 2018 amongGuaranty and Collateral Agreement • January 16th, 2018 • Qumu Corp • Services-prepackaged software
THIS GUARANTY AND COLLATERAL AGREEMENT dated as of January 12, 2018 (this “Agreement”) is entered into among (i) QUMU CORPORATION, a Minnesota corporation (“Borrower”), and (ii) QUMU, INC., a California corporation (“Guarantor”, and together with Borrower, individually and collectively referred to herein as the “Company”; and together with any other Person that becomes a party hereto as provided herein, the “Grantors”), in favor of ESW HOLDINGS, INC., as administrative agent (in such capacity, the “Administrative Agent”) for itself, all the Lenders party to the Credit Agreement (as hereafter defined) and (to the extent set forth herein) certain Affiliates of the Lenders.
TERM LOAN CREDIT AGREEMENT dated as of January 12, 2018 amongTerm Loan Credit Agreement • January 16th, 2018 • Qumu Corp • Services-prepackaged software
THIS TERM LOAN CREDIT AGREEMENT dated as of January 12, 2018 (this “Agreement”) is entered into among (i) QUMU CORPORATION, a Minnesota corporation (the “Borrower”), (ii) QUMU, Inc., a California corporation and the other Persons party hereto from time to that are designated as a “Guarantor” hereunder, (iii) the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”), and (iv) ESW HOLDINGS, INC. (in its individual capacity, “ESW Holdings”), as administrative agent for the Lenders.
QUMU CORPORATION WARRANTQumu Corp • January 16th, 2018 • Services-prepackaged software • New York
QUMU CORPORATION, a Minnesota corporation (the “Company”), hereby certifies that, for value received, ESW Holdings, Inc. or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 925,000 (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.96 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof (the “Issuance Date”) and through and including January 12, 2028 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is being issued pursuant to Section 12.1.20 of that certain Term Loan Credit Agreement, dated as of January 12, 2018 (the “Credit Agreement”), by and among the Company, a
