LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 20th, 2015 • Lattice INC • Telephone & telegraph apparatus • Pennsylvania
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) made as of the 14th day of May, 2015 by and between LATTICE FUNDING, LLC, a Pennsylvania limited liability company, its successors and assigns (the “Lender”), and LATTICE INCORPORATED, a Delaware corporation, its successors and assigns (the “Borrower”). (The Lender and the Borrower are sometimes referred to collectively in this Agreement as the “Parties” or singly as a “Party.”)
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 20th, 2015 • Lattice INC • Telephone & telegraph apparatus • Pennsylvania
This letter confirms our agreement that Lattice Funding, LLC, a Pennsylvania limited liability company (the “Issuer ” or the "Company”) has engaged Cantone Research, Inc. (“CRI” or the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the proposed offering (the “Offering”) of certificates of participation (the “Securities”) in a 8% Senior Secured Convertible Note due April 30, 2020 issued by Lattice Incorporated (the “Note” of “Lattice”), pursuant to the Company’s private offering memorandum dated April 15, 2015 (the “Memorandum”). The terms of the Offering and the proposed uses of the gross proceeds of such Offering are summarized in Exhibit A to this Placement Agent Agreement (the “Agreement”). Lattice is a party to this Agreement. The Offering will be made solely to “accredited investors” (the “Accredited Investors”), as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended
