0001144204-15-006094 Sample Contracts

Contract
Security Agreement • February 5th, 2015 • TSS, Inc. • Services-management consulting services • Maryland

THIS AGREEMENT, THE OBLIGATIONS SECURED HEREBY AND THE LIENS GRANTED HEREUNDER ARE SUBORDINATED TO THE SENIOR DEBT, THE LIENS OF SENIOR LENDER AND THE RIGHTS AND REMEDIES OF SENIOR LENDER PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT.

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SUBORDINATION AGREEMENT
Subordination Agreement • February 5th, 2015 • TSS, Inc. • Services-management consulting services • California

This SUBORDINATION AGREEMENT, dated as of February 3, 2015, is between MHW SPV II, LLC ("Creditor"), and BRIDGE BANK, NATIONAL ASSOCIATION, ("Lender").

LOAN AGREEMENT
Loan Agreement • February 5th, 2015 • TSS, Inc. • Services-management consulting services • Maryland

THIS LOAN AGREEMENT (this “Agreement”) is made as of February 3, 2015 (the “Closing Date”), by and among TSS, INC., INNOVATIVE POWER SYSTEMS, INC., VTC, L.L.C., VORTECH, L.L.C., TOTAL SITE SOLUTIONS AZ, LLC and ALLETAG BUILDERS, INC., jointly and severally (collectively, the “Borrower”), with an address for purposes of this Agreement of 110 E. Old Settlers Road, Round Rock, Texas 78664, Telephone: (512) 310-1000, Fax: (512) 310-1828, in favor of MHW SPV II, LLC (the “Lender”), with an address for purposes of this Agreement of 150 East 52nd Street, 30th Floor, New York, New York 10022.

Contract
Promissory Note • February 5th, 2015 • TSS, Inc. • Services-management consulting services • Maryland

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

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