Exhibit 10.25

This Agreement, dated as of November 7, 2014 (the “Effective Date”), is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), whose address is 300 S. Grand Ave., Los Angeles, CA 90071-3109, and Inogen, Inc. (the “Borrower”), whose address is 326 Bollay Drive, Goleta, CA 93117.

Letter of Credit Sub-Limit. At any time the Borrower is entitled to an advance under the Credit Facility, the Bank agrees to issue letters of credit (all letters of credit issued for the account of the Borrower which are outstanding on the date of the Note and any letter of credit issued under this Agreement, together with any and all amendments, modifications, renewals, extensions, increases, restatements and rearrangements of and substitutions and replacements for, any of the foregoing, a “Letter of Credit” or “Letters of Credit”) for the account of the Borrower in an amount not in excess of the maximum advance that it would then be entitled to obtain under the Credit Facility, provided that (a) the aggregate maximum amount which is drawn and remains unreimbursed under all Letters of Credit plus the aggregate maximum available amount which may be drawn under all Letters of Credit which are outstanding at any time (the “L/C Obligations”), shall not exceed $1,000,000.00, (b) the issuance of any Letter of Credit with an expiration date beyond the maturity date of the Note shall be subject to the approval of the Bank, (c) any Letter of Credit shall be a standby or commercial letter of credit and the form of the requested Letter of Credit shall be satisfactory to the Bank, and (d) the Borrower shall have executed an application and reimbursement agreement for any Letter of Credit in a form satisfactory to the Bank (provided that in the event of any conflict between this Agreement, on the one hand, and the application and reimbursement agreement, on the other hand, the terms of this Agreement shall control). While any Letter of Credit is outstanding, the maximum amount of advances that may be outstanding under the Note shall be automatically reduced by the L/C Obligations. The Borrower shall pay the Bank a fee (the “Letter of Credit Fee”) in arrears for each standby letter of credit that is issued, calculated at a rate of 1.25% per annum (based on a year deemed to be comprised of 360 days) of the original maximum amount available under such standby Letter of Credit, with the fee being calculated based on the actual number of days in the period during which the standby Letter of Credit will be outstanding based on a 360-day year. The Borrower shall pay the Bank a fee (an “Issuance Fee”) for each commercial letter of credit that is issued, equal to 1.25% of the original maximum available amount of such commercial Letter of Credit. The Letter of Credit Fee and Issuance Fee shall be payable quarterly in arrears. No credit shall be given for fees paid due to early termination of any Letter of Credit. The Borrower shall also pay the Bank’s standard transaction fees with respect to any transactions occurring on account of any Letter of Credit, payable when the related Letter of Credit is issued. All fees may be debited by the Bank to any deposit account of the Borrower with the Bank without further authority and, in any event, shall be paid by the Borrower within ten (10) days following billing. The Bank is authorized, but not obligated to make an advance under the Note without notice to the Borrower, to make payment on a drawing under any Letter of Credit. The aggregate principal amount of advances outstanding at any one time under the Note evidencing the Credit Facility plus the aggregate amount of L/C Obligations outstanding at any time (the “Aggregate Outstanding Amount”) shall not exceed the maximum amount of the Credit Facility. If the Aggregate Outstanding Amount still exceeds the maximum amount of the Credit Facility after the Note balance is reduced to zero (that is, L/C Obligations exceed the maximum amount of the Credit Facility), the Borrower shall provide cash collateral to the Bank for the L/C Obligations in an amount sufficient to eliminate the excess. References in this Agreement to the principal amount outstanding under the Credit Facility shall include L/C Obligations.

A. “Affiliate” means any Person which, directly or indirectly Controls or is Controlled by or under common Control with, another Person, and any director or officer thereof. The Bank is under no circumstances to be deemed an Affiliate of the Borrower or any of its Subsidiaries.

B. “Agreement” means this Credit Agreement as the same may be amended, restated, supplemented or otherwise modified from time to time.

C. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

D. “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) the Bank, (b) an Affiliate of the Bank or (c) an entity or an Affiliate of an entity that administers or manages the Bank.

E. “Authorizing Documents” means certificates of authority to transact business, certificates of good standing, borrowing resolutions, appointments, officer’s certificates, certificates of incumbency, and other documents which empower and authorize or evidence the power and authority of all Persons (other than the Bank) executing any Related Document or their representatives to execute and deliver the Related Documents and perform the Person’s obligations thereunder.

F. “CFC” means any Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended.

G. “Collateral” means all Property, now or in the future subject to any Lien in favor of the Bank, securing or intending to secure, any of the Liabilities.

H. “Control” as used with respect to any Person, means the power to direct or cause the direction of, the management and policies of that Person, directly or indirectly, whether through the ownership of Equity Interests, by contract, or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

I. “Disclosure Letter” means the disclosure letter delivered by Borrower to Bank in connection with the Credit Facility.

J. “Distributions” means all dividends and other distributions made to any Equity Owners (including but not limited to any dividends or other distributions made in connection with the redemption, retirement, purchase or other acquisition, directly or indirectly, of Equity Interests from any Equity Owner), other than salary, bonuses, and other compensation for services expended in the current accounting period.

K. “Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of the United States of America, any state thereof of the District of Columbia.

L. “EBITDA” has the meaning ascribed to such term in Section 5.2J of this Agreement.

M. “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest (but excluding Indebtedness that is convertible for or exchangeable into any such equity interests unless and until such Indebtedness is so converted or exchanged).

N. “Equity Owner” means a shareholder, partner, member, holder of a beneficial interest in a trust or other owner of any Equity Interests.

O. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

P. “FSHCO” means any Domestic Subsidiary (including any disregarded entity for U.S. federal income tax purposes), substantially all of the assets of which consist of, directly or indirectly, Equity Interests in one or more CFCs.

Q. “GAAP” means generally accepted accounting principles in effect from time to time in the United States of America, consistently applied.

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R. “Intangible Assets” means the aggregate amount of: (1) all assets classified as intangible assets under GAAP, including, without limitation, goodwill, trademarks, patents, copyrights, organization expenses, franchises, licenses, trade names, brand names, mailing lists, catalogs, excess of cost over book value of assets acquired, and bond discount and underwriting expenses; and (2) loans or advances to, investments in, or receivables from (i) any Affiliate, officer, director, employee, Equity Owner or agent of the Borrower or (ii) any Person if such loan, advance, investment or receivable is outside the Borrower’s ordinary course of business.

S. “Investment” means any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to or guarantee of the obligations of any Person.

T. “Legal Requirement” means any law, ordinance, decree, requirement, order, judgment, rule, Sanctions, regulation (or interpretation of any of the foregoing) of any foreign governmental authority, the United States of America, any state thereof, any political subdivision of any of the foregoing or any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over the Bank, any Obligor or any of its Subsidiaries or their respective Properties or any agreement by which any of them is bound.

U. “Liabilities” means all indebtedness, liabilities and obligations of every kind and character of the Borrower to the Bank, whether the obligations, indebtedness and liabilities are individual, joint and several, contingent or otherwise, now or hereafter existing, including, without limitation, all liabilities, interest, costs and fees, arising under or from any note, open account, overdraft, credit card, lease, Rate Management Transaction, letter of credit application, endorsement, surety agreement, guaranty, acceptance, foreign exchange contract or depository service contract, whether payable to the Bank or to a third party and subsequently acquired by the Bank, any monetary obligations (including interest) incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations, rearrangements, restatements, replacements or substitutions of any of the foregoing.

V. “Lien” means any mortgage, deed of trust, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind.

W. “Material Adverse Change” means a material adverse change in (a) the business, assets, operations, prospects, reputation or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Obligor to perform any of its obligations under the Related Documents to which it is a party, (c) the Collateral, or the Bank’s Liens on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Bank under any of the Related Documents.

X. “Material Subsidiary” means (a) each Subsidiary with (i) total assets on any date of determination (after eliminating intercompany obligations), and/or (ii) EBITDA for the preceding four fiscal quarters most recently ended, and/or (iii) Revenue for the preceding four fiscal quarters most recently ended and/or (iv) Net Worth on any date of determination, in each case equal to or greater than 5% of the consolidated total assets, EBITDA, Revenue or Net Worth, as applicable, calculated on a consolidated basis with respect to the Borrower and its Subsidiaries and in accordance with GAAP, and (b) each Subsidiary that owns any Equity Interests of any Subsidiary that would be deemed a Material Subsidiary under clause (a) above; provided that the Subsidiaries that are not Material Subsidiaries shall not have or constitute in the aggregate (i) total assets on any date of determination (after eliminating intercompany obligations), and/or (ii) EBITDA for the preceding four fiscal quarters most recently ended, and/or (iii) Revenue for the preceding four fiscal quarters most recently ended and/or (iv) Net Worth on any date of determination, in each case equal to or greater than 10% of the consolidated total assets, EBITDA, Revenue or Net Worth, as applicable, calculated on a consolidated basis with respect to the Borrower and its Subsidiaries and in accordance with GAAP.

Y. “Net Worth” means total assets minus total liabilities determined in accordance with GAAP.

Z. “Obligor” means the Borrower, any guarantor, or any other Person who may now or in the future be obligated to pay any of the Liabilities.

AA. “Organizational Documents” means, with respect to any Person, certificates of existence or formation, documents establishing or governing the Person or evidencing or certifying that the Person is duly organized and validly existing in accordance with all applicable Legal Requirements, including all amendments, restatements, supplements or modifications to such certificates and documents as of the date of the Related Document referring to the Organizational Document and any and all future modifications thereto approved by the Bank.

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BB. “Permitted Indebtedness” means (1) the Borrower’s indebtedness to the Bank under this Agreement and the other Related Documents; (2) indebtedness existing as of the Effective Date and which is disclosed in Schedule 2.01 to the Disclosure Letter; (3) Subordinated Debt in an amount not to exceed Three Million Dollars ($3,000,000) outstanding at any time; (4) indebtedness of the Borrower to any Subsidiary of the Borrower who becomes an Obligor, (5) unsecured indebtedness to trade creditors incurred in the ordinary course of business; (6) indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (7) indebtedness to financial institutions entered into for non-speculative purposes in connection with obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designed to protect Borrower against actual risks in connection with the fluctuation in interest rates, currency exchange rates or commodity prices; (8) indebtedness secured by Permitted Liens permitted under clause (3) of the definition of “Permitted Liens” hereunder in an amount not to exceed Three Million Dollars ($3,000,000) outstanding at any time; (9) indebtedness of any Person existing at the time such Person is merged with or into the Borrower or becomes a Subsidiary as permitted hereby in an amount not to exceed Three Million Dollars ($3,000,000) outstanding at any time, (10) indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds incurred in the ordinary course of business; (11) other indebtedness not exceeding Three Million Dollars ($3,000,000) in the aggregate outstanding at any time; (12) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness described in (1) through (4) and (8) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon the Borrower or its Subsidiary, as the case may be; (13) indebtedness consisting of the financing of insurance premiums; and (14) indebtedness (i) consisting of Subordinated Debt of the Borrower or any Subsidiary of the Borrower that is an Obligor to any Subsidiary of the Borrower in an amount not to exceed One Million Dollars ($1,000,000) outstanding at any time, (ii) of any Subsidiary of the Borrower that is not an Obligor to any other Subsidiary of the Borrower that is not an Obligor, and (iii) of any Subsidiary of the Borrower that is not an Obligor to the Borrower or any Subsidiary of the Borrower that is an Obligor that is permitted as a Permitted Investment.

CC. “Permitted Investments” means (1) readily marketable direct obligations of the United States of America or any agency thereof with maturities of one year or less from the date of acquisition; (2) fully insured (if issued by a bank other than the Bank) certificates of deposit with maturities of one year or less from the date of acquisition issued by any commercial bank operating in the United States of America having capital and surplus in excess of $500,000,000; (3) commercial paper of a domestic issuer if at the time of purchase such paper is rated in one of the two highest rating categories of Standard and Poor’s Corporation or Moody’s Investors Service; (4) any Investments permitted by the Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any amendment thereto) has been approved by Borrower’s Board of Directors or its Audit Committee and Bank and so long as any such amendments do not cause such investment policy to permit materially riskier investments than those permitted as of the date hereof; (5) Investments existing as of the Effective Date and which are disclosed on Schedule [2.02] of the Disclosure Letter; (6) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower; (7) Investments consisting of deposit accounts; (8) Investments accepted in connection with transfers of Property permitted hereunder; (9) Investments (i) among the Borrower and any Subsidiaries that are Obligors, (ii) by the Borrower in Subsidiaries that are not Obligors not to exceed One Million Dollars ($1,000,000), or (iii) by Subsidiaries that are not Obligors in other Subsidiaries that are not Obligors; (10) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business not to exceed Two Hundred and Fifty Thousand Dollars ($250,000) outstanding at any time, and (ii) non-cash loans to employees, officers or directors relating to the purchase of equity securities of the Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by the Borrower’s Board of Directors or its Compensation Committee not to exceed Two Hundred and Fifty Thousand Dollars ($250,000) outstanding at any time; (11) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (12) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph shall not apply to Investments of the Borrower in any Subsidiary; (13) Investments in connection with the acquisition of any part of the capital stock or Property of another Person so long as no Event of Default has occurred and is continuing or would result from such act during the term of this Agreement in an aggregate amount not to exceed Ten Million Dollars ($10,000,000) for any transaction or series of related transactions or Twenty Million Dollars ($20,000,000) in the aggregate in any fiscal year; and (14) other Investments not otherwise permitted by Section 5.2H hereof not exceeding Five Million Dollars ($5,000,000.00) in the aggregate outstanding at any time.

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DD. “Permitted Liens” means (1) Liens existing as of the date hereof and which are disclosed on Schedule [2.03] to the Disclosure Letter; (2) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder; (3) purchase money Liens in an amount not to exceed Three Million Dollars ($3,000,000) outstanding at any time (i) on Equipment acquired or held by the Borrower incurred for financing the acquisition of the Equipment, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment; (4) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (5) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); (6) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customers duties in connection with the importation of goods; (7) Liens in connection with surety or appeals bonds or letters of credit securing such bonds or reimbursement obligations in connection with statutory obligations, bids, tenders, or otherwise in the ordinary course of business provided all such Liens in the aggregate could not (even if enforced) reasonably be likely to cause or result in an Event of Default; (8) additional Liens consented to in writing by the Bank which consent may be withheld in the Bank’s good faith business judgment; (9) leases or subleases of real property granted in the ordinary course of the Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of the Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein; (10) non-exclusive licenses of intellectual property granted to third parties in the ordinary course of business; (11) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Section 7.1; (12) Liens in favor of other financial institutions in their capacities as depository banks and securities intermediaries arising in connection with the Borrower’s deposit and/or securities accounts held at such institutions and securing fees incurred in connection with such deposit and/or securities accounts; and (13) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (1) through (12), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

EE. “Permitted Transfers” mean transfers (a) of inventory and rental assets in the ordinary course of business; (b) of worn out, surplus or obsolete equipment; (c) in connection with Permitted Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the property of the Borrower or its Subsidiaries in the ordinary course of business, or (e) other property in any fiscal year having a book value not exceeding $1,000,000.

FF. “Person” means any individual, corporation, partnership, limited liability company, joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization, any foreign governmental authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing or any other form of entity.

GG. “Property” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

HH. “Rate Management Transaction” means any transaction (including an agreement with respect thereto) that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option, derivative transaction or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

II. “Related Documents” means this Agreement, the Note, Letters of Credit, applications for letters of credit, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other instrument or document executed in connection with this Agreement or with any of the Liabilities under this Agreement.

JJ. “Responsible Officer” means any of the Chief Executive Officer, President, Chief Financial Officer, and Corporate Controller of Borrower.

KK. “Revenue” means revenue recognized in accordance with GAAP.

LL. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

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MM. “Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions.

NN. “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

OO. “Subordinated Debt” is indebtedness incurred by the Borrower that is subordinated to all of the Borrower’s now or hereafter indebtedness to the Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to the Bank entered into between the Bank and the other creditor), on terms acceptable to the Bank.

PP. “Subsidiary” means, as to any particular Person (the “parent”), a Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of the date of determination, as well as any other Person of which fifty percent (50%) or more of the Equity Interests is at the time of determination directly or indirectly owned, Controlled or held, by the parent or by any Person or Persons Controlled by the parent, either alone or together with the parent.

QQ. “Tangible Net Worth” means total assets less the sum of Intangible Assets and total liabilities.

RR. “Transfer” means a conveyance, sale, lease, transfer assignment or other disposition.

A. Loan Documents. The Note, and as applicable, the letter of credit applications, reimbursement agreements, the security agreements, the pledge agreements, financing statements, mortgages or deeds of trust, guaranties, evidence of insurance, lien searches, control agreements and any other documents which the Bank may reasonably require to give effect to the transactions described in this Agreement or the other Related Documents;

B. Organizational and Authorizing Documents. The Organizational Documents and Authorizing Documents of the Borrower and any other Persons (other than the Bank) executing the Related Documents in form and substance satisfactory to the Bank that at a minimum: (i) document the due organization, valid existence and good standing of the Borrower and every other Person (other than the Bank) that is a party to this Agreement or any other Related Document; (ii) evidence that each Person (other than the Bank) which is a party to this Agreement or any other Related Document has the power and authority to enter into the transactions described therein; and (iii) evidence that the Person signing on behalf of each Person that is a party to the Related Documents (other than the Bank) is duly authorized to do so; and

C. Liens. The termination, assignment or subordination, as determined by the Bank, of all Liens on the Collateral in favor of any secured party (other than the Bank) other than Permitted Liens.

A. Representations. The representations of the Borrower and any other parties, other than the Bank, in the Related Documents are true on and as of the date of the request for and funding of the extension of credit;

B. No Event of Default. No Event of Default or event that would constitute an Event of Default but for the giving of notice, the lapse of time or both, has occurred in any provision of this Agreement, the Note or any other Related Documents and is continuing or would result from the extension of credit; and

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C. No Prohibition or Onerous Conditions. The making of the extension of credit is not prohibited by and does not subject the Bank, any Obligor, or any Subsidiary of the Borrower to any penalty or onerous condition under, any Legal Requirement.

A. Within forty-five (45) days after each of the Borrower’s first three quarterly periods, the consolidated financial statements of the Borrower and its Subsidiaries prepared and presented in accordance with GAAP (subject to year-end adjustments and the absence of footnotes), including a balance sheet as of the end of that period, and income statement for that period, and, if requested by the Bank, statements of cash flow and retained earnings for that period, all certified as correct by one of its authorized agents.

B. Within one hundred and twenty (120) days after and as of the end of each of its fiscal years, the consolidated financial statements of the Borrower and its Subsidiaries prepared and presented in accordance with GAAP, including a balance sheet and statements of income, cash flow and retained earnings, such financial statements to be audited by an independent certified public accountant of recognized standing and accompanied by an unqualified opinion of such accountant. Such audited consolidated financial statements and unqualified opinion in Borrower’s Form 10-K for each of its fiscal years shall be deemed to meet the requirements for annual audited financial statements.

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A. Distributions. Redeem, retire, purchase or otherwise acquire any of its Equity Interests, return any contribution to an Equity Owner or declare or pay any Distributions; provided, however, (i) the Borrower may declare and pay dividends payable solely in shares of capital stock and, so long as no Event of Default or event that would constitute an Event of Default but for the giving of notice, the lapse of time or both, has occurred and is continuing, make cash payments in lieu of the issuance of fractional shares upon the conversion or exercise of convertible securities (including warrants); (ii) the Borrower may make acquisitions of capital stock upon the net share settlement of warrants; (iii) any Subsidiary of the Borrower may pay dividends to the Borrower or to any other Subsidiary that owns Equity Interests of such Subsidiary; (iv) the Borrower may distribute securities issued by the Borrower to employees, directors or consultants upon the exercise of stock options; and (v) the Borrower may pay other dividends or distributions or make other repurchases or redemptions in an aggregate amount not to exceed One Million Dollars ($1,000,000) in any fiscal year of Borrower.

B. Debt. Incur, contract for, assume, or permit to remain outstanding, indebtedness for borrowed money, installment obligations, or obligations under capital leases or operating leases, other than Permitted Indebtedness.

C. Guaranties. Guarantee or otherwise become or remain secondarily liable on the undertaking of another, except to the extent that such guarantee constitutes a Permitted Investment.

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D. Liens. Create or permit to exist any Lien on any of its Property except Permitted Liens.

E. Use of Proceeds. Use, or permit any proceeds of the Credit Facility to be used, directly or indirectly, for: (1) any personal, family or household purpose; or (2) the purpose of “purchasing or carrying any margin stock” within the meaning of Federal Reserve Board Regulation U in a manner that would violate Regulation U. At the Bank’s request, it will furnish a completed Federal Reserve Board Form U-1. Request any advance or use, or permit any proceeds of the Credit Facility to be used, directly or indirectly, by the Borrower or any of its Subsidiaries or its or their respective directors, officers, employees and agents: (1) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (2) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or (3) in any manner that would result in the violation of any Sanctions applicable to any party hereto .

F. Continuity of Operations. (1) Engage in any business activities substantially different from those in which it is presently engaged or businesses reasonably related or incidental thereto; (2) cease operations or liquidate, except that any Subsidiary may cease operations or liquidate if the Borrower determines in the exercise of reasonable business judgment that it is in its best interests to cause that to happen, (3) merge or consolidate with any other Person, except where (a) no Event of Default has occurred and is continuing or would exist after giving effect to the transactions, and (b) Borrower is the surviving legal entity, or in the case of a transaction not including Borrower, such Subsidiary is the surviving legal entity; (4) in the case of any Obligor, change its name without prior notice to the Bank; (5) Transfer any Property other than Permitted Transfers; or (6) change its business organization, the jurisdiction under which its business organization is formed or organized, or its chief executive office, or any places of its businesses without prior notice to the Bank. A Subsidiary may merge or consolidate into another Subsidiary or into the Borrower, provided that if any Subsidiary party to such merger is an Obligor the surviving entity shall be an Obligor.

G. Limitation on Negative Pledge Clauses. Enter into any agreement with any Person other than the Bank which prohibits or limits its ability to create or permit to exist any Lien on any of its Property to secure the Liabilities, whether now owned or hereafter acquired, other than (a) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and any additions, accessions, parts, improvements, and attachments thereto and the proceeds thereof), (b) customary restrictions on the assignment of leases, licenses and other agreements, (c) any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower or a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary or, in any such case, that is set forth in any agreement evidencing any amendments, restatements, supplements, modifications, extensions, renewals and replacements of the foregoing, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement applies only to such Subsidiary and does not otherwise expand in any material respect the scope of any restriction or condition contained therein, (d) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 5.2D, or any agreement or option to dispose of any asset of the Borrower or any Subsidiary, the disposition of which is permitted by any other provision of this Agreement (in each case, provided that any such restriction relates only to the assets or property subject to such Lien or being disposed of), (e) restrictions on the transfer of any asset pending the close of the sale of such asset and customary restrictions contained in purchase agreements and acquisition agreements (including by way of merger, acquisition or consolidation), to the extent in effect pending the consummation of such transaction, and (f) the foregoing shall not apply to customary net worth provisions or similar financial maintenance provisions contained in real property leases or other agreements entered into by a Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and the Subsidiaries to meet their ongoing obligations under this Agreement.

H. Limitation on Loans, Advances to and Investments in Others and Receivables from Others. Make any Investment except Permitted Investments.

I. Tangible Net Worth. Permit at any time, its consolidated Tangible Net Worth to be less than $90,000,000.00.

J. EBITDA. Permit its consolidated net income plus interest expense, plus depreciation expense, plus amortization expense, plus income tax expense, plus non-cash expense, plus extraordinary losses, minus non-cash income, and minus extraordinary gains, all computed for the Test Period (“EBITDA”), during any of the following Test Period to be less than the amount specified below for any such Test Period: (i) commencing with the Test Period ending on September 30, 2014 and for each Test Period thereafter through and including the Test Period ending on March 31, 2016, $10,000,000.00; and (ii) for each Test Period thereafter, commencing with the Test Period ending on June 30, 2016, $12,500,000.00. As used in this subsection, the term “Test Period” means each period of four consecutive quarters.

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K. Government Regulation. (1) Be or become subject at any time to any Legal Requirement or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Bank from making any advance or extension of credit to it or from otherwise conducting business with it, or (2) fail to provide documentary and other evidence of its identity as may be requested by the Bank at any time to enable the Bank to verify its identity or to comply with any applicable Legal Requirement, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

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A. Any Obligor fails to pay (i) when due any principal under this Agreement or (ii) within three days of the date when due, any interest or other Liabilities (other than principal) under this Agreement.

B. Any Obligor: (i) fails to observe or perform or otherwise violates any term, covenant, condition or agreement of any of the Related Documents; (ii) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank; (iii) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank; or (iv) defaults under the terms of any agreement or instrument relating to any debt for borrowed money (other than the debt evidenced by the Related Documents) and the effect of such default will allow the creditor to declare the debt due before its stated maturity.

C. In the event (i) there is a default under the terms of any Related Document, (ii) any Obligor terminates or revokes or purports to terminate or revoke its guaranty or any Obligor’s guaranty becomes unenforceable in whole or in part, (iii) any Obligor fails to perform promptly under its guaranty, or (iv) any Obligor fails to comply with, or perform under any agreement, now or hereafter in effect, between the Obligor and the Bank, or any Affiliate of the Bank or their respective successors and assigns.

D. Any event occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of any Obligor or any Subsidiary of any Obligor.

E. Any Obligor or any of its Subsidiaries: (i) admits in writing that it is unable to pay its debts as they become due; (ii) makes an assignment for the benefit of creditors; (iii) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its Property; or (iv) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws.

F. A custodian, receiver, or trustee is appointed for the Borrower or any of its Subsidiaries or for a material portion of the Collateral.

G. Proceedings are commenced under any bankruptcy, reorganization, liquidation, or similar laws against any Obligor or any of its Subsidiaries and remain undismissed for thirty (30) days after commencement; or any Obligor or any of its Subsidiaries consents to the commencement of those proceedings.

H. Any final judgment is entered against an Obligor or any of its Subsidiaries in an amount, individually or in the aggregate of at least One Million Dollars ($1,000,000), or any attachment, seizure, sequestration, levy, or garnishment is issued against any material portion of the Collateral.

A. Generally. The rights of the Bank under this Agreement and the other Related Documents are in addition to other rights (including without limitation, other rights of setoff) the Bank may have contractually, by law, in equity or otherwise, all of which are cumulative and hereby retained by the Bank. Each Obligor agrees to stand still with regard to the Bank’s enforcement of its rights, including taking no action to delay, impede or otherwise interfere with the Bank’s rights to realize on any Collateral.

B. Bank’s Right of Setoff. The Bank is authorized to setoff and apply, all Deposits, Securities and Other Property, and Bank Debt against any and all Liabilities then outstanding. This right of setoff may be exercised at any time from time to time after the occurrence and during the continuance of any Event of Default, without prior notice to or demand on the Borrower. In this paragraph: (a) the term “Deposits” means any and all accounts and deposits of the Borrower (whether general, special, time, demand, provisional or final) at any time held by the Bank (including all Deposits held jointly with another, but excluding any IRA or Keogh Deposits, or any trust Deposits in which a security interest would be prohibited by any Legal Requirement); (b) the term “Securities and Other Property” means any and all securities and other personal Property of the Borrower in the custody, possession or control of the Bank, JPMorgan Chase & Co. or their respective Subsidiaries and Affiliates (other than Property held by the Bank in a fiduciary capacity); and (c) the term “Bank Debt” means all indebtedness at any time owing by the Bank, to or for the credit or account of the Borrower and any claim of the Borrower (whether individual, joint and several or otherwise) against the Bank now or hereafter existing.

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IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for the Borrower: When the Borrower opens an account, if it is an individual the Bank will ask for its name, taxpayer identification number, residential address, date of birth, and other information that will allow the Bank to identify it, and, if it is not an individual the Bank will ask for its name, taxpayer identification number, business address, and other information that will allow the Bank to identify it. The Bank may also ask, if the Borrower is an individual, to see its driver’s license or other identifying documents, and if it is not an individual, to see its Organizational Documents or other identifying documents.

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IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST THE BORROWER OR THE BANK IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A “CLAIM”) AND THE WAIVER SET FORTH IN THE PRECEDING PARAGRAPH IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, THE BORROWER AND THE BANK (BY ITS ACCEPTANCE HEREOF) AGREE AS FOLLOWS:

(1) WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN PARAGRAPH (2) BELOW, ANY CLAIM WILL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.2, INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTES OR RULES HEREAFTER ENACTED. THE BORROWER AND THE BANK INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTE OR RULE HEREAFTER ENACTED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS, VENUE FOR THE REFERENCE PROCEEDING WILL BE IN THE STATE OR FEDERAL COURT IN THE COUNTY OR DISTRICT WHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE LAW.

(2) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY; (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING, WITHOUT LIMITATION, SET-OFF); (C) APPOINTMENT OF A RECEIVER; AND (D) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES (INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF THE BORROWER OR THE BANK TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF THE BORROWER OR THE BANK TO A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT.

(3) UPON THE WRITTEN REQUEST OF THE BORROWER OR THE BANK, THE BORROWER AND THE BANK SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE BORROWER AND THE BANK DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN, THE BORROWER OR THE BANK, MAY REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B), including any revision or replacement of such statute or rule hereafter enacted.

(4) ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN THE BORROWER OR THE BANK SO REQUESTS, A COURT REPORTER WILL BE USED AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.

(5) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE BORROWER AND THE BANK SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING, WITHOUT LIMITATION, MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT THE REFEREE’S DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.

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(6) THE BORROWER AND THE BANK RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.

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