Azio AI Holdings, Inc.

Article I. Definitions and Interpretation 1

Section 1.04 Other Definitional Provisions; Construction 3

Section 2.03 Loan Interest and Payments 4

Section 2.05 Interest and Fee Computation; Collection of Funds 5

Article III. Representations and Warranties of the Borrower 5

Section 3.01 Borrower Organization and Name 5

Section 3.03 No Conflicts; Consents and Approvals 6

Article IV. Representations and Warranties of the Lender 6

Section 4.03 No Conflicts; Consents and Approvals 7

Article V. Events of Default; Termination 7

Section 5.02 Payment on Event of Default 8

Section 6.02 Governing Law; Jurisdiction 10

Section 6.08 Third Party Beneficiaries 12

Section 6.12 Amendment; Waiver; Remedies 12

Section 6.13 Arm's Length Bargaining; No Presumption Against Drafter 12

Section 6.16 No Assignment or Delegation 13

Section 6.17 Commercially Reasonable Efforts 13

This Revolving Credit Facility Agreement (as amended, restated, modified or supplemented from time to time, this "Agreement"), dated as of the date first set forth above (the "Effective Date"), is executed by and among (i) Azio AI Holdings, Inc., a Delaware corporation, as borrower (the "Borrower"); and (ii) Azio Corporation, a California corporation, as lender (the "Lender"). Each of Borrower and Lender may be referred to herein individually as a "Party"and collectively as the"Parties".

WHEREAS, Borrower has requested that Lender extend a revolving credit facility to Borrower of up to two million three hundred thousand and No/100 United States Dollars ($2,300,000.00), inclusive of the Prior Advances (as defined below), to provide working capital for the Borrower, and for such purposes, Lender is willing to make certain loans and extensions of credit available to Borrower of up to such amount and upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the Parties hereby agree as follows:

ARTICLE I. Definitions and Interpretation

Section 1.01 Defined Terms. In addition to the other terms defined herein, for the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.

(a) "Business Day" means any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in the State of Delaware.

(b) "Dollars"or"$"means lawful currency of the United States of America.

(c)"GAAP" means United States generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination; provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

(d) "Governmental Authority" means any foreign, federal, state or local government, or any political subdivision thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

(e) "Indebtedness" means (i) all Loans advanced and paid to the Borrower by Lender hereunder and (ii) all interest accrued thereon.

(f) "Loan Availability" means at any time, the then applicable Loan Commitment less any Advances then funded and not repaid.

(g) "Loan Commitment" means, on the Effective Date, Two Million Three Hundred Thousand and No/100 United States Dollars ($2,300,000.00), inclusive of the Prior Advances (as defined below).

(h) "Loan Documents" means this Agreement, the Note and any other documents or instruments executed in connection with this Agreement or the Loans contemplated hereby, including any Draw Requests which have been accepted by the Lender, and all renewals, extensions, future advances, modifications, substitutions, or replacements thereof.

(i) "Loan"and"Loans" means, respectively, each advance, and the aggregate of all such advances, made by Lender to Borrower under and pursuant to this Agreement or any other Loan Documents.

(j) "Maturity Date" means the date that is the first Business Day following the one-year anniversary of the Effective Date.

(k) "Note" means that certain Revolving Promissory Note in the principal amount of the Loan Commitment of even date herewith made by Borrower in favor of Lender, the form of which is attached hereto as Exhibit A, and any renewal, extension, future advance, modification, substitution, or replacement thereof.

(l) "Person" means any individual, partnership, limited liability company, limited liability partnership, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity.

(m) "Proceeding" means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other proceeding of any nature whatsoever.

(n) "Representative" means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

(o) "Securities Act"means the Securities Act of 1933, as amended.

(p)"Transactions" means the transactions contemplated by the Loan Documents.

Section 1.02 Accounting Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder and the preparation of financial statements to be furnished to Lender pursuant hereto shall be made and prepared, both as to classification of items and as to amount, in accordance with GAAP as used in the preparation of the financial statements of Borrower on the date of this Agreement. If any changes in accounting principles or practices from those used in the preparation of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements required to be furnished to Lender hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement, the Parties agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such changes to the end that the criteria for evaluating the financial condition and performance of Borrower will be the same after such changes as they were before such changes; and if the Parties fail to agree on the amendment of such provisions, Borrower will furnish financial statements in accordance with such changes but shall provide calculations for all financial covenants, perform all financial covenants and otherwise observe all financial standards and terms in accordance with applicable accounting principles and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed and certified by Borrower's accountants.

Section 1.04 Other Definitional Provisions; Construction. Unless the express context otherwise requires (i) the words "hereof," "herein,"and"hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms "Dollars"and"$" mean United States Dollars; (iv) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word "include," "includes,"or"including"is used in this Agreement, it shall be deemed to be followed by the words"without limitation"; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person's heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.04 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word "from"means"from and including"and the words"to"and"until"each means"to but excluding"; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.