Xybion Digital Inc. entered into a credit agreement (the "Credit Agreement") with Capital Finance Opportunities 2303F LLC and such other lenders as may from time to time become party to the Credit Agreement, as lenders (the "Lenders") and Capital Finance Administration, LLC, as administrative agent (the "Agent") pursuant to which the Lenders will make available to the Borrower a senior secured first lien term facility in the principal amount of up to US$15 million credit facility (the "Credit Facility") for a period of four years from the date hereof (the "Closing Date"). The Credit Facility is comprised of an initial draw of US$10 million which was funded on the Closing Date and a delayed draw of up to US$5 million. Amounts drawn under the Credit Facility will accrue interest at a rate equal to the secured overnight financing rate plus 8.25% per annum, accruing daily and payable monthly.