SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

Minim, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60365W102

(CUSIP Number)

Megan Ward

Orbit Group LLC

848 Elm Street, 2nd Floor

Manchester, NH 03101

(603) 998-8484

Richard F. Langan, Jr., Esq.

Nixon Peabody LLP

55 West 46th Street

New York, NY 10036-4120

(212) 940-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 23, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

 

CUSIP No.
60365W102

1	NAMES OF REPORTING PERSONS
	Jeremy P. Hitchcock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			17,875,4081
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,875,4081
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,875,4081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

¹ Includes (i) 86,398 shares of the common stock (“Common Stock”) of Minim, Inc. (the “Issuer”) that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options and/or restricted stock units that are currently exercisable or will become exercisable within 60 days and (ii) 29,661 shares of Common Stock of the Issuer that Elizabeth Sarah Cash Hitchcock has the right to acquire upon exercise of outstanding stock options and/or restricted stock units that are currently exercisable or will become exercisable within 60 days.  Such stock options and/or restricted stock units, as applicable, were granted to Jeremy P. Hitchcock and Elizabeth Sarah Cash Hitchcock in connection with his or her service as a member of the Board of Directors (the “Board”) of the Issuer.

SCHEDULE 13D

 

CUSIP No.
60365W102

1	NAMES OF REPORTING PERSONS
	Elizabeth Cash Hitchcock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			17,875,4082
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,875,4082
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,875,4082
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

² Includes (i) 86,398 shares of Common Stock of the Issuer that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options and/or restricted stock units that are currently exercisable or will become exercisable within 60 days and (ii) 29,661 shares of Common Stock of the Issuer that Elizabeth Sarah Cash Hitchcock has the right to acquire upon exercise of outstanding stock options and/or restricted stock units that are currently exercisable or will become exercisable within 60 days.  Such stock options and/or restricted stock units, as applicable, were granted to Jeremy P. Hitchcock and Elizabeth Sarah Cash Hitchcock in connection with his or her service as a member of the Board of the Issuer.

SCHEDULE 13D

 

CUSIP No.
60365W102

1	NAMES OF REPORTING PERSONS
	Orbit Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,696,1843
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,696,1843
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,696,1843
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

³ The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D

 

CUSIP No.
60365W102

1	NAMES OF REPORTING PERSONS
	Hitchcock Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,696,1844
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,696,1844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,696,1844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁴ Represents 3,316,932 shares owned by Hitchcock Capital Partners, LLC and 12,379,252 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Zulu Holdings LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D

 

CUSIP No.
60365W102

1	NAMES OF REPORTING PERSONS
	Zulu Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,696,1844
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,696,1844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,696,1844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁴ Represents 3,316,932 shares owned by Hitchcock Capital Partners, LLC and 12,379,252 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Hitchcock Capital Partners, LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

Amendment No. 16 to Schedule 13D

This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu Holdings LLC (“Zulu”), and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP and Zulu.

This Amendment further amends (i) the Schedule 13D filed on May 3, 2019; (ii) the Amendment No. 1 to Schedule 13D filed on October 21, 2019; (iii) the Amendment No. 2 to Schedule 13D filed on January 15, 2020; (iv) the Amendment No. 3 to Schedule 13D filed on January 21, 2020; (v) the Amendment No. 4 to Schedule 13D filed on April 8, 2020; (vi) the Amendment No. 5 to Schedule 13D filed on April 17, 2020; (vii) the Amendment No. 6 to Schedule 13D filed on May 27, 2020; (viii) the Amendment No. 7 to Schedule 13D filed on July 15, 2020; (ix) the Amendment No. 8 to Schedule 13D filed on August 4, 2020; (x) the Amendment No. 9 to Schedule 13D filed on September 4, 2020; (xi) the Amendment No. 10 to Schedule 13D filed on September 30, 2020; (xii) the Amendment No. 11 to Schedule 13D filed on October 13, 2020; (xiii) the Amendment No. 12 to Schedule 13D filed on November 16, 2020; (xiv) the Amendment No. 13 to Schedule 13D filed on December 8, 2020; (xv) the Amendment No. 14 to Schedule 13D filed on August 20, 2021 and (xvi) the Amendment No. 15 to Schedule 13D filed on November 22, 2022 (collectively, the “Schedule 13D”).

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended hereby.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 4:

On November 23, 2022, Josh Horowitz resigned as a director of the Issuer and entered into an agreement with the Issuer and the Group relating to the terms of his resignation (the “Director Agreement”).  The Issuer and the Group are having on-going discussions regarding the composition of the Board.

On November 25, 2022, Slingshot Capital, LLC (the “Lender”), an affiliate of Jeremy Hitchcock and Elizabeth Hitchcock, entered into a Bridge Loan and Security Agreement (the “Loan Agreement”) with the Issuer and its wholly-owned subsidiary Cadence Connectivity, Inc. (“Cadence”).  Pursuant to the Loan Agreement, the Lender provided the Issuer initial financing in the principal amount of $1 million (the “Loan”) to be used for working capital purposes.  Silicon Valley Bank (the “Senior Lender”) thereafter requested the Loan Agreement be terminated.  The Lender, the Issuer and Cadence entered into a Security and Loan Termination Agreement, dated as of November 29, 2022 (the “Termination Agreement”), and terminated the Loan Agreement.

On November 30, 2022, the Lender entered into a Bridge Loan Agreement (the “Revised Loan Agreement”) with the Issuer and Cadence to evidence the $1 million loan previously made to the Issuer.  Pursuant to the Revised Loan Agreement, the Lender can provide additional loans, in its sole discretion, up to $500,000.  The maximum amount of the Loan at any time may not exceed $1.5 million.  The maturity date under the Revised Loan Agreement is January 15, 2024, unless the senior credit facility is paid in full in cash on an earlier date.  From November 30, 2022 to and including February 28, 2023, the unpaid principal balance of the Loan bears interest at a rate of 8.0% per annum, and at all times thereafter, 14.0% per annum.  Upon an event of default, the Lender has the right to declare all outstanding obligations as immediately due and payable, which will bear interest at an annual rate of 18%.  The Revised Loan Agreement contains customary covenants, including certain information and inspection rights, as well as customary events of default.  Pursuant to the Subordination Agreement (the “Subordination Agreement”), by and among the Issuer, Cadence, the Lender and the Senior Lender, dated as of November 30, 2022, the Loan is subordinated to the outstanding indebtedness and obligations under the Issuer’s senior credit facility.  Subject to the Senior Lender’s written consent, the Issuer and Cadence shall grant the Lender a second-priority security interest in all of the Issuer’s collateral, which shall be subordinated to any and all security interests granted to the Senior Lender and at all times shall be limited to the same collateral granted to the Senior Lender under the senior credit facility.  In connection with the Revised Loan Agreement, the Issuer and Cadence entered into a Bridge Term Note in favor of the Lender.  The Issuer will also reimburse the Lender up to $25,000 for its reasonable and documented expenses and fees related to the negotiation, documentation and execution of the Revised Loan Agreement, the Subordination Agreement and the Bridge Term Note.

The foregoing discussion is qualified in its entirety by the terms and conditions of the Director Agreement, the Loan Agreement, the Termination Agreement, the Revised Loan Agreement, the Subordination Agreement and the Bridge Term Note, copies of which are filed as Exhibits 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 hereto, and are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1	Joint Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu Holdings LLC dated as of January 21, 2020 (incorporated by reference to Exhibit 99.1 to Amendment No. 3 to Schedule 13D filed on January 21, 2020).
Exhibit 99.2	Agreement, dated as of November 23, 2022, by and among the Issuer, Joshua Horowitz and the other parties thereto.
Exhibit 99.3	Bridge Loan and Security Agreement, dated as of November 25, 2022, by and among Minim, Inc., Cadence Connectivity, Inc. and Slingshot Capital, LLC.
Exhibit 99.4	Security and Loan Termination Agreement, dated as of November 29, 2022, by and among Minim, Inc., Cadence Connectivity, Inc. and Slingshot Capital, LLC.
Exhibit 99.5	Bridge Loan Agreement, dated as of November 30, 2022, by and among Minim, Inc., Cadence Connectivity, Inc. and Slingshot Capital, LLC.
Exhibit 99.6	Subordination Agreement, dated as of November 30, 2022, by and among Minim, Inc., Cadence Connectivity, Inc., Slingshot Capital, LLC and Silicon Valley Bank.
Exhibit 99.7	Bridge Term Note, dated as of November 30, 2022, by and among Minim, Inc., Cadence Connectivity, Inc. and Slingshot Capital, LLC.

Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 30, 2022	/s/ Jeremy P. Hitchcock
	Jeremy P. Hitchcock
	/s/ Elizabeth Cash Hitchcock
	Elizabeth Cash Hitchcock
	Orbit Group LLC
	By:	/s/ Jeremy P. Hitchcock

Name:	Jeremy P. Hitchcock
Title:	Manager

Hitchcock Capital Partners, LLC
By:	Orbit Group LLC, its Manager

By: /s/ Jeremy P. Hitchcock

Name:	Jeremy P. Hitchcock
Title:	Manager

Zulu Holdings LLC
By:	Orbit Group LLC, its Manager

By: /s/ Jeremy P. Hitchcock

Name:	Jeremy P. Hitchcock
Title:	Manager

EX-99.2

Exhibit 99.2

AGREEMENT

This Agreement (this “Agreement”) is hereby made as of November 23, 2022 by and among Minim, Inc. (the “Company”), Joshua Horowitz (the “Director”) and the other parties hereto on the signature page hereof (collectively, the “Other Parties”).  The Company, the Director and the Other Parties are referred to herein as the “Parties.”

WITNESSETH

WHEREAS, the Director is presently a member of the Company’s Board of Directors; and

WHEREAS, the Company and the Director have agreed that the Director’s term of service shall end on the date hereof.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1.          Director Resignation. On the date hereof, the Director has executed the resignation letterer attached hereto as Exhibit A.

2.          Outstanding Director Compensation. Beginning July 1, 2022 and continuing currently and until further notice, the Director has agreed to defer his rights to cash compensation for services rendered to the Company as a director due to the fact that the Company has been since such date, and continues to be, unable to pay any cash compensation to the Director as such payments would jeopardize the ability of the Company to continue as a going concern in accordance with U.S. Internal Revenue Code Section 409A-1(b)(4)(ii), and such payments will be delayed until such payment would no longer jeopardize the ability of the Company to continue as a going concern in accordance with U.S. Internal Revenue Code Section 409A-1(b)(4)(ii). Any outstanding stock options, restricted stock units (RSUs) and any other equity awards held by the Director shall be immediately accelerated by the Company and shall be immediately vested as of the date hereof. The Director shall have one year after the date of this Agreement to exercise any outstanding stock options. As of the date hereof, the Director shall receive an additional grant of RSUs, with the number of RSUs equal to the amount of $35,000, divided by the Company’s closing stock price per share on the Nasdaq Stock Market as of the date hereof, which RSUs shall be immediately vested.

3.          D&O Liability Insurance. The Company confirms that the policy period for the Company’s current policy (the “Policy”) for its D&O liability insurance program is effective through at least December 4, 2022 and a copy of such Policy has been provided to the Director. The Company confirms that the premiums owed for the Policy have been paid in full as of the date of this Agreement. The Company will maintain its D&O liability insurance program for a period of 6 years from the date hereof, on terms which are at least as favorable in all material respects as the terms of such insurance in effect for the Company on the date hereof and from an insurer or insurers having credit ratings no lower than the Company’s current insurer(s). In connection with any change of control of the Company, the Company will be obligated to purchase a 6-year pre-paid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits to the Director as the policy for the Company’s D&O liability insurance program in effect as of the date of the change of control with respect to matters arising on or prior to the date the Director ceased serving as a director.

4.          Non Disparagement. Each of the Parties agrees that such Party shall not, following the date hereof, in public or private, make any critical or negative statements in writing, orally, electronically or otherwise regarding any of the other Parties.

5.          Release. The Director, for and on behalf of himself and his heirs, executors, administrators and assigns (collectively, the “Director Parties”, hereby waives and releases any and all complaints, claims, suits, controversies, actions, cross-claims, counter-claims, demands, causes of action, obligations, charges, judgments, rights, fees, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, debts, obligations, liabilities, expenses and claims for costs and attorneys’ fees, of any kind whatsoever, in law or in equity, whether known or unknown, suspected or claimed (collectively, “Claims or Losses”), which the Director or any of the Director Parties ever had, now has or may have against the Company and its predecessors, successors, past or present parents or subsidiaries, affiliates, officers, directors, limited and general partners, managers, joint venturers, members, employees, attorneys or agents, including the Other Parties (collectively, the “Company Parties”) in their respective capacities as such and, in the case of the Other Parties, in their respective individual capacities by reason of acts or omissions which have occurred on or prior to the date that the Director executes this Release; provided that notwithstanding the foregoing, the Director Parties do not release the Company Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement.

Each of the Company, for and on behalf of itself and the Company Parties, and the Other Parties, hereby waives and releases any and all Claims or Losses, which the Company, the Company Parties, or the Other Parties ever had, now has or may have against any of the Director Parties by reason of acts or omissions which have occurred on or prior to the date that the Company and the Other Parties Director executes this Release, and Section 9 of that certain Stock Purchase Agreement, dated May 26, 2020, by and between the Company and the Investors named therein. is hereby terminated as to the Director and his affiliates; provided that notwithstanding the foregoing, each of the Company, the Company Parties, and the Other Parties, do not release the Director Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement.

6.          Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof.

7.          Third Party Beneficiaries. Each of the members of the Board of Directors of the Company shall be an express third-party beneficiaries of Section 2 and Section 3 of this Agreement.

8.          Governing Law. This Agreement, the rights and obligations of the parties hereto and any claims or disputes relating thereto shall be governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

9.          Counterparts and Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and together any counterparts shall constitute one and the same instrument. Additionally, the Parties agree that electronic reproductions of signatures (e.g., scanned PDF versions of original signatures, facsimile transmissions) shall be treated as original signatures for purposes for execution of this Agreement.

2

IN WITNESS WHEREOF, the parties hereby execute this Agreement through their duly authorized representatives.

Minim, Inc.
By:	/s/ Mehul Patel
Name: Mehul Patel
Title: Chief Executive Officer
/s/ Joshua Horowitz
Joshua Horowitz
/s/ Jeremy P. Hitchcock
Jeremy P. Hitchcock
/s/ Elizabeth Cash Hitchcock
Elizabeth Cash Hitchcock
Orbit Group LLC
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager
Hitchcock Capital Partners, LLC
By:	Orbit Group LLC, its Manager
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager
Zulu Holdings LLC
By:	Orbit Group LLC, its Manager
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager

3

Exhibit A

The undersigned hereby resigns as a director of Minim, Inc., a Delaware corporation, effective on November 23, 2022.

/s/ Joshua Horowitz

Joshua Horowitz

4

EX-99.3

Exhibit 99.3

THIS INSTRUMENT IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED OF EVEN DATE HEREWITH, BY AND AMONG THE BORROWERS, THE LENDER AND SILICON VALLEY BANK, TO WHICH REFERENCE IS MADE FOR THE TERMS OF SUCH SUBORDINATION.

BRIDGE LOAN AND SECURITY AGREEMENT

This BRIDGE LOAN AND SECURITY AGREEMENT is made as of November 23, 2022 (this "Agreement") by and among (a) MINIM, INC., a Delaware corporation (as successor by merger to Zoom Telephonics, Inc.) ("Minim"), (b) CADENCE CONNECTIVITY, INC., a Delaware corporation (formerly known as Zoom Connectivity, Inc.) (“Cadence”) (Minim and Cadence are hereinafter sometimes referred to collectively as the “Borrowers” and each singly as a “Borrower”) and (c) SLINGSHOT CAPITAL, LLC, a Delaware limited liability company (the "Lender") (the Lender and the Borrowers are hereinafter sometimes referred to collectively as the “Parties” and each singly as a “Party”).

In order to induce the Lender to make certain Loans to the Borrowers, and in consideration thereof and in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers hereby jointly and severally agree with the Lender as follows:

1.          DEFINITIONS; INTERPRETATION.

All capitalized terms not defined herein but defined in Appendix A attached hereto shall have the meanings given to such terms in Appendix A attached hereto.  All terms defined in this Agreement shall also have such defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto, unless otherwise specified herein or therein.

All references in this Agreement to Sections, Subsections, Exhibits, Schedules and Appendices refer to the Sections, Subsections, Exhibits, Schedules and Appendices of this Agreement unless otherwise indicated.  All Exhibits, Schedules and Appendices attached to this Agreement are incorporated herein and made a part hereof.

2.          LOANS – ALL LOANS AFTER CLOSING DATE TO BE MADE ON A DISCRETIONARY BASIS.

2.1         General.

(a)          Subject to the terms and conditions hereof, and so long as no Event of Default has occurred and is continuing, the Borrower request that the Lender make certain loans (hereinafter referred to collectively as the “Loans” and each singly as a “Loan”) to the Borrowers; provided, however, that the aggregate outstanding principal balance of all Loans (after giving effect to all requested Loans) shall not, at any time, exceed ONE MILLIONS FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00) (the “Maximum Loan Amount”), it being understood, acknowledged and agreed by the Parties that:

(i)          On the Closing Date, the Lender will make an initial Loan to the Borrowers in the original principal amount of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00); and

(ii)        After the Closing Date, the Lender has no absolutely obligation whatsoever under this Agreement or any of the other Loan Documents to make any Loans to the Borrowers and that each such Loan will be made only at the sole, absolute and complete discretion of the Lender.

(b)          The Borrowers may from time to time borrow, pay and prepay the Loans but the amount of any Loan that is so paid or prepaid may not be re-borrowed.

2.2          Procedure for Borrowing.  When making a request for any Loan, the Borrowers shall deliver to the Lender (a) an irrevocable notice thereof (which notice must be received by the Lender prior to 2:00 p.m. (prevailing Eastern time), one Business Day prior to the requested Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date.

2.3          Overadvances.  If at any time or times, the aggregate outstanding principal balance of all Loans exceeds Maximum Loan Amount (the amount by which the aggregate outstanding principal balance of all Loans exceeds the Maximum Loan Amount is hereinafter referred to an “Overadvance"), such Overadvance shall be immediately due and payable by the Borrowers on demand by the Lender, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all of the benefits of the Loan Documents.  Any funding of an Overadvance is not, and shall not constitute, a waiver by the Lender of the Event of Default caused thereby.   In no event shall the Borrowers be deemed a beneficiary of this subsection 2.3 nor is authorized to enforce any of its terms.

2.4          Use of Proceeds.  The proceeds of the Loans shall be used by the Borrowers solely to finance the general working capital requirements of the Borrowers.

2.5          Interest Rate.

(a)          Subject to the provisions of subsections 2.5(b) and 2.5(c):

(i)          During the period from the Closing Date to and including February 23, 2023, the unpaid principal balance of all Loans then outstanding under this Agreement shall accrue interest at a rate of EIGHT AND 00/100 PERCENT (8.00%) per annum until paid in full; and

(ii)          after February 23, 2023, the unpaid principal balance of all Loans then outstanding under this Agreement shall accrue interest at a rate of FOURTEEN AND 00/100 PERCENT (14.00%) per annum until paid in full.

(b)          Interest per annum shall be calculated on the basis of actual number of days elapsed and an assumed 360‑day year.  Therefore, each dollar of principal outstanding hereunder for all or any part of a day shall accrue interest equal to 1/360th of the per annum interest accruing hereunder on each such dollar.  Interest shall accrue on each day or part thereof that any principal is outstanding, including Sundays, legal holidays and other non‑business days. In all events, the maximum amount of interest payable under this Agreement shall not exceed the maximum amount of interest allowed under applicable usury or other similar laws affecting maximum allowable interest chargeable.

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(c)          Notwithstanding any provision contained in this Agreement or any other Loan Document to the contrary, if all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise, but taking into account any applicable grace period under subsection 8.1(a)), such overdue amount shall bear interest at a rate per annum equal to EIGHTEEN AND 00/100 PERCENT (18.00%) (hereinafter referred to as the “Default Rate”), in each case from the date of such non-payment until such amount is paid in full (after as well as before judgment); provided, however, in no event shall the amount paid or agreed to be paid by the Borrowers (or any other Person) as interest or as a premium on the Loans or any other Obligations exceed the maximum amount of interest allowed under applicable usury or other similar laws affecting maximum allowable interest chargeable.

2.6         Repayment of Loans.

(a)          No principal or interest shall be due and payable on any Loans until the Maturity Date (or such earlier date on which the Loans become due and payable pursuant to subsection 8.1).

(b)          On the Maturity Date (or such earlier date on which the Loans become due and payable pursuant to subsection 8.1), the entire outstanding balance of all of the Loans (including, all unpaid principal under the Loans, together with all accrued and unpaid interest thereon and all unpaid fees, charges, costs and expenses under this Agreement and the other Loan Documents) shall be immediately due and payable in full in cash.

2.7          Prepayment.  The Borrowers shall have the right, at any time, to prepay, all or any portion of the outstanding Loan, without penalty or premium.

2.8          Bridge Term Note.  On the Closing Date, the Borrowers shall execute and deliver to the Lender a Bridge Term Note, dated as of the Closing Date, from the Borrowers, evidencing the Loans, substantially in the form of Exhibit A (the “Note”).  The Lender is hereby authorized to record the date and amount of each Loan made by the Lender and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Note, and any such recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded (absent manifest error); provided, however, that the failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrowers to repay (with applicable interest) the Loans made by the Lender.

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3.           GRANT OF SECURITY INTEREST.

3.1       Security Interest.  Each Borrower hereby grants to the Lender a security interest in all of the present and future rights, title and interests of such Borrower in and to the following property, whether now or hereafter owned or acquired by such Borrower, wherever such property may be located, together with all substitutions for, replacements of, additions to, accessions to, and products, Proceeds (including without limitation, any insurance proceeds and tax refunds) and Records of any and all of the following (collectively, the “Collateral”):

(a)          All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

(b)         all Borrowers’ Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit perfection of the Lender's security interest in such Accounts and such other property of the Borrowers that are proceeds of the Intellectual Property.

3.2       Obligations Secured.  The security interests granted by the Borrowers to the Lender under Section 3.1 of this Agreement secures the prompt and complete payment and performance by the Borrowers to the Lender when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations.

4.          REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents and warrants to the Lender on the date hereof, and on each date on which a Loan is made hereunder, as follows:

4.1     Existence; Power and Authority; Compliance with Laws.  Each Borrower (a) is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its jurisdiction of organization, (b) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to execute and deliver this Agreement, and to perform its obligations hereunder, and (c) is in compliance with all Laws except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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4.2  Name; Chief Executive Office.  The name of each Borrower set forth in the first paragraph of this Agreement is the true, correct and complete legal name of such Borrower, and no Borrower has done business under, or used, any other name, other than as noted in the first paragraph of this Agreement.  The chief executive office and principal place of business of each Borrower is located at the address set in subsection 9.4 of this Agreement.  Each Borrower keeps all of its Records concerning its accounts, contract rights and other property at its chief executive office

4.3    Authorization; Execution and Delivery. The execution and delivery of this Agreement by each Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. Each Borrower has duly executed and delivered this Agreement.

4.4  No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Governmental Authority or any other Person is required in order for any Borrower to execute, deliver, or perform any of its obligations under this Agreement or any of the Loan Document to which such Borrower is a party, except in connection with the Senior Credit Facility.

4.5  No Violations. The execution and delivery of this Agreement and the consummation by the Borrower of the transactions contemplated hereby do not and will not (a) violate any Law applicable to any Borrower or by which any of its properties or assets may be bound; or (b) constitute a default under any material agreement or contract by which any Borrower may be bound other than the Senior Credit Facility.

4.6  Enforceability.  The Agreement and each of the other Loan Documents to which any Borrower is a party is a valid, legal, and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.7  No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of any Borrower, threatened by or against any Borrower or any of its property or assets (a) with respect to the Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or (b) that would be expected to materially adversely affect the financial condition of the Borrowers or the ability of the Borrowers to perform their obligations under the Agreement or any of the Loan Documents.

4.8  Title To Assets.  Each Borrower has title to all its property, free of any and all Liens (other than Permitted Liens).

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5.           AFFIRMATIVE COVENANTS. So long as any Loan is outstanding, or the Lender has any obligation to make any Loans to the Borrowers under this Agreement, the Borrowers shall:

5.1    Maintenance of Existence. (a) Preserve, renew, and maintain in full force and effect its corporate or organizational existence and (b) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.2     Compliance. Comply with all Laws applicable to it and its business and its obligations under its material contracts and agreements, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.3  Payment Obligations. Pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, and reserves in conformity with GAAP with respect thereto have been provided on its books.

5.4    Financial Statements.   As soon as available, but not later than five (5) Business Days after the same are sent or filed, as the case may be, the Borrowers will provide the Lender with copies of all financial statements and reports that the Borrowers send to the Senior Lender or any of the owners of its equity interests or files with the Securities and Exchange Commission or any other Governmental Authority.

5.5    13-Week Cash Flow Projections.  No later than the close of business on the first Business Day of each week, commencing with the first week following the date hereof, the Borrowers shall deliver to the Lender 13-week cash flow projections for the 13-week period then commencing, with a rolling variance from the original/most recent 13-week projections, all in a form and substance acceptable to the Lender.

5.6  Other Information.  Promptly after the request by the Lender, the Borrowers will provide to the Lender such additional financial statements and other related data and information as to the business, operations, results of operations, assets, collateral, liabilities or condition (financial or otherwise) of the Borrowers as the Lender may from time to time reasonably request.

5.7  Notice of Events of Default; Material Adverse Effect.

(a)          As soon as possible and in any event within five (5) Business Days after it becomes aware that an Event of Default has occurred, notify the Lender in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

(b)          As soon as possible and in any event within five (5) Business Days after it becomes aware that any development or event which could reasonably be expected to have a Material Adverse Effect, notify the Lender in writing of the nature and extent of such Material Adverse Effect and the action, if any, it has taken or proposes to take with respect to such Material Adverse Effect.

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(c)          Contemporaneously with the delivery by any Borrower to the Senior Lender of any notices or reports pursuant to the Senior Credit Facility, such Borrower will send to the Lender a copy of any such notices or reports in the same format and substance as so delivered to the Senior Lender.

5.8    Records. Maintain their financial Records in an accurate, up‑to‑date, complete and standardized fashion in accordance with GAAP, consistently applied, and in accordance with any state or federal regulatory requirements applicable to the business or activities of the Borrowers.

5.9  Inspection.  At all reasonable times during regular business hours, make available in their offices, and shall allow the Lender access to, all of the Borrowers’ Records for inspection, audit, examination and copying by the Lender and the Lender’s representatives, and the Borrowers will, at all reasonable times, permit entry by the Lender upon the premises of the Borrowers for purposes of inspection of its properties by the Lender (or its representatives and agents).

5.10  Payment of Taxes.  Pay when due all taxes, including all real and personal property taxes, assessments and charges and all franchise, income, unemployment, old age benefit, withholding, sales and other taxes assessed against it or any of its properties, and otherwise payable by it, at such times and in such manner as necessary to prevent any penalty from accruing or any Lien or charge from attaching to its properties.  The provisions of this subsection, however, shall not preclude the Borrowers from contesting, in good faith and by expeditious process, any such tax, and the Borrowers shall not be in default under this subsection by reason of the existence of a Lien for taxes not then due, all provided that:  (a) the Lender has been notified in writing by the Borrowers of such contest; (b) the enforcement of any and all Liens for non‑payment of such taxes is effectively stayed; (c) the Lender is reasonably satisfied that the Borrowers have reasonable basis for such contest or dispute; and (d) the Borrowers shall immediately pay the full amount of such taxes in the event the Borrowers’ contest or dispute is unsuccessful.

5.11  Insurance.   Maintain insurance, at all times, with financially sound and reputable companies as are reasonably satisfactory to the Lender, in such amounts and against such risks as are customarily insured against by businesses operating in a similar line of business in a similar area, and consistent with sound business practice, in no event less than the lesser of (a) the full insurable replacement cost value of all of the Borrowers’ tangible personal property (and, in any case, the amount necessary to avoid any co-insurance or contributions by the Borrowers) or (b) the total aggregate outstanding principal indebtedness owing by the Borrower to all of the Lender, including casualty insurance covering the property of the Borrowers against the hazards of fire, flood, sprinkler leakage, burglary, theft, pilferage, loss in transit, those hazards covered by extended coverage, and such other coverages as the Lender may require, all such insurance to be in such form, for such periods and with such companies as shall be reasonably acceptable to the Lender.  Certificates of insurance of, and true and complete copies of (and, upon request, the original policies of) all such casualty insurance policies and endorsements thereto shall be delivered to the Lender; and, upon request, satisfactory evidence of general liability, products liability, workers’ compensation and other insurance coverage, in form and substance satisfactory to the Lender, shall be furnished to the Lender within three (3) business days of each request therefor.

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5.12  Further Assurances. Upon the request of the Lender, execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Agreement.

6.          NEGATIVE COVENANTS. So long as any Loan is outstanding, or the Lender has any obligation to make any Loans to the Borrowers under this Agreement, the Borrowers shall not:

6.1  Limitation on Indebtedness. Incur, create, or assume any Indebtedness (other than Permitted Indebtedness).

6.2  Limitation on Liens. Incur, create, assume, or suffer to exist any Lien (other than Permitted Liens) on any of its property or assets, whether now owned or hereafter acquired.

6.3  Limitation on Changes in Name and Locations.  (a) change its name, identity, organizational structure, jurisdiction of organization, chief executive office or place where its business Records are kept, (b) move any tangible Collateral to a location other than at its chief executive office, or (c) merge into or consolidate with any other entity, unless in each case it shall have given the Lender at least thirty (30) days prior written notice thereof and all filings and other actions to maintain the perfection of the security interest granted hereby shall have been made.

6.4  Limitation on Fundamental Changes.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets (other than sales of assets expressly permitted by subsection 6.6), or make any material change in its present method of conducting business.

6.5  Limitation on Sale of Assets.  Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired to any Person, except: (a) the conveyance, sale, lease, assignment, transfer or other disposition of obsolete or surplus property in the ordinary course of business; and (b) the sale of inventory in the ordinary course of business.

7.          POWER OF ATTORNEY.

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7.1  Appointment and Powers.  Each Borrower hereby irrevocably constitutes and appoints the Lender as its true and lawful attorney, coupled with an interest, with full power of substitution (in each case at the sole risk, cost and expense of the Borrowers but for the benefit of the Lender) to do the following, at any time or times after an Event of Default has occurred and is continuing, or after any applicable demand for payment of the Obligations has been made and has not been satisfied in full, (i) to protect the Lender’s security interest in the Collateral or any portion thereof; (ii) to receive and open any Borrower’s mail, remove therefrom and hold or apply any Collateral and dispose of such mail or turn over such mail (other than such Collateral) to the Borrower or any trustee in bankruptcy, receiver, assignee for benefit of creditors or other legal representatives to whom the Lender determines to be the appropriate recipient thereof; (iii) to endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts, notes, money orders, acceptances and other items, Instruments and forms of payment, and to sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral; (iv) to sign the Borrower’s name to any invoices, schedules, freight or express receipts, bills of lading, and other Documents or writings of a similar or different nature, relating to the Collateral; (v) to sign the name of any Borrower on any schedules and assignments of Accounts, and on notices of assignment, financing statements and other public records relating to the Collateral, and on any notice to any Borrower’s account debtors for verification of the Accounts; to prosecute, defend, compromise or release any action relating to the Collateral; to notify the post office authorities to change the address for delivery of any Borrower’s mail to an address designated by the Lender, and to sign change of address forms therefor; (vi) to sign any Borrower’s name in proofs of claim in bankruptcies of account debtors, notices of lien, claims of mechanics liens, or assignments or releases of any Liens securing the Accounts; (vii) to take any such actions as may be necessary to obtain payment of any letter of credit of which any Borrower is a beneficiary; to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Borrower; to notify any Persons of the rights and interests of the Lender, of the applicable Events of Default and of any matter relating to Collateral; (viii) to take any and all other actions (including, without limitation, the right to sue in the name of any Borrower or the Lender to collect upon any and all Collateral and to settle, adjust or compromise any and all claims with respect to Collateral including insurance claims) as the Lender shall deem necessary or expedient to convert the Collateral into cash; and (ix) otherwise to exercise any rights or remedies of the Lender hereunder or under any of the Loan Documents, or otherwise under agreement or applicable law, including the UCC.

7.2  Ratification and Indemnification Under Power of Attorney.  In connection with all powers of attorney set forth in this Agreement, the Lender shall have full power to exercise such powers as fully and effectually as any Borrower might or could do; each Borrower agrees that the Lender shall not be obligated to exercise any of the powers authorized herein, and shall be free to exercise or refrain from exercising any of such powers at any time or times in its absolute discretion, and, if the Lender elects to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, and shall not be responsible to any Borrower except for the Lender’s gross negligence, actual bad faith or willful misconduct; and all powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable until such time as all Obligations have been paid (without being subject to or susceptible of recovery by any Person) or performed and the Lender’s agreement, if any, to make advances has terminated.

8.          EVENTS OF DEFAULT; RIGHTS AND REMEDIES.

8.1        Events of Default; Acceleration.  If any of the following events (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur:

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(a)         Any Borrower shall fail to pay any principal or interest of any Loan when due in accordance with the terms of this Agreement or the Borrowers shall fail to pay any other amount payable hereunder within five (5) days after any such other amount becomes due in accordance with the terms of this Agreement and the other Loan Documents; or

(b)         Any representation or warranty made by any Borrower to the Lender in this Agreement or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(c)          Any Borrower fails to observe or perform any covenant, condition, or agreement contained in any of subsection 2.3, 5.4, 5.5, 5.7. 5.9. 5.10 or 5.11 or Section 6 of this Agreement; or

(d)          Any Borrower fails to observe or perform any covenant, condition, or agreement contained in this Agreement or any other Loan Document (other than as provided in subsection 8.1(a), 8.1(b) or 8.1(c)) and such failure continues for thirty (30) days after the earlier of (i) the date on which any officer of any Borrower first learns of such default or (ii) the date on which written notice thereof shall have been given to any Borrower by the Lender;

(e)          Any Borrower commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or any Borrower makes a general assignment for the benefit of its creditors;

(f)          Any proceeding or case shall be commenced against any Borrower, without the application or consent of such Borrower, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of assets of such Borrower, or (iii) similar relief in respect of it, under any Law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts or any other law providing for the relief of debtors, and such proceeding or case shall continue un-dismissed, or un-stayed and in effect, for a period of sixty (60) days; or an order for relief shall be entered in an involuntary case under the United States Bankruptcy Code, as amended from time to time, against such Borrower or action under the Laws of the jurisdiction of incorporation or organization of such Borrower similar to any of the foregoing shall be taken with respect to such Borrower and shall continue un-stayed and in effect for a period of sixty (60) days; or

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(g)          One or more judgments or decrees shall be entered against any Borrower involving a liability of One Hundred Thousand and 00/100 Dollars ($100,000.00) or more (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage) and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within ten (10) days from the entry thereof; or

(h)        If any of the Loan Documents (including this Agreement) (or any provision contained therein) shall be cancelled, terminated, revoked, curtailed or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke, curtail or rescind any of the Loan Documents shall be commenced by or on behalf of any Borrower or any of its officers, director or stockholders of any Borrower, or any Governmental Authority of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any of the Loan Documents (including this Agreement) (or any provision contained therein) is illegal, invalid or unenforceable in accordance with the terms thereof; or

(i)          the security interest granted by any Borrower to the Lender under Section 3 of this Agreement shall cease for any reason: (i) to create a valid and perfected second priority security interest in and to all of the Collateral pledged thereunder; or (ii) to be in full force and effect or be declared null and void; or

(j)         a material portion of the property of any Borrower is damaged by fire or other casualty, or otherwise lost or stolen, the restoration or replacement cost of which property exceeds, in the aggregate, the amount of insurance proceeds readily available for such restoration or replacement, and such loss would have a material adverse effect upon such Borrower; or

 (k)         any Event of Default (as defined in the Senior Loan and Security Agreement) shall exist and remains un-waived or uncured under the Senior Loan and Security Agreement if, as a result of such Event of Default (as defined in the Senior Loan and Security Agreement), the Senior Lender is entitled to cause the Senior Credit Facility to become due prior to its stated date of maturity; or

(l)           the occurrence of any Material Adverse Change;

then, and in any such event, so long as the same may be continuing, the Lender may, by notice in writing to the Borrowers, declare all of the Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that in the event of any Event of Default specified in subsection 8.1(e) or 8.1(f), all of the Obligations shall become immediately due and payable automatically and without any requirement of notice from the Lender.

8.2          Termination of Advances.    If any one or more of the Events of Default specified in subsection 8.1(e) or subsection 8.1(f) shall occur, any unused portion of the Loans hereunder shall forthwith immediately and automatically terminate and the Lender shall be relieved of all further obligations to make Loans to any Borrower.  If any other Event of Default shall have occurred and be continuing, the Lender may, by notice to the Borrowers, terminate the unused portion of the Loans hereunder, and upon such notice being given such unused portion of the Loans hereunder shall terminate immediately and the Lender shall be relieved of all further obligations to make Loans.  No termination of the Loans hereunder shall relieve any Borrower of any of the Obligations.

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8.3         Set Off.  Regardless of the adequacy of any of the Collateral, upon the occurrence and during the continuance of any Event of Default, any deposits or other sums credited by or due from the Lender to any Borrower and any securities or other property of any Borrower in the possession of the Lender may be applied to or set off by the Lender against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers to the Lender.

8.4         Rights and Remedies.  Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement or in any of the other Loan Documents, all of the rights and remedies of a secured party under the UCC or other applicable laws, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by law.  The Lender shall further have as a matter of right and without notice to the Borrowers, unless otherwise required by applicable law, and without regard to the adequacy or inadequacy of any collateral as security for the Obligations or the interest of the Borrowers therein, the right to apply to any court of competent jurisdiction to appoint a receiver of any Borrower of all or any portion of the property of any Borrower and to have such receiver or receivers appointed, and each Borrower hereby irrevocably consents to such appointment and waives notice of any application therefor (except as may be required by law).  Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of the Lender provided in this Agreement and the other Loan Documents including, without limitation and to the extent permitted by law, and by such documents, the right to operate under existing licenses, franchises and permits granted or issued to any Borrower and the right to enter into licenses, sublicenses, leases and subleases of all or any part of the collateral to the extent that any Borrower possessed such rights, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Collateral unless such receivership is sooner terminated

8.5       No Waiver; Cumulative Remedies. No failure to exercise, and no delay in exercising on the part of the Lender, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

9.          MISCELLANEOUS.

9.1          Joint and several Liability.   All of the obligations and liabilities of the Borrowers to the Lender under this Agreement and the other Loan Documents are joint and several.

9.2          Survival of Covenants; Binding Effect.

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(a)          All agreements, representations, covenants and warranties made by the Borrowers in this Agreement, the other Loan Documents, or in any certificate or other document delivered to the Lender in connection herewith shall survive the termination of this Agreement and survive the execution and delivery of this Agreement, and shall remain in full force and effect until all Obligations have been paid in full and satisfied, and its rights and remedies hereunder and under the other Loan Documents shall continue in full force and effect, notwithstanding the fact that Loans may, from time to time, be in a zero or credit position, until all Obligations have been satisfied.

(b)        All the terms and provisions of this Agreement and the other Loan Documents shall be binding upon, inure to the benefit of and be enforceable by and against the parties hereto and their respective successors and assigns. Any reference in this Agreement or any of the other Loan Documents to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform). Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.

9.3         Prior Discussions; Counterparts.  This Agreement and all other Loan Documents incorporate all discussions and negotiations between the Borrowers and the Lender, either express or implied, concerning the matters included herein and therein, any custom, usage or other writing to the contrary notwithstanding.  No such discussions or negotiations shall limit, modify, or otherwise affect the provisions of the Loan Documents.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but such counterparts together shall constitute one and the same instrument.  Counterparts may be executed and delivered via facsimile, electronic mail or other transmission method and may be executed by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under E-SIGN, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform) and any counterpart so delivered shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder. Delivery of an executed counterpart of this Agreement or any other Loan Document by e-mail (including by .pdf file) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document, whichever or both is applicable. Any proof of this Agreement shall require production of only one such counterpart.

9.4         Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall, unless otherwise expressly provided herein, be in writing (including by facsimile or e-mail transmission), and shall be deemed to have been duly given when delivered by hand, or when sent by facsimile transmission, answer back received, or when sent by e-mail, on the date of transmission (provided that no “out of office” return message has been received), or on the first Business Day after delivery to any overnight delivery service, freight prepaid, or three (3) Business Days after being sent by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows, or to such other address as may be hereafter notified by the respective parties hereto:

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(a)	If to any Borrower, then:	Minim Inc.
		Cadence Connectivity, Inc.
		848 Elm Street, Suite 201
		Manchester, NH   03101
		Attn: Mehul Patel
		E-mail:  mehul@minim.com
(b)	If to the Lender, then:	Slingshot Capital, LLC
		848 Elm Street, Suite 200
		Manchester, NH  03101
		Attn: Jeremy Hitchcock
		E-mail: jeremy@orbitgroup.com

9.5          Expenses.

(a)         The Borrowers shall reimburse the Lender on demand for up to TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($25,000.00) of reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable expenses and fees of its external counsel) incurred by the Lender in connection with the transactions contemplated hereby including the negotiation, documentation, and execution of this Agreement and the Loan Documents.

(b)         The Borrowers jointly and severally agree to pay all reasonable out-of-pocket expenses (including without limitation reasonable legal fees and costs, which attorneys may be employees of the Lender, and reasonable consulting, accounting, appraisal and similar professional fees and charges) incurred by the Lender in connection with (i) the enforcement of or preservation by the Lender of any of its rights under  this Agreement or any of the other Loan Documents or at law or in equity against any Borrower after the occurrence of any Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Lender’s relationship with the Borrowers.  The covenants contained in this subsection shall survive payment or satisfaction in full of all amounts due from the Borrowers under the Loan Documents.

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9.6        General Indemnification.  The Borrowers shall, and do hereby, indemnify and save each of the Lender harmless from (and agrees to defend the Lender from) any and all liabilities, damages, costs, losses and expenses (including court costs and attorney’s reasonable fees and expenses) that the Lender may sustain or incur by reason of, relating to or arising out of the preparation of this Agreement, or in collecting or enforcing the Obligations, or in enforcing any of the rights or remedies of the Lender, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement, any of the other Loan Documents, the Obligations, or on account of the relationship of the Lender with the Borrowers, or any other Person responsible for any of the Obligations except for such claims which have been determined by a court of competent jurisdiction to have arisen out of the actual bad faith or willful misconduct of the Lender.  The indemnification contained herein shall survive termination of this Agreement.

9.7         Successors and Assigns. This Agreement may be assigned or transferred by the Lender to any Person. The Borrowers may not assign or transfer this Agreement or any of its rights hereunder without the prior written consent of the Lender. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.

9.8         Amendments and Waivers. No term of this Agreement may be waived, modified, or amended except by an instrument in writing signed by both of the Parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

9.9         Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

9.10     Severability. If any term or provision of this Agreement or the Loan Documents are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or the Loan Documents or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.11       Waiver of Jury Trial.  THE BORROWERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

9.12    Governing Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF.

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IN WITNESS WHEREOF, the Parties have executed this Agreement under their respective seals as of the date first written above.

BORROWER:
MINIM, INC.
By:	/s/ Mehul Patel
	Mehul Patel
	Chief Executive Officer
BORROWER:
CADENCE CONNECTIVITY, INC.
By:	/s/ Mehul Patel
	Mehul Patel
	Chief Executive Officer
LENDER:
	SLINGSHOT CAPITAL, LLC
By:	/s/ Jeremy Hitchcock
	Name: Jeremy Hitchcock
	Title: Manager

[Bridge Loan and Security Agreement – Signature Page]

BRIDGE LOAN AND SECURITY AGREEMENT

(the “Agreement”)

by and among

MINIM, INC.

as Borrower,

CADENCE CONNECTIVITY, INC.

as Borrower

and

SLINGSHOT CAPITAL, LLC

as Lender

Appendix A

1.          Definitions.  As used in this Agreement, the following terms shall have the meanings given to such terms as set forth below:

“Account” means, as to any Person, any “account” of such Person as “account” is defined in the UCC, together with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to such Person.

"Borrower" shall have the meaning given to that term as set forth in the first paragraph of this Agreement.

“Borrowers’ Books” means all Borrowers’ books and records including ledgers, federal and state tax returns, records regarding Borrowers’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

“Borrowing Date” means any Business Day specified in a notice pursuant to subsection 2.2 as a date on which any Borrower requests the Lender to make a Loan hereunder.

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“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New Hampshire, or is a day on which banking institutions located in the State of New Hampshire are required or authorized by any applicable law to be closed.

“Closing Date” means the date hereof.

“Collateral” shall have the meaning given to that term in subsection 3.1.

“Copyrights” means any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

"Default" shall have the meaning given to that term in subsection 8.1.

“Default Rate” shall have the meaning given to that term in subsection 2.5(c).

“Equipment” means all “equipment” as defined in the UCC, together with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

"Event of Default" shall have the meaning given to that term in subsection 8.1.

“E-SIGN” shall have the meaning given to that term in subsection 9.2(b).

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

 “General Intangibles” means all “general intangibles” as defined in the UCC in effect on the date hereof, together with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

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“Indebtedness” means, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under capitalized leases, (d) all obligations of such Person in respect of acceptances issued or created for the account of such Person and (e) all indebtedness of others of the types described in (a) through (d) above secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof (the amount of such indebtedness with respect to such Person being deemed to be the lesser of the value of such property or the amount of indebtedness of others so secured.

“Intellectual Property” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:

(a)    its Copyrights, Trademarks and Patents;

(b)  any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how and operating manuals;

(c)   any and all source code;

(d)   any and all design rights which may be available to such Person;

(e)       any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f)            all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Inventory” shall have the meaning given to that term in the UCC in effect on the date hereof, together with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

"Law" means as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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"Lender" shall have the meaning given to that term as set forth in the first paragraph of this Agreement.

"Lien" means any and all mortgages, pledges, hypothecation, security interests, encumbrances, lien (statutory or other), or charges of any kind, including agreements to give any of the foregoing; conditional sales or other title retention agreements or devices, or any leases in the nature thereof; and filing of, giving or agreement to give, any financing statement under the UCC of any jurisdiction

"Loan" or “Loans” shall have the meaning given to that term as set forth in subsection 2.1(a) of this Agreement.

“Loan Documents” means this Agreement, the Note, the Subordination Agreement and any and all other agreements, instruments and documents executed and delivered pursuant to or in connection with this Agreement, the Note, the Subordination Agreement and any and all extensions, renewals, amendments, substitutions and rewritings thereof.

"Material Adverse Change" or “Material Adverse Effect” means a material adverse effect or change on (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise), or prospects of the Borrowers; (b) the validity or enforceability of the Agreement or the other Loan Documents; (c) the perfection or priority of any Lien purported to be created under this Agreement; (d) the rights or remedies of the Lender under this Agreement or under any of the other Loan Documents; or (e) the ability of any Borrower to perform any of its material payment obligations under this Agreement or under the other Loan Documents.

"Maturity Date" means June 12, 2023; provided, however, if the Senior Credit Facility is paid in full in cash prior to such date, then for purposes of this Agreement and the other Loan Documents, the term “Maturity Date” shall mean and refer to the date on which the Senior Credit Facility is paid in full in cash.

"Maximum Loan Amount" shall have the meaning given to that term in subsection 2.1(a).

“Note” shall have the meaning given to that term in subsection 2.8.

“Obligations” means all Indebtedness, liabilities and obligations of the Borrowers to the Lender of every kind, nature and description, and however arising, whether or not the same are now existing or hereafter arising or acquired; matured or un-matured; absolute or contingent; liquidated or unliquidated; joint or several; or direct or indirect (including, without limitation, all Indebtedness, liabilities and obligations of the Borrowers to the Lender, whether of payment or of performance, and arising pursuant to or in connection with the Loan Documents).

“Overadvance" shall have the meaning given to that term in subsection 2.3.

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“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

"Parties" has the meaning set forth in the first paragraph of this Agreement.

"Permitted Indebtedness" means the following: (a) all Indebtedness of the Borrowers to the Senior Lender under the Senior Loan and Security Agreement; (b) Indebtedness of the Borrowers to the Lender arising under any of the Loan Documents; (c) current liabilities incurred in the ordinary course of business and are not incurred through (i) the borrowing of money or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; and (d) Indebtedness with respect to taxes, assessments, governmental charges or levies which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Borrowers’ Books, in conformity with GAAP.

 “Permitted Liens” means, collectively, the following: (a) any Liens in favor of the Senior Lender; (b) any Liens in favor of the Lender; (c) Liens in respect of taxes, fees, assessments and other governmental charges not yet due and payable, or with respect to which the validity thereof is currently being contested in good faith by appropriate proceedings in accordance with the provisions of this Agreement; (d) landlord’s Liens in respect of rent not in default or Liens in respect of pledges or deposits under worker’s compensation, unemployment insurance, social security laws or similar legislation or in connection with appeal and similar bonds incidental to litigation, mechanics’, laborers’, and materialmen’s and similar Liens, if the obligations secured by such Liens are not then delinquent, and Liens securing statutory obligations incidental to the conduct of the business of the Borrower which do not in the aggregate materially detract from the value of the property of the Borrower or materially impair the use thereof in the operation of their respective businesses; and (d) judgment Liens to the extent that such Liens do not constitute an Event of Default.

"Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.

“Proceeds” shall have the meaning given to that term in the UCC.

“Products” shall have the meaning given to that term in the UCC.

“Records” means all Borrowers’ Books, records and information in whatever medium the same may be stored, contained, recorded or maintained, including all electronically recorded information and all rights of access to such books, records and information, computer software and information (and all rights, programs, manuals, storage, backup, service contracts, licenses and source codes with respect thereto), and all property in which such books, records and information are stored, contained, recorded or maintained.

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“Senior Credit Facility” means the Debt of the Borrowers to the Senior Lender pursuant to the Senior Loan and Security Agreement.

“Senior Lender” means Silicon Valley Bank, together with successors and assigns.

“Senior Loan and Security Agreement” means that certain Loan and Security Agreement, dated as of March 12, 2021, by and among of the Borrowers and the Senior Lender, as amended by certain First Amendment to Loan and Security Agreement, dated as of November 1, 2021, by and among the Borrowers and the Senior Lender, as the same may be further amended, restated, extended, supplemented or modified from time to time.

“Subordination Agreement” means that certain Subordination Agreement, dated as of the date hereof by and among the Borrowers and the Senior Lender, as the same may be hereafter amended, restated, extended, supplemented or modified, in accordance with the terms contained therein.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of any Borrower connected with and symbolized by such trademarks.

“UCC” means the Uniform Commercial Code as from time to time in effect in the Commonwealth of Massachusetts; provided, however, that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, then the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy.

All other terms not defined in this Agreement but defined in the UCC shall have the meanings given to such terms in the UCC.

2.          Use of Terms.  The use of the singular of terms which are defined in the plural shall mean and refer to any one of them; and pronouns used herein shall be deemed to include the singular and the plural and all genders.  The use of the connective “or” is not intended to be exclusive.  The term “may not” is intended to be prohibitive and not permissive.  The use of “includes” and “including” is intended to be interpreted as expansive and amplifying and not as limiting in any way.  The terms defined elsewhere in this Agreement shall have the respective meanings ascribed to them where so defined.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

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EX-99.4

Exhibit 99.4

Security and Loan Termination Agreement

This Security and Loan Termination Agreement (this “Agreement”) is entered into as of this 29^th day of November, 2022 by and between Minim, Inc., a Delaware corporation (as successor by merger to Zoom Telephonics, Inc. (“Minim”), Cadence Connectivity, Inc., a Delaware corporation (formerly known as Zoom Connectivity, Inc.) (“Cadence” and, together with Minim, each a “Borrower” and, together, the “Borrowers”), and Slingshot Capital, LLC, a Delaware limited liability company (“Lender” and, together with Borrowers, each a “Party” and, collectively, the “Parties”).

WHEREAS, the Parties are parties to that certain Bridge Loan and Security Agreement dated as of November 23, 2022 (the “Loan Agreement”); and

WHEREAS, the Parties desire to terminate the Loan Agreement in its entirety.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, pursuant to Section 9.8 of the Loan Agreement, the Parties hereby agree that: 1) effective as of the execution of this Agreement, the Loan Agreement shall terminate in its entirety, and be of no further force or effect of any nature; 2) without limiting the generality of the foregoing, Lender shall have no further security interest of any nature in any assets of either Borrower; and 3) to the extent that Lender has filed any UCC financing statements or created any other lien of any nature with respect to any assets owned by either Borrower, Lender shall immediately terminate all such liens and hereby authorizes Borrowers to take all such actions, on behalf of Lender, as may be required to terminate any such liens.

[remainder of page left intentionally blank]

IN WITNESS WHEREOF, the Parties have executed this Security and Loan Termination Agreement as of the date first indicated above.

BORROWER:
MINIM, INC.
By:	/s/ Mehul Patel
	Mehul Patel
	Chief Executive Officer
BORROWER:
CADENCE CONNECTIVITY, INC.
By:	/s/ Mehul Patel
	Mehul Patel
	Chief Executive Officer
LENDER:
SLINGSHOT CAPITAL, LLC
By:	/s/ Jeremy Hitchcock
	Name: Jeremy Hitchcock
	Title: Manager

EX-99.5

Exhibit 99.5

EXECUTION

THIS INSTRUMENT IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED OF EVEN DATE HEREWITH, BY AND AMONG THE BORROWERS, THE LENDER AND SILICON VALLEY BANK, TO WHICH REFERENCE IS MADE FOR THE TERMS OF SUCH SUBORDINATION.

BRIDGE LOAN AGREEMENT

This BRIDGE LOAN AGREEMENT is made as of November 30, 2022 (this "Agreement") by and among (a) MINIM, INC., a Delaware corporation (as successor by merger to Zoom Telephonics, Inc.) ("Minim"), (b) CADENCE CONNECTIVITY, INC., a Delaware corporation (formerly known as Zoom Connectivity, Inc.) (“Cadence”) (Minim and Cadence are hereinafter sometimes referred to collectively as the “Borrowers” and each singly as a “Borrower”) and (c) SLINGSHOT CAPITAL, LLC, a Delaware limited liability company (the "Lender") (the Lender and the Borrowers are hereinafter sometimes referred to collectively as the “Parties” and each singly as a “Party”).

In order to induce the Lender to make certain Loans to the Borrowers, and in consideration thereof and in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers hereby jointly and severally agree with the Lender as follows:

1.          DEFINITIONS; INTERPRETATION.

All capitalized terms not defined herein but defined in Appendix A attached hereto shall have the meanings given to such terms in Appendix A attached hereto.  All terms defined in this Agreement shall also have such defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto, unless otherwise specified herein or therein.

All references in this Agreement to Sections, Subsections, Exhibits, Schedules and Appendices refer to the Sections, Subsections, Exhibits, Schedules and Appendices of this Agreement unless otherwise indicated.  All Exhibits, Schedules and Appendices attached to this Agreement are incorporated herein and made a part hereof.

2.          LOANS – ALL LOANS AFTER CLOSING DATE TO BE MADE ON A DISCRETIONARY BASIS.

2.1          General.

(a)          Subject to the terms and conditions hereof, and so long as no Event of Default has occurred and is continuing, the Borrowers may request that the Lender make certain loans (hereinafter referred to collectively as the “Loans” and each singly as a “Loan”) to the Borrowers; provided, however, that the aggregate outstanding principal balance of all Loans (after giving effect to all requested Loans) shall not, at any time, exceed ONE MILLIONS FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00) (the “Maximum Loan Amount”), it being understood, acknowledged and agreed by the Parties that:

 (i)          On the Closing Date, the Lender has made an initial Loan to the Borrowers in the original principal amount of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00); and

(ii)          After the Closing Date, the Lender has no absolutely obligation whatsoever under this Agreement or any of the other Loan Documents to make any Loans to the Borrowers and that each such Loan will be made only at the sole, absolute and complete discretion of the Lender.

(b)          The Borrowers may from time to time borrow, pay and prepay the Loans but the amount of any Loan that is so paid or prepaid may not be re-borrowed.

2.2          Procedure for Borrowing.  When making a request for any Loan, the Borrowers shall deliver to the Lender (a) an irrevocable notice thereof (which notice must be received by the Lender prior to 2:00 p.m. (prevailing Eastern time), one Business Day prior to the requested Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date.

2.3          Overadvances.  If at any time or times, the aggregate outstanding principal balance of all Loans exceeds Maximum Loan Amount (the amount by which the aggregate outstanding principal balance of all Loans exceeds the Maximum Loan Amount is hereinafter referred to an “Overadvance"), such Overadvance shall be immediately due and payable by the Borrowers on demand by the Lender, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all of the benefits of the Loan Documents.  Any funding of an Overadvance is not, and shall not constitute, a waiver by the Lender of the Event of Default caused thereby.   In no event shall the Borrowers be deemed a beneficiary of this subsection 2.3 nor is authorized to enforce any of its terms.

2.4          Use of Proceeds.  The proceeds of the Loans shall be used by the Borrowers solely to finance the general working capital requirements of the Borrowers.

2.5          Interest Rate.

(a)          Subject to the provisions of subsections 2.5(b) and 2.5(c):

(i)           During the period from the Closing Date to and including February 28, 2023, the unpaid principal balance of all Loans then outstanding under this Agreement shall accrue interest at a rate of EIGHT AND 00/100 PERCENT (8.00%) per annum until paid in full; and

(ii)          after February 28, 2023, the unpaid principal balance of all Loans then outstanding under this Agreement shall accrue interest at a rate of FOURTEEN AND 00/100 PERCENT (14.00%) per annum until paid in full.

(b)          Interest per annum shall be calculated on the basis of actual number of days elapsed and an assumed 360‑day year.  Therefore, each dollar of principal outstanding hereunder for all or any part of a day shall accrue interest equal to 1/360th of the per annum interest accruing hereunder on each such dollar.  Interest shall accrue on each day or part thereof that any principal is outstanding, including Sundays, legal holidays and other non‑business days. In all events, the maximum amount of interest payable under this Agreement shall not exceed the maximum amount of interest allowed under applicable usury or other similar laws affecting maximum allowable interest chargeable.

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(c)          Notwithstanding any provision contained in this Agreement or any other Loan Document to the contrary, if all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise, but taking into account any applicable grace period under subsection 8.1(a)), such overdue amount shall bear interest at a rate per annum equal to EIGHTEEN AND 00/100 PERCENT (18.00%) (hereinafter referred to as the “Default Rate”), in each case from the date of such non-payment until such amount is paid in full (after as well as before judgment); provided, however, in no event shall the amount paid or agreed to be paid by the Borrowers (or any other Person) as interest or as a premium on the Loans or any other Obligations exceed the maximum amount of interest allowed under applicable usury or other similar laws affecting maximum allowable interest chargeable.

2.6          Repayment of Loans.

(a)          No principal or interest shall be due and payable on any Loans until the Maturity Date (or such earlier date on which the Loans become due and payable pursuant to subsection 8.1).

(b)          On the Maturity Date (or such earlier date on which the Loans become due and payable pursuant to subsection 8.1), the entire outstanding balance of all of the Loans (including, all unpaid principal under the Loans, together with all accrued and unpaid interest thereon and all unpaid fees, charges, costs and expenses under this Agreement and the other Loan Documents) shall be immediately due and payable in full in cash.

2.7          Prepayment.  The Borrowers shall have the right, at any time, to prepay, all or any portion of the outstanding Loan, without penalty or premium.

2.8          Bridge Term Note.  On the Closing Date, the Borrowers shall execute and deliver to the Lender a Bridge Term Note, dated as of the Closing Date, from the Borrowers, evidencing the Loans, substantially in the form of Exhibit A (the “Note”).  The Lender is hereby authorized to record the date and amount of each Loan made by the Lender and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Note, and any such recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded (absent manifest error); provided, however, that the failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrowers to repay (with applicable interest) the Loans made by the Lender.

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3.          SECOND LIEN ON COLLATERAL.

3.1          Senior Lien Consent Notice.  After the Closing Date, the Borrowers will use their best efforts to cause the Senior Lender to promptly deliver to the Lender and the Borrowers a Senior Lien Consent Notice.

3.2          Second Lien on Collateral.  Upon receipt by the Lender and the Borrowers of a Second Lien Consent Notice from the Senior Lender, it is understood and agreed that:

(a)          The Borrowers shall promptly grant to the Lender a security interest in the Collateral by executing and delivering to the Lender any and all security agreements that are prepared by the Lender and delivered to the Borrowers to secure the prompt and complete payment and performance by the Borrowers to the Lender when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations (it being further understood and agreed that such security agreements may be in the form of an amendment and restatement of this Agreement);

(b)          Any such security interest granted by the Borrowers to the Lender in the Collateral shall be subordinated to any and all security interests granted by the Borrowers to the Senior Lender in the Collateral (and at all times shall be limited to the same Collateral granted to the Senior Lender), all subject to the terms and conditions of that certain Subordination Agreement by and among Senior Lender, Lender, and Borrowers dated as of the date hereof;

(c)          The Lender is authorized to file, and may so file, any and all UCC-1 financing statements and to take any and all other actions to perfect or maintain the perfection of any security interest granted by the Borrowers to the Lender in the Collateral; and

(d)          The Borrower agrees to pay all fees, costs and expenses (including reasonable legal fees, costs and expenses) incurred by the Lender in connection with the preparation, execution and delivery by the Parties of any and all security agreements (including any amendment and restatement of this Agreement), other documents and instruments described in this Section 3.2 and/or the preparation and filing of any UCC-1 financing statements described herein.

4.          REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents and warrants to the Lender on the date hereof, and on each date on which a Loan is made hereunder, as follows:

4.1          Existence; Power and Authority; Compliance with Laws.  Each Borrower (a) is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its jurisdiction of organization, (b) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to execute and deliver this Agreement, and to perform its obligations hereunder, and (c) is in compliance with all Laws except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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4.2          Name; Chief Executive Office.  The name of each Borrower set forth in the first paragraph of this Agreement is the true, correct and complete legal name of such Borrower, and no Borrower has done business under, or used, any other name, other than as noted in the first paragraph of this Agreement.  The chief executive office and principal place of business of each Borrower is located at the address set in subsection 9.4 of this Agreement.  Each Borrower keeps all of its Records concerning its accounts, contract rights and other property at its chief executive office

4.3          Authorization; Execution and Delivery. The execution and delivery of this Agreement by each Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. Each Borrower has duly executed and delivered this Agreement.

4.4          No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Governmental Authority or any other Person is required in order for any Borrower to execute, deliver, or perform any of its obligations under this Agreement or any of the Loan Document to which such Borrower is a party, except in connection with the Senior Credit Facility.

4.5          No Violations. The execution and delivery of this Agreement and the consummation by the Borrower of the transactions contemplated hereby do not and will not (a) violate any Law applicable to any Borrower or by which any of its properties or assets may be bound; or (b) constitute a default under any material agreement or contract by which any Borrower may be bound other than the Senior Credit Facility.

4.6          Enforceability.  The Agreement and each of the other Loan Documents to which any Borrower is a party is a valid, legal, and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.7          No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of any Borrower, threatened by or against any Borrower or any of its property or assets (a) with respect to the Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby or (b) that would be expected to materially adversely affect the financial condition of the Borrowers or the ability of the Borrowers to perform their obligations under the Agreement or any of the Loan Documents.

4.8          Title To Assets.  Each Borrower has title to all its property, free of any and all Liens (other than Permitted Liens).

5.          AFFIRMATIVE COVENANTS. So long as any Loan is outstanding, or the Lender has any obligation to make any Loans to the Borrowers under this Agreement, the Borrowers shall:

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5.1          Maintenance of Existence. (a) Preserve, renew, and maintain in full force and effect its corporate or organizational existence and (b) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.2          Compliance. Comply with all Laws applicable to it and its business and its obligations under its material contracts and agreements, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.3          Payment Obligations. Pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, and reserves in conformity with GAAP with respect thereto have been provided on its books.

5.4          Financial Statements.   As soon as available, but not later than five (5) Business Days after the same are sent or filed, as the case may be, the Borrowers will provide the Lender with copies of all financial statements and reports that the Borrowers send to the Senior Lender or any of the owners of its equity interests or files with the Securities and Exchange Commission or any other Governmental Authority.

5.5          13-Week Cash Flow Projections.  No later than the close of business on the first Business Day of each week, commencing with the first week following the date hereof, the Borrowers shall deliver to the Lender 13-week cash flow projections for the 13-week period then commencing, with a rolling variance from the original/most recent 13-week projections, all in a form and substance acceptable to the Lender.

5.6          Other Information.  Promptly after the request by the Lender, the Borrowers will provide to the Lender such additional financial statements and other related data and information as to the business, operations, results of operations, assets, collateral, liabilities or condition (financial or otherwise) of the Borrowers as the Lender may from time to time reasonably request.

5.7          Notice of Events of Default; Material Adverse Effect.

(a)          As soon as possible and in any event within five (5) Business Days after it becomes aware that an Event of Default has occurred, notify the Lender in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

(b)          As soon as possible and in any event within five (5) Business Days after it becomes aware that any development or event which could reasonably be expected to have a Material Adverse Effect, notify the Lender in writing of the nature and extent of such Material Adverse Effect and the action, if any, it has taken or proposes to take with respect to such Material Adverse Effect.

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(c)          Contemporaneously with the delivery by any Borrower to the Senior Lender of any notices or reports pursuant to the Senior Credit Facility, such Borrower will send to the Lender a copy of any such notices or reports in the same format and substance as so delivered to the Senior Lender.

5.8          Records. Maintain their financial Records in an accurate, up‑to‑date, complete and standardized fashion in accordance with GAAP, consistently applied, and in accordance with any state or federal regulatory requirements applicable to the business or activities of the Borrowers.

5.9          Inspection.  At all reasonable times during regular business hours, make available in their offices, and shall allow the Lender access to, all of the Borrowers’ Records for inspection, audit, examination and copying by the Lender and the Lender’s representatives, and the Borrowers will, at all reasonable times, permit entry by the Lender upon the premises of the Borrowers for purposes of inspection of its properties by the Lender (or its representatives and agents).

5.10        Payment of Taxes.  Pay when due all taxes, including all real and personal property taxes, assessments and charges and all franchise, income, unemployment, old age benefit, withholding, sales and other taxes assessed against it or any of its properties, and otherwise payable by it, at such times and in such manner as necessary to prevent any penalty from accruing or any Lien or charge from attaching to its properties.  The provisions of this subsection, however, shall not preclude the Borrowers from contesting, in good faith and by expeditious process, any such tax, and the Borrowers shall not be in default under this subsection by reason of the existence of a Lien for taxes not then due, all provided that:  (a) the Lender has been notified in writing by the Borrowers of such contest; (b) the enforcement of any and all Liens for non‑payment of such taxes is effectively stayed; (c) the Lender is reasonably satisfied that the Borrowers have reasonable basis for such contest or dispute; and (d) the Borrowers shall immediately pay the full amount of such taxes in the event the Borrowers’ contest or dispute is unsuccessful.

5.11        Insurance.  Maintain insurance, at all times, with financially sound and reputable companies as are reasonably satisfactory to the Lender, in such amounts and against such risks as are customarily insured against by businesses operating in a similar line of business in a similar area, and consistent with sound business practice, in no event less than the lesser of (a) the full insurable replacement cost value of all of the Borrowers’ tangible personal property (and, in any case, the amount necessary to avoid any co-insurance or contributions by the Borrowers) or (b) the total aggregate outstanding principal indebtedness owing by the Borrower to all of the Lender, including casualty insurance covering the property of the Borrowers against the hazards of fire, flood, sprinkler leakage, burglary, theft, pilferage, loss in transit, those hazards covered by extended coverage, and such other coverages as the Lender may require, all such insurance to be in such form, for such periods and with such companies as shall be reasonably acceptable to the Lender.  Certificates of insurance of, and true and complete copies of (and, upon request, the original policies of) all such casualty insurance policies and endorsements thereto shall be delivered to the Lender; and, upon request, satisfactory evidence of general liability, products liability, workers’ compensation and other insurance coverage, in form and substance satisfactory to the Lender, shall be furnished to the Lender within three (3) business days of each request therefor.

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5.12          Further Assurances. Upon the request of the Lender, execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Agreement.

6.          NEGATIVE COVENANTS. So long as any Loan is outstanding, or the Lender has any obligation to make any Loans to the Borrowers under this Agreement, the Borrowers shall not:

6.1          Limitation on Indebtedness. Incur, create, or assume any Indebtedness (other than Permitted Indebtedness).

6.2          Limitation on Liens. Incur, create, assume, or suffer to exist any Lien (other than Permitted Liens) on any of its property or assets, whether now owned or hereafter acquired.

6.3          [Reserved].

6.4          Limitation on Fundamental Changes.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets (other than sales of assets expressly permitted by subsection 6.6), or make any material change in its present method of conducting business.

6.5          Limitation on Sale of Assets.  Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired to any Person, except: (a) the conveyance, sale, lease, assignment, transfer or other disposition of obsolete or surplus property in the ordinary course of business; and (b) the sale of inventory in the ordinary course of business.

7.          [RESERVED].

8.          EVENTS OF DEFAULT; RIGHTS AND REMEDIES.

8.1          Events of Default; Acceleration.  If any of the following events (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur:

 (a)         Any Borrower shall fail to pay any principal or interest of any Loan when due in accordance with the terms of this Agreement or the Borrowers shall fail to pay any other amount payable hereunder within five (5) days after any such other amount becomes due in accordance with the terms of this Agreement and the other Loan Documents; or

(b)         Any representation or warranty made by any Borrower to the Lender in this Agreement or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

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(c)          Any Borrower fails to observe or perform any covenant, condition, or agreement contained in any of subsection 2.3, 5.4, 5.5, 5.7. 5.9. 5.10 or 5.11 or Section 6 of this Agreement; or

(d)         Any Borrower fails to observe or perform any covenant, condition, or agreement contained in this Agreement or any other Loan Document (other than as provided in subsection 8.1(a), 8.1(b) or 8.1(c)) and such failure continues for thirty (30) days after the earlier of (i) the date on which any officer of any Borrower first learns of such default or (ii) the date on which written notice thereof shall have been given to any Borrower by the Lender;

(e)          Any Borrower commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or any Borrower makes a general assignment for the benefit of its creditors;

(f)          Any proceeding or case shall be commenced against any Borrower, without the application or consent of such Borrower, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of assets of such Borrower, or (iii) similar relief in respect of it, under any Law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts or any other law providing for the relief of debtors, and such proceeding or case shall continue un-dismissed, or un-stayed and in effect, for a period of sixty (60) days; or an order for relief shall be entered in an involuntary case under the United States Bankruptcy Code, as amended from time to time, against such Borrower or action under the Laws of the jurisdiction of incorporation or organization of such Borrower similar to any of the foregoing shall be taken with respect to such Borrower and shall continue un-stayed and in effect for a period of sixty (60) days; or

(g)         One or more judgments or decrees shall be entered against any Borrower involving a liability of One Hundred Thousand and 00/100 Dollars ($100,000.00) or more (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage) and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within ten (10) days from the entry thereof; or

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 (h)         If any of the Loan Documents (including this Agreement) (or any provision contained therein) shall be cancelled, terminated, revoked, curtailed or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke, curtail or rescind any of the Loan Documents shall be commenced by or on behalf of any Borrower or any of its officers, director or stockholders of any Borrower, or any Governmental Authority of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any of the Loan Documents (including this Agreement) (or any provision contained therein) is illegal, invalid or unenforceable in accordance with the terms thereof; or

(i)          [Reserved]; or

(j)         a material portion of the property of any Borrower is damaged by fire or other casualty, or otherwise lost or stolen, the restoration or replacement cost of which property exceeds, in the aggregate, the amount of insurance proceeds readily available for such restoration or replacement, and such loss would have a material adverse effect upon such Borrower; or

 (k)       any Event of Default (as defined in the Senior Loan and Security Agreement) shall exist and remains un-waived or uncured under the Senior Loan and Security Agreement if, as a result of such Event of Default (as defined in the Senior Loan and Security Agreement), the Senior Lender is entitled to cause the Senior Credit Facility to become due prior to its stated date of maturity; or

  (l)         the occurrence of any Material Adverse Change;

then, and in any such event, so long as the same may be continuing, the Lender may, by notice in writing to the Borrowers, declare all of the Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that in the event of any Event of Default specified in subsection 8.1(e) or 8.1(f), all of the Obligations shall become immediately due and payable automatically and without any requirement of notice from the Lender.

8.2          Termination of Advances.    If any one or more of the Events of Default specified in subsection 8.1(e) or subsection 8.1(f) shall occur, any unused portion of the Loans hereunder shall forthwith immediately and automatically terminate and the Lender shall be relieved of all further obligations to make Loans to any Borrower.  If any other Event of Default shall have occurred and be continuing, the Lender may, by notice to the Borrowers, terminate the unused portion of the Loans hereunder, and upon such notice being given such unused portion of the Loans hereunder shall terminate immediately and the Lender shall be relieved of all further obligations to make Loans.  No termination of the Loans hereunder shall relieve any Borrower of any of the Obligations.

8.3          Set Off.  Regardless of the adequacy of any of the Collateral, upon the occurrence and during the continuance of any Event of Default, any deposits or other sums credited by or due from the Lender to any Borrower and any securities or other property of any Borrower in the possession of the Lender may be applied to or set off by the Lender against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrowers to the Lender.

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8.4          Rights and Remedies.  Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement or in any of the other Loan Documents, all of the rights and remedies of a secured party under the UCC or other applicable laws, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by law.  The Lender shall further have as a matter of right and without notice to the Borrowers, unless otherwise required by applicable law, and without regard to the adequacy or inadequacy of any collateral as security for the Obligations or the interest of the Borrowers therein, the right to apply to any court of competent jurisdiction to appoint a receiver of any Borrower of all or any portion of the property of any Borrower and to have such receiver or receivers appointed, and each Borrower hereby irrevocably consents to such appointment and waives notice of any application therefor (except as may be required by law).  Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of the Lender provided in this Agreement and the other Loan Documents including, without limitation and to the extent permitted by law, and by such documents, the right to operate under existing licenses, franchises and permits granted or issued to any Borrower and the right to enter into licenses, sublicenses, leases and subleases of all or any part of the collateral to the extent that any Borrower possessed such rights, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Collateral unless such receivership is sooner terminated

8.5          No Waiver; Cumulative Remedies. No failure to exercise, and no delay in exercising on the part of the Lender, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

9.          MISCELLANEOUS.

9.1          Joint and several Liability.   All of the obligations and liabilities of the Borrowers to the Lender under this Agreement and the other Loan Documents are joint and several.

9.2          Survival of Covenants; Binding Effect.

(a)          All agreements, representations, covenants and warranties made by the Borrowers in this Agreement, the other Loan Documents, or in any certificate or other document delivered to the Lender in connection herewith shall survive the termination of this Agreement and survive the execution and delivery of this Agreement, and shall remain in full force and effect until all Obligations have been paid in full and satisfied, and its rights and remedies hereunder and under the other Loan Documents shall continue in full force and effect, notwithstanding the fact that Loans may, from time to time, be in a zero or credit position, until all Obligations have been satisfied.

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(b)         All the terms and provisions of this Agreement and the other Loan Documents shall be binding upon, inure to the benefit of and be enforceable by and against the parties hereto and their respective successors and assigns. Any reference in this Agreement or any of the other Loan Documents to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform). Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.

9.3          Prior Discussions; Counterparts.  This Agreement and all other Loan Documents incorporate all discussions and negotiations between the Borrowers and the Lender, either express or implied, concerning the matters included herein and therein, any custom, usage or other writing to the contrary notwithstanding.  No such discussions or negotiations shall limit, modify, or otherwise affect the provisions of the Loan Documents.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but such counterparts together shall constitute one and the same instrument.  Counterparts may be executed and delivered via facsimile, electronic mail or other transmission method and may be executed by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under E-SIGN, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform) and any counterpart so delivered shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder. Delivery of an executed counterpart of this Agreement or any other Loan Document by e-mail (including by .pdf file) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document, whichever or both is applicable. Any proof of this Agreement shall require production of only one such counterpart.

9.4          Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall, unless otherwise expressly provided herein, be in writing (including by facsimile or e-mail transmission), and shall be deemed to have been duly given when delivered by hand, or when sent by facsimile transmission, answer back received, or when sent by e-mail, on the date of transmission (provided that no “out of office” return message has been received), or on the first Business Day after delivery to any overnight delivery service, freight prepaid, or three (3) Business Days after being sent by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows, or to such other address as may be hereafter notified by the respective parties hereto:

(a)	If to any Borrower, then:	Minim Inc.
		Cadence Connectivity, Inc.
		848 Elm Street, Suite 201
		Manchester, NH   03101
		Attn:   Mehul Patel, Chief Executive Officer
		E-mail:  mehul@minim.com

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(b)	If to the Lender, then:	Slingshot Capital, LLC
		848 Elm Street, Suite 200
		Manchester, NH  03101
		Attn: Jeremy Hitchcock, Manager
		E-mail:  jeremy@orbitgroup.com

9.5          Expenses.

(a)         The Borrowers shall reimburse the Lender on demand for up to TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($25,000.00) of reasonable and documented out-of-pocket costs, expenses, and fees (including reasonable expenses and fees of its external counsel) incurred by the Lender in connection with the transactions contemplated hereby including the negotiation, documentation, and execution of this Agreement and the Loan Documents.

 (b)        The Borrowers jointly and severally agree to pay all reasonable out-of-pocket expenses (including without limitation reasonable legal fees and costs, which attorneys may be employees of the Lender, and reasonable consulting, accounting, appraisal and similar professional fees and charges) incurred by the Lender in connection with (i) the enforcement of or preservation by the Lender of any of its rights under  this Agreement or any of the other Loan Documents or at law or in equity against any Borrower after the occurrence of any Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Lender’s relationship with the Borrowers.  The covenants contained in this subsection shall survive payment or satisfaction in full of all amounts due from the Borrowers under the Loan Documents.

9.6          General Indemnification.  The Borrowers shall, and do hereby, indemnify and save each of the Lender harmless from (and agrees to defend the Lender from) any and all liabilities, damages, costs, losses and expenses (including court costs and attorney’s reasonable fees and expenses) that the Lender may sustain or incur by reason of, relating to or arising out of the preparation of this Agreement, or in collecting or enforcing the Obligations, or in enforcing any of the rights or remedies of the Lender, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement, any of the other Loan Documents, the Obligations, or on account of the relationship of the Lender with the Borrowers, or any other Person responsible for any of the Obligations except for such claims which have been determined by a court of competent jurisdiction to have arisen out of the actual bad faith or willful misconduct of the Lender.  The indemnification contained herein shall survive termination of this Agreement.

9.7          Successors and Assigns. This Agreement may be assigned or transferred by the Lender to any Person. The Borrowers may not assign or transfer this Agreement or any of its rights hereunder without the prior written consent of the Lender. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.

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9.8          Amendments and Waivers. No term of this Agreement may be waived, modified, or amended except by an instrument in writing signed by both of the Parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

9.9          Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

9.10          Severability. If any term or provision of this Agreement or the Loan Documents are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or the Loan Documents or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.11          Waiver of Jury Trial.  THE BORROWERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

9.12          Governing Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Parties have executed this Agreement under their respective seals as of the date first written above.

BORROWER:
MINIM, INC.
By:	/s/ Mehul Patel
	Mehul Patel
	Chief Executive Officer

BORROWER:
CADENCE CONNECTIVITY, INC.
By:	/s/ Mehul Patel
	Mehul Patel,
	Chief Executive Officer

LENDER:
SLINGSHOT CAPITAL, LLC
By:	/s/ Jeremy Hitchcock
	Jeremy Hitchcock,
	Manager

[Bridge Loan Agreement – Signature Page]

BRIDGE LOAN AGREEMENT

(the “Agreement”)

by and among

MINIM, INC.

as Borrower,

CADENCE CONNECTIVITY, INC.

as Borrower

and

SLINGSHOT CAPITAL, LLC

as Lender

Appendix A

1.          Definitions.  As used in this Agreement, the following terms shall have the meanings given to such terms as set forth below:

“Account” means, as to any Person, any “account” of such Person as “account” is defined in the UCC, together with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to such Person.

"Borrower" shall have the meaning given to that term as set forth in the first paragraph of this Agreement.

“Borrowers’ Books” means all Borrowers’ books and records including ledgers, federal and state tax returns, records regarding Borrowers’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

“Borrowing Date” means any Business Day specified in a notice pursuant to subsection 2.2 as a date on which any Borrower requests the Lender to make a Loan hereunder.

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“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New Hampshire, or is a day on which banking institutions located in the State of New Hampshire are required or authorized by any applicable law to be closed.

“Closing Date” means the date hereof.

“Collateral” means all of the present and future rights, title and interests of each Borrower in and to the following property, whether now or hereafter owned or acquired by such Borrower, wherever such property may be located, together with all substitutions for, replacements of, additions to, accessions to, and products, Proceeds (including without limitation, any insurance proceeds and tax refunds) and Records relate to such property:

(a)          All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

(b)          all Borrowers’ Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit perfection of the Lender's security interest in such Accounts and such other property of the Borrowers that are proceeds of the Intellectual Property.

“Copyrights” means any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

"Default" shall have the meaning given to that term in subsection 8.1.

“Default Rate” shall have the meaning given to that term in subsection 2.5(c).

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“Equipment” means all “equipment” as defined in the UCC, together with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

"Event of Default" shall have the meaning given to that term in subsection 8.1.

“E-SIGN” shall have the meaning given to that term in subsection 9.2(b).

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

 “General Intangibles” means all “general intangibles” as defined in the UCC in effect on the date hereof, together with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Indebtedness” means, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under capitalized leases, (d) all obligations of such Person in respect of acceptances issued or created for the account of such Person and (e) all indebtedness of others of the types described in (a) through (d) above secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof (the amount of such indebtedness with respect to such Person being deemed to be the lesser of the value of such property or the amount of indebtedness of others so secured.

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“Intellectual Property” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:

(a)          its Copyrights, Trademarks and Patents;

(b)          any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how and operating manuals;

(c)          any and all source code;

(d)          any and all design rights which may be available to such Person;

(e)          any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f)          all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Inventory” shall have the meaning given to that term in the UCC in effect on the date hereof, together with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

"Law" means as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Lender" shall have the meaning given to that term as set forth in the first paragraph of this Agreement.

"Lien" means any and all mortgages, pledges, hypothecation, security interests, encumbrances, lien (statutory or other), or charges of any kind, including agreements to give any of the foregoing; conditional sales or other title retention agreements or devices, or any leases in the nature thereof; and filing of, giving or agreement to give, any financing statement under the UCC of any jurisdiction

"Loan" or “Loans” shall have the meaning given to that term as set forth in subsection 2.1(a) of this Agreement.

“Loan Documents” means this Agreement, the Note, the Subordination Agreement and any and all other agreements, instruments and documents executed and delivered pursuant to or in connection with this Agreement, the Note, the Subordination Agreement and any and all extensions, renewals, amendments, substitutions and rewritings thereof.

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"Material Adverse Change" or “Material Adverse Effect” means a material adverse effect or change on (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise), or prospects of the Borrowers; (b) the validity or enforceability of the Agreement or the other Loan Documents; (c) the perfection or priority of any Lien purported to be created under this Agreement; (d) the rights or remedies of the Lender under this Agreement or under any of the other Loan Documents; or (e) the ability of any Borrower to perform any of its material payment obligations under this Agreement or under the other Loan Documents.

"Maturity Date" means January 15, 2024; provided, however, if the Senior Credit Facility is paid in full in cash prior to such date, then for purposes of this Agreement and the other Loan Documents, the term “Maturity Date” shall mean and refer to the date on which the Senior Credit Facility is paid in full in cash.

"Maximum Loan Amount" shall have the meaning given to that term in subsection 2.1(a).

“Note” shall have the meaning given to that term in subsection 2.8.

“Obligations” means all Indebtedness, liabilities and obligations of the Borrowers to the Lender of every kind, nature and description, and however arising, whether or not the same are now existing or hereafter arising or acquired; matured or un-matured; absolute or contingent; liquidated or unliquidated; joint or several; or direct or indirect (including, without limitation, all Indebtedness, liabilities and obligations of the Borrowers to the Lender, whether of payment or of performance, and arising pursuant to or in connection with the Loan Documents).

“Overadvance" shall have the meaning given to that term in subsection 2.3.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

"Parties" has the meaning set forth in the first paragraph of this Agreement.

"Permitted Indebtedness" means the following: (a) all Indebtedness of the Borrowers to the Senior Lender under the Senior Loan and Security Agreement; (b) Indebtedness of the Borrowers to the Lender arising under any of the Loan Documents; (c) current liabilities incurred in the ordinary course of business and are not incurred through (i) the borrowing of money or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; and (d) Indebtedness with respect to taxes, assessments, governmental charges or levies which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Borrowers’ Books, in conformity with GAAP.

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 “Permitted Liens” means, collectively, the following: (a) any Liens in favor of the Senior Lender; (b) any Liens in favor of the Lender; (c) Liens in respect of taxes, fees, assessments and other governmental charges not yet due and payable, or with respect to which the validity thereof is currently being contested in good faith by appropriate proceedings in accordance with the provisions of this Agreement; (d) landlord’s Liens in respect of rent not in default or Liens in respect of pledges or deposits under worker’s compensation, unemployment insurance, social security laws or similar legislation or in connection with appeal and similar bonds incidental to litigation, mechanics’, laborers’, and materialmen’s and similar Liens, if the obligations secured by such Liens are not then delinquent, and Liens securing statutory obligations incidental to the conduct of the business of the Borrower which do not in the aggregate materially detract from the value of the property of the Borrower or materially impair the use thereof in the operation of their respective businesses; and (d) judgment Liens to the extent that such Liens do not constitute an Event of Default.

"Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.

“Proceeds” shall have the meaning given to that term in the UCC.

“Products” shall have the meaning given to that term in the UCC.

“Records” means all Borrowers’ Books, records and information in whatever medium the same may be stored, contained, recorded or maintained, including all electronically recorded information and all rights of access to such books, records and information, computer software and information (and all rights, programs, manuals, storage, backup, service contracts, licenses and source codes with respect thereto), and all property in which such books, records and information are stored, contained, recorded or maintained.

“Senior Credit Facility” means the Debt of the Borrowers to the Senior Lender pursuant to the Senior Loan and Security Agreement.

“Senior Lender” means Silicon Valley Bank, together with successors and assigns.

“Senior Loan and Security Agreement” means that certain Loan and Security Agreement, dated as of March 12, 2021, by and among of the Borrowers and the Senior Lender, as amended by certain First Amendment to Loan and Security Agreement, dated as of November 1, 2021, by and among the Borrowers and the Senior Lender, as the same may be further amended, restated, extended, supplemented or modified from time to time.

“Second Lien Consent Notice” means a written notice fromthe Senior Lender to the Lender and the Borrowers in which the Senior Lender notifies the Lender and the Borrowers that the Senior Lender (a) consents to the security interest granted by the Borrowers in the Collateral and (b) agrees that such security interest does not constitute an Event of Default under Section 7.5 of the Senior Loan and Security Agreement.

“Subordination Agreement” means that certain Subordination Agreement, dated as of the date hereof by and among the Borrowers and the Senior Lender, as the same may be hereafter amended, restated, extended, supplemented or modified, in accordance with the terms contained therein.

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 “Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of any Borrower connected with and symbolized by such trademarks.

“UCC” means the Uniform Commercial Code as from time to time in effect in the Commonwealth of Massachusetts; provided, however, that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, then the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy.

All other terms not defined in this Agreement but defined in the UCC shall have the meanings given to such terms in the UCC.

2.          Use of Terms.  The use of the singular of terms which are defined in the plural shall mean and refer to any one of them; and pronouns used herein shall be deemed to include the singular and the plural and all genders.  The use of the connective “or” is not intended to be exclusive.  The term “may not” is intended to be prohibitive and not permissive.  The use of “includes” and “including” is intended to be interpreted as expansive and amplifying and not as limiting in any way.  The terms defined elsewhere in this Agreement shall have the respective meanings ascribed to them where so defined.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

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EX-99.6

Exhibit 99.6

SUBORDINATION AGREEMENT

This Subordination Agreement (the “Agreement”) is made as of November 30, 2022, by and among the undersigned creditors set forth on the signature pages attached hereto (each individually and collectively, jointly and severally, “Creditor”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”).

Recitals

A.          (i) MINIM, INC., a Delaware corporation (“Minim”) and (ii) CADENCE CONNECTIVITY, INC., a Delaware corporation (“Cadence”; together with Minim, individually and collectively, jointly and severally, “Borrower”) has requested and/or obtained certain loans or other credit accommodations from Bank which are or may be from time to time secured by assets and property of Borrower.

B.          Creditor has extended loans or other credit accommodations to Borrower, and/or may extend loans or other credit accommodations to Borrower from time to time.

C.           To induce Bank to extend credit to Borrower and, at any time or from time to time, at Bank’s option, to make such further loans, extensions of credit, or other accommodations to or for the account of Borrower, or to purchase or extend credit upon any instrument or writing in respect of which Borrower may be liable in any capacity, or to grant such renewals or extension of any such loan, extension of credit, purchase, or other accommodation as Bank may deem advisable, Creditor is willing to subordinate:  (i) all of Borrower’s indebtedness and obligations to Creditor (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations) (the “Subordinated Debt”) to all of Borrower’s indebtedness and obligations to Bank; and (ii) all of Creditor’s security interests, if any, to all of Bank’s security interests in Borrower’s property.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.           Creditor subordinates to Bank any security interest or lien that Creditor may have in any property of Borrower.  Notwithstanding the respective dates of attachment or perfection of the security interests of Creditor and the security interests of Bank, all now existing and hereafter arising security interests of Bank in any property of Borrower and all proceeds thereof (the “Collateral”), including, without limitation, the “Collateral”, as defined in a certain Loan and Security Agreement between Borrower and Bank dated as of March 12, 2021, as amended by that certain First Amendment to Loan and Security Agreement dated as of November 1, 2021 (as may be further amended, modified, restated, replaced or supplemented from time to time, the “Loan Agreement”), shall at all times be senior to the security interests of Creditor.  Creditor hereby (a) acknowledges and consents to (i) Borrower granting to Bank a security interest in the Collateral, (ii) Bank filing any and all financing statements and other documents as deemed necessary by Bank in order to perfect Bank’s security interest in the Collateral, and (iii) the entering into of the Loan Agreement and all documents in connection therewith by Borrower, (b) acknowledges and agrees that the Senior Debt, the entering into of the Loan Agreement and all documents in connection therewith by Borrower, and the security interest granted by Borrower to Bank in the Collateral shall be permitted under the provisions of the Subordinated Debt documents (notwithstanding any provision of the Subordinated Debt documents to the contrary), (c) acknowledges, agrees and covenants that Creditor shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of Bank’s security interest in the Collateral, or the validity, priority or enforceability of the Senior Debt, and (d) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that Bank’s security interest in the Collateral (or any portion thereof) shall be unperfected.

2.           All Subordinated Debt is subordinated in right of payment to all obligations of Borrower to Bank now existing or hereafter arising, including, without limitation, the Obligations (as defined in the Loan Agreement), together with all costs of collecting such obligations (including attorneys’ fees), including, without limitation, all obligations under any agreement in connection with the provision by Bank to Borrower of products and/or credit services facilities, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services, all interest accruing after the commencement by or against Borrower of any bankruptcy, reorganization or similar proceeding (such obligations, collectively, the “Senior Debt”).

3.          Creditor will not demand or receive from Borrower (and Borrower will not pay to Creditor) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will Creditor exercise any remedy with respect to any property of Borrower, nor will Creditor accelerate the Subordinated Debt, or commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against Borrower, until such time as (a) the Senior Debt has been fully paid in cash, (b) Bank has no commitment or obligation to lend any further funds to Borrower, and (c) all financing agreements between Bank and Borrower are terminated (the earliest date on which each of (a), (b), and (c) of this Section 3 have occurred is hereinafter, the “Termination Date”).  Nothing in the foregoing paragraph shall prohibit Creditor from converting all or any part of the Subordinated Debt into equity securities of Borrower, provided that, if such securities have any call, put or other conversion features that would obligate Borrower to declare or pay dividends, make distributions, or otherwise pay any money or deliver any other securities or consideration to the holder, Creditor hereby agrees that Borrower may not declare, pay or make such dividends, distributions or other payments to Creditor, and Creditor shall not accept any such dividends, distributions or other payments except as may be permitted in the Loan Agreement.

4.         Creditor shall promptly deliver to Bank in the form received (except for endorsement or assignment by Creditor where required by Bank) for application to the Senior Debt any payment, distribution, security or proceeds received by Creditor with respect to the Subordinated Debt other than in accordance with this Agreement.

5.            In the event of Borrower’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, including, without limitation, any voluntary or involuntary bankruptcy, insolvency, receivership or other similar statutory or common law proceeding or arrangement involving Borrower, the readjustment of its liabilities, any assignment for the benefit of its creditors or any marshalling of its assets or liabilities (each, an “Insolvency Proceeding”), (a) this Agreement shall remain in full force and effect in accordance with Section 510(a) of the United States Bankruptcy Code, (b) the Collateral shall include, without limitation, all Collateral arising during or after any such Insolvency Proceeding, and (c) Bank’s claims against Borrower and the estate of Borrower shall be paid in full before any payment is made to Creditor.

6.          Creditor shall give Bank prompt written notice of the occurrence of any default or event of default under any document, instrument or agreement evidencing or relating to the Subordinated Debt, and shall, simultaneously with giving any notice of default to Borrower, provide Bank with a copy of any notice of default given to Borrower.  Creditor acknowledges and agrees that any default or event of default under the Subordinated Debt documents shall be deemed to be a default and an event of default under the Senior Debt documents.

7.           Until the Senior Debt has been fully paid in cash and Bank’s agreements to lend any funds to Borrower have been terminated, Creditor irrevocably appoints Bank as Creditor’s attorney-in-fact, and grants to Bank a power of attorney with full power of substitution, in the name of Creditor or in the name of Bank, for the use and benefit of Bank, without notice to Creditor, to perform at Bank’s option the following acts in any Insolvency Proceeding involving Borrower:

a) To file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Creditor if Creditor does not do so prior to 30 days before the expiration of the time to file claims in such Insolvency Proceeding and if Bank elects, in its sole discretion, to file such claim or claims; and

b) To accept or reject any plan of reorganization or arrangement on behalf of Creditor and to otherwise vote Creditor’s claims in respect of any Subordinated Debt in any manner that Bank deems appropriate for the enforcement of its rights hereunder.

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In addition to and without limiting the foregoing: (x) until the Senior Debt has been fully paid in cash and Bank’s agreements to lend any funds to Borrower have been terminated, Creditor shall not commence or join in any involuntary bankruptcy petition or similar judicial proceeding against Borrower, and (y) if an Insolvency Proceeding occurs: (i) Creditor shall not assert, without the prior written consent of Bank, any claim, motion, objection or argument in respect of the Collateral in connection with any Insolvency Proceeding which could otherwise be asserted or raised in connection with such Insolvency Proceeding, including, without limitation, any claim, motion, objection or argument seeking adequate protection or relief from the automatic stay in respect of the Collateral, (ii) Bank may consent to the use of cash collateral on such terms and conditions and in such amounts as it shall in good faith determine without seeking or obtaining the consent of Creditor as (if applicable) holder of an interest in the Collateral, (iii) if use of cash collateral by Borrower is consented to by Bank, Creditor shall not oppose such use of cash collateral on the basis that Creditor’s interest in the Collateral (if any) is impaired by such use or inadequately protected by such use, or on any other ground, and (iv) Creditor shall not object to, or oppose, any sale or other disposition of any assets comprising all or part of the Collateral, free and clear of security interests, liens and claims of any party, including Creditor, under Section 363 of the United States Bankruptcy Code or otherwise, on the basis that the interest of Creditor in the Collateral (if any) is impaired by such sale or inadequately protected as a result of such sale, or on any other ground (and, if requested by Bank, Creditor shall affirmatively and promptly consent to such sale or disposition of such assets), if Bank has consented to, or supports, such sale or disposition of such assets.

8.          Creditor represents and warrants that Creditor has provided Bank with true and correct copies of all of the documents evidencing or relating to the Subordinated Debt.  Creditor shall immediately affix a legend to the instruments evidencing the Subordinated Debt stating that the instruments are subject to the terms of this Agreement.  By the execution of this Agreement, Creditor hereby authorizes Bank to amend any financing statements filed by Creditor against Borrower as follows: “In accordance with a certain Subordination Agreement by and among the Secured Party, the Debtor and Silicon Valley Bank, the Secured Party has subordinated any security interest or lien that Secured Party may have in any property of the Debtor to the security interest of Silicon Valley Bank in all assets of the Debtor, notwithstanding the respective dates of attachment or perfection of the security interest of the Secured Party and Silicon Valley Bank.”

9.          No amendment of the documents evidencing or relating to the Subordinated Debt shall directly or indirectly modify the provisions of this Agreement in any manner which might terminate or impair the subordination of the Subordinated Debt or the subordination of the security interest or lien that Creditor may have in any property of Borrower.  By way of example, such instruments shall not be amended to (a) increase the rate of interest with respect to the Subordinated Debt (provided that, for the avoidance of doubt, this provision shall not be deemed to prevent application of any applicable default rate of interest or any automatic increase in the current interest applicable to the Subordinated Debt in each case, as currently contemplated in the documents evidencing the Subordinated Debt), or (b) accelerate the payment of the principal or interest or any other portion of the Subordinated Debt.  Bank shall have the sole and exclusive right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of property of Borrower except in accordance with the terms of the Senior Debt. Upon written notice from Bank to Creditor of Bank's agreement to release its lien on all or any portion of the Collateral in connection with the sale, transfer or other disposition thereof by Bank (or by Borrower with consent of Bank),  Creditor shall be deemed to have also, automatically and simultaneously, released its lien on the Collateral, and Creditor shall upon written request by Bank, immediately take such action as shall be necessary or appropriate to evidence and confirm such release.  All proceeds resulting from any such sale, transfer or other disposition shall be applied first to the Senior Debt until payment in full thereof, with the balance, if any, to the Subordinated Debt, or to any other entitled party.  If Creditor fails to release its lien as required hereunder, Creditor hereby appoints Bank as attorney in fact for Creditor with full power of substitution to release Creditor's liens as provided hereunder.  Such power of attorney being coupled with an interest shall be irrevocable.

10.          All necessary action on the part of Creditor, its officers, directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of Creditor hereunder has been taken.  This Agreement constitutes the legal, valid and binding obligation of Creditor, enforceable against Creditor in accordance with its terms.  The execution, delivery and performance of and compliance with this Agreement by Creditor will not (a) result in any material violation or default of any term of any of Creditor’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (b) violate any material applicable law, rule or regulation.

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11.         If, at any time after payment in full of the Senior Debt any payments of the Senior Debt must be disgorged by Bank for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and Creditor shall immediately pay over to Bank all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder.  At any time and from time to time, without notice to Creditor, Bank may take such actions with respect to the Senior Debt as Bank, in its sole discretion, may deem appropriate, including, without limitation, terminating advances to Borrower, increasing the principal amount, extending the time of payment, increasing applicable interest rates, renewing, compromising or otherwise amending the terms of any documents affecting the Senior Debt and any collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person.  No such action or inaction shall impair or otherwise affect Bank’s rights hereunder.  Creditor waives the benefits, if any, of any statutory or common law rule that may permit a subordinating creditor to assert any defenses of a surety or guarantor, or that may give the subordinating creditor the right to require a senior creditor to marshal assets, and Creditor agrees that it shall not assert any such defenses or rights.

12.         This Agreement shall bind any successors or assignees of Creditor and shall benefit any successors or assigns of Bank, provided, however, Creditor agrees that, prior and as conditions precedent to Creditor assigning all or any portion of the Subordinated Debt: (a) Creditor shall give Bank prior written notice of such assignment, and (b) such successor or assignee, as applicable, shall execute a written agreement whereby such successor or assignee expressly agrees to assume and be bound by all terms and conditions of this Agreement with respect to Creditor.  This Agreement shall remain effective until the earlier of (i) the Termination Date or (ii) as otherwise terminated in writing by Bank. This Agreement is solely for the benefit of Creditor and Bank and not for the benefit of Borrower or any other party.  Creditor further agrees that if Borrower is in the process of refinancing any portion of the Senior Debt with a new lender, and if Bank makes a request of Creditor, Creditor shall agree to enter into a new subordination agreement with the new lender on substantially the terms and conditions of this Agreement.

13.         Creditor hereby agrees to execute such documents and/or take such further action as Bank may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by Bank.

14.         This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.  Each party hereto may execute this Agreement by electronic means and recognizes and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage hereof.

15.         This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflicts of laws principles.  Creditor and Bank submit to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts in any action, suit, or proceeding of any kind, against it which arises out of or by reason of this Agreement; provided, however, that if for any reason Bank cannot avail itself of the Courts of the Commonwealth of Massachusetts, Creditor accepts jurisdiction of the Courts and venue in Santa Clara County, California.  CREDITOR AND BANK WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.

16.        This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments.  Creditor is not relying on any representations by Bank or Borrower in entering into this Agreement, and Creditor has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower.  This Agreement may be amended only by written instrument signed by Creditor and Bank.

[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first above written.

“Bank”
SILICON VALLEY BANK
By:	/s/ Sydney Exler
	Name: Sydney Exler
	Title: Vice President
The undersigned approve of the terms of this Agreement.
“Borrower”
MINIM, INC.

By:	/s/ Mehul Patel
	Name: Mehul Patel
	Title: Chief Executive Officer
CADENCE CONNECTIVITY, INC.
By:	/s/ Mehul Patel
	Name: Mehul Patel
	Title: Chief Executive Officer

[Signature Page to Subordination Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first above written.

“Creditor”
SLINGSHOT CAPITAL, LLC
By:	/s/ Jeremy Hitchcock
Name: Jeremy Hitchcock
Title: Manager

[Signature Page to Subordination Agreement]

EX-99.7

Exhibit 99.7

EXECUTION

THIS INSTRUMENT IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH, BY AND AMONG THE BORROWERS, THE LENDER AND SILICON VALLEY BANK, TO WHICH REFERENCE IS MADE FOR THE TERMS OF SUCH SUBORDINATION.

BRIDGE TERM NOTE

$1,500,000.00 November 30, 2022

FOR VALUE RECEIVED, the undersigned, MINIM, INC., a Delaware corporation (as successor by merger to Zoom Telephonics, Inc.) ("Minim"), and CADENCE CONNECTIVITY, INC., a Delaware corporation (formerly known as Zoom Connectivity, Inc.) (“Cadence”) (Minim and Cadence are hereinafter sometimes referred to collectively as the “Borrowers” and each singly as a “Borrower”), HEREBY JOINTLY AND SEVERALLY AND UNCONDITIONALLY PROMISE TO PAY TO THE ORDER OF SLINGSHOT CAPITAL, LLC, a Delaware limited liability company (the “Lender”) at the office of the Lender, located at 848 Elm Street, Suite 200, Manchester, New Hampshire 03110 (or at such other office as the Lender may hereby designate to the Borrowers in writing)  in lawful money of the United States of America and in immediately available funds, on the Maturity Date the principal amount of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00), or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrowers pursuant to the provisions of a certain Bridge Loan Agreement, dated of even date herewith (as the same may be amended, restated, supplemented, extended or modified, from time to time, the “Loan Agreement”) by and among the Borrowers and the Lender.  The Borrowers further jointly and severally agree to pay interest in like money at such office on the unpaid principal amount of Loans made by the Lender from time to time outstanding at the rates, and on the dates, specified in the Loan Agreement.

This Note (a) is subject to the provisions of the Loan Agreement and (b) is subject to prepayment in whole or in part as provided in the Loan Agreement.  All capitalized terms not defined herein but defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement.

The holder of this Note is authorized to endorse on the Schedule A annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Loan made by the Lender and the date and amount of each payment or prepayment of principal thereof.  Each such endorsement shall constitute prima facieevidence of the accuracy of the information endorsed (absent manifest error); provided, however, that the failure to make any such endorsement shall not affect the obligation of the Borrowers to repay Loans (with applicable interest) pursuant to the Loan Agreement.

- 1 -

This Note is secured as provided in the Loan Agreement and the other Loan Documents.  Reference is hereby made to the Loan Agreement and the other Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security, the terms and conditions upon which the security interests were granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence and during the continuance of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

This Note shall be binding upon the Borrowers and their successors and assigns, and shall inure to the benefit of the Lender and its successors, assigns, endorsees and transferees; provided, however, the Borrowers may not assign or transfer any of their liabilities or obligations under this Note, without the prior written consent of the Lender.

THE BORROWERS AND THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

THIS NOTE AND EACH OF THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Note under their respective seals as of the date first written above.

BORROWER:
MINIM, INC.
By:	/s/ Mehul Patel
	Mehul Patel
	Chief Executive Officer

BORROWER:
CADENCE CONNECTIVITY, INC.
By:	/s/ Mehul Patel
	Mehul Patel
	Chief Executive Officer

[Bridge Term Note – Signature Page]

Schedule A

to Bridge Term Note

LOANS AND PREPAYMENTS

No.	Date	Amount of Loan	Amount of Principal Prepaid	Unpaid Principal Balance of Loans	Notation Made By
1.	11/30/22	$1,000,000.00