This Intercreditor Agreement (“Agreement”) is entered into effective as of the 11 th day of June, 2010 by and
between ACTION CAPITAL CORPORATION (“ACTION”) located at 230 Peachtree Street, Suite 910,
Atlanta, GA 30303 and I. WISTAR MORRIS with an office located at Suite 300, 4 Tower Bridge, 200 Barr
Harbor Drive, West Conshohocken, PA 19428 (“LENDER”).
WHEREAS, ACTION and LENDER have both loaned or intend to loan money or otherwise extend credit to
Lattice Incorporated and their wholly owned subsidiaries Lattice Government Services FKA Ricciardi
Technologies Inc. and System Management Engineering Inc. (‘‘Borrower”); and
WHEREAS, in the case of Lender, Borrower has issued a certain Promissory Note dated June 11, 2010 in the
amount of $1,250,000 (the “Note”) to LENDER which is secured by certain accounts receivable of Borrower;
WHEREAS, ACTION holds a prior security interest in certain assets of Borrower including without limitation all
accounts receivable, government contract rights and task orders of Borrower (the “ACTION Lien”); and
WHEREAS, ACTION has agreed to subordinate the ACTION Lien in certain government contracts, task
orders and accounts receivable of Borrower as more specifically detailed in the attached Exhibit A incorporated
herein by reference (the “LENDER COLLATERAL”); and
WHEREAS, ACTION has agreed to forward the proceeds of LENDER Collateral to LENDER upon receipt,
all as set forth herein below.
NOW, THEREFORE, LENDER and ACTION agree as follows:
1. LENDER shall have with respect to ACTION a first priority security interest with respect to the amounts
outstanding under the LENDER COLLATERAL. Upon receipt from Borrower of the invoices with respect
to the LENDER COLLATERAL, LENDER shall forward copies of same to ACTION.
ACTION shall have a first priority security interest with respect to all other accounts receivable of Borrower,
excluding however, the LENDER COLLAT