EXHIBIT 99.3

CONSENT AND NINTH AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS CONSENT AND NINTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Consent") is entered into as of December 24, 2014, by and among TELOS CORPORATION, a Maryland corporation ("Telos"), XACTA CORPORATION, a Delaware corporation ("Xacta"; Telos and Xacta are each a "Borrower" and collectively, the "Borrowers"), UBIQUITY.COM, INC., a Delaware corporation ("Ubiquity"), TELOWORKS, INC., a Delaware corporation ("Teloworks"; Ubiquity and Teloworks are each, a "Credit Party" and collectively, the "Credit Parties"; the Credit Parties and the Borrowers are each, a "Company" and collectively, the "Companies"), the lenders party thereto (the "Lenders") and WELLS FARGO CAPITAL FINANCE, LLC, (successor by merger to Wells Fargo Capital Finance, Inc., formerly known as Wells Fargo Foothill, Inc.), as agent ("Agent") for the Lenders and as a Lender.

WHEREAS, Borrowers, Credit Parties, Agent and the financial institutions from time to time party thereto (the "Lenders") are parties to that certain Second Amended and Restated Loan and Security Agreement dated as of May 17, 2010 (as amended, restated or otherwise modified from time to time, the "Loan Agreement");

WHEREAS, Telos owns 60% of the membership interests in Telos Identity Management Solutions, LLC ("Telos ID"), and Hoya ID Fund A, LLC, a California limited liability company ("Hoya") owns 40% of the membership interests in Telos ID;

WHEREAS, Borrowers have notified Agent that Telos desires to sell 10% of the membership interests in Telos ID to Hoya on the date hereof (such that, after giving effect to such sale, Telos would own 50% of the equity interests in Telos ID and Hoya would own 50% of the equity interests in Telos ID) for an aggregate purchase price of $5,000,000 (the sale of such equity interests of Telos ID by Telos to Hoya pursuant to the Telos ID Equity Sale Agreement (as defined below) is the "Telos ID Equity Sale"; the 10% of the membership interests of Telos ID to be sold by Telos to Hoya pursuant to the Telos ID Equity Sale Agreement are the "Telos ID Transferred Interests") pursuant to that certain Membership Interest Purchase Agreement dated as of the date hereof by and between Telos and Hoya in the form attached hereto as Exhibit A (the "Telos ID Equity Sale Agreement");

WHEREAS, absent the prior written consent of Agent and the Required Lenders, the consummation of the Telos ID Equity Sale would be prohibited by Section 7.4 of the Loan Agreement;

WHEREAS, Agent and Required Lenders are willing to consent to the Telos ID Equity Sale subject to the terms and conditions set forth herein;

WHEREAS, pursuant to the terms of Sections 2.4(c)(i) and 2.4(d) of the Loan Agreement, the Net Cash Proceeds of the Telos ID Equity Sale would be required to be applied by the Borrowers as a mandatory prepayment of the Obligations, with all of such Net Cash Proceeds to be applied to the outstanding principal of the Term Loan (applied to installments thereof in the inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment));

WHEREAS, Borrowers, Agent and Lenders have agreed that, notwithstanding the provisions of Sections 2.4(c)(i) and 2.4(d) of the Loan Agreement to the contrary, the $5,000,000 of proceeds of the Telos ID Equity Sale shall be applied by Telos as a mandatory prepayment of the Obligations, but $1,000,000 of such amount shall be applied to the Term Loan (applied to installments thereof in the inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment)), and $4,000,000 of such amount shall be applied to the outstanding amount of the Advances (without a corresponding reduction in the Maximum Revolver Amount); and

WHEREAS, Borrower, Agent and Lenders have agreed to amend the Credit Agreement in certain respects;

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i)

The execution, delivery and performance by it of this Consent and each of the other agreements, instruments and documents contemplated hereby are within its corporate power, have been duly authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law applicable to it, its articles of incorporation and by‑laws, any order, judgment or decree of any court or governmental agency, or any agreement, instrument or document binding upon it or any of its property;

(ii)

each of the Loan Agreement and the other Loan Documents, as amended by this Consent, are the legal, valid and binding obligation of each Company party thereto enforceable against it in accordance with its terms, except as the enforcement thereof may be subject to (A) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally, and (B) general principles of equity;

(iii)

the representations and warranties contained in the Loan Agreement and the other Loan Documents are true and accurate as of the date hereof (except to the extent such representations and warranties relate solely to an earlier date, in which case they are true and correct as of such earlier date) with the same force and effect as if such had been made on and as of the date hereof;

(iv)	Telos has delivered to Agent true, complete and correct copies of the Telos ID Equity Sale Agreement and the Second Restated Telos ID Operating Agreement; and

(v)

each Company has performed all of its obligations under the Loan Agreement and the Loan Documents to be performed by it on or before the date hereof and as of the date hereof, it is in compliance with all applicable terms and provisions of the Loan Agreement and each of the Loan Documents to be observed and performed by it and no Default or Event of Default has occurred.

 

 

 

 

 

 

 

 

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

Consent and Ninth Amendment to Second Amended and Restated Loan and Security Agreement (Partial Telos ID Equity Sale )