ISDA Master Agreement and Schedule



 Exhibit 10.2 
 (Local Currency-Single Jurisdiction) 
 ISDA® 
 International Swap Dealers Association, Inc 
 MASTER AGREEMENT 
 Dated as of: July 19, 2007 
  

					
	    KeyBank National Association    	  	and	  	        Jupitermedia Corporation        

 have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or
will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

 Accordingly, the parties agree as follows:— 
  

	1.	Interpretation 

 (a)
    Definitions.   The terms defined in Section 12 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. 
 (b)     Inconsistency.   In the event of any inconsistency between the provisions of the Schedule and the other
provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the
relevant Transaction. 
 (c)     Single Agreement.   All Transactions are entered into in reliance
on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions. 
  

	2.	Obligations 

 (a)     General
Conditions. 
 (i)     Each party will make each payment or delivery specified in each Confirmation to be made by
it, subject to the other provisions of this Agreement. 
 (ii)     Payments under this Agreement will be made on the due
date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement
is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

 (iii)     Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that
no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively
designated and (3) each other applicable condition precedent specified in this Agreement. 
 Copyright ©1992 by International Swap Dealers Association, Inc. 







 (b)     Change of Account.   Either party may change its account for
receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable
objection to such change. 
 (c)     Netting.   If on any date amounts would otherwise be payable: —

 (i)     in the same currency; and 
 (ii)     in respect of the same Transaction 
 by each party to the other, then, on such date, each
party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. 
 The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency
in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the
Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for
different groups of Transactions and will apply separately to each pairing of branches or offices through which the parties make and receive payments or deliveries. 
 (d)     Default Interest; Other Amounts.   Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a
party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand
in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding
and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 
  

	3.	Representations 

 Each party represents to the other party (which
representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) that: — 
 (a)
    Basic Representations. 
 (i)     Status.   It is duly
organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; 
 (ii)     Powers.   It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement
and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has
taken all necessary action to authorise such execution, delivery and performance; 
 (iii)     No Violation or
Conflict.   Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government
applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; 
  

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 (iv)     Consents.   All governmental and other
consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been
complied with; and 
 (v)     Obligations Binding.   Its obligations under this Agreement
and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar
laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 
 (b)     Absence of Certain Events.   No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a
party. 
 (c)     Absence of Litigation.   There is not pending or, to its knowledge, threatened against
it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of
this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. 
 (d)     Accuracy of Specified Information.   All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for
the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. 
  

	4.	Agreements 

 Each party agrees with the other that, so long as
either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:— 
 (a)
    Furnish Specified Information.   It will deliver to the other party any forms, documents or certificates specified in the Schedule or any Confirmation by the date specified in the Schedule or
such Confirmation or, if none is specified, as soon as reasonably practicable. 
 (b)     Maintain
Authorisations.   It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. 
 (c)
    Comply with Laws.   It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform
its obligations under this Agreement or any Credit Support Document to which it is a party. 
  

	5.	Events of Default and Termination Events 

 (a)
    Events of Default.   The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following
events constitutes an event of default (an “Event of Default”) with respect to such party:— 
 (i)
    Failure to Pay or Deliver.   Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(d) required to be made by it if such failure is
not remedied on or before the third Local Business Day after notice of such failure is given to the party; 
 (ii)
    Breach of Agreement.   Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under
Section 2(a)(i) or 2(d) or to give notice of a Termination Event) to be complied with or performed by 

  

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the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the
party; 
 (iii)     Credit Support Default. 
 (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or
performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; 
 (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its
terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or 
 (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such
Credit Support Document; 
 (iv)     Misrepresentation.   A representation made or
repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or
deemed to have been made or repeated; 
 (v)     Default under Specified Transaction.  
The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a
liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the
last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or
(3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 
 (vi)     Cross Default.   If “Cross Default” is specified in the Schedule as applying to the
party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party
under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has
resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such
Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments
(after giving effect to any applicable notice requirement or grace period); 
 (vii)
    Bankruptcy.   The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:— 
 (1)     is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay
its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted
against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation,
and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of 

  

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insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed,
discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or
merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured
party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or 
 (viii)     Merger Without Assumption.   The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:— 
 (1)     the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support
Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or 
 (2)     the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by
such resulting, surviving or transferee entity of its obligations under this Agreement. 
 (b)     Termination
Events.   The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (ii) below or an Additional Termination Event if the event is specified pursuant to
(iii) below:— 
 (i)     Illegality.   Due to the adoption of, or any change in,
any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such
date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): 
 (1)     to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement
relating to such Transaction; or 
 (2)     to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; 
 (ii)     Credit Event Upon Merger.   If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any
Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described
in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or 
  

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 (iii)     Additional Termination Event.   If any
“Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional
Termination Event in the Schedule or such Confirmation). 
 (c)     Event of Default and Illegality.   If
an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 
  

	6.	Early Termination 

 (a)     Right to
Terminate Following Event of Default.   If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting
Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding
Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section 5 (a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant
proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). 
 (b)     Right to Terminate Following Termination Event. 
 (i)     Notice.   If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that
Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. 
 (ii)     Two Affected Parties.   If an Illegality under Section 5(b)(i)(1) occurs and there are two Affected Parties, each party will use all reasonable efforts
to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. 
 (iii)     Right to Terminate.   If:— 
 (1)     an agreement
under Section 6(b)(ii) has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or 
 (2)     an Illegality other than that referred to in Section 6(b)(ii), a Credit Event Upon Merger or an Additional Termination
Event occurs, 
 either party in the case of an Illegality, any Affected Party in the case of an Additional Termination Event if there is
more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the
other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. 
 (c)     Effect of Designation. 
 (i)     If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or
Termination Event is then continuing. 
 (ii)     Upon the occurrence or effective designation of an Early
Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(d) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount,
if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). 
  

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 (d)     Calculations. 
 (i)     Statement.   On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained
in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. 
 (ii)     Payment Date.   An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of
the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is
effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment),
from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. 

(e)     Payments on Early Termination.   If an Early Termination Date occurs, the following provisions shall apply
based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any Set-off. 
 (i)     Events of
Default.   If the Early Termination results from an Event of Default: 
 (1)     First Method
and Market Quotation.   If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the Unpaid Amounts owing to the Non-defaulting Party over (B) the Unpaid Amounts owing to the Defaulting Party. 
 (2)     First Method and Loss.   If the First Method and Loss apply, the Defaulting Party will pay to the
Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement. 
 (3)
    Second Method and Market Quotation.   If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in
respect of the Terminated Transactions and the Unpaid Amounts owing to the Non-defaulting Party less (B) the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 
 (4)     Second Method and Loss.   If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive
number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 
 (ii)     Termination Events.   If the Early Termination Date results from a Termination Event:—

 (1)     One Affected Party.   If there is one Affected Party, the amount payable will be determined
in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to 

  

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the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss
applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions. 
 (2)
    Two Affected Parties.   If there are two Affected Parties:— 
 (A)     If
Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the
party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Unpaid Amounts owing to X less (II) the Unpaid Amounts owing to Y; and 
 (B)     If Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are
being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss
(“Y”). 
 If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value
of that amount to Y. 
 (iii)     Adjustment for Bankruptcy.   In circumstances where an
Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect
any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). 

(iv)     Pre-Estimate.   The parties agree that if Market Quotation applies an amount recoverable
under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will
be entitled to recover any additional damages as a consequence of such losses. 
  

	7.	Transfer 

 Neither this Agreement nor any interest or obligation in
or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: — 
 (a)     a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another
entity (but without prejudice to any other right or remedy under this Agreement); and 
 (b)     a party may make such a transfer of all
or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). 
 Any purported transfer that is not in compliance
with this Section will be void. 
  

	8.	Miscellaneous 

 (a)     Entire
Agreement.   This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. 
 (b)     Amendments.   No amendment, modification or waiver in respect of this Agreement will be effective unless in
writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 
  

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 (c)     Survival of Obligations.   Without prejudice to Sections
2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. 
 (d)
    Remedies Cumulative.   Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law. 
 (e)     Counterparts and Confirmations. 
 (i)     This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts
(including by facsimile transmission), each of which will be deemed an original. 
 (ii)     The parties intend that they
are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by
facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement.
The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. 
 (f)
    No Waiver of Rights.   A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise
of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. 
 (g)     Headings.   The headings used in this Agreement are for convenience of reference only and are not to affect
the construction of or to be taken into consideration in interpreting this Agreement. 
  

	9.	Expenses 

 A Defaulting Party will, on demand, indemnify and hold
harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which
the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 
  

	10.	Notices 

 (a)
    Effectiveness.   Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6
may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

 (i)     if in writing and delivered in person or by courier, on the date it is delivered; 
 (ii)     if sent by telex, on the date the recipient’s answerback is received; 
 (iii)     if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in
legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine); 
 (iv)     if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date
that mail is delivered or its delivery is attempted; or 
 (v)     if sent by electronic messaging system, on the date
that electronic message is received, 

  

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unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. 
 (b)     Change of Addresses.   Either party may by notice to the other change the address, telex or facsimile number
or electronic messaging system details at which notices or other communications are to be given to it. 
  

	11.	Governing Law and Jurisdiction 

 (a)
    Governing Law.   This Agreement will be governed by and construed in accordance with the law specified in the Schedule. 
 (b)     Jurisdiction.   With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

 (i)     submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English
law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New
York; and 
 (ii)     waives any objection which it may have at any time to the laying of venue of any Proceedings
brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

 Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be
governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. 
 (c)     Waiver of Immunities.   Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their
use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property,
(iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any ,judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 
  

	12.	Definitions 

 As used in this Agreement:— 
 “Additional Termination Event” has the meaning specified in Section 5(b). “Affected Party” has the meaning specified in
Section 5(b). 
 “Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, all
Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. 
 “Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly
or indirectly under common control with the person, For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person. 
 “Applicable Rate” means:— 
  

 10 








 (a)     in respect of obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Defaulting Party, the Default Rate; 
 (b)     in respect of an obligation to pay an amount under
Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; 
 (c)     in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and 
 (d)     in all other cases, the Termination Rate. 
 “consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. 
 “Credit Event Upon Merger” has the meaning specified in Section 5(b). 
 “Credit
Support Document” means any agreement or instrument that is specified as such in this Agreement. 
 “Credit Support Provider”
has the meaning specified in the Schedule. 
 “Default Rate” means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. 
 “Defaulting Party” has the meaning specified in Section 6(a). 
 “Early Termination Date” means
the date determined in accordance with Section 6(a) or 6(b)(iii). 
 “Event of Default” has the meaning specified in
Section 5(a) and, if applicable, in the Schedule. 
 “Illegality” has the meaning specified in Section 5(b). 
 “law” includes any treaty, law, rule or regulation and “lawful” and “unlawful” will be construed
accordingly. 
 “Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in
writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new
account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. 
 “Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, an amount that party reasonably determines in good faith to be its total losses and costs (or
gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such
party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains)
in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 9. A party will determine its Loss as of the relevant Early Termination Date,
or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the
relevant markets. 
  

 11 








 “Market Quotation” means, with respect to one or more Terminated Transactions and a party making
the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a
positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required
after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination
Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference
Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under
Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the
highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be
determined. 
 “Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the
Non-defaulting Party (as certified by it) if it were to fund the relevant amount. 
 “Non-defaulting Party” has the meaning specified
in Section 6(a). 
 “Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both,
would constitute an Event of Default. 
 “Reference Market-makers” means four leading dealers in the relevant market selected by the
party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit
and (b) to the extent practicable, from among such dealers having an office in the same city. 
 “Scheduled Payment Date” means
a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. 
 “Set-off” means
set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract,
applicable law or otherwise) that is exercised by, or imposed on, such payer. 
 “Settlement Amount” means, with respect to a party
and any Early Termination Date, the sum of: 
 (a)     the Market Quotations (whether positive or negative) for each Terminated
Transaction or group of Terminated Transactions for which a Market Quotation is determined; and 
 (b)     such party’s Loss
(whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party
making the determination) produce a commercially reasonable result. 
 “Specified Entity” has the meaning specified in the Schedule.

  

 12 








 “Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or
future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. 
 “Specified Transaction” means,
subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified
Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency
rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation. 
 “Terminated Transactions” means with respect to any Early Termination
Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early
Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date). 
 “Termination
Event” means Illegality or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event, 
 “Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such
amounts. 
 “Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in
respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as
at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on
or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date
for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at the Applicable Rate, Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the fair market values reasonably determined by both
parties. 
 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the
first page of this document, 
  

									
	            KeyBank National
Association            	 	and    	 	            Jupitermedia
Corporation            
	(Name of Party)	 		 	(Name of Party)
					
	By:	 	 	 		 	By:	 	/s/ Donald J. O’Neill
		 	 Name: Thomas J. Simenic
 Title: Senior Vice President

 Date:
	 		 		 	 Name: Donald J. O’Neill
 Title: Chief
Financial Officer
 Date: 10/5/2009


  

 13 








 SCHEDULE 
 TO THE 
 ISDA MASTER AGREEMENT 
 dated as of July 19, 2007 
 between 
  

					
	    KeyBank National Association    	  	and	  	        Jupitermedia Corporation        
	(“Party A”)	  		  	(“Party B”
)

 Part 1. Termination Provisions. 
  

	(a)	“Specified Entity” means in relation to Party A for the purpose of: 

 Section 5(a)(v): None 
 Section 5(a)(vi): None 
 Section 5(a)(vii) None 
 Section 5(b)(ii): None 
 and in relation
to Party B for the purpose of: 
 Section 5(a)(v): None. 
 Section 5(a)(vi): None. 
 Section 5(a)(vii): Any Credit Party as defined in the Credit Agreement.

 Section 5(b)(ii): None. 
  

	(b)	“Specified Transaction” will have the meaning specified in Section 12 of this Agreement. 

  

	(c)	The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and Party B. 

  

	(d)	“Specified Indebtedness” will have the meaning specified in Section 12 of this Agreement but shall exclude deposits received in the ordinary course of a
party’s banking business. 

  

	(e)	“Threshold Amount” means 

  

	 	(i)	with respect to Party A, an amount equal to 3% of its Stockholders’ Equity; and 

  

	 	(ii)	with respect to Party B, means $1,000,000. 

 For purposes
hereof “Stockholders’ Equity” means, with respect to Party A, at any time, the sum (as shown in its most recent Call Report) of (i) its capital stock (including preferred stock) outstanding, taken at par value,
(ii) its capital surplus, and (iii) its retained earnings, minus (iv) treasury stock, each to be deteonined in accordance with generally accepted accounting principles. 
  

	(f)	The “Credit Event Upon Merger” provisions of Section 5(b)(ii) will not apply to Party A and Party B. 









	(g)	The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A or Party B. 

  

	(h)	Payments on Early Termination.   For the purpose of Section 6(e) of this Agreement: 

  

	 	(i)	The Second Method payment method will apply. 


	 	(ii)	The Market Quotation payment measure will apply. 

  

	(i)	Additional Termination Event:   For the purpose of Section 5(b)(iii) of this Agreement, it shall be an “Additional Termination Event”
with Party B being the Affected Party if: 

  

	 	(i)	the loan or other indebtedness which relate to Transactions between the parties based on interest rates is repaid, in whole, upon acceleration of principal, prior to its stated
maturity or for any other reason ceases to be an obligation of Party B, with or without the consent of Party A; 

  

	 	(ii)	any Credit Support Document expires, terminates, or ceases to be in full force and effect for the purpose of this Agreement unless (i) this Agreement is expressly amended in
writing to reflect that it is no longer a Credit Support Document hereunder or (ii) a replacement Credit Support Document is entered into the terms of which are satisfactory to Party A in its sole discretion; 

  

	 	(iii)	an “Event of Default” under and as defined in the Credit Agreement (defined in clause (c) of Part 3 herein) shall have occurred; or 

  

	 	(iv)	Party A ceases to be a party to. or have any commitments under the Credit Agreement. 

 Part 2. Agreement to Deliver Documents. 
 For the purpose of Section 4(a) of this Agreement, Party B agrees to
deliver the following documents: 
  

	(a)	A certificate of an authorized officer of Party B evidencing the necessary corporate authorizations, resolutions, and approvals with respect to the execution, delivery and
performance of this Agreement, and certifying the names, true signatures, and authority of the officer(s) signing this Agreement and executing Transactions hereunder. 

  

	(b)	Quarterly and annual financial statements of Party B when reasonably requested by Party A and not otherwise provided to Party A under the Credit Agreement. 


 

	(c)	IRS Form W-9 of Party B when requested by Party A. 

 Part 3.
Miscellaneous. 
  

	(a)	Addresses for Notices: For the purpose of Section 10(a) of this Agreement 

 Address for notices or communications to Party A: 
 Address: 127 Public Square, OH-01-27-0405, Cleveland,
Ohio 44114 
 Attention: Interest Rate Risk Management 
 Facsimile No.: 216-689-4737 
 Telephone No.: 216-689-3143 
  

 2 








 Address for notices or communications to Party B: 
 Address: 23 Old Kings Highway South Darien, CT 06820 
 Attention: Don O’Neill 
 Facsimile No.: 203-655-4686 
 Telephone No.: 203-662-2980 
  

	(b)	Calculation Agent.   The Calculation Agent is Party A. 

  


	(c)	Credit Support Document:   In relation to Party A, means not applicable. In relation to Party B, means 

 (i) that certain Credit and Security Agreement dated on or about July 12, 2007 (the “Credit Agreement”) between Jupitermedia Corporation
and KeyBank National Association, as the lead arranger, sole book runner and Administrative Agent for the Lenders and Citizens Bank as the Syndication Agent, and each other Loan Document (as defined in the Credit Agreement), in each case as amended,
restated, renewed, refinanced, supplemented, or as waivers thereunder may be approved in accordance with its terms from time to time, 
 (ii)
Security Documents as defined in the Loan Agreement which, shall include without limitation, the following documents, as all such documents may be amended, modified or supplemented from time to time 
 (a) that certain Security Agreement dated on or about July 12, 2007 among Jupitermedia Corporation, and each of the Domestic
Subsidiaries (as defined in the Security Agreement) in favor of KeyBank National Association 
 (b) that certain Pledge
Agreement dated on or about July 12, 2007 between Jupitermedia Corporation in favor of KeyBank National Association 
 (iii) any
guarantee, security agreement, or other document in effect from time to time that, by its tennis, guarantees, secures or otherwise supports the perfounance of Party B’s obligations under this Agreement, including without limitation,.

  

	(d)	Credit Support Provider.   In relation to Party A, means not applicable. In relation to Party B, means each party to any Credit Support Document of
Party B, including without limitation each Guarantor of Payment as defined in the Credit Agreement, other than (i) Party A or Party B, (ii) any Affiliate of Party A, or (iii) any other secured party under such Credit Support Document.


  

	(e)	Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW
DOCTRINE. 

  

	(f)	Definitions.   Section 12 is modified as follows: 

 (i) “Default Rate” means Prime +2%. 
  

	(g)	Payments. 

 Party A will make payments to
Party B by transfer to the account of Party B at KeyBank National Association (Account Number:
                                ). 
  

 3 








 Party B will make payments to Party A by transfer from the account of Party B at KeyBank National
Association (Account Number:     ), and Party A is irrevocably authorized to debit such account for each such payment (it being understood that Party B will at all times maintain sufficient balances in such account for
such purposes). 
 Part 4. Other Provisions. 
  

	(a)	Additional Representations.   Party B represents to Party A (which representation will be deemed to be repeated by Party B on each date on which a
Transaction is entered into that it, or any Credit Support Provider, has if a corporation, partnership, proprietorship, limited liability company or trust (1) total assets exceeding $10,000,000 or (2) a net worth exceeding $1,000,000
and is entering into the Transaction in connection with the conduct of its business or to manage the risk associated with an asset or liability owned or incurred in the conduct of its business, and as such, it is an “eligible contract
participant” as such term is defined in Section l a(12) of the Commodity Exchange Act (2000). 

  

	(b)	Event of Default.   Each party agrees to notify the other party of the occurrence of any Event of Default or Potential Event of Default immediately
upon learning of the occurrence thereof. 

  

	(c)	Disclaimer.   In entering into this Agreement, Party B acknowledges and agrees that: 

  

	 	1.	Party B understands that there is no assurance as to the direction in which interests rates in financial markets may move in the future and that Party A makes no covenant,
representation, or warranty in this regard or in regard to the suitability of the terms of the Agreement or any Transaction to the particular needs and financial situation of Party B. 

  

	 	2.	Party B has made its own independent, informed decision to enter into this Agreement and any Transaction. 

  

	 	3.	Party B represents, which representation shall be deemed repeated with respect to and at the time of each Agreement and Transaction, that (A) it has had the opportunity,
independently of Party A and Party A’s affiliates, officers, employees, and agents, to consult its own financial advisors and has determined that it is in Party B’s interest to enter into the Agreement and any Transaction, (B) it is
capable of assuming and assumes the risks of any Transaction and (C) it is capable of assuming and assumes all risks (financial and otherwise) associated with any Transaction, including but not limited to, Market Risk (defined as the risk that
the Transaction may increase or decrease in value with a change in, among other things, interest rates or the yield curve), and Liquidity Risk (defined as the risk that the Transaction cannot be closed out of or disposed of quickly at or near its
value). 

  

	 	4.	Party A is not acting as a fiduciary for or advisor to Party B in respect of any Transaction. 

  

	 	5.	Party B is not relying on any communications (written or oral) of Party A as investment advice or as a recommendation to enter into this Transaction, it being understood that
information and explanations related to the terms and conditions of this Agreement and any Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. 

  

	 	6.	Party B is capable of assessing the terms, conditions and risks (on its own behalf or through independent professional advice) of this Agreement and any Transaction and understands
and accepts such terms, conditions and risks. 

  

	(d)	 Waiver of Jury Trial.   Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all rights it may
have to trial by jury in respect of any proceedings arising 



  

 4 









	 	 
out of or relating to this agreement or any transaction and acknowledges that it and the other party have been induced to enter into this agreement by, among
other things, these mutual waivers. 


  

	(e)	Set-off.   The right to exercise a Set-off against any amount otherwise payable in respect of an Early Termination Date pursuant to Section 6(e)
may be applied solely at the election of the Non-Defaulting Party in the case of an Event of Default, and by the party other than the Affected Party in the case of a Termination Event or Additional Termination Event, whether or not such party is the
payer or payee of an amount determined pursuant to Section 6. If an obligation is unascertained, such party may in good faith estimate that obligation and exercise a Set-off in respect of the estimate, subject to the relevant party accounting
to the other party when the obligation becomes ascertained. 

  

	 (f)
	 USA PATRIOT Act Notice.   Party A hereby notifies Party B that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Party B, which information includes the name and address of Party
B, the Tax-Identification Number, and other information that will allow Party A to identify Party B in accordance with the Act.1



  

	(g)	Termination.   Party B acknowledges that upon an early termination of any or all Transactions or Specified Transactions under this Agreement, monies may be
due and payable by Party B to Party A, or by Party A to Party 11 

  

	(h)	Definitions.   Unless otherwise specified in a Confirmation, each Transaction between the parties shall be subject to the 2000 ISDA Definitions (the
“Definitions”) as published by the International Swaps and Derivatives Association, Inc., as such Definitions hereinafter are amended and as such Definitions may be amended, supplemented, replaced, or modified, are incorporated by
reference into this Agreement and each Confirmation as if fully set forth herein or in such Confirmation. For these purposes, all references in the Definitions to a “Swap Transaction” shall be deemed to apply to each Transaction under this
Agreement. Unless expressly provided otherwise, in the event of any inconsistency between any of the documents identified in this Part 4(h), the document listed first will prevail: (i) the Confirmation; (ii) the Schedule; (iii) the
printed form of ISDA Master Agreement; and (iv) the Definitions. 

 IN WITNESS WHEREOF, the parties have executed this Schedule by
their duly authorized officers as of the date hereof. 
  

									
	            KeyBank National
Association            	 	and    	 	            Jupitermedia
Corporation            
	(Name of Party)	 		 	(Name of Party)
					
	By:	 	 	 		 	By:	 	/s/ Donald J. O’Neill
		 	 Name: Thomas J. Simenic
 Title: Senior Vice President

 Date:
	 		 		 	 Name: Donald J. O’Neill
 Title: Chief
Financial Officer
 Date: 10/5/2009


  
  
  
 1   This provision is included as a means of compliance with the notice requirements contained in the regulations under the USA
PATRIOT ACT. 
  

 5 









	    	KEYBANK NATIONAL ASSOCIATION 

 CONFIRMATION

  

	To:	JUPITERMEDIA CORPORATION 

  

	    	23 OLD KING HIGHWAY SOUTH 

  

	    	DARIEN, CT 06820 

  

	Attn:	DON O’NEILL 


	Fax:	doneill@jupitermedia.com 

 Duplicate 
 Confirm to: 

	Client	ID: 1000363659-MASSEY 

  

	From:	KEYBANK NATIONAL ASSOCIATION 


	Date:	19-Jul-07 


	Our	Ref: 182694/182710 

 The purpose of this letter agreement is to set forth
the terms and conditions of the Swap Transaction entered into between KEYBANK NATIONAL ASSOCIATION and JUPITERMEDIA CORPORATION on the Trade Date specified below (the “Swap Transaction”). This letter agreement constitutes a
“Confirmation” as referred to in the Swap Agreement specified below. 
 1.     The definitions and provisions
contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (the “Definitions”) and amended from time to time, are incorporated into this Confirmation. 
 If you and we are parties to an ISDA Master Agreement as published by the International Swap Dealers Association, Inc. and the Schedule to such agreement
that sets forth the general terms and conditions applicable to Swap Transactions between us (a “Swap Agreement”), this confirmation supplements, forms a part of, and is subject to, such Swap Agreement. If you and we are not yet parties to
a Swap Agreement, this Confirmation will be a complete valid legal binding agreement between us as supplemented by the general terms and conditions set forth in the standard form ISDA Master Agreement copyright 1992 by the International Swap Dealers
Association, Inc. (“standard ISDA form”). All provisions contained or incorporated by reference in such Swap Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this
Confirmation and the Definitions or the Swap Agreement or the standard ISDA form if a Swap Agreement has not been entered into between us, this Confirmation will govern. 
 This Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, provided that this provision will be superseded by any choice of
law provision in the Swap Agreement. 
 2.     This Confirmation constitutes a Rate Swap Transaction under the Swap
Agreement and the terms of the Rate Swap Transaction to which this Confirmation relates are as follows: 








			
	 JUPITERMEDIA CORPORATION
 Our Ref:
182694/182710
  
 _____________________
  
	 	
	Notional Amount:	 	$50,000,000.00 USD Amortizing by $125,000.00 per quarter
		
	Trade Date:	 	19-Jul-07
		
	Effective Date	 	23-Jul-07
		
	Termination Date	 	11-Jul-13
		
	Fixed Amounts:	 	
	 Fixed Rate Payer:
	 	JUPITERMEDIA CORPORATION
		
	 Fixed Rate Payer
Payment Dates:
	 	Commencing 28-Sep-07 and quarterly thereafter on the last calendar day of the quarter up to and including the Termination Date, subject to adjustment in accordance with Modified Following
Business Day Convention
		
	 Fixed Rate
	 	5.57600%
		
	 Fixed Rate Day Count Fraction
	 	Act/360
		
	Floating Amounts:	 	
	 Floating Rate Payer:
	 	KEYBANK NATIONAL ASSOCIATION
		
	 Floating Rate Payer Payment Dates:
	 	Commencing 28-Sep-07 and quarterly thereafter on the last calendar day of the quarter up to and including the Termination Date, subject to adjustment in accordance with Modified Following
Business Day Convention
		
	 Floating Rate for Initial
Calculation Period including spread:
	 	5.360000%
		
	 Floating Rate Option:
	 	USD-LIBOR-BBA
		
	 Designated Maturity
	 	3-Month
		
	 Spread:
	 	None
		
	Floating Rate Day Count Fraction:	 	Act/360
		
	Reset Dates:	 	The first day of each Floating Rate Payer Calculation Period.

  

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	 JUPITERMEDIA CORPORATION
 Our Ref:
182694/182710
  
 _____________________
  
	 	
	 Calculation Agent:
	 	KEYBANK NATIONAL ASSOCIATION
		
	 Business days:
	 	London and New York
		
	 Other Terms and Conditions:
	 	None
		
	 Payment Method:
	 	Please provide

 Please confirm the foregoing correctly sets forth the terms of our Agreement by executing the copy of this
Confirmation enclosed for that purpose and returning it to us. 
  

	
	Regards,
	
	KEYBANK NATIONAL ASSOCIATION
	
	By:
	
	/s/ Mary Chudzinski
	
	Name: Mary Chudzinski


  

			
	 Accepted and Confirmed as
 of the Trade Date


	
	JUPITERMEDIA CORPORATION
	
	/s/ Donald. J. O’Neill
	Name:	 	 Donald J. O’Neill

	Title:	 	 CFO


  

 3