Credit Agreement



 Exhibit 10.45 
 Execution Version 
  
  

$105,000,000 

CREDIT AGREEMENT 

among 
 2nd STORY
SOFTWARE, INC., 
 as Borrower, 
 TAXACT HOLDINGS, INC., 
 as a Guarantor, 

THE DOMESTIC SUBSIDIARIES OF THE PARENT 
 FROM TIME TO TIME PARTY HERETO, 
 as Guarantors, 

THE LENDERS PARTY HERETO, 
 and 
 RBS CITIZENS, N.A., 

as Administrative Agent 
 Dated as of January 31, 2012 
 RBS CITIZENS, N.A., 

as Sole Lead Arranger and Sole Bookrunner 
  

 
  

			
	 Prepared by:
	 	












 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	 Article I DEFINITIONS
	  	 	1	  
	 Section 1.1
	  	Defined Terms	  	 	1	  
	 Section 1.2
	  	Other Definitional Provisions	  	 	33	  
	 Section 1.3
	  	Accounting Terms	  	 	34	  
	 Section 1.4
	  	Time References	  	 	35	  
	 Section 1.5
	  	Execution of Documents	  	 	35	  
		
	 Article II THE LOANS; AMOUNT AND TERMS
	  	 	35	  
	 Section 2.1
	  	Revolving Loans	  	 	35	  
	 Section 2.2
	  	Term Loan	  	 	37	  
	 Section 2.3
	  	Letter of Credit Subfacility	  	 	39	  
	 Section 2.4
	  	Swingline Loan Subfacility	  	 	43	  
	 Section 2.5
	  	Fees	  	 	45	  
	 Section 2.6
	  	Commitment Reductions	  	 	46	  
	 Section 2.7
	  	Prepayments	  	 	46	  
	 Section 2.8
	  	Default Rate and Payment Dates	  	 	49	  
	 Section 2.9
	  	Conversion Options	  	 	50	  
	 Section 2.10
	  	Computation of Interest and Fees; Usury	  	 	51	  
	 Section 2.11
	  	Pro Rata Treatment and Payments	  	 	52	  
	 Section 2.12
	  	Non-Receipt of Funds by the Administrative Agent	  	 	54	  
	 Section 2.13
	  	Inability to Determine Interest Rate	  	 	56	  
	 Section 2.14
	  	Yield Protection	  	 	56	  
	 Section 2.15
	  	Compensation for Losses; Eurocurrency Liabilities	  	 	58	  
	 Section 2.16
	  	Taxes	  	 	59	  
	 Section 2.17
	  	Indemnification; Nature of Issuing Lender’s Duties	  	 	63	  
	 Section 2.18
	  	Illegality	  	 	64	  
	 Section 2.19
	  	Mitigation Obligations; Replacement of Lenders	  	 	65	  
	 Section 2.20
	  	Cash Collateral	  	 	66	  
	 Section 2.21
	  	Defaulting Lenders	  	 	66	  
	 Section 2.22
	  	Incremental Facilities	  	 	69	  
	 Section 2.23
	  	Redemption Prepayments	  	 	71	  
		
	 Article III REPRESENTATIONS AND WARRANTIES
	  	 	73	  
	 Section 3.1
	  	Financial Condition	  	 	73	  
	 Section 3.2
	  	No Material Adverse Effect	  	 	74	  
	 Section 3.3
	  	Corporate Existence; Compliance with Law; Patriot Act Information	  	 	74	  
	 Section 3.4
	  	Corporate Power; Authorization; Enforceable Obligations	  	 	74	  
	 Section 3.5
	  	No Legal Bar; No Default	  	 	75	  
	 Section 3.6
	  	No Material Litigation	  	 	75	  
	 Section 3.7
	  	Investment Company Act; etc	  	 	75	  
	 Section 3.8
	  	Margin Regulations	  	 	75	  
	 Section 3.9
	  	ERISA	  	 	76	  
	 Section 3.10
	  	Environmental Matters	  	 	76	  
	 Section 3.11
	  	Use of Proceeds	  	 	77	  


  
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	 Section 3.12
	  	Subsidiaries; Joint Ventures; Partnerships	  	 	77	  
	 Section 3.13
	  	Ownership	  	 	78	  
	 Section 3.14
	  	Consent; Governmental Authorizations	  	 	78	  
	 Section 3.15
	  	Taxes	  	 	78	  
	 Section 3.16
	  	Collateral Representations	  	 	78	  
	 Section 3.17
	  	Solvency	  	 	80	  
	 Section 3.18
	  	Compliance with FCPA	  	 	80	  
	 Section 3.19
	  	No Burdensome Restrictions	  	 	80	  
	 Section 3.20
	  	Brokers’ Fees	  	 	80	  
	 Section 3.21
	  	Labor Matters	  	 	80	  
	 Section 3.22
	  	Accuracy and Completeness of Information	  	 	81	  
	 Section 3.23
	  	Material Contracts	  	 	81	  
	 Section 3.24
	  	Insurance	  	 	81	  
	 Section 3.25
	  	Security Documents	  	 	81	  
	 Section 3.26
	  	Classification of Senior Indebtedness	  	 	82	  
	 Section 3.27
	  	Anti-Terrorism Laws	  	 	82	  
	 Section 3.28
	  	Compliance with OFAC Rules and Regulations	  	 	82	  
	 Section 3.29
	  	Authorized Officer	  	 	82	  
	 Section 3.30
	  	Regulation H	  	 	83	  
	 Section 3.31
	  	Consummation of Acquisition	  	 	83	  
		
	 Article IV CONDITIONS PRECEDENT
	  	 	83	  
	 Section 4.1
	  	Conditions to Closing Date	  	 	83	  
	 Section 4.2
	  	Conditions to All Extensions of Credit	  	 	90	  
		
	 Article V AFFIRMATIVE COVENANTS
	  	 	91	  
	 Section 5.1
	  	Financial Statements	  	 	91	  
	 Section 5.2
	  	Certificates; Other Information	  	 	93	  
	 Section 5.3
	  	Payment of Taxes and Other Obligations	  	 	94	  
	 Section 5.4
	  	Conduct of Business and Maintenance of Existence	  	 	95	  
	 Section 5.5
	  	Maintenance of Property; Insurance	  	 	95	  
	 Section 5.6
	  	Maintenance of Books and Records	  	 	95	  
	 Section 5.7
	  	Notices	  	 	96	  
	 Section 5.8
	  	Environmental Laws	  	 	97	  
	 Section 5.9
	  	Financial Covenants	  	 	97	  
	 Section 5.10
	  	Additional Guarantors	  	 	99	  
	 Section 5.11
	  	Compliance with Law	  	 	99	  
	 Section 5.12
	  	Pledged Assets	  	 	100	  
	 Section 5.13
	  	Hedging Agreements	  	 	101	  
	 Section 5.14
	  	Landlord Waivers	  	 	101	  
	 Section 5.15
	  	Further Assurances and Post-Closing Covenants	  	 	101	  
		
	 Article VI NEGATIVE COVENANTS
	  	 	102	  
	 Section 6.1
	  	Indebtedness	  	 	102	  
	 Section 6.2
	  	Liens	  	 	103	  
	 Section 6.3
	  	Nature of Business	  	 	105	  
	 Section 6.4
	  	Consolidation, Merger, Sale or Purchase of Assets, etc	  	 	106	  
	 Section 6.5
	  	Advances, Investments and Loans	  	 	107	  


  
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	 Section 6.6
	  	Transactions with Affiliates	  	 	108	  
	 Section 6.7
	  	Ownership of Subsidiaries; Restrictions	  	 	108	  
	 Section 6.8
	  	Corporate Changes; Material Contracts	  	 	108	  
	 Section 6.9
	  	Limitation on Restricted Actions	  	 	109	  
	 Section 6.10
	  	Restricted Payments	  	 	109	  
	 Section 6.11
	  	Amendment of Subordinated Debt	  	 	110	  
	 Section 6.12
	  	Sale Leasebacks	  	 	110	  
	 Section 6.13
	  	No Further Negative Pledges	  	 	110	  
	 Section 6.14
	  	Account Control Agreements; Additional Bank Accounts	  	 	110	  
	 Section 6.15
	  	Parent	  	 	111	  
		
	 Article VII EVENTS OF DEFAULT
	  	 	111	  
	 Section 7.1
	  	Events of Default	  	 	111	  
	 Section 7.2
	  	Acceleration; Remedies	  	 	114	  
		
	 Article VIII THE ADMINISTRATIVE AGENT
	  	 	115	  
	 Section 8.1
	  	Appointment and Authority	  	 	115	  
	 Section 8.2
	  	Nature of Duties	  	 	115	  
	 Section 8.3
	  	Exculpatory Provisions	  	 	116	  
	 Section 8.4
	  	Reliance by Administrative Agent	  	 	117	  
	 Section 8.5
	  	Notice of Default	  	 	117	  
	 Section 8.6
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	118	  
	 Section 8.7
	  	Indemnification	  	 	118	  
	 Section 8.8
	  	Administrative Agent in Its Individual Capacity	  	 	118	  
	 Section 8.9
	  	Resignation of Administrative Agent	  	 	119	  
	 Section 8.10
	  	Collateral and Guaranty Matters	  	 	120	  
	 Section 8.11
	  	Bank Products	  	 	121	  
		
	 Article IX MISCELLANEOUS
	  	 	121	  
	 Section 9.1
	  	Amendments, Waivers, Consents and Release of Collateral	  	 	121	  
	 Section 9.2
	  	Notices	  	 	125	  
	 Section 9.3
	  	No Waiver; Cumulative Remedies	  	 	127	  
	 Section 9.4
	  	Survival of Representations and Warranties	  	 	127	  
	 Section 9.5
	  	Payment of Expenses and Taxes; Indemnity	  	 	128	  
	 Section 9.6
	  	Successors and Assigns; Participations	  	 	130	  
	 Section 9.7
	  	Right of Set-off; Sharing of Payments	  	 	134	  
	 Section 9.8
	  	Table of Contents and Section Headings	  	 	136	  
	 Section 9.9
	  	Counterparts; Effectiveness; Electronic Execution	  	 	136	  
	 Section 9.10
	  	Severability	  	 	136	  
	 Section 9.11
	  	Integration	  	 	136	  
	 Section 9.12
	  	Governing Law	  	 	137	  
	 Section 9.13
	  	Consent to Jurisdiction; Service of Process and Venue	  	 	137	  
	 Section 9.14
	  	Confidentiality	  	 	137	  
	 Section 9.15
	  	Acknowledgments	  	 	138	  
	 Section 9.16
	  	Waivers of Jury Trial; Waiver of Consequential Damages	  	 	139	  
	 Section 9.17
	  	Patriot Act Notice	  	 	139	  
	 Section 9.18
	  	Resolution of Drafting Ambiguities	  	 	139	  
	 Section 9.19
	  	Subordination of Intercompany Debt	  	 	139	  


  
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	 Section 9.20
	  	Continuing Agreement	  	 	140	  
	 Section 9.21
	  	Lender Consent	  	 	140	  
	 Section 9.22
	  	Press Releases and Related Matters	  	 	140	  
	 Section 9.23
	  	Appointment of Borrower	  	 	140	  
	 Section 9.24
	  	No Advisory or Fiduciary Responsibility	  	 	141	  
	 Section 9.25
	  	Responsible Officers and Authorized Officers	  	 	141	  
		
	 Article X GUARANTY
	  	 	142	  
	 Section 10.1
	  	The Guaranty	  	 	142	  
	 Section 10.2
	  	Bankruptcy	  	 	142	  
	 Section 10.3
	  	Nature of Liability	  	 	143	  
	 Section 10.4
	  	Independent Obligation	  	 	143	  
	 Section 10.5
	  	Authorization	  	 	143	  
	 Section 10.6
	  	Reliance	  	 	144	  
	 Section 10.7
	  	Waiver	  	 	144	  
	 Section 10.8
	  	Limitation on Enforcement	  	 	145	  
	 Section 10.9
	  	Confirmation of Payment	  	 	145	  
		
	 Article XI SUBORDINATION OF INTERCOMPANY DEBT
	  	 	146	  
	 Section 11.1
	  	Subordination	  	 	146	  
	 Section 11.2
	  	Priority and Payment of Proceeds in Certain Events	  	 	146	  
	 Section 11.3
	  	Restrictions on Actions by Credit Parties	  	 	147	  
	 Section 11.4
	  	Miscellaneous	  	 	147	  


  
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 Schedules 
  

			
	Schedule 1.1(a)	  	Investments
	Schedule 1.1(b)	  	Liens
	Schedule 1.1(d)	  	HRB Expenses
	Schedule 3.3	  	Patriot Act Information
	Schedule 3.6	  	Litigation
	Schedule 3.12	  	Subsidiaries
	Schedule 3.16(a)	  	Intellectual Property
	Schedule 3.16(b)	  	Documents, Instruments and Tangible Chattel Paper
	Schedule 3.16(c)	  	Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts, Uncertificated Investment Property
	Schedule 3.16(d)	  	Commercial Tort Claims
	Schedule 3.16(e)	  	Pledged Equity Interests
	Schedule 3.16(f)(i)	  	Mortgaged Properties
	Schedule 3.16(f)(ii)	  	Other Collateral Locations
	Schedule 3.23	  	Material Contracts
	Schedule 3.24	  	Insurance
	Schedule 3.29	  	Authorized Officers
	Schedule 6.1(b)	  	Indebtedness


Exhibits 
  

			
	Exhibit 1.1(a)	  	Form of Account Designation Notice
	Exhibit 1.1(b)	  	Form of Assignment and Assumption
	Exhibit 1.1(c)	  	Form of Joinder Agreement
	Exhibit 1.1(d)	  	Form of Notice of Borrowing
	Exhibit 1.1(e)	  	Form of Notice of Conversion/Extension
	Exhibit 1.1(f)	  	Form of Permitted Acquisition Certificate
	Exhibit 1.1(g)	  	Form of Bank Product Provider Notice
	Exhibit 2.1(a)	  	Form of Funding Indemnity Letter
	Exhibit 2.1(e)	  	Form of Revolving Loan Note
	Exhibit 2.2(d)	  	Form of Term Loan Note
	Exhibit 2.4(d)	  	Form of Swingline Loan Note
	Exhibit 4.1(a)	  	Form of Lender Consent
	Exhibit 4.1(b)	  	Form of Officer’s Certificate
	Exhibit 4.1(d)	  	Form of Landlord Waiver
	Exhibit 4.1(g)	  	Form of Solvency Certificate
	Exhibit 4.1(p)	  	Form of Financial Condition Certificate
	Exhibit 5.2(b)	  	Form of Officer’s Compliance Certificate


  
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 THIS CREDIT AGREEMENT, dated as of January 31, 2012, is by
and among 2nd STORY SOFTWARE, INC., an Iowa corporation
(the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and RBS CITIZENS, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the
“Administrative Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, the Credit Parties (as hereinafter defined) have requested that the Lenders make loans and other
financial accommodations to the Credit Parties in an aggregate amount of up to $105,000,000, as more particularly described herein; and 
 WHEREAS, the Lenders have agreed to make such loans and other financial accommodations to the Credit Parties on the terms and conditions contained herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, such parties hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 
 Section 1.1 Defined Terms. 
 As used in this Agreement, terms
defined in the preamble to this Agreement have the meanings therein indicated, and the following terms have the following meanings: 
 “Acceptable Discount Price” shall have the meaning set forth in Section 2.23(a)(i). 
 “Accessible Borrowing Availability” shall mean, as of any date of determination, the amount that the Borrower is able to borrow on such date under the Revolving Committed Amount without a
Default or Event of Default occurring or existing after giving pro forma effect to such borrowing. 
 “Account
Designation Notice” shall mean the Account Designation Notice dated as of the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Exhibit 1.1(a). 

“Acquired Company” shall mean a collective reference to TaxACT Holdings, Inc. (formerly known as 2SS Holdings, Inc.) and
its Subsidiaries. 
 “Acquisition” shall mean the acquisition of the outstanding Equity Interests of the
Acquired Company by InfoSpace pursuant to the Acquisition Documents. 
 “Acquisition Agreement” shall mean that
certain Agreement and Plan of Merger dated as of January 7, 2012 by and among InfoSpace and BlueBunch Acquisition, Inc., as the purchasers, the Acquired Company, and TA Associates Management, L.P. and Lance Dunn, as the sellers. 







 “Acquisition Documents” shall mean (a) the Acquisition Agreement, and
(b) any other material agreement, document or instrument executed in connection with the foregoing, in each case as in effect on the Closing Date. 
 “Additional Credit Party” shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.10. 

“Administrative Agent” or “Agent” shall have the meaning set forth in the first paragraph of this
Agreement and shall include any successors in such capacity. 
 “Administrative Questionnaire” shall mean an
Administrative Questionnaire in a form supplied by the Administrative Agent. 
 “Affiliate” shall mean, with
respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified. 

“Agreement” or “Credit Agreement” shall mean this Agreement, as amended, modified, extended, restated,
replaced, or supplemented from time to time in accordance with its terms. 
 “Alternate Base Rate” shall mean,
for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum of (i) LIBOR (as determined
pursuant to the definition of LIBOR), for an Interest Period of one (1) month commencing on such day plus (ii) 1.00%, in each instance as of such date of determination. For purposes hereof: “Prime Rate” shall mean,
at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by RBS Citizens at its principal office in Boston, Massachusetts as its prime rate. Each change in the Prime Rate shall be effective as of the
opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by RBS Citizens as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate
charged to its customers or other banks; and “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions
received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error)
(A) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above or (B) that the Prime
Rate or LIBOR no longer accurately reflects an accurate determination of the prevailing Prime Rate or LIBOR, the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Alternate Base Rate, until the
circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in any of the foregoing will become effective on the effective date of such change in the Federal Funds Rate, the Prime Rate or LIBOR
for an Interest Period of one (1) month. Notwithstanding anything contained herein to the contrary, to the extent that the 

  
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provisions of Section 2.13 shall be in effect in determining LIBOR pursuant to clause (c) hereof, the Alternate Base Rate shall be the greater of (i) the Prime Rate in effect on
such day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. 
 “Alternate Base
Rate Loans” shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate. 

“Anti-Terrorism Order” shall mean that certain Executive Order 13224 signed into law on September 23, 2001.

 “Applicable Discount Price” shall have the meaning set forth in Section 2.23(a)(i). 

“Applicable Margin” shall mean, for any day, the rate per annum set forth below opposite the applicable level then in
effect (based on the Total Leverage Ratio), it being understood that the Applicable Margin for (a) Revolving Loans that are Alternate Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”,
(b) Revolving Loans that are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Margin & L/C Fee”, (c) that portion of the Term Loan comprised of Alternate Base Rate Loans shall be the percentage
set forth under the column “Base Rate Margin”, (d) that portion of the Term Loan comprised of LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Margin & L/C Fee”, (e) the Letter of
Credit Fee shall be the percentage set forth under the column “LIBOR Margin & L/C Fee”, and (f) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee”: 

 

															
	Applicable Margin	 
					
	 Level
	 	 Total Leverage Ratio
	 	 LIBOR Margin
& L/C Fee
	 	 	 Base Rate
Margin
	 	 	 Commitment
Fee
	 
	I	 	Less than 1.50 to 1.00	 	 	3.00	% 	 	 	2.00	% 	 	 	0.30	% 
					
	II	 	Greater than or equal
to 1.50 to 1.00 but
less than 2.00 to 1.00	 	 	3.50	% 	 	 	2.50	% 	 	 	0.375	% 
					
	III	 	Greater than or equal
to 2.00 to 1.00 but
less than 2.50 to 1.00	 	 	4.00	% 	 	 	3.00	% 	 	 	0.50	% 
					
	IV	 	Greater than or equal
to 2.50 to 1.00	 	 	4.50	% 	 	 	3.50	% 	 	 	0.50	% 

 The Applicable Margin shall, in each case, be determined and adjusted quarterly on the date five
(5) Business Days after the date on which the Administrative Agent has received from the Borrower the quarterly financial information (in the case of the first three fiscal quarters of the Borrower’s fiscal year), the annual financial
information (in the case of the fourth fiscal quarter of the Borrower’s fiscal year) and the certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and
5.2(b) (each an “Interest Determination Date”). Such Applicable Margin shall be 

  
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effective from such Interest Determination Date until the next such Interest Determination Date. After the Closing Date, if the Credit Parties shall fail to provide the financial information or
certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b), the Applicable Margin shall, on the date five (5) Business Days after the date by which the Credit Parties were so required to provide such financial
information or certifications to the Administrative Agent and the Lenders, be based on Level IV until such time as such information or certifications or corrected information or corrected certificates are provided, whereupon the Level shall be
determined by the then current Total Leverage Ratio. Notwithstanding the foregoing, the initial Applicable Margins shall be set with pricing no lower than that set forth in Level IV until the financial information and certificates required to be
delivered pursuant to Section 5.1 and 5.2 for the first full fiscal quarter to occur following the Closing Date have been delivered to the Administrative Agent, for distribution to the Lenders; provided that if the quarterly financial
information as of the most recent Interest Determination Date would result in a higher Applicable Margin (i.e. Level IV), such higher Applicable Margin shall apply. In the event that any financial statement or certification delivered pursuant to
Sections 5.1 or 5.2 is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable
Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, the Borrower shall promptly (a) deliver to the Administrative Agent a corrected compliance certificate for such
Applicable Period, (b) determine the Applicable Margin for such Applicable Period based upon the corrected compliance certificate, and (c) promptly pay to the Administrative Agent for the benefit of the Lenders the accrued additional
interest and other fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto. It is acknowledged and agreed that
nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents, including their rights under Sections 2.8 and 7.1. 
 “Applicable Percentage” shall mean, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Revolving Lender’s Revolving
Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentage shall be determined based on the Revolving Commitments most recently in effect, giving effect to any assignments. 

“Approved Bank” shall have the meaning set forth in the definition of “Cash Equivalents.” 

“Approved Fund” shall mean any Fund that is administered, managed or underwritten by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Arranger” shall mean RBS Citizens. 
 “Asset Disposition” shall mean the disposition of any or all of the assets (including, without limitation, the Equity Interests of a Subsidiary or any ownership interest in a joint
venture) of any Credit Party or any Subsidiary whether by sale, lease, transfer or otherwise, in a single transaction or in a series of transactions. The term “Asset Disposition” shall not include (a) the sale, lease, transfer or
other disposition of assets permitted by Subsections 6.4(a)(i) through (v) or (b) any equity issuance. 

  
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 “Assignment and Assumption” shall mean an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in substantially the form of Exhibit 1.1(b) or any other form approved by the
Administrative Agent. 
 “Authorized Officers” shall mean the Responsible Officers set forth on Schedule
3.29. 
 “Bank Product” shall mean any of the following products, services or facilities extended to any
Credit Party or any Subsidiary by any Bank Product Provider: (a) Cash Management Services; (b) products under any Hedging Agreement; and (c) commercial credit card, purchase card and merchant card services; provided,
however, that for any of the foregoing to be included as “Credit Party Obligations” for purposes of a distribution under Section 2.11(b), the applicable Bank Product Provider must have previously provided a Bank Product
Provider Notice to the Administrative Agent which shall provide the following information: (i) the existence of such Bank Product and (ii) the maximum dollar amount (if reasonably capable of being determined) of obligations arising
thereunder (the “Bank Product Amount”). The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the Bank Product Provider. Any Bank Product established from and after the time that
the Lenders have received written notice from the Company or the Administrative Agent that an Event of Default exists, until such Event of Default has been waived in accordance with Section 9.1, shall not be included as “Credit Party
Obligations” for purposes of a distribution under Section 2.11(b). 
 “Bank Product Amount” shall
have the meaning set forth in the definition of Bank Product. 
 “Bank Product Debt” shall mean the
Indebtedness and other obligations of any Credit Party or Subsidiary relating to Bank Products. 
 “Bank Product
Provider” shall mean any Person that provides Bank Products to a Credit Party or any Subsidiary to the extent that (a) such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a
Lender) at the time it entered into the Bank Product but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement or (b) such Person is a Lender or an Affiliate of a Lender on the Closing Date and the
Bank Product was entered into on or prior to the Closing Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender). 
 “Bank Product Provider Notice” shall mean a notice substantially in the form of Exhibit 1.1(g). 
 “Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time. 

“Bankruptcy Event” shall mean any of the events described in Section 7.1(f). 

“Borrower” shall have the meaning set forth in the first paragraph of this Agreement. 

  
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 “Borrowing Date” shall mean, in respect of any Loan, the date such Loan is
made. 
 “Business” shall have the meaning set forth in Section 3.10. 

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Boston,
Massachusetts or New York, New York are authorized or required by law to close; provided, however, that when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business
Day” shall also exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market. 
 “Capital Lease” shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance
with GAAP. 
 “Capital Lease Obligations” shall mean the capitalized lease obligations relating to a Capital
Lease determined in accordance with GAAP. 
 “Cash Collateralize” shall mean to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lender or Swingline Lender (as applicable) and the Lenders, as collateral for LOC Obligations, obligations in respect of Swingline Loans, or obligations of
Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Issuing Lender or Swingline Lender benefiting from such collateral shall agree in its sole discretion, other credit
support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the Issuing Lender or the Swingline Lender. “Cash Collateral” shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash
Equivalents” shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of
America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition (“Government Obligations”), (b) Dollar denominated (or foreign currency fully hedged to the Dollar) time
deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose
short-term commercial paper rating at the time of the acquisition thereof is at least A-1 or the equivalent thereof from S&P or from Moody’s is at least P-1 or the equivalent thereof from Moody’s (any such bank being an
“Approved Bank”), in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any
variable rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of
acquisition, (d) repurchase agreements with a term of not more than thirty (30) days with a bank or trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States of America, (e) obligations of any 

  
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state of the United States or any political subdivision thereof for the payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited
Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment, (f) money market accounts subject to Rule 2a-7 of the Investment Company Act of 1940 (“Rule 2a-7”) which
consist primarily of cash and cash equivalents set forth in clauses (a) through (e) above and of which 95% shall at all times be comprised of First Tier Securities (as defined in Rule 2a-7) and any remaining amount shall at all times be
comprised of Second Tier Securities (as defined in Rule 2a-7) and (g) shares of any so-called “money market fund”; provided that such fund is registered under the Investment Company Act of 1940, has net assets of at least
$500,000,000 and has an investment portfolio with an average maturity of 365 days or less. 
 “Cash Management
Services” shall mean any services provided from time to time to any Credit Party or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse,
controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and all other treasury and cash management services. 

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the
adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or
(c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted or issued. 
 “Change of Control” shall mean at any time the
occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of thirty-five percent (35%) or more of the then outstanding Voting Stock of InfoSpace; (b) the replacement of a majority of the Board of Directors of the Parent over a two-year period from the directors who
constituted the Board of Directors at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Parent then still in office who either were members of such Board
of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved; (c) the Parent shall fail, directly or indirectly, to legally and beneficially own 100% of the Equity Interests of
the Borrower; or (d) InfoSpace shall fail, directly or indirectly, to legally and beneficially own greater than fifty percent (50%) of the Equity Interests and greater than fifty percent (50%) of the then outstanding Voting Stock of
the Parent. 

  
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 “Closing Date” shall mean the date of this Agreement. 

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral” shall mean a collective reference to the collateral which is identified in, and at any time will be covered
by, the Security Documents and any other property or assets of a Credit Party, whether tangible or intangible and whether real or personal, that may from time to time secure the Credit Party Obligations; provided that there shall be excluded
from the Collateral (a) any account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or Sanctioned Entity, (b) any lease in which the lessee is a Sanctioned
Person or Sanctioned Entity, (c) any asset for which the cost of obtaining a security interest in such asset outweighs the benefit, as mutually agreed by the Borrower and the Administrative Agent, and (d) any asset for which obtaining a
security interest in such asset would cause a Credit Party to breach its obligations under an agreement to which it is a party and the Credit Party entered such agreement for a purpose other than to prevent the granting of a security interest in
such asset. 
 “Collection Action” shall mean (a) to accelerate the Intercompany Debt or (b) to
initiate or participate with others in any Bankruptcy Event or any other suit, action or proceeding against any Credit Party to (i) enforce payment of or to collect the whole or any part of the Intercompany Debt or (ii) commence
enforcement (judicial or otherwise) of any of the rights and remedies with respect to the Intercompany Debt. 

“Commitment” shall mean the Revolving Commitments, the LOC Commitment, the Term Loan Commitments and the Swingline
Commitment, individually or collectively, as appropriate. 
 “Commitment Fee” shall have the meaning set forth
in Section 2.5(a). 
 “Commitment Percentage” shall mean the Revolving Commitment Percentage and/or the
Term Loan Commitment Percentage, as appropriate. 
 “Commitment Period” shall mean (a) with respect to
Revolving Loans and Swingline Loans, the period from and including the Closing Date to but excluding the Revolver Maturity Date and (b) with respect to Letters of Credit, the period from and including the Closing Date to but excluding the date
that is seven (7) days prior to the Revolver Maturity Date. 
 “Committed Funded Exposure” shall mean, as
to any Lender at any time, the aggregate principal amount at such time of its outstanding Loans, LOC Obligations and Participation Interests at such time. 
 “Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001(b)(1) of ERISA or
is part of a group which includes the Borrower and which is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 412 of the Code to the extent required by such Section,
Section 414(m) or 414(o) of the Code. 

  
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 “Company Material Adverse Effect” shall mean any event, change, effect,
state of facts, occurrence, circumstance or development that individually, or in the aggregate, would reasonably be expected to be materially adverse to (a) the business, operations, assets, financial condition, results of operations or
liabilities of the Acquired Company and its Subsidiaries, taken as a whole or (b) the ability of the Acquired Company to perform, in a timely manner, its obligations under the Acquisition Agreement and the related agreements or to consummate,
in a timely manner, the transactions contemplated hereby and thereby; provided, however, that none of the following constitute, or will be considered in determining whether there has occurred, a Company Material Adverse Effect
(i) for purposes of clause (a) above: (A) changes or conditions generally affecting the industry in which the Acquired Company and its Subsidiaries operate (so long as the Acquired Company is not disproportionately affected thereby),
(B) changes in regulatory or political conditions generally (so long as the Acquired Company is not disproportionately affected thereby when compared to other participants in its industry), (C) the announcement or pendency of the
transactions contemplated herein (including, without limitation, any cancellation of any marketing, partner or similar relationships), (D) any change in laws (so long as the Acquired Company is not disproportionately affected thereby when
compared to other participants in its industry), or (E) changes that are the result of economic factors affecting the national, regional or world economy (so long as the Acquired Company is not disproportionately affected thereby when compared
to other participants in its industry) or acts of war or terrorism, and (ii) for purposes of clauses (a) and (b) above, the receipt from a Governmental Authority of a second request or other similar antitrust investigation, claim,
suit or cause of action). 
 “Consolidated” shall mean, when used with reference to financial statements or
financial statement items of the Parent and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP. 

“Consolidated Capital Expenditures” shall mean, as of any date of determination, all expenditures of the Credit Parties
and their Subsidiaries on a Consolidated basis during such fiscal year that in accordance with GAAP would be classified as capital expenditures, including, without limitation, Capital Lease Obligations and capitalized software costs or similar
expenses. The term “Consolidated Capital Expenditures” shall not include (a) any Permitted Acquisition or (b) capital expenditures in respect of the reinvestment of proceeds from Extraordinary Receipts in accordance with the
terms of Section 2.7(b)(vi). 
 “Consolidated EBITDA” shall mean, as of any date of determination for the
prior four (4) consecutive fiscal quarter period ending on such date, without duplication, (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted in calculating Consolidated Net
Income for such period: (i) Consolidated Interest Expense for such period, (ii) tax expense (including, without limitation, any federal, state, local and foreign income and similar taxes) of the Credit Parties and their Subsidiaries for
such period, (iii) depreciation and amortization expense of the Credit Parties and their Subsidiaries for such period, (iv) costs and expenses in connection with the Transactions; provided that such costs and expenses may only be
added back to Consolidated EBITDA in the four (4) fiscal quarters immediately following the 

  
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Closing Date, (v) the effects of purchase accounting, (vi) fees and expenses set forth on Schedule 1.1(d) relating to the failed H&R Block transaction, (vii) other non-cash
charges (excluding reserves for future cash charges) of the Credit Parties and their Subsidiaries for such period, (viii) any other non-recurring, non-cash losses included in Consolidated Net Income, (ix) any other non-recurring, cash
losses reasonably satisfactory to the Administrative Agent and included in Consolidated Net Income in an amount not to exceed $1,000,000 during the term of this Agreement and (x) Management Fees paid pursuant to and in accordance with the
Management Agreement as permitted by Section 6.10(b) hereof minus (c) non-cash charges previously added back to Consolidated Net Income in determining Consolidated EBITDA to the extent such non-cash charges have become cash charges
included in Consolidated Net Income during such period minus (d) any other non-recurring, non-cash gains during such period (including, without limitation, (i) gains from the sale or exchange of assets and (ii) gains from early
extinguishment of Indebtedness or Hedging Agreements of the Credit Parties and their Subsidiaries) minus (e) any other non-recurring, cash gains included in Consolidated Net Income in an amount not to exceed $1,000,000 during the term of
this Agreement. 
 “Consolidated Funded Debt” shall mean, as of any date of determination, Funded Debt of the
Credit Parties and their Subsidiaries on a Consolidated basis. 
 “Consolidated Interest Expense” shall mean,
as of any date of determination for the prior four (4) consecutive fiscal quarter period ending on such date, all interest expense (excluding amortization of debt discount and premium, but including the interest component under Capital Leases
and synthetic leases, tax retention operating leases, off-balance sheet loans and similar off-balance sheet financing products) for such period of the Credit Parties and their Subsidiaries on a Consolidated basis. Notwithstanding the foregoing, for
purposes of calculating Consolidated Interest Expense for the fiscal quarters ending April 30, 2012, July 31, 2012 and October 31, 2012, Consolidated Interest Expense shall be annualized during such fiscal quarters such that
(a) for the calculation of Consolidated Interest Expense as of April 30, 2012, Consolidated Interest Expense for the fiscal quarter then ending will be multiplied by four (4), (b) for the calculation of Consolidated Interest Expense
as of July 31, 2012, Consolidated Interest Expense for the two fiscal quarter period then ending will be multiplied by two (2) and (c) for the calculation of Consolidated Interest Expense as of October 31, 2012, Consolidated
Interest Expense for the three fiscal quarter period then ending will be multiplied by one and one-third (1 1/3). 

“Consolidated Net Income” shall mean, as of any date of determination for the prior four (4) consecutive fiscal
quarter period ending on such date, the net income (excluding (a) extraordinary losses and gains reasonably acceptable to the Administrative Agent, (b) gains from the early extinguishment of Indebtedness; provided, that any gain
pursuant to Section 2.23(a) shall not be calculated in Consolidated Net Income, (c) all non-cash income as reasonably determined by the Borrower subject to back-up documentation reasonably satisfactory to the Administrative Agent,
(d) interest income, (e) tax credits, rebates and other benefits and (f) income received from joint venture investments to the extent not received in cash) of the Credit Parties and their Subsidiaries on a Consolidated basis for such
period, all as determined in accordance with GAAP; provided that Consolidated Net Income shall exclude any gains or losses based on the mark-to-market value of any Hedge Agreement. 

  
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 “Contractual Obligation” shall mean, as to any Person, any provision of any
security issued by such Person or of any contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound. 
 “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
 “Copyright Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right under any Copyright. 

“Copyrights” shall mean all copyrights in all Works, all registrations and recordings thereof, and all applications in
connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or any political
subdivision thereof, or otherwise and all renewals thereof. 
 “Credit Documents” shall mean this Agreement,
each of the Notes, any Joinder Agreement, the Letters of Credit, LOC Documents and the Security Documents and all other agreements, documents, certificates and instruments delivered to the Administrative Agent or any Lender by any Credit Party in
connection therewith (other than any agreement, document, certificate or instrument related to a Bank Product). 

“Credit Party” shall mean any of the Borrower or the Guarantors. 

“Credit Party Obligations” shall mean, without duplication, (a) the Obligations and (b) for purposes of the
Guaranty, the Security Documents and all provisions under the other Credit Documents relating to the Collateral, the sharing thereof and/or payments from proceeds of the Collateral, all Bank Product Debt. 

“Debt Issuance” shall mean the issuance of any Indebtedness by any Credit Party or any of its Subsidiaries (excluding
any Indebtedness of any Credit Party and its Subsidiaries permitted to be incurred pursuant to Section 6.1 hereof). 

“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. 

“Default” shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of
notice or the lapse of time, or both, or any other condition, has been satisfied. 
 “Default Rate” shall mean
(a) when used with respect to the Obligations, other than Letter of Credit Fees, an interest rate equal to (i) for Alternate Base Rate Loans (A) the Alternate Base Rate plus (B) the Applicable Margin applicable to
Alternate Base Rate Loans plus (C) 2.00% per annum and (ii) for LIBOR Rate Loans, (A) the LIBOR Rate plus (B) the 

  
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Applicable Margin applicable to LIBOR Rate Loans plus (C) 2.00% per annum, (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin
applicable to Letter of Credit Fees plus 2.00% per annum and (c) when used with respect to any other fee or amount due hereunder, a rate equal to the Alternate Base Rate plus the Applicable Margin applicable to Alternate Base
Rate Loans plus 2.00% per annum. 
 “Defaulting Lender” shall mean, subject to Section 2.21(b)
any Lender that, (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in
writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit
or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Lender or Swingline Lender in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a
condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
(subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Lender, each Swingline Lender and each Lender. 
 “Delayed Funding Date” shall mean a date that is at least twenty-one (21) days after the earlier to occur of (i) the date of the initial bank meeting for prospective Lenders
held by the Arranger in relation to its primary syndication efforts and (ii) the delivery of the final confidential information memorandum (in form and substance satisfactory to the Arranger) to be used in connection with the primary
syndication, which such Delayed Funding Date shall occur no later than February 29, 2012. 

  
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 “Deposit Account Control Agreement” shall mean an agreement, among a Credit
Party, a depository institution, and the Administrative Agent, which agreement is in a form acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC)
over the deposit account(s) described therein, as the same may be amended, modified, extended, restated, replaced, or supplemented from time to time. 
 “Discount Price Range” shall have the meaning set forth in Section 2.23(a)(i). 
 “Discounted Prepayment” shall have the meaning set forth in Section 2.23(a). 
 “Discounted Prepayment Amount” shall have the meaning set forth in Section 2.23(a)(i). 
 “Discounted Prepayment Notice” shall have the meaning set forth in Section 2.23(a)(i). 
 “Disposition” shall have the meaning set forth in Section 6.4. 
 “Dollars” and “$” shall mean dollars in lawful currency of the United States of America. 
 “Domestic Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office shown in such Lender’s Administrative
Questionnaire; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

 “Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the United
States or any state or commonwealth thereof or under the laws of the District of Columbia. 
 “Eligible
Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any
assignment of a Revolving Commitment, the Issuing Lender and (iii) unless an Event of Default has occurred and is continuing and so long as the primary syndication of the Loans has been completed as determined by RBS Citizens, the Borrower
(each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (A) any Credit Party or any of the Credit Party’s Affiliates or
Subsidiaries, (B) InfoSpace or any of InfoSpace’s Affiliates, (C) any Person holding Subordinated Debt of the Credit Parties or any of such Person’s Affiliates or (D) any Defaulting Lender (or any of their Affiliates).

 “Environmental Laws” shall mean any and all applicable foreign, federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning
protection of human health or the environment, as now or may at any time be in effect during the term of this Agreement. 

  
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 “Equity Interests” shall mean (a) in the case of a corporation,
capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests
(whether general, preferred or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers or could confer on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person, without limitation, options, warrants and any other “equity security” as defined in Rule 3a11-1 of the Exchange Act. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 

“Event of Default” shall mean any of the events specified in Section 7.1; provided, however, that any
requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied. 

“Excess Cash Flow” shall mean, for the relevant time period, for the Credit Parties and their Subsidiaries on a
Consolidated basis, an amount equal to (a) Consolidated EBITDA for such period minus (b) Consolidated Capital Expenditures for such period to the extent permitted hereunder minus (c) Scheduled Funded Debt Payments made
during such period minus (d) Consolidated Interest Expense (excluding any Consolidated Interest Expense associated with intercompany indebtedness) for such period to the extent actually paid in cash minus (e) cash amounts of
federal, state, local and foreign income taxes of the Credit Parties and their Subsidiaries with respect to such period paid or payable by the Borrower, the Parent and/or InfoSpace (and in the case of InfoSpace, only to the extent that (i) the
Borrower files a consolidated, combined, unitary or similar type income tax return with InfoSpace and (ii) such taxes are attributable to the taxable income of the Borrower) minus (f) to the extent added back to Consolidated EBITDA,
costs and expenses in connection with the Transactions minus (g) to the extent added back to Consolidated EBITDA, fees and expenses set forth on Schedule 1.1(d) minus (h) to the extent added back to Consolidated EBITDA, any
other non-recurring, cash losses included in Consolidated Net Income in an amount not to exceed $1,000,000 during the term of this Agreement minus (i) Management Fees paid pursuant to and in accordance with the Management Agreement as
permitted by Section 6.10(b) hereof. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended. 
 “Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient,
(a) Taxes imposed on or measured by the Recipient’s net or overall gross income (however denominated), franchise Taxes imposed on the Recipient, and branch profits Taxes imposed on the Recipient, in each case, (i) by the jurisdiction
(or any political subdivision thereof) under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) as the result of any
other present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (b) in the


  
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case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), U.S. federal withholding Taxes imposed on amounts payable to or for the account of such
Lender pursuant to a law in effect on the date on which (i) such Lender becomes a party hereto or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to
such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to
comply with Section 2.16(g) and (d) any Taxes imposed under FATCA (or any amended or successor version of FATCA that is substantively comparable and not materially more onerous to comply with). 

“Extension of Credit” shall mean, as to any Lender, the making of a Loan by such Lender, any conversion of a Loan from
one Type to another Type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Letter of Credit or Swingline Loan by such Lender. 
 “Extraordinary Receipt” shall mean any cash received by or paid to or for the account of any Person not in the ordinary course of business, including Recovery Events, tax refunds,
proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) and condemnation awards (and payments in lieu thereof). 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement, and any current or future
regulations or official interpretations thereof. 
 “Federal Funds Effective Rate” shall have the meaning set
forth in the definition of “Alternate Base Rate”. 
 “Fee Letter” shall mean the letter agreement
dated January 7, 2012, addressed to the Borrower from RBS Citizens, as amended, modified, extended, restated, replaced, or supplemented from time to time. 
 “Fixed Charge Coverage Ratio” shall mean, as of any date of determination and without duplication, for the Credit Parties and their Subsidiaries on a Consolidated basis, the ratio of
(a) Consolidated EBITDA for the prior four (4) consecutive fiscal quarters ending on such date minus Consolidated Capital Expenditures made during the prior four (4) consecutive fiscal quarter period ending on such date and not
financed with Funded Debt minus any Restricted Payments (including Management Fees) made during the prior four (4) consecutive fiscal quarter period ending on such date minus all cash income Taxes paid during the prior four
(4) consecutive fiscal quarter period ending on such date (provided that cash income Taxes for all periods prior to December 31, 2011 shall be assumed to be $0.00) to (b) the sum of (i) Consolidated Interest Expense paid or
payable in cash during the prior four (4) consecutive fiscal quarter period ending on such date and (ii) Scheduled Funded Debt Payments made during the prior four (4) consecutive fiscal quarter period ending on such date (including
the principal component of payments due on Capital Leases). 

  
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 “Flood Hazard Property” shall mean any Mortgaged Property that is in an
area designated by the Federal Emergency Management Agency as having special flood or mudslide hazards. 
 “Foreign
Lender” shall mean (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, any Lender that is resident or organized under the laws of a jurisdiction other than that
in which the Borrower is resident for tax purposes. 
 “Foreign Subsidiary” shall mean any Subsidiary that is
not a Domestic Subsidiary. 
 “Fronting Exposure” shall mean, at any time there is a Defaulting Lender,
(a) with respect to any Issuing Lender, such Defaulting Lender’s Applicable Percentage of the outstanding LOC Obligations with respect to Letters of Credit issued by such Issuing Lender other than LOC Obligations as to which such
Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swingline Lender, such Defaulting Lender’s Applicable
Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the
terms hereof. 
 “Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 “Funded Debt” shall mean, with respect to any Person, without duplication, all Indebtedness of such Person (other than Indebtedness set forth in clauses (e), (i), and (n) of such
definition). 
 “GAAP” shall mean generally accepted accounting principles in effect in the United States of
America (or, in the case of Foreign Subsidiaries with significant operations outside the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization or formation)
applied on a consistent basis, subject, however, in the case of determination of compliance with the financial covenants set out in Section 5.9 to the provisions of Section 1.3. 

“Government Acts” shall have the meaning set forth in Section 2.17. 

“Government Obligations” shall have the meaning set forth in the definition of “Cash Equivalents.” 

“Governmental Authority” shall mean the government of the United States of America or any other nation, or of any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

  
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 “Guarantor” shall mean the Parent and the Domestic Subsidiaries of the
Parent (other than the Borrower) as are, or may from time to time become parties to this Agreement. 

“Guaranty” shall mean the guaranty of the Guarantors set forth in Article X. 

“Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person
(other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including,
without limitation, any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such
Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the
holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum
principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. 
 “Hedging
Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or
collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging
agreements. 
 “Incremental Facility” shall mean one or more Incremental Revolving Facilities or Incremental
Term Facilities. 
 “Incremental Revolving Facility” shall have the meaning set forth in Section 2.22.

 “Incremental Term Facility” shall have the meaning set forth in Section 2.22. 

“Indebtedness” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title
retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including,
without limitation, earnout obligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities


  
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agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable
out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person,
(h) the principal portion of all Capital Lease Obligations plus any accrued interest thereon, (i) all net obligations of such Person under Hedging Agreements, (j) the maximum amount of all letters of credit issued or
bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Equity Interests issued by such Person and which by the terms
thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (l) the principal balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product plus any accrued interest thereon, (m) all obligations of any partnership or unincorporated joint venture in which such Person is a general partner or a joint
venturer, except to the extent such obligations are non-recourse to such Person and (n) obligations of such Person under non-compete agreements to the extent such obligations are quantifiable contingent obligations of such Person under GAAP
principles. 
 “Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with
respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Indemnitee” shall have the meaning set forth in Section 9.5(b). 

“InfoSpace” shall mean InfoSpace, Inc. 
 “InfoSpace Equity” shall have the meaning set forth in Section 4.1(w). 
 “Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

 “Intellectual Property” shall mean, collectively, all Copyrights, Copyright Licenses, Patents, Patent
Licenses, Trademarks and Trademark Licenses of the Credit Parties and their Subsidiaries, all goodwill associated therewith and all rights to sue for infringement thereof. 
 “Intercompany Debt” shall have the meaning set forth in Section 9.19. 
 “Interest Determination Date” shall have the meaning specified in the definition of “Applicable Margin”. 

“Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan, the last Business Day of each April,
July, October and January and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any LIBOR Rate Loan having an Interest Period
longer than three months, (i) each three (3) month anniversary following the first day of such Interest Period and (ii) the last day of such Interest Period and (d) as to any Loan which is the subject of a mandatory prepayment
required pursuant to Section 2.7(b), the date on which such mandatory prepayment is due. 

  
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 “Interest Period” shall mean, with respect to any LIBOR Rate Loan,

 (a) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with
respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter, subject to availability to all applicable Lenders, as selected by the Borrower in the Notice of Borrowing or Notice of Conversion given with respect thereto; and

 (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period
applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, subject to availability to all applicable Lenders, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business
Days prior to the last day of the then current Interest Period with respect thereto; provided that the foregoing provisions are subject to the following: 
 (i) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the
result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; 

(ii) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month; 

(iii) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected an
Alternate Base Rate Loan to replace the affected LIBOR Rate Loan; 
 (iv) no Interest Period in respect of any
Loan shall extend beyond the applicable Maturity Date and, further with regard to the Term Loan, no Interest Period shall extend beyond any principal amortization payment date with respect to such Term Loan unless the portion of such Term Loan
consisting of Alternate Base Rate Loans together with the portion of such Term Loan consisting of LIBOR Rate Loans with Interest Periods expiring prior to or concurrently with the date such principal amortization payment date is due, is at least
equal to the amount of such principal amortization payment due on such date; and 
 (v) no more than six
(6) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration,
although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period. 

  
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 “Investment” shall mean (a) the acquisition (whether for cash,
property, services, assumption of Indebtedness, securities or otherwise) of Equity Interests, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the assets of any Person,
(b) any deposit with, or advance, loan or other extension of credit to, any Person (other than deposits made in the ordinary course of business) or (c) any other capital contribution to or investment in any Person, including, without
limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person. 
 “IRS” shall mean the United States Internal Revenue Service. 

“Issuing Lender” shall mean RBS Citizens, together with any successor to any such issuing lender hereunder. 

“Issuing Lender Fees” shall have the meaning set forth in Section 2.5(c). 

“Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Exhibit 1.1(c), executed and
delivered by an Additional Credit Party in accordance with the provisions of Section 5.10. 
 “Lender”
shall mean any of the several banks and other financial institutions as are, or may from time to time become parties to this Agreement; provided that notwithstanding the foregoing, “Lender” shall not include any Credit Party or any
of the Credit Party’s Affiliates or Subsidiaries. 
 “Lender Commitment Letter” shall mean, with respect
to any Lender, the letter (or other correspondence) to such Lender from the Administrative Agent notifying such Lender of its LOC Commitment, Revolving Commitment Percentage and/or Term Loan Commitment Percentage. 

“Lender Consent” shall mean any lender consent delivered by a Lender on the Closing Date in the form of Exhibit
4.1(a). 
 “Letter of Credit” shall mean any letter of credit issued by the Issuing Lender pursuant to the
terms hereof, as such letter of credit may be amended, modified, restated, extended, renewed, increased, replaced or supplemented from time to time in accordance with the terms of this Agreement, in each case as such letter of credit may be amended,
modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement. 
 “Letter of
Credit Facing Fee” shall have the meaning set forth in Section 2.5(c). 
 “Letter of Credit Fee”
shall have the meaning set forth in Section 2.5(b). 
 “LIBOR” shall mean, for any LIBOR Rate Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately
11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not 

  
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available, then “LIBOR” shall mean the rate per annum at which, as determined by the Administrative Agent in accordance with its customary practices, Dollars in an amount comparable to
the Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading
banks in the London interbank market for a period equal to the Interest Period selected. 
 “LIBOR Lending
Office” shall mean, initially, the office(s) of each Lender designated as such Lender’s LIBOR Lending Office in such Lender’s Administrative Questionnaire; and thereafter, such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR Rate Loans of such Lender are to be made. 
 “LIBOR Rate” shall mean a LIBOR rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent in accordance with the definition
of “LIBOR”. 
 “LIBOR Rate Loan” shall mean Loans the rate of interest applicable to which is based
on the LIBOR Rate. 
 “LIBOR Tranche” shall mean the collective reference to LIBOR Rate Loans whose Interest
Periods begin and end on the same day. 
 “Lien” shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement (other than deposits in the ordinary course of business), encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind
or nature whatsoever (including, without limitation, (a) any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing and (b) the filing of (at the
request or with the consent of the Person named as the debtor therein), or the agreement to give, any UCC financing statement). 

“Liquidity” shall mean, at any time, the sum of (a) Accessible Borrowing Availability and (b) the amount of
unrestricted cash the Credit Parties have on deposit. 
 “Loan” shall mean a Revolving Loan, the Term Loan
and/or a Swingline Loan, as appropriate. 
 “LOC Commitment” shall mean the commitment of the Issuing Lender to
issue Letters of Credit and with respect to each Revolving Lender, the commitment of such Revolving Lender to purchase Participation Interests in the Letters of Credit up to such Lender’s Revolving Commitment Percentage of the LOC Committed
Amount. 
 “LOC Committed Amount” shall have the meaning set forth in Section 2.3(a). 

“LOC Documents” shall mean, with respect to each Letter of Credit, such Letter of Credit, any amendments thereto, any
documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for
(a) the rights and obligations of the parties concerned or (b) any collateral for such obligations. 

  
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 “LOC Obligations” shall mean, at any time, the sum of (a) the maximum
amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (b) the aggregate
amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed. 

“Management Agreement” shall mean any management agreement or similar arrangement by and among InfoSpace and any Credit
Party. 
 “Management Fees” shall mean any management fees paid by a Credit Party to InfoSpace, its
Subsidiaries or its Affiliates in an amount not to exceed $1,000,000 for any fiscal year in accordance with the terms of the Management Agreement (as in effect on the Closing Date). 

“Mandatory LOC Borrowing” shall have the meaning set forth in Section 2.3(e). 

“Mandatory Swingline Borrowing” shall have the meaning set forth in Section 2.4(b)(ii). 

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property, assets,
condition (financial or otherwise) or prospects of the Borrower or of the Credit Parties and their Subsidiaries taken as a whole, (b) the ability of the Borrower or any Guarantor to perform its obligations, when such obligations are required to
be performed, under this Agreement, any of the Notes or any other Credit Document or (c) the validity or enforceability of this Agreement, any of the Notes or any of the other Credit Documents, the Administrative Agent’s Liens (for the
benefit of the Secured Parties) on the Collateral or the priority of such Liens or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder. 
 “Material Contract” shall mean (a) any contract or other agreement listed on Schedule 3.23 and (b) any other contract, agreement, permit or license, written or oral, of
the Credit Parties or any of their Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

 “Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any
extraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and
urea-formaldehyde insulation. 
 “Maturity Date” shall mean the Revolver Maturity Date and/or the Term Loan
Maturity Date, as applicable. 
 “Moody’s” shall mean Moody’s Investors Service, Inc. 

  
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 “Mortgage Instrument” shall mean any mortgage, deed of trust or deed to
secure debt executed by a Credit Party in favor of the Administrative Agent, for the benefit of the Secured Parties, as the same may be amended, modified, extended, restated, replaced, or supplemented from time to time. 

“Mortgage Policy” shall mean, with respect to any Mortgage Instrument, an ALTA mortgagee title insurance policy issued
by a title insurance company (the “Title Insurance Company”) selected by the Administrative Agent in an amount satisfactory to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. 

“Mortgaged Property” shall mean any owned real property of a Credit Party listed on Schedule 3.16(f)(i) and any
other owned or leased real property of a Credit Party that is or will become encumbered by a Mortgage Instrument in favor of the Administrative Agent in accordance with the terms of this Agreement. 

“Multiemployer Plan” shall mean, as of any date of determination, a “multiemployer plan,” as defined in
Section 4001(a)(3) of ERISA, to which any Credit Party or a Commonly Controlled Entity has contributed, or been obligated to contribute, during the last seven (7) years. 

“Net Cash Proceeds” shall mean the aggregate cash proceeds received by any Credit Party or any Subsidiary in respect of
any Asset Disposition, Debt Issuance or Extraordinary Receipt, net of (a) reasonable and customary direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions) associated therewith and paid
to Persons who are not Credit Parties or their Affiliates or InfoSpace or its Affiliates unless otherwise permitted by this Agreement, (b) amounts held in escrow to be applied as part of the purchase price of any Asset Disposition and
(c) taxes paid or reasonably estimated to be payable as a result thereof; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash
consideration received by any Credit Party or any Subsidiary in any Asset Disposition, Debt Issuance or Extraordinary Receipt and any cash released from escrow as part of the purchase price in connection with any Asset Disposition. 

“Non-Consenting Lender” shall have the meaning set forth in Section 9.1(b). 

“Non-Defaulting Lender’ shall mean, at any time, each Lender that is not a Defaulting Lender at such time. 

“Note” or “Notes” shall mean the Revolving Loan Notes, the Term Loan Notes and/or the Swingline Loan
Note, collectively, separately or individually, as appropriate. 
 “Notice of Borrowing” shall mean a request
for a Revolving Loan borrowing pursuant to Section 2.1(b)(i) or a request for a Swingline Loan borrowing pursuant to Section 2.4(b)(i), as appropriate. A Form of Notice of Borrowing is attached as Exhibit 1.1(d). 

“Notice of Conversion/Extension” shall mean the written notice of conversion of a LIBOR Rate Loan to an Alternate Base
Rate Loan or an Alternate Base Rate Loan to a LIBOR Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the form of Exhibit 1.1(e). 

  
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 “Obligations” shall mean, collectively, all of the obligations,
Indebtedness and liabilities of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Agreement, the Notes or any of the other Credit Documents, including principal, interest,
fees, costs, charges, expenses, professional fees, reimbursements, all sums chargeable to the Credit Parties or for which any Credit Party is liable as an indemnitor and whether or not evidenced by a note or other instrument and indemnification
obligations and other amounts (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an
allowed claim under the Bankruptcy Code). 
 “OFAC” shall mean the U.S. Department of the Treasury’s
Office of Foreign Assets Control. 
 “Offsite Project” shall mean that certain offsite redundant data center
contemplated on the Closing Date. 
 “Operating Lease” shall mean, as applied to any Person, any lease
(including, without limitation, leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) which is not a Capital Lease other than any such lease in which that Person is the lessor. 

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former
connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document). 

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar
Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19). 
 “Parent” shall mean TaxACT Holdings, Inc. (formerly known as 2SS Holdings, Inc.), successor by merger with BlueBunch Acquisition, Inc. 

“Participant” has the meaning assigned to such term in clause (d) of Section 9.6. 

“Participation Interest” shall mean a participation interest purchased by a Revolving Lender in LOC Obligations as
provided in Section 2.3(c) and in Swingline Loans as provided in Section 2.4. 
 “Participant
Register” has the meaning specified in clause (d) of Section 9.6. 
 “Patent Licenses” shall
mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to manufacture, use or sell any invention covered by a Patent. 

  
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 “Patents” shall mean (a) all letters patent of the United States or
any other country, now existing or hereafter arising, and all improvement patents, reissues, reexaminations, patents of additions, renewals and extensions thereof and (b) all applications for letters patent of the United States or any other
country and all provisionals, divisions, continuations and continuations-in-part and substitutes thereof. 
 “Patriot
Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)),
as amended or modified from time to time. 
 “Payment Event of Default” shall mean an Event of Default
specified in Section 7.1(a). 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA. 
 “Permitted Acquisition” shall mean an acquisition or any series
of related acquisitions by a Credit Party of (a) all or substantially all of the assets or a majority of the outstanding Voting Stock or economic interests of a Person that is incorporated, formed or organized in the United States, (b) a
Person that is incorporated, formed or organized in the United States by a merger, amalgamation or consolidation or any other combination with such Person or (c) any division, line of business or other business unit of a Person that is
incorporated, formed or organized in the United States (such Person or such division, line of business or other business unit of such Person shall be referred to herein as the “Target”), in each case that is a type of business (or
assets used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant to Section 6.3, in each case so long as: 

(i) no Default or Event of Default shall then exist or would exist after giving effect thereto; 

(ii) the Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving
effect to the acquisition on a Pro Forma Basis, (A) the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 and (B) the Total Leverage Ratio shall be 0.25 to 1.0 less than the then applicable
level set forth in Section 5.9; 
 (iii) the Administrative Agent, on behalf of the Secured Parties, shall
have received (or shall receive in connection with the closing of such acquisition within the time period provided for in Sections 5.10 and 5.12) a first priority perfected security interest in all property (including, without limitation, Equity
Interests) acquired with respect to the Target in accordance with the terms of Sections 5.10 and 5.12 and the Target, if a Person, shall have executed (or shall execute within the time period provided for in Sections 5.10 and 5.12) a Joinder
Agreement in accordance with the terms of Section 5.10; 
 (iv) the Administrative Agent and the Lenders
shall have received (A) a description of the material terms of such acquisition, (B) audited financial 

  
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statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date,
(C) Consolidated projected income statements of the Credit Parties and their Subsidiaries (giving effect to such acquisition), and (D) not less than five (5) Business Days prior to the consummation of any Permitted Acquisition with a
purchase price in excess of $3,000,000, a certificate substantially in the form of Exhibit 1.1(f), executed by an Authorized Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement;

 (v) the Target shall have earnings before interest, taxes, depreciation and amortization for the four fiscal
quarter period prior to the acquisition date in an amount greater than $0 (as determined on a pro forma basis after giving effect to adjustments and cost synergies satisfactory to the Administrative Agent in its reasonable discretion); 

(vi) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Board of
Directors (or equivalent) and/or shareholders (or equivalent) of the applicable Credit Party and the Target; 

(vii) after giving effect to such acquisition, there shall be at least $2,000,000 of Accessible Borrowing Availability;
and 
 (viii) the aggregate consideration (including, without limitation, equity consideration, earn out
obligations, deferred compensation, non-competition arrangements and the amount of Indebtedness and other liabilities incurred or assumed by the Credit Parties and their Subsidiaries) paid by the Credit Parties and their Subsidiaries (A) in
connection with any single acquisition shall not exceed $10,000,000 and (B) for all acquisitions made during the term of this Agreement shall not exceed $20,000,000. 
 “Permitted Investments” shall have the meaning set forth in Section 6.5. 
 “Permitted Liens” shall have the meaning set forth in Section 6.2. 
 “Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

 “Plan” shall mean, as of any date of determination, any employee benefit plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA and in respect of which any Credit Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA. 
 “Pledge Agreement” shall mean the Pledge Agreement dated as of the
Closing Date executed by the Credit Parties in favor of the Administrative Agent, for the benefit of the Secured Parties, as the same may from time to time be amended, modified, extended, restated, replaced, or supplemented from time to time in
accordance with the terms hereof and thereof. 

  
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 “Prime Rate” shall have the meaning set forth in the definition of
Alternate Base Rate. 
 “Pro Forma Basis” shall mean, with respect to any transaction, that such transaction
shall be deemed to have occurred as of the first day of the four-quarter period (or twelve-month period, as applicable) ending as of the most recent quarter end (or month end, as applicable) preceding the date of such transaction for which financial
statement information is available. 
 “Properties” shall have the meaning set forth in Section 3.10(a).

 “Qualifying Term Loans” shall have the meaning set forth in Section 2.23(a)(ii). 

“RBS Citizens” shall mean RBS Citizens, N.A., a national banking association, together with its successors and/or
assigns. 
 “Recipient” shall mean (a) the Administrative Agent, (b) any Lender and (c) any
Issuing Lender, as applicable. 
 “Recovery Event” shall mean the receipt by any Credit Party or its
Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets. 

“Register” shall have the meaning set forth in Section 9.6(c). 

“Reimbursement Obligation” shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to
Section 2.3(d) for amounts drawn under Letters of Credit. 
 “Related Parties” shall mean, with respect to
any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Removal Effective Date” shall have the meaning set forth in Section 8.9(b). 
 “Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of
ERISA. 
 “Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty-day notice period is waived by statute, regulation or otherwise. 
 “Required
Lenders” shall mean, as of any date of determination, (a) if there are more than two Lenders, Lenders holding greater than fifty percent (50%) of (i) the outstanding Revolving Commitments and Term Loan or (ii) if the
Revolving Commitments have been terminated, the outstanding Loans and Participation Interests or (b) if there are two or fewer Lenders, all 

  
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Lenders; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations
(including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender’s Commitments. 

“Requirement of Law” shall mean, as to any Person, (a) the articles or certificate of incorporation, by-laws or
other organizational or governing documents of such Person, and (b) all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial
precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority (in each case whether or not having the force of law), 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. 
 “Resignation Effective Date” shall have the meaning set forth in
Section 8.9(a). 
 “Responsible Officer” shall mean, for any Credit Party, the chief executive officer,
the president or chief financial officer of such Credit Party and any additional responsible officer that is designated as such and reasonably satisfactory to the Administrative Agent. 

“Restricted Payment” shall mean (a) any dividend or other distribution, direct or indirect, on account of any
shares (or equivalent) of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value,
direct or indirect, of any shares (or equivalent) of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (d) any payment with respect to any earnout obligation, (e) any payment or
prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt of any Credit Party or any of its Subsidiaries, (f) the payment by
any Credit Party or any of its Subsidiaries of any advisory or consulting fee to any Person, (g) the payment of Management Fees or (h) the payment of any extraordinary salary, bonus or other form of compensation to any Person who is
directly or indirectly a significant partner, shareholder or owner of any such Person to the extent such extraordinary salary, bonus or other form of compensation is not included in the corporate overhead of such Credit Party or such Subsidiary.

 “Revolver Maturity Date” shall mean the date that is five years following the Closing Date; provided,
however, if such date is not a Business Day, the Revolver Maturity Date shall be the next preceding Business Day. 

“Revolving Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to
make Revolving Loans in an aggregate principal amount at any time outstanding up to an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. 

  
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 “Revolving Commitment Percentage” shall mean, for each Lender, the
percentage identified as its Revolving Commitment Percentage in its Lender Commitment Letter or in the Assignment and Assumption pursuant to which such Lender became a Lender hereunder, as such percentage may be modified in connection with any
assignment made in accordance with the provisions of Section 9.6(b). 
 “Revolving Committed Amount” shall
have the meaning set forth in Section 2.1(a). 
 “Revolving Credit Exposure” shall mean, as to any
Revolving Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Revolving Lender’s participation in LOC Obligations and Swingline Loans at such time. 

“Revolving Facility” shall have the meaning set forth in Section 2.1(a). 

“Revolving Lender” shall mean, as of any date of determination, a Lender holding a Revolving Commitment, a Revolving
Loan or a Participation Interest on such date. 
 “Revolving Loan” shall have the meaning set forth in
Section 2.1. 
 “Revolving Loan Note” or “Revolving Loan Notes” shall mean the promissory
notes of the Borrower provided pursuant to Section 2.1(e) in favor of any of the Revolving Lenders evidencing the Revolving Loan provided by any such Revolving Lender pursuant to Section 2.1(a), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, extended, restated, replaced, or supplemented from time to time. 
 “S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. 

“Sanctioned Entity” shall mean (a) a country or a government of a country, (b) an agency of the government of
a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered
and enforced by OFAC. 
 “Sanctioned Person” shall mean a person named on the list of Specially Designated
Nationals maintained by OFAC. 
 “Sarbanes-Oxley” shall mean the Sarbanes-Oxley Act of 2002. 

“Scheduled Funded Debt Payments” shall mean, as of any date of determination for the prior four (4) consecutive
fiscal quarter period ending on such date, the sum of all regularly scheduled payments of principal on Funded Debt of the Credit Parties and their Subsidiaries on a Consolidated basis for the applicable period ending on the date of determination
(including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination). Notwithstanding the foregoing, for purposes of calculating Scheduled Funded Debt Payments for the fiscal quarters
ending April 30, 2012, July 31, 2012 and October 31, 

  
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2012, Scheduled Funded Debt Payments shall be annualized during such fiscal quarters such that (a) for the calculation of Scheduled Funded Debt Payments as of April 30, 2012, Scheduled
Funded Debt Payments for the fiscal quarter then ending will be multiplied by four (4), (b) for the calculation of Scheduled Funded Debt Payments as of July 31, 2012, Scheduled Funded Debt Payments for the two fiscal quarter period then
ending will be multiplied by two (2) and (c) for the calculation of Scheduled Funded Debt Payments as of October 31, 2012, Scheduled Funded Debt Payments for the three fiscal quarter period then ending will be multiplied by one and
one-third (1 1/3). 
 “SEC” shall mean the Securities and Exchange Commission or any successor Governmental
Authority. 
 “Secured Parties” shall mean the Administrative Agent, the Lenders and the Bank Product
Providers. 
 “Securities Account Control Agreement” shall mean an agreement, among a Credit Party, a
securities intermediary, and the Administrative Agent, which agreement is in a form acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Articles 8 and 9 of the UCC)
over the securities account(s) described therein, as the same may be as amended, modified, extended, restated, replaced, or supplemented from time to time. 
 “Securities Act” shall mean the Securities Act of 1933, together with any amendment thereto or replacement thereof and any rules or regulations promulgated thereunder. 

“Securities Laws” shall mean the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and
auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

 “Security Agreement” shall mean the Security Agreement dated as of the Closing Date executed by the Credit
Parties in favor of the Administrative Agent, for the benefit of the Secured Parties, as amended, modified, extended, restated, replaced, or supplemented from time to time in accordance with its terms. 

“Security Documents” shall mean the Security Agreement, the Pledge Agreement, any Deposit Account Control Agreement, any
Securities Account Control Agreement, the Mortgage Instruments and all other agreements, documents and instruments relating to, arising out of, or in any way connected with any of the foregoing documents or granting to the Administrative Agent, for
the benefit of the Secured Parties, Liens or security interests to secure, inter alia, the Credit Party Obligations whether now or hereafter executed and/or filed, each as may be amended from time to time in accordance with the terms hereof,
executed and delivered in connection with the granting, attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder, including, without limitation, UCC financing statements. 

“Specified Equity Contribution” shall have the meaning set forth in Section 5.9(d). 

  
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 “Subordinated Debt” shall mean any Indebtedness incurred by any Credit
Party which by its terms is specifically subordinated in right of payment to the prior payment of the Credit Party Obligations and contains subordination and other terms acceptable to the Administrative Agent. 

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of
which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, limited liability company, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Parent. 

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate
principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to purchase participation interests in the Swingline Loans as provided in Section 2.4(b)(ii), as such amounts may be
reduced from time to time in accordance with the provisions hereof. 
 “Swingline Committed Amount” shall mean
the amount of the Swingline Lender’s Swingline Commitment as specified in Section 2.4(a). 
 “Swingline
Exposure” means, with respect to any Lender, an amount equal to the Applicable Percentage of such Lender multiplied by the principal amount of outstanding Swingline Loans. 

“Swingline Lender” shall mean RBS Citizens and any successor swingline lender. 

“Swingline Loan” shall have the meaning set forth in Section 2.4(a). 

“Swingline Loan Note” shall mean the promissory note of the Borrower in favor of the Swingline Lender evidencing the
Swingline Loans provided pursuant to Section 2.4(d), as such promissory note may be amended, modified, extended, restated, replaced, or supplemented from time to time. 
 “Target” shall have the meaning set forth in the definition of “Permitted Acquisition”. 
 “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Term
Loan” shall have the meaning set forth in Section 2.2(a). 
 “Term Loan Commitment” shall mean,
with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make its portion of the Term Loan in a principal amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of the Term Loan Committed Amount.


  
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 “Term Loan Commitment Percentage” shall mean, for any Term Loan Lender, the
percentage identified as its Term Loan Commitment Percentage in its Lender Commitment Letter, or in the Assignment and Assumption pursuant to which such Lender became a Lender hereunder, as such percentage may be modified in connection with any
assignment made in accordance with the provisions of Section 9.6(b). 
 “Term Loan Committed Amount” shall
have the meaning set forth in Section 2.2(a). 
 “Term Loan Facility” shall have the meaning set forth in
Section 2.2(a). 
 “Term Loan Lender” shall mean a Lender holding a Term Loan Commitment or a portion of
the outstanding Term Loan. 
 “Term Loan Maturity Date” shall mean the date that is five years following the
Closing Date; provided, however, if such date is not a Business Day, the Term Loan Maturity Date shall be the next preceding Business Day. 
 “Term Loan Note” or “Term Loan Notes” shall mean the promissory notes of the Borrower (if any) in favor of any of the Term Loan Lenders evidencing the portion of the Term
Loan provided by any such Term Loan Lender pursuant to Section 2.2(a), individually or collectively, as appropriate, as such promissory notes may be amended, modified, extended, restated, replaced, or supplemented from time to time. 

“Title Insurance Company” shall have the meaning set forth in the definition of “Mortgage Policy”.

 “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit
Exposure and outstanding Term Loans of such Lender at such time. 
 “Total Leverage Ratio” shall mean, as of
any date of determination, for the Credit Parties and their Subsidiaries on a Consolidated basis, the ratio of (a) Consolidated Funded Debt on such date to (b) Consolidated EBITDA for the prior four (4) consecutive quarters ending on
such date. 
 “Trademark License” shall mean any agreement, whether written or oral, providing for the grant by
or to a Person of any right to use any Trademark. 
 “Trademarks” shall mean (a) all trademarks, trade
names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together with the goodwill associated
therewith, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof and (b) all renewals thereof. 
 “Tranche” shall mean the
collective reference to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day and (b) Alternate Base Rate Loans made on the same day. 

  
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 “Transactions” shall mean the closing of this Agreement and the other
Credit Documents and the consummation of the Acquisition and the other transactions contemplated hereby and pursuant to the other Credit Documents (including, without limitation, the initial borrowings under the Credit Documents and the payment of
fees and expenses in connection with all of the foregoing). 
 “Transfer Effective Date” shall have the meaning
set forth in each Assignment and Assumption. 
 “Type” shall mean, as to any Loan, its nature as an Alternate
Base Rate Loan or LIBOR Rate Loan, as the case may be. 
 “UCC” shall mean the Uniform Commercial Code from
time to time in effect in any applicable jurisdiction. 
 “U.S. Borrower” shall mean any Borrower that is a
U.S. Person. 
 “U.S. Person” shall mean any Person that is a “United States Person” as defined in
section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning assigned to such term in
paragraph (g) of Section 2.16. 
 “Voting Stock” shall mean, with respect to any Person, Equity
Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote may be or
have been suspended by the happening of such a contingency. 
 “Withholding Agent” means any Credit Party and
the Administrative Agent. 
 “Works” shall mean all works which are subject to copyright protection pursuant to
Title 17 of the United States Code. 
 Section 1.2 Other Definitional Provisions. 

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer


  
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to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights and (g) all terms defined in this Agreement shall have the defined meanings when used in any other Credit Document or any certificate or other document made or delivered
pursuant hereto. 
 Section 1.3 Accounting Terms. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity
with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time,
applied in a manner consistent with that used in preparing the most recently delivered audited Consolidated financial statements of the Parent, except as otherwise specifically prescribed herein. 

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior
to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 

(c) Financial Covenant Calculations. The parties hereto acknowledge and agree that, for purposes of all
calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition,
(A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to
adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired
as of the first day of such applicable period and (ii) after any Disposition permitted by Section 6.4(a)(vi), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to
the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness that is
repaid with the proceeds of such Disposition shall be excluded from such 

  
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calculations and deemed to have been repaid as of the first day of such applicable period. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the
computation of any financial covenant) contained herein, Indebtedness shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be
disregarded. 
 Section 1.4 Time References. 

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as
applicable). 
 Section 1.5 Execution of Documents. 

Unless otherwise specified, all Credit Documents and all other certificates executed in connection therewith must be signed by an
Authorized Officer. 
 ARTICLE II 
 THE LOANS; AMOUNT AND TERMS 
 Section 2.1 Revolving Loans.

 (a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof,
each Revolving Lender severally, but not jointly, agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time in an aggregate principal amount of up to TEN MILLION DOLLARS ($10,000,000) (as
increased from time to time as provided in Section 2.22 and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “Revolving Committed Amount”) for the purposes hereinafter set
forth (such facility, the “Revolving Facility”); provided, however, that (i) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the
aggregate principal amount of outstanding Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding Swingline Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding
LOC Obligations shall not exceed such Revolving Lender’s Revolving Commitment and (ii) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding
Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may
request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, the Revolving Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date, may only consist
of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the
Closing Date; provided, further, the aggregate principal amount of the Revolving Loans made on the Closing Date shall 

  
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not exceed $5,000,000. LIBOR Rate Loans shall be made by each Revolving Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. 

(b) Revolving Loan Borrowings. 

(i) Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written Notice of
Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Administrative Agent not later than 1:00 P.M. (New York time) on the Business Day prior to the date of
the requested borrowing in the case of Alternate Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such Notice of Borrowing shall be irrevocable and shall specify
(A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed and (D) whether the borrowing shall be comprised of Alternate Base
Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case
of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder.
The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof. 

(ii) Minimum Amounts. Each Revolving Loan that is made as an Alternate Base Rate Loan shall be in a minimum
aggregate amount of $500,000 and in integral multiples of $100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less). Each Revolving Loan that is made as a LIBOR Rate Loan shall be in a minimum aggregate amount
of $500,000 and in integral multiples of $100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less). 
 (iii) Advances. Each Revolving Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower at the
office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, by 3:00 P.M. (New York time) on the date specified in the applicable Notice of Borrowing, in Dollars and
in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office (or such other account that the
Borrower may designate in writing to the Administrative Agent) with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. 

  
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 (c) Repayment. Subject to the terms of this Agreement, Revolving
Loans may be borrowed, repaid and reborrowed during the Commitment Period, subject to Section 2.7(a). The principal amount of all Revolving Loans shall be due and payable in full on the Revolver Maturity Date, unless accelerated sooner pursuant
to Section 7.2. 
 (d) Interest. Subject to the provisions of Section 2.8, Revolving Loans shall
bear interest as follows: 
 (i) Alternate Base Rate Loans. During such periods as any Revolving Loans
shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Margin; and 

(ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each
such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Margin. 
 Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date. 
 (e) Revolving Loan Notes; Covenant to Pay. The Borrower’s obligation to pay each Revolving Lender shall be evidenced by this Agreement and, upon such Revolving Lender’s request, by a
duly executed promissory note of the Borrower to such Revolving Lender in substantially the form of Exhibit 2.1(e). The Borrower covenants and agrees to pay the Revolving Loans in accordance with the terms of this Agreement. 

Section 2.2 Term Loan. 
 (a) Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make
available to the Borrower (through the Administrative Agent) on the Closing Date such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Term Loan”) in the aggregate principal amount of
NINETY-FIVE MILLION DOLLARS ($95,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds
of the Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other
office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such
other account(s) as directed by the Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior
to the Closing Date; provided, however, that the Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in


  
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the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date. LIBOR Rate Loans shall be made by each
Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Term Loan may not be reborrowed. 

(b) Repayment of Term Loan. The principal amount of the Term Loan shall be repaid in consecutive quarterly
installments on the dates set forth below, based on the quarterly percentages of the original principal amount of the Term Loan set forth on the table below (provided, however, if such payment date is not a Business Day, such payment
shall be due on the preceding Business Day), unless accelerated sooner pursuant to Section 7.2: 
  

			
	 Quarterly Amortization Payment Dates
	 	 Amortization

	April 30, 2012	 	2.50%
	July 31, 2012	 	2.50%
	October 31, 2012	 	2.50%
	January 31, 2013	 	2.50%
	April 30, 2013	 	2.50%
	July 31, 2013	 	2.50%
	October 31, 2013	 	2.50%
	January 31, 2014	 	2.50%
	April 30, 2014	 	2.50%
	July 31, 2014	 	2.50%
	October 31, 2014	 	2.50%
	January 31, 2015	 	2.50%
	April 30, 2015	 	3.75%
	July 31, 2015	 	3.75%
	October 31, 2015	 	3.75%
	January 31, 2016	 	3.75%
	April 30, 2016	 	3.75%
	July 31, 2016	 	3.75%
	October 31, 2016	 	3.75%
	January 31, 2017	 	3.75%
	Term Loan Maturity Date	 	 The remaining outstanding

principal amount of the Term Loan


 The outstanding principal amount of the Term Loan and all accrued but unpaid interest and other amounts
payable with respect to the Term Loan shall be repaid on the Term Loan Maturity Date. 

  
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 (c) Interest on the Term Loan. Subject to the provisions of
Section 2.8, the Term Loan shall bear interest as follows: 
 (i) Alternate Base Rate Loans. During
such periods as the Term Loan shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Margin; and 

(ii) LIBOR Rate Loans. During such periods as the Term Loan shall be comprised of LIBOR Rate Loans, each such LIBOR
Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Margin. 
 Interest on the Term Loan shall be payable in arrears on each Interest Payment Date. 
 (d) Term Loan Notes; Covenant to Pay. The Borrower’s obligation to pay each Term Loan Lender shall be evidenced by this Agreement and, upon such Term Loan Lender’s request, by a duly
executed promissory note of the Borrower to such Term Loan Lender in substantially the form of Exhibit 2.2(d). The Borrower covenants and agrees to pay the Term Loan in accordance with the terms of this Agreement. 

Section 2.3 Letter of Credit Subfacility. 

(a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and
conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon
request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed ONE MILLION DOLLARS ($1,000,000) (the “LOC Committed Amount”),
(ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect,
(iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’
compensation and other insurance programs. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance;
provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be
extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided,
further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is seven (7) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related
LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the Issuing Lender. RBS
Citizens shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. 

  
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 (b) Notice and Reports. The request for the issuance of a Letter of
Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance or such shorter period of time as agreed to by the Issuing Lender. The Issuing Lender will promptly upon request provide to
the Administrative Agent for dissemination to the Revolving Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior
report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent
promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding. 

(c) Participations. Each Revolving Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased
without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the
obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment
Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit
on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter
of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in
same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the
occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with
interest as hereinafter provided. 
 (d) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. (New York time) on a Business
Day or, if after 3:00 P.M. (New York time), on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to
reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear 

  
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interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the
Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The
Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the
Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity
or unenforceability of the Letter of Credit. The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account
of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by
such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M. (New York time), otherwise such payment shall be made at or before 12:00 P.M. (New York time) on the Business Day next succeeding the Business Day
such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the
account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum
equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing
Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the
existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have
requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter
of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory LOC Borrowing”) shall be made (without giving effect to any termination of the Commitments
pursuant to Section 7.2) pro rata based on each Revolving Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof
shall be paid directly to the Administrative Agent for the account of the Issuing Lender for application to the respective LOC Obligations. Each Revolving Lender hereby 

  
 41 









 
irrevocably agrees to make such Revolving Loans on the day such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M. (New
York time), otherwise such payment shall be made at or before 12:00 P.M. (New York time) on the Business Day next succeeding the day such notice is received, in each case notwithstanding (i) the amount of Mandatory LOC Borrowing may not
comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists,
(iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed
Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the occurrence of a
Bankruptcy Event), then each such Revolving Lender hereby agrees that it shall forthwith fund its Participation Interests in the outstanding LOC Obligations on the Business Day such notice to fund is received by such Revolving Lender from the
Administrative Agent if such notice is received at or before 2:00 P.M. (New York time), otherwise such payment shall be made at or before 12:00 Noon (New York time) on the Business Day next succeeding the Business Day such notice is received;
provided, further, that in the event any Lender shall fail to fund its Participation Interest as required herein, then the amount of such Revolving Lender’s unfunded Participation Interest therein shall automatically bear interest
payable by such Revolving Lender to the Administrative Agent for the account of the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate
equal to the Alternate Base Rate. 
 (f) Modification, Extension. The issuance of any supplement,
modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder. 

(g) ISP98 and UCP. Unless otherwise expressly agreed by the Issuing Lender and the Borrower, when a Letter of
Credit is issued, (i) the rules of the “International Standby Practices 1998,” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance)
shall apply to each standby Letter of Credit, and (ii) the rules of The Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each
documentary Letter of Credit. 
 (h) Conflict with LOC Documents. In the event of any conflict between
this Agreement and any LOC Document (including any letter of credit application), this Agreement shall control. 

(i) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this
Agreement, including, without limitation, Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that,


  
 42 









 
notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s
Reimbursement Obligations hereunder with respect to such Letter of Credit. 
 (j) Cash Collateral. At any
point in time in which there is a Defaulting Lender, the Issuing Lender may require the Borrower to Cash Collateralize the LOC Obligations pursuant to Section 2.20. 
 Section 2.4 Swingline Loan Subfacility. 
 (a)
Swingline Commitment. During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual capacity, may, in its discretion and in reliance upon the agreements of the other Lenders set forth in
this Section, make certain revolving credit loans to the Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans”) for the purposes hereinafter set forth; provided, however,
(i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed ONE MILLION DOLLARS ($1,000,000) (the “Swingline Committed Amount”), and (ii) the sum of the aggregate principal amount of
outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect. Swingline Loans hereunder may be repaid and reborrowed in accordance with the
provisions hereof. 
 (b) Swingline Loan Borrowings. 

(i) Notice of Borrowing and Disbursement. Upon receiving a Notice of Borrowing from the Borrower not later than
12:00 P.M. (New York time) on any Business Day requesting that a Swingline Loan be made, the Swingline Lender will make Swingline Loans available to the Borrower on the same Business Day such request is received by the Administrative Agent.
Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 (or the remaining available amount of the Swingline Committed Amount if less) and in integral amounts of $100,000 in excess thereof. 

(ii) Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the Revolver Maturity
Date. The Swingline Lender may, at any time, in its sole discretion, and shall, no less frequently than once every ten (10) Business Days, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans
by way of a Revolving Loan borrowing, in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the amount of such Swingline Loans; provided, however,
that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Revolver Maturity Date, (B) the occurrence of any Bankruptcy Event, (C) upon acceleration of the
Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default, and (D) the exercise of remedies in accordance with the provisions of 

  
 43 









 
Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “Mandatory Swingline
Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner specified in the
preceding sentence on the date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M. (New York time), otherwise such payment shall be made at or before 12:00 P.M. (New York
time) on the Business Day next succeeding the date such notice is received notwithstanding (1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required
hereunder, (2) whether any conditions specified in Section 4.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure of any such request or deemed request for Revolving Loans to be made by the
time otherwise required in Section 2.1(b)(i), (5) the date of such Mandatory Swingline Borrowing, or (6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory
Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a
proceeding under the Bankruptcy Code), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the
Borrower on or after such date and prior to such purchase) from the Swingline Lender such Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably
based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2); provided that (x) all interest payable on the Swingline Loans shall be for
the account of the Swingline Lender until the date as of which the respective Participation Interest is purchased, and (y) at the time any purchase of a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving
Lender shall be required to pay to the Swingline Lender interest on the principal amount of such Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to
but excluding the date of payment for such Participation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to
the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a). 

(c) Interest on Swingline Loans. Subject to the provisions of Section 2.8, Swingline Loans shall bear interest
at a per annum rate equal to the Alternate Base Rate plus the Applicable Margin for Revolving Loans that are Alternate Base Rate Loans. Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date. 

  
 44 









 (d) Swingline Loan Note; Covenant to Pay. The Swingline Loans shall
be evidenced by this Agreement and, upon request of the Swingline Lender, by a duly executed promissory note of the Borrower in favor of the Swingline Lender in the original amount of the Swingline Committed Amount and substantially in the form of
Exhibit 2.4(d). The Borrower covenants and agrees to pay the Swingline Loans in accordance with the terms of this Agreement. 
 (e) Cash Collateral. At any point in time in which there is a Defaulting Lender, the Swingline Lender may require the Borrower to Cash Collateralize the outstanding Swingline Loans pursuant to
Section 2.20. 
 Section 2.5 Fees. 

(a) Commitment Fee. Subject to Section 2.21, in consideration of the Revolving Commitments, the Borrower
agrees to pay to the Administrative Agent, for the ratable benefit of the Revolving Lenders, a commitment fee (the “Commitment Fee”) in an amount equal to the Applicable Margin per annum on the average daily unused amount of the
Revolving Committed Amount. The Commitment Fee shall be calculated quarterly in arrears. For purposes of computation of the Commitment Fee, LOC Obligations shall be considered usage of the Revolving Committed Amount but Swingline Loans shall not be
considered usage of the Revolving Committed Amount. The Commitment Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter. 
 (b) Letter of Credit Fees. Subject to Section 2.21, in consideration of the LOC Commitments, the Borrower agrees to pay to the Administrative Agent, for the ratable benefit of the Revolving
Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin for Revolving Loans that are LIBOR Rate Loans per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date
of issuance to the date of expiration. The Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter. 
 (c) Issuing Lender Fees. In addition to the Letter of Credit Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender for its own account without sharing by
the other Lenders the reasonable and customary charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the
“Issuing Lender Fees”). The Issuing Lender may charge, and retain for its own account without sharing by the other Lenders, an additional facing fee (the “Letter of Credit Facing Fee”) of 0.25% per annum on the
average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Issuing Lender Fees and the Letter of Credit Facing Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter.

 (d) Administrative Fee. The Borrower agrees to pay to the Administrative Agent the annual
administrative fee as described in the Fee Letter. 

  
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 Section 2.6 Commitment Reductions. 

(a) Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion
of the Revolving Committed Amount at any time or from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such
termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $500,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and
effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of
the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect. Any reduction in the Revolving Committed Amount
shall be applied to the Commitment of each Revolving Lender in according to its Revolving Commitment Percentage. 

(b) LOC Committed Amount. If the Revolving Committed Amount is reduced below the then current LOC Committed Amount,
the LOC Committed Amount shall automatically be reduced by an amount such that the LOC Committed Amount equals the Revolving Committed Amount. 
 (c) Swingline Committed Amount. If the Revolving Committed Amount is reduced below the then current Swingline Committed Amount, the Swingline Committed Amount shall automatically be reduced by an
amount such that the Swingline Committed Amount equals the Revolving Committed Amount. 
 (d) Maturity
Date. The Revolving Commitments, the Swingline Commitment and the LOC Commitment shall automatically terminate on the Revolver Maturity Date. 
 Section 2.7 Prepayments. 
 (a) Optional
Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans and Swingline Loans in whole or in part from time to time; provided, however, that each partial prepayment
or repayment of (i) Revolving Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amount),
(ii) Revolving Loans or Term Loans that LIBOR Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $500,000 in excess thereof (or the remaining outstanding principal amount) and (iii) Swingline Loans
shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give three Business Days’ irrevocable notice of prepayment in the case
of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the extent that the Borrower elects to
prepay the Term Loans, amounts prepaid under this Section shall 

  
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be (i) applied (A) first, ratably to the scheduled principal installments remaining in the fiscal year such prepayment is made in direct order and (B) second, to the
remaining principal installments thereof (to be applied to installments in inverse order of maturity); provided, however, that any voluntary prepayments pursuant to this clause of Section 2.7(a) shall not be included in
calculating the Total Leverage Ratio for purposes of determining the Excess Cash Flow percentage pursuant to Section 2.7(b)(iv) and (v) applied to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan
Commitment Percentages. To the extent the Borrower elects to repay the Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving Loans and/or Swingline Loans, as applicable of the Revolving Lenders
in accordance with their respective Revolving Commitment Percentages. Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period
maturities. All prepayments under this Section shall be subject to Section 2.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have
occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. 

(b) Mandatory Prepayments. 
 (i) Revolving Committed Amount. If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus
outstanding LOC Obligations shall exceed the Revolving Committed Amount, the Borrower shall immediately prepay the Revolving Loans and Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) Cash Collateralize the LOC
Obligations in an amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (vii) below). 
 (ii) Asset Dispositions. Promptly following any Asset Disposition (or related series of Asset Dispositions), when taken together with all other Asset Dispositions in any fiscal year the value of
which exceeds $250,000, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be
applied as set forth in clause (vii) below); provided, however, that, so long as no Default or Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the extent the
Borrower delivers to the Administrative Agent a certificate stating that the Credit Parties intend to use such Net Cash Proceeds to acquire capital assets useful to the business of the Credit Parties within 365 days of the receipt of such Net Cash
Proceeds, it being expressly agreed that Net Cash Proceeds not so reinvested shall be applied to prepay the Loans and/or Cash Collateralize the LOC Obligations immediately thereafter (such prepayment to be applied as set forth in clause
(vii) below). 

  
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 (iii) Debt Issuances. Immediately upon receipt by any Credit Party or
any of its Subsidiaries of proceeds from any Debt Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (such prepayment to be applied as set
forth in clause (vii) below). 
 (iv) Initial Excess Cash Flow Payment. (1) There shall be no
Excess Cash Flow payment due ninety (90) days after the end of the Borrower’s fiscal year on April 30, 2012; (2) the Borrower shall prepay, no later than September 15, 2012, the Loans in an aggregate amount based on the
calculations set forth in clause (v) below, which shall not be less than 50% of the Excess Cash Flow for the period from the Closing Date to July 31, 2012 minus voluntary prepayments of the Term Loan during such fiscal year (excluding any
voluntary prepayment used to make Scheduled Funded Debt Payments in such fiscal year) and (3) for the period from August 1, 2012 to April 30, 2013, the Borrower shall make, within ninety (90) days of such period, Excess Cash Flow
payments based on the calculations set forth in clause (v) below minus voluntary prepayments of the Term Loan during such fiscal year (excluding any voluntary prepayment used to make Scheduled Funded Debt Payments in such fiscal year).

 (v) Excess Cash Flow after the Period Described Above. Beginning with the fiscal year starting
May 1, 2013 and ending April 30, 2014 and each fiscal year thereafter, within ninety (90) days after the end of each fiscal year, if the Borrower’s Total Leverage Ratio as of the end of such fiscal year is (A) greater than
or equal to 2.50 to 1.0, the Borrower shall prepay the Loans in an aggregate amount equal to 75% of the Excess Cash Flow for such fiscal year (such prepayments to be applied as set forth in clause (vii) below) minus voluntary prepayments of the
Term Loan during such fiscal year (excluding any voluntary prepayment used to make Scheduled Funded Debt Payments in such fiscal year), (B) less than 2.50 to 1.0 but greater than or equal to 2.0 to 1.0, the Borrower shall prepay the Loans in an
aggregate amount equal to 50% of the Excess Cash Flow for such fiscal year (such prepayments to be applied as set forth in clause (vii) below) minus voluntary prepayments of the Term Loan during such fiscal year (excluding any voluntary
prepayment used to make Scheduled Funded Debt Payments in such fiscal year) and (C) less than 2.0 to 1.0, then no annual Excess Cash Flow prepayment shall be required. 

(vi) Extraordinary Receipts. Promptly upon receipt by any Credit Party or any of its Subsidiaries of proceeds from
any Extraordinary Receipt, when taken together with all other Extraordinary Receipts in any fiscal year the value of which exceeds $250,000, the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the
Net Cash Proceeds of such Extraordinary Receipt (such prepayment to be applied as set forth in clause (vii) below); provided, however, that, so long as no Default or Event of Default has occurred and is continuing, Net Cash
Proceeds from insurance or condemnation proceeds shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that Credit Parties intend to use


  
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such Net Cash Proceeds to acquire capital assets useful to the business of the Credit Parties within 365 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash
Proceeds not so reinvested shall be applied to prepay the Loans and/or Cash Collateralize the LOC Obligations immediately thereafter (such prepayment to be applied as set forth in clause (vii) below). 

(vii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be
applied as follows: 
 (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i),
(1) first to the outstanding Swingline Loans, (2) second to the outstanding Revolving Loans and (3) third to Cash Collateralize the LOC Obligations; 

(B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii),(iii) and (vi), (1) first to the Term
Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (3) third to the Revolving Loans (without a
simultaneous corresponding reduction of the Revolving Committed Amount) and (4) fourth to a cash collateral account in respect of LOC Obligations; and 

(C) with respect to all amounts prepaid pursuant to Sections 2.7(b)(iv) and (v), (1) first to the Term Loan
(to be applied to installments in inverse order of maturity), (2) second to the Swingline Loans (without a simultaneous corresponding reduction of the Swingline Committed Amount), (3) third to the Revolving Loans (without a
simultaneous corresponding reduction of the Revolving Committed Amount) and (4) fourth to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied
first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid
through the date of prepayment, but otherwise without premium or penalty. 
 (c) Bank Product Obligations
Unaffected. Any repayment or prepayment made pursuant to this Section shall not affect the Borrower’s obligation to continue to make payments under any Bank Product, which shall remain in full force and effect notwithstanding such repayment
or prepayment, subject to the terms of such Bank Product. 
 Section 2.8 Default Rate and Payment Dates.

 (a) If all or a portion of the principal amount of any Loan which is a LIBOR Rate Loan shall not be paid
when due or continued as a LIBOR Rate Loan in accordance 

  
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with the provisions of Section 2.9 (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount of such Loan shall be converted to an Alternate Base Rate
Loan at the end of the Interest Period applicable thereto. 
 (b) Upon the occurrence and during the continuance
of a (i) Bankruptcy Event or a Payment Event of Default, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall automatically bear interest at
a rate per annum which is equal to the Default Rate and (ii) any other Event of Default hereunder, at the option of the Required Lenders or the Administrative Agent, the principal of and, to the extent permitted by law, interest on the Loans
and any other amounts owing hereunder or under the other Credit Documents shall automatically bear interest, at a per annum rate which is equal to the Default Rate, in each case from the date of such Event of Default until such Event of Default is
waived in accordance with Section 9.1. Any default interest owing under this Section 2.8(b) shall be due and payable on the earlier to occur of (x) demand by the Administrative Agent (which demand the Administrative Agent shall make
if directed by the Required Lenders) and (y) the Revolver Maturity Date or Term Loan Maturity Date, as applicable. 
 (c) Interest on each Loan shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (b) of this Section shall be payable from time to
time on demand. 
 Section 2.9 Conversion Options. 

(a) The Borrower may, in the case of Revolving Loans and the Term Loan, elect from time to time to convert Alternate Base
Rate Loans to LIBOR Rate Loans or to continue LIBOR Rate Loans, by delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days prior to the proposed date of conversion or continuation. In addition, the
Borrower may elect from time to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 1:00 P.M. (New York time) one (1) Business Day prior
to the proposed date of conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from
such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable
Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an
Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided that (i) no
Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $500,000 or a whole multiple of $500,000 in excess
thereof. All or any part of 

  
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outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions shall be in an aggregate principal amount of $500,000 or a whole multiple of $500,000 in
excess thereof. 
 (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period
with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in
which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or
the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto. 

Section 2.10 Computation of Interest and Fees; Usury. 

(a) Interest payable hereunder with respect to any Alternate Base Rate Loan based on the Prime Rate shall be calculated on
the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360-day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of
the effective date and the amount of each such change. 
 (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate. 

(c) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable
usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising
and whether written or oral. In no way, nor in any event or contingency (including, but not limited to, prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under
this Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in
excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically 

  
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reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value
which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without
penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such
unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such
demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by
applicable law. 
 Section 2.11 Pro Rata Treatment and Payments. 

(a) Allocation of Payments Prior to Exercise of Remedies. Each borrowing of Revolving Loans and any reduction of
the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Revolving Lenders. Unless otherwise required by the terms of this Agreement, each payment under this Agreement shall be applied,
first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest then due and owing hereunder of the Borrower and, third, to principal then due and owing hereunder and under this Agreement
of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Letter of Credit Facing Fees and the Issuing Lender Fees which shall
be paid to the Issuing Lender). Each optional repayment and prepayment by the Borrower on account of principal of and interest on the Revolving Loans and on the Term Loan, as applicable, shall be applied to such Loans, as applicable, on a pro rata
basis and, to the extent applicable, in accordance with the terms of Section 2.7(a) hereof. Each mandatory prepayment on account of principal of the Loans shall be applied to such Loans, as applicable, on a pro rata basis and, to the extent
applicable, in accordance with Section 2.7(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim and shall be made to the
Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (New York time) on the date when due. The
Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan
becomes 

  
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due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. 
 (b) Allocation of Payments After Exercise of Remedies. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies (other than the application of default
interest pursuant to Section 2.8) by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the
Credit Documents (including, without limitation, the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by
the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows (irrespective of whether
the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Credit Party Obligations are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a Bankruptcy Event): 

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the
terms of the Security Documents; 
 SECOND, to the payment of any fees owed to the Administrative Agent and the
Issuing Lender; 
 THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including, without
limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; 

FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including, with
respect to any Hedging Agreement provided by a Bank Product Provider, any fees and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; 

FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and the payment or cash
collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement provided by a Bank Product Provider, any breakage, termination or other payments due under such Bank Product and any interest accrued thereon;


  
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 SIXTH, to the payment of any fees, interest, breakage, termination or other
amounts owed under any Bank Product not covered by the foregoing; 
 SEVENTH, to all other Credit Party
Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “SIXTH” above; and 

EIGHTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. 

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted
prior to application to the next succeeding category; (b) each of the Lenders and any Bank Product Provider shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by
such Lender or the outstanding obligations payable to such Bank Product Provider bears to the aggregate then outstanding Loans and LOC Obligations and obligations payable under all Bank Products) of amounts available to be applied pursuant to
clauses “THIRD”, “FOURTH”, “FIFTH”, “SIXTH” and “SEVENTH” above; and (c) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to
the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender from time to time for any drawings under
such Letters of Credit and (ii) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH”, “SIXTH” and “SEVENTH” above in the manner provided in
this Section. Notwithstanding the foregoing terms of this Section, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Bank
Product. Amounts distributed with respect to any Bank Product Debt shall be the last Bank Product Amount reported to the Administrative Agent; provided that any such Bank Product Provider may provide an updated Bank Product Amount to the
Administrative Agent prior to payments made pursuant to this Section. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount
(setting forth a reasonably detailed calculation) from the applicable Bank Product Provider. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the Bank Product Amount last reported to the
Administrative Agent. 
 Section 2.12 Non-Receipt of Funds by the Administrative Agent. 

(a) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received
written notice from a Lender prior to the proposed date of any Extension of Credit that such Lender will not make available to the Administrative Agent such Lender’s share of such Extension of Credit, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon such assumption, 

  
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make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Extension of Credit available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Extension of
Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Extension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative Agent. 
 (b) Payments by Borrower;
Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or the Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under subsections
(a) and (b) of this Section shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy
Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Extension of Credit set forth in Article IV are not satisfied or waived in accordance with the terms thereof, the Administrative Agent shall promptly return such funds (in like funds as
received from such Lender) to such Lender, without interest. 

  
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 (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.5(c) are several and not joint. The failure of any Lender to make any Loan, to fund any
such participation or to make any such payment under Section 9.5(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of
any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.5(c). 
 (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it
has obtained or will obtain the funds for any Loan in any particular place or manner. 
 Section 2.13 Inability to
Determine Interest Rate. 
 Notwithstanding any other provision of this Agreement, if (a) the Administrative Agent
shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the LIBOR Rate for
such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of
funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and
the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request
regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be
converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. 

Section 2.14 Yield Protection. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Lender; 

(ii) subject any Recipient to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal,
letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

  
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 (iii) impose on any Lender or the Issuing Lender or the London interbank
market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any LIBOR Rate Loan or of maintaining its
obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender or
other Recipient, the Borrower will pay to such Lender, Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such
additional costs incurred or reduction suffered. 
 (b) Capital Requirements. If any Lender or the Issuing
Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital requirements has or would have
the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such
Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing
Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered. 
 (c)
Certificates for Reimbursement. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in
paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate
within ten (10) days after receipt thereof. 
 (d) Delay in Requests. Failure or delay on the part of
any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a 

  
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waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender
pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date such Lender or Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions, and of such Lender’s or Issuing Lender’s intention to claim compensation therefore (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive effect thereof). 
 Section 2.15
Compensation for Losses; Eurocurrency Liabilities. 
 (a) Compensation for Losses. Upon demand
of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(i) any continuation, conversion, payment or prepayment of any Loan other than an Alternate Base Rate Loan on a day other
than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (ii) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than an Alternate Base Rate Loan on the date or
in the amount notified by the Borrower; or 
 (iii) any assignment of a LIBOR Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.19; 
 including any
loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall
also pay any customary administrative fees charged by such Lender in connection with the foregoing. 
 For purposes of
calculating amounts payable by the Borrower to the Lenders under this Section, each Lender shall be deemed to have funded each LIBOR Rate Loan made by it at the LIBOR Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan was in fact so funded. 
 (c) Eurocurrency Liabilities. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves under Regulation D with respect to “Eurocurrency
liabilities” within the meaning of Regulation D, or under any similar or successor regulation with respect to Eurocurrency liabilities or Eurocurrency funding, 

  
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additional interest on the unpaid principal amount of each LIBOR Loan equal to the actual costs of such reserves allocated to such LIBOR Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive, absent manifest error), which shall be due and payable on each date on which interest is payable on such LIBOR Loan, provided the Borrower shall have received at least fifteen (15) days prior
notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant interest payment date, such additional interest shall be due and payable
fifteen (15) days from receipt of such notice. 
 Section 2.16 Taxes. 

(a) Issuing Lender. For purposes of this Section 2.16, the term “Lender” includes any Issuing
Lender. 
 (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any
Credit Party under any Credit Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable
Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall make such deduction and timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after making such deductions (including such deductions applicable to
additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions been made. 

(c) Payment of Other Taxes by the Borrower. The Credit Parties shall timely pay to the relevant Governmental
Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 
 (d) Indemnification by the Borrower. The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days
after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not 

  
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already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 9.6(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to
such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). 

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental
Authority pursuant to this Section 2.16, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (g)
Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or
times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.16(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower, 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax; 

  
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 (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the
Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent), whichever of the following is applicable: 
 (i) in the
case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 
 (ii) executed originals of IRS Form W-8ECI; 
 (iii) in the case of
a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that (A) such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code and (B) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Foreign Lender or are effectively connected but are not includible in the Foreign Lender’s gross income for U.S.
federal income tax purposes under an income tax treaty (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or 

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or
participating Lender granting a typical participation), executed originals of IRS Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, U.S. Tax Compliance Certificate, Form W-9, and/or other certification documents from each beneficial owner, as
applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S.
Tax Compliance Certificate on behalf of each such beneficial owner; 
 (C) any Foreign Lender shall, to the extent it is legally
entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the reasonable request of the Borrower or the 

  
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Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at
the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and
such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement. 
 Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or
inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(h) Treatment of Certain Refunds. If any party determines, in its reasonable discretion exercised in good faith,
that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such
refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph
(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the
contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make
available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

  
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 (i) Survival. Each party’s obligations under this
Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all
obligations under any Credit Document. 
 Section 2.17 Indemnification; Nature of Issuing Lender’s Duties.

 (a) In addition to its other obligations under Section 2.3, the Credit Parties hereby agree to
protect, indemnify, pay and save the Issuing Lender and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender
or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”). 

(b) As between the Credit Parties, the Issuing Lender and each Lender, the Credit Parties shall assume all risks of the
acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Neither the Issuing Lender nor any Lender shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any
reason; (iii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order
to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of the Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the
above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder. 

(c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken
or omitted by the Issuing Lender or any Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in the absence of gross negligence, willful misconduct or material breach of contract, shall not put
such Issuing Lender or such Lender under any resulting liability to the Credit Parties. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender against any and
all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Credit Parties, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government


  
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Authority. The Issuing Lender and the Lenders shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of
any Government Acts or any other cause beyond the control of the Issuing Lender and the Lenders. 
 (d) Nothing
in this Section is intended to limit the Reimbursement Obligation of the Borrower contained in Section 2.3(d) hereof. The obligations of the Credit Parties under this Section shall survive the termination of this Agreement. No act or omissions
of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Lenders to enforce any right, power or benefit under this Agreement. 

(e) Notwithstanding anything to the contrary contained in this Section, the Credit Parties shall have no obligation to
indemnify the Issuing Lender or any Lender in respect of any liability incurred by the Issuing Lender or such Lender arising out of the gross negligence, willful misconduct or material breach of contract of the Issuing Lender (including action not
taken by the Issuing Lender or such Lender), as determined by a court of competent jurisdiction or pursuant to arbitration. 

Section 2.18 Illegality. 
 Notwithstanding any other provision of this Credit Agreement, if any Change in Law shall make it unlawful for such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated
by this Credit Agreement or to obtain in the interbank eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and the Borrower thereof,
(b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the
suspension shall no longer exist, and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law as
Alternate Base Rate Loans. The Borrower hereby agrees to promptly pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by
such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A
certificate (which certificate shall include a description of the basis for the computation) as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be
conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section;
provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. 

  
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 Section 2.19 Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14, or
requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall (at the request of the Borrower) use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.14, or if the Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a different
lending office in accordance with Section 2.19(a), or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or
Section 2.16) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

 (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in
Section 9.6; 
 (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.15) from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a
reduction in such compensation or payments thereafter; and 
 (iv) such assignment does not conflict with
applicable law. 
 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

  
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 Section 2.20 Cash Collateral. 

(a) Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day
following the written request of the Administrative Agent, the Issuing Lender (with a copy to the Administrative Agent) or any Swingline Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize all Fronting Exposure of
the Issuing Lender and the Swingline Lender with respect to such Defaulting Lender (determined after giving effect to Section 2.21(b) and any Cash Collateral provided by the Defaulting Lender). 

(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting
Lender, hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders (including the Swingline Lender), and agrees to maintain, a first priority security interest in all such Cash
Collateral as security for the Defaulting Lenders’ obligations to which such Cash Collateral may be applied pursuant to clause (c) below. If at any time the Administrative Agent, Issuing Lender or Swingline Lender determines that Cash
Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure, the Borrower will, promptly upon demand
by the Administrative Agent, Issuing Lender or Swingline Lender pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the
Defaulting Lender). 
 (c) Application. Notwithstanding anything to the contrary contained in this
Agreement, Cash Collateral provided under any of this Section or Section 2.21 in respect of Letters of Credit or Swingline Loans, shall be held and applied to the satisfaction of the specific LOC Obligations, Swingline Loans, obligations to
fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may be provided for herein. 
 (d) Termination of Requirement. Cash Collateral (or the
appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 2.20 following (i) the elimination of the applicable Fronting
Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, each Issuing Lender and each Swingline Lender that
there exists excess Cash Collateral; provided that, subject to Section 2.21, the Person providing Cash Collateral and each Issuing Lender and Swingline Lender may agree that Cash Collateral shall be held to support future anticipated
Fronting Exposure or other obligations. 
 Section 2.21 Defaulting Lenders. 

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the
definition of Required Lenders and Section 9.1. 

  
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 (ii) Defaulting Lender Waterfall. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender
pursuant to Section 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Lender’s or Swingline Lender’s Fronting
Exposure in accordance with Section 2.20; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’s and the Swingline Lender’s future Fronting Exposure with
respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in accordance with Section 2.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lenders or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender
as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is
a payment of the principal amount of any Loans or LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans were made or the related Letters of Credit were issued at a time when the
conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LOC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of, or LOC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LOC Obligations and Swingline Loans are held by the Lenders 


  
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pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto. 
 (iii) Certain Fees. 

(A) Commitment Fees. No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during
which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

(B) Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any
period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant Section 2.20. 

(C) Reallocation of Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting
Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation
in LOC Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable
to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in LOC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment)
but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be
deemed to have represented and warranted that such conditions are satisfied at such time) and (y) such reallocation does not cause the aggregate Committed Funded Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that 

  
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Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

 (v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause
(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline
Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.20. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Swingline Lender and Issuing Lender
agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may
include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to
Section 2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was
a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender’s having been a Defaulting Lender. 
 (c) New Swingline Loans/Letters
of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and
(ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. 

Section 2.22 Incremental Facilities. 

(a) Mechanics. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time
and from time to time (but not to exceed two (2) increases in the aggregate) prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loan Committed Amount (each an
“Incremental Term Facility”) or an increase to the Revolving Committed Amount (each an “Incremental Revolving Facility”) by an aggregate amount of up to $15,000,000 for all Incremental Facilities during the term of
this Agreement. The following terms and conditions shall apply to each Incremental Facility: (i) the loans 

  
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made under any such Incremental Facility shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the
interest rate margin applicable to any Incremental Facility may be higher than the then-current interest rate margin on the Term Loans, but by no more than 0.25% (it being understood that the existing pricing will be increased to the extent
necessary to satisfy such requirement), (iii) any such Incremental Facility shall have a maturity date on the same day as the Term Loan Maturity Date or the Revolving Loan Maturity Date, as applicable, and a weighted average life to maturity no
shorter than the weighted average life to maturity of the Term Loans, (iv) any such Incremental Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same
terms as the existing Loans, (v) any such Incremental Facility may be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (vi) any such
Incremental Term Facility shall be in a minimum principal amount of $5,000,000, (vii) the proceeds of any Incremental Facility will be used for the purposes set forth in Section 3.11, (viii) the Borrower shall execute a Term Loan Note
or Revolving Loan Note in favor of any new Lender or any existing Lender requesting a Term Loan Note or Revolving Loan Note, as applicable, (ix) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (x) the
Administrative Agent shall have received (A) an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the
Lenders, in form and substance acceptable to the Administrative Agent, (B) any authorizing corporate documents as the Administrative Agent may reasonably request and (C) a duly executed Notice of Borrowing, (xi) the Administrative
Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such
Incremental Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and (xii) after giving effect to any Incremental Revolving Facility, the Revolving Committed Amount shall
not exceed $15,000,000. Participation in the Incremental Facility shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the Incremental Facility. If the amount of the
Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other Eligible Assignees to join this Credit
Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Administrative Agent may
reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Facility
therein. 
 (b) Incremental Revolving Facility Reallocation. In connection with the closing of any
Incremental Revolving Facility, the outstanding Revolving Loans and Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving
Lenders (which the Borrower shall be responsible for any costs arising under 

  
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Section 2.15 resulting from such reallocation and repayments) of Revolving Loans as necessary such that, after giving effect to such Incremental Revolving Facility, each Revolving Lender
will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Incremental Revolving Facility). 
 Section 2.23 Redemption Prepayments. 
 (a)
Redemption Prepayments by the Borrower. So long as (A) no Default or Event of Default has occurred and is continuing on both the date a Discounted Prepayment Notice (as defined below) is delivered to the Administrative Agent and the
Lenders and the date a Discounted Prepayment (as defined below) is made (both before and after giving effect thereto), (B) no proceeds of Revolving Loans or Swing Loans are used to make any such Discounted Prepayment, (C) no Revolving
Loans or Swing Loans are outstanding before and after giving effect to any Discounted Prepayment and (D) the Borrower is not in possession of material non-public information in respect of any Credit Party or any Subsidiary thereof which has not
been disclosed to the Administrative Agent and the Lenders prior to such Discounted Prepayment, the Borrower shall be permitted to make voluntary prepayments of the Term Loans from internally generated funds on up to two (2) occasions (each, a
“Discounted Prepayment”) during the term of this Agreement pursuant to the provisions of this Section 2.23(a). 
 (i) Procedures. In connection with any Discounted Prepayment, the Borrower will notify the Administrative Agent and the Lenders holding the Term Loans in writing (the “Discounted Prepayment
Notice”) that the Borrower desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount on each occasion not greater than $10,000,000 (the “Discounted Prepayment Amount”) at a discount to par
(which shall be expressed as a range of percentages of par of the principal amount of the Term Loans) specified by the Borrower with respect to each Discounted Prepayment (the “Discount Price Range”); provided, that such
notice shall be received by the Administrative Agent and Lenders no earlier than five (5) Business Days and no later than ten (10) Business Days prior to the proposed date of such Discounted Prepayment. In connection with a Discounted
Prepayment, the Borrower will allow each Lender holding the Term Loans to specify a discount to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Term Loans held by such Lender, the
“Acceptable Discount Price”) for a principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment.
Based on the Acceptable Discount Prices and principal amounts of the Term Loans specified by the Lenders, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount price (the “Applicable Discount
Price”) for the applicable Discounted Prepayment, which will be the lower of (i) the lowest Acceptable Discount Price at which the Borrower can complete the Discounted Prepayment for the Discounted Prepayment Amount and (ii) if
the Lenders’ response is such that the Discounted Prepayment could not be completed for the full Discounted Prepayment Amount, 

  
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the highest Acceptable Discount Price specified by the Lenders that is within the Discount Price Range specified by the Borrower. No Lender shall have any obligation to participate in any
redemption contemplated by this Section 2.23. 
 (ii) Prepayments; Application. The Borrower shall
prepay the Term Loans (or the respective portion thereof) offered by the Lenders at the Acceptable Discount Prices specified by each such Lender that are equal to or less than the Applicable Discount Price (“Qualifying Term Loans”)
at the Applicable Discount Price; provided, that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable under this Section 2.23) would exceed the Discounted Prepayment Amount for such
Discounted Prepayment, the Borrower shall prepay such Qualifying Term Loans at the Applicable Discount Price ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the
Administrative Agent). The portion of the Term Loans prepaid by the Borrower pursuant to this Section 2.23 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so prepaid to, but not including, the date of
prepayment. The par principal amount of the Term Loans prepaid pursuant to this Section 2.23 shall be applied to reduce the remaining installments of the respective Term Loans owing to the Lenders so prepaid pro rata against all such scheduled
installments based upon the respective amounts thereof (without affecting the amount of the installment payments owing to the Lenders not prepaid pursuant to this Section 2.23). 

(b) Redemption Prepayments by InfoSpace. So long as InfoSpace is not in possession of material non-public
information in respect of any Credit Party or any Subsidiary thereof which has not been disclosed to the Administrative Agent and the Lenders prior to any Discounted Prepayment it makes, InfoSpace shall be permitted to make Discounted Prepayments
during the term of this Agreement in accordance with the mechanics of Sections 2.23(a)(i) and (a)(ii) above; provided, that the aggregate amount of Discounted Prepayments made by InfoSpace shall not exceed 10% of the outstanding aggregate
principal amount of the Term Loans as of the date of the last Discounted Prepayment made by InfoSpace. 
 (c)
Lender Consent. The Lenders hereby consent to the transactions described in this Section 2.23 and waive the requirements of any provision of this Agreement or any other Credit Document that might otherwise result in a Default or Event of
Default as a result of a Discounted Prepayment. 
 (d) Miscellaneous. Each Discounted Prepayment shall be
consummated pursuant to procedures (including, without limitation, as to timing, rounding and minimum amounts, type and Interest Periods of accepted Term Loans, conditions for terminating a Discounted Prepayment or rescinding an acceptance of
prepayment, forms of other notices (including notices of offer and acceptance) by the Borrower or InfoSpace, as applicable, and the Lenders and determination of Applicable Discount Price) established by the Administrative Agent acting in its
reasonable discretion in consultation with the Borrower or InfoSpace, as applicable. The making of a Discounted 

  
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Prepayment shall be deemed to be a representation and warranty by the Borrower or InfoSpace, as applicable, that all conditions precedent to such Discounted Prepayment set forth in this
Section 2.23 were satisfied in all respects. The par principal amount of the Term Loans prepaid pursuant to this Section 2.23 shall be deemed immediately cancelled upon payment of the applicable Discounted Prepayment. 

ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 To induce the Lenders to enter into this
Agreement and to make the Extensions of Credit herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender that: 
 Section 3.1 Financial Condition. 
 (a)
(i) The audited Consolidated financial statements of the Parent and its Subsidiaries for the fiscal years ended 2011, 2010 and 2009 together with the related Consolidated statements of income or operations, equity and cash flows for the fiscal
years ended on such dates, (ii) the unaudited Consolidated financial statements of the Parent and its Subsidiaries for the year-to-date period ending on the last day of the quarter that ended at least twenty (20) days prior to the Closing
Date, together with the related Consolidated of income or operations, equity and cash flows for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Parent and its Subsidiaries as of the last day of the quarter
that ended on January 31, 2012: 
 (A) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; 
 (B) fairly present the
financial condition of the Parent and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and

 (C) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its
Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and contingent obligations; 
 provided, that the pro forma balance sheet was prepared in good faith based on reasonable assumptions. 
 (b) The five-year projections of the Credit Parties and their Subsidiaries (prepared quarterly for the first year following the Closing Date and annually thereafter for the term of this Agreement)
delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions. 

  
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 Section 3.2 No Material Adverse Effect. 

Since April 30, 2011 (and, in addition, after delivery of annual audited financial statements in accordance with Section 5.1(a),
from the date of the most recently delivered annual audited financial statements), there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect. 

Section 3.3 Corporate Existence; Compliance with Law; Patriot Act Information. 

Each of the Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, organization or formation, (b) has the requisite power and authority and the legal right to own and operate all its property, to lease the property it operates as lessee and to conduct the business in which it is currently
engaged and has taken all actions necessary to maintain all rights, privileges, licenses and franchises necessary or required in the normal conduct of its business, (c) is duly qualified to conduct business and in good standing under the laws
of (i) the jurisdiction of its organization or formation, (ii) the jurisdiction where its chief executive office is located and (iii) each other jurisdiction where its ownership, lease or operation of property or the conduct of its
business requires such qualification except to the extent that the failure to so qualify or be in good standing in any such other jurisdiction could not, individually or in the aggregate, reasonably be expected to constitute a Material Adverse
Effect and (d) is in compliance with all Requirements of Law, organizational documents, government permits and government licenses except to the extent such non-compliance could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Set forth on Schedule 3.3 as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Section 5.2, is the following information for each Credit Party: the
exact legal name and any former legal names of such Credit Party in the four (4) months prior to the Closing Date, the state of incorporation or organization, the type of organization, the jurisdictions in which such Credit Party is qualified
to do business, the chief executive office, the principal place of business, the business phone number, the organization identification number, the federal tax identification number and ownership information (e.g. publicly held, if private or
partnership, the owners and partners of each of the Credit Parties). 
 Section 3.4 Corporate Power; Authorization;
Enforceable Obligations. 
 Each of the Credit Parties has full power and authority and the legal right to make, deliver
and perform the Credit Documents to which it is party and has taken all necessary limited liability company, partnership or corporate action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party.
Each Credit Document to which it is a party has been duly executed and delivered on behalf of each Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each Credit Party, enforceable against
such Credit Party 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). 

  
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 Section 3.5 No Legal Bar; No Default. 

The execution, delivery and performance by each Credit Party of the Credit Documents to which such Credit Party is a party, the borrowings
thereunder and the use of the proceeds of the Loans (a) will not violate any Requirement of Law or any Contractual Obligation of any Credit Party (except those as to which waivers or consents have been obtained or would not reasonably be
expected to constitute a Material Adverse Effect), (b) will not conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws, articles of organization, operating agreement or other organization
documents of the Credit Parties or any material Contractual Obligation (except as would not reasonably be expected to constitute a Material Adverse Effect) to which such Person is a party or by which any of its properties may be bound or any
material approval or material consent from any Governmental Authority relating to such Person, and (c) will not result in, or require, the creation or imposition of any Lien on any Credit Party’s properties or revenues pursuant to any
Requirement of Law or Contractual Obligation other than the Liens arising under or contemplated in connection with the Credit Documents or Permitted Liens. No Credit Party is in default under or with respect to any of its Contractual Obligations
that would reasonably be expected to constitute a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. 
 Section 3.6 No Material Litigation. 
 Both before and after
giving effect to the Acquisition, no litigation, investigation, claim, criminal prosecution, civil investigative demand, imposition of criminal or civil fines and penalties, or any other proceeding of or before any arbitrator or Governmental
Authority is pending or, to the best knowledge of the Credit Parties, threatened by or against any Credit Party or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to the Credit Documents
or any Extension of Credit or any of the Transactions, or (b) which could reasonably be expected to have a Material Adverse Effect. Both before and after giving effect to the Acquisition, no permanent injunction, temporary restraining order or
similar decree has been issued against any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 3.6 hereto is a detailed description of all litigation pending or
threatened against any Credit Party or Subsidiary as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2. 
 Section 3.7 Investment Company Act; etc. 
 No Credit Party is an
“investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Credit Party is subject to regulation under the Federal Power Act, the
Interstate Commerce Act, the Public Utility Holding Company Act of 2005 or any federal or state statute or regulation limiting its ability to incur the Credit Party Obligations. 

Section 3.8 Margin Regulations. 
 No part of the proceeds of any Extension of Credit hereunder will be used directly or indirectly for any purpose that violates, or that would require any Lender to make any filings in accordance with, the
provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. The Credit Parties and 

  
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their Subsidiaries (a) are not engaged, principally or as one of their important activities, in the business of extending credit for the purpose of “purchasing” or
“carrying” “margin stock” within the respective meanings of each of such terms under Regulation U and (b) taken as a group do not own “margin stock” except as identified in the financial statements referred to in
Section 3.1 or delivered pursuant to Section 5.1 and the aggregate value of all “margin stock” owned by the Credit Parties and their Subsidiaries taken as a group does not exceed 25% of the value of their assets. 

Section 3.9 ERISA. 
 Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period
prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Plan has occurred resulting
in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Plan (based on those assumptions used to fund such Plan) did
not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. To the Borrower’s knowledge, neither any Credit
Party nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan. 
 Section 3.10 Environmental Matters. 
 Except as could not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: 
 (a) The
facilities and properties owned, leased or operated by the Credit Parties or any of their Subsidiaries (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a
violation of, or (ii) could give rise to liability on behalf of any Credit Party under, any Environmental Law. 
 (b) The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, with all applicable
Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the
“Business”). 
 (c) Neither the Credit Parties nor their Subsidiaries have received any written
or actual notice of violation, alleged violation, non-compliance, liability or potential liability on behalf of any Credit Party with respect to environmental matters or Environmental Laws regarding any of the Properties or the Business, nor do the
Credit Parties or their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened. 

  
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 (d) Materials of Environmental Concern have not been transported or disposed
of from the Properties in violation of, or in a manner or to a location that could give rise to liability on behalf of any Credit Party under any Environmental Law, and no Materials of Environmental Concern have been generated, treated, stored or
disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability on behalf of any Credit Party under, any applicable Environmental Law. 

(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Credit Parties
and their Subsidiaries, threatened, under any Environmental Law to which any Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. 

(f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or
arising from or related to the operations of any Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability on behalf
of any Credit Party under Environmental Laws. 
 Section 3.11 Use of Proceeds. 

The proceeds of the Extensions of Credit shall be used by the Borrower solely (a) to finance in whole or in part the Acquisition,
(b) to refinance certain existing Indebtedness of the Credit Parties and their Subsidiaries, (c) to pay any costs, fees and expenses associated with this Agreement on the Closing Date, (d) to pay any costs, fees and expenses incurred
in connection with the Acquisition and (e) for working capital and other general corporate purposes of the Credit Parties and their Subsidiaries. 
 Section 3.12 Subsidiaries; Joint Ventures; Partnerships. 
 Set
forth on Schedule 3.12 is a complete and accurate list of all Subsidiaries, joint ventures and partnerships of the Credit Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with
Section 5.2. Information on the attached Schedule includes the following: (a) the number of shares of each class of Equity Interests of each Subsidiary outstanding and (b) the number and percentage of outstanding shares of each class
of Equity Interests owned by the Credit Parties and their Subsidiaries. The outstanding Equity Interests of all such Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens (other than those arising
under or contemplated in connection with the Credit Documents). There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and
directors’ qualifying shares) of any nature relating to any Equity Interests of any Credit Party or any Subsidiary thereof, except as contemplated in connection with the Credit Documents. 

  
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 Section 3.13 Ownership. 

Each of the Credit Parties and its Subsidiaries is the owner of, and has good and marketable title to or a valid leasehold interest in,
all of its respective assets, which, together with assets leased or licensed by the Credit Parties and their Subsidiaries, represents all assets in the aggregate material to the conduct of the business of the Credit Parties and their Subsidiaries,
and (after giving effect to the Transactions) none of such assets is subject to any Lien other than Permitted Liens. Each Credit Party and its Subsidiaries enjoys peaceful and undisturbed possession under all of its leases and all such leases are
valid and subsisting and in full force and effect. 
 Section 3.14 Consent; Governmental Authorizations.

 No approval, 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 connection with acceptance of Extensions of Credit by the Borrower or the making of the Guaranty hereunder or with the execution, delivery or performance of any Credit Document by the Credit Parties
(other than those which have been obtained) or with the validity or enforceability of any Credit Document against the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit
Documents). 
 Section 3.15 Taxes. 
 Each of the Credit Parties and its Subsidiaries has filed, or caused to be filed, all income tax returns and all other material tax returns (federal, state, local and foreign) required to be filed and
paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles
taxes) owing by it, except for such taxes (i) that are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. None of
the Credit Parties or their Subsidiaries is aware as of the Closing Date of any proposed tax assessments against it or any of its Subsidiaries. 
 Section 3.16 Collateral Representations. 
 (a)
Intellectual Property. Set forth on Schedule 3.16(a), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2, is a list of all registered or issued Intellectual
Property (including all applications for registration and issuance) owned by each of the Credit Parties or that each of the Credit Parties has the right to (including the name/title, current owner, registration or application number, and
registration or application date and such other information as reasonably requested by the Administrative Agent). 
 (b) Documents, Instrument, and Tangible Chattel Paper. Set forth on Schedule 3.16(b), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance
with Section 5.2, is a description of all Documents (as defined in the UCC), Instruments (as defined in the UCC), and Tangible Chattel Paper (as defined in the UCC) of the Credit Parties (including the Credit Party owning such Document,
Instrument and Tangible Chattel Paper and such other information as reasonably requested by the Administrative Agent). 

  
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 (c) Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights,
Securities Accounts and Uncertificated Investment Property. Set forth on Schedule 3.16(c), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2, is a description of
all Deposit Accounts (as defined in the UCC), Electronic Chattel Paper (as defined in the UCC), Letter-of-Credit Rights (as defined in the UCC), Securities Accounts (as defined in the UCC) and uncertificated Investment Property (as defined in the
UCC) of the Credit Parties, including the name of (i) the applicable Credit Party, (ii) in the case of a Deposit Account, the depository institution and average amount held in such Deposit Account, (iii) in the case of Electronic
Chattel Paper, the account debtor, (iv) in the case of Letter-of-Credit Rights, the issuer or nominated person, as applicable, and (v) in the case of a Securities Account or other uncertificated Investment Property, the Securities
Intermediary or issuer and the average amount held in such Securities Account, as applicable. 
 (d)
Commercial Tort Claims. Set forth on Schedule 3.16(d), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2, is a description of all Commercial Tort Claims (as
defined in the UCC) of the Credit Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the Administrative Agent). 
 (e) Pledged Equity Interests. Set forth on Schedule 3.16(e), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2, is a
list of (i) 100% (or, if less, the full amount owned by such Credit Party) of the issued and outstanding Equity Interests owned by such Credit Party of each Domestic Subsidiary, (ii) 66% (or, if less, the full amount owned by such Credit
Party) of each class of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and
outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by such Credit Party of each first-tier Foreign Subsidiary and (iii) all other Equity Interests required to be pledged to the
Administrative Agent pursuant to the Security Documents. 
 (f) Properties. Set forth on Schedule
3.16(f)(i), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2, is a list of all Mortgaged Properties (including the Credit Party owning such Mortgaged Property). Set forth
on Schedule 3.16(f)(ii) is a list of (i) each headquarter location of the Credit Parties (and an indication if such location is leased or owned), (ii) each other location where any significant administrative or governmental
functions are performed (and an indication if such location is leased or owned), (iii) each other location where the Credit Parties maintain any books or records (electronic or otherwise) (and an indication if such location is leased or owned)
and (iv) each location where any personal property Collateral is located at any premises owned or leased by a Credit Party with a Collateral value in excess of $250,000 (and an indication whether such location is leased or owned). 

  
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 Section 3.17 Solvency. 

The Credit Parties are, on a consolidated basis, solvent and are able to pay their debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of business, and the fair saleable value of the Credit Parties’ assets, measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this
Agreement. The Credit Parties, on a consolidated basis, do not have unreasonably small capital in relation to the businesses in which they are or proposes to be engaged. The Credit Parties, on a consolidated basis, have not incurred, or believe that
they will incur debts beyond their ability to pay such debts as they become due. In executing the Credit Documents and consummating the Transactions, none of the Credit Parties intends to hinder, delay or defraud either present or future creditors
or other Persons to which one or more of the Credit Parties is or will become indebted. On the Closing Date, the foregoing representations and warranties shall be made both before and after giving effect to the Transactions. 

Section 3.18 Compliance with FCPA. 
 Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the
Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any
foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the
intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1,
et seq. 
 Section 3.19 No Burdensome Restrictions. 

None of the Credit Parties or their Subsidiaries is a party to any agreement or instrument or subject to any other obligation or any
charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

Section 3.20 Brokers’ Fees. 
 None of the Credit Parties or their Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the
Transactions other than the closing and other fees payable pursuant to this Agreement and as set forth in the Fee Letter. 

Section 3.21 Labor Matters. 
 There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Credit Parties or any of their Subsidiaries as of the Closing Date and none of the Credit Parties or
their Subsidiaries (a) has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years or (b) has knowledge of any potential or 

  
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pending strike, walkout or work stoppage. No unfair labor practice complaint is pending against any Credit Party or any of its Subsidiaries. There are no strikes, walkouts, work stoppages or
other material labor difficulty pending or threatened against any Credit Party. 
 Section 3.22 Accuracy and
Completeness of Information. 
 All factual information heretofore, contemporaneously or hereafter furnished by or on
behalf of any Credit Party or any of its Subsidiaries to the Administrative Agent, the Arranger or any Lender for purposes of or in connection with this Agreement or any other Credit Document, or any Transaction, is, or when furnished, will be true
and accurate in all material respects and not incomplete by omitting to state any material fact necessary to make such information not misleading. There is no fact now known to any Credit Party or any of its Subsidiaries which, individually or in
the aggregate, has, or could reasonably be expected to have, a Material Adverse Effect, which fact has not been set forth herein, in the financial statements of the Credit Parties and their Subsidiaries furnished to the Administrative Agent and the
Lenders, or in any certificate, opinion or other written statement made or furnished by any Credit Party to the Administrative Agent and the Lenders. 
 Section 3.23 Material Contracts. 
 Schedule 3.23 sets
forth a complete and accurate list of all Material Contracts of the Credit Parties and their Subsidiaries in effect as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2. Each
Material Contract is, and after giving effect to the Transactions will be, in full force and effect in accordance with the terms thereof. The Credit Parties have delivered to the Administrative Agent a true and complete copy of each Material
Contract. 
 Section 3.24 Insurance. 
 The insurance coverage of the Credit Parties and their Subsidiaries is outlined as to carrier, policy number, expiration date, type and amount on Schedule 3.24 as of the Closing Date and as of the
last date such Schedule was required to be updated in accordance with Section 5.2 and such insurance coverage complies with the requirements set forth in Section 5.5(b). 

Section 3.25 Security Documents. 
 The Security Documents create valid and enforceable security interests in, and Liens on, the Collateral purported to be covered thereby. Except as set forth in the Security Documents, such security
interests and Liens are currently (or will be, upon (a) the filing of appropriate financing statements with the Secretary of State of the state of incorporation or organization for each Credit Party, the filing of appropriate assignments or
notices with the United States Patent and Trademark Office and the United States Copyright Office, and the recordation of the Mortgage Instruments, in each case in favor of the Administrative Agent, on behalf of the Lenders, and (b) the
Administrative Agent obtaining control or possession over those items of Collateral in which a security interest is perfected through control or possession) perfected security interests and Liens in favor of the Administrative Agent, for the benefit
of the Secured Parties, prior to all other Liens other than Permitted Liens. 

  
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 Section 3.26 Classification of Senior Indebtedness. 

The Credit Party Obligations constitute “Senior Indebtedness”, “Designated Senior Indebtedness” or any similar
designation under and as defined in any agreement governing any Subordinated Debt and the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties thereto. 

Section 3.27 Anti-Terrorism Laws. 
 Neither any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States
of America (50 U.S.C. App. §§ 1 et seq.) (the “Trading with the Enemy Act”), as amended. Neither any Credit Party nor any of its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended,
(b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act. None of the
Credit Parties (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

 Section 3.28 Compliance with OFAC Rules and Regulations. 

(a) None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of and shall not
violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time. 

(b) None of the Credit Parties or their Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a
Sanctioned Entity, (ii) has a more than 10% of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No
proceeds of any Loan will be used nor have any been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity. 

Section 3.29 Authorized Officer. 
 Set forth on Schedule 3.29 are Responsible Officers that are permitted to sign Credit Documents on behalf of the Credit Parties, holding the offices indicated next to their respective names, as of
the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2. Such Authorized Officers are the duly elected and qualified officers of such Credit Party and are duly authorized to execute and
deliver, on behalf of the respective Credit Party, the Credit Agreement, the Notes and the other Credit Documents. 

  
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 Section 3.30 Regulation H. 

No Mortgaged Property is a Flood Hazard Property unless the Administrative Agent shall have received the following: (a) the
applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (i) as to the fact that such Mortgaged Property is a Flood Hazard Property and (ii) as to whether the community in which
each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (b) copies of insurance policies or certificates of insurance of the applicable Credit Party evidencing flood insurance reasonably
satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders. 

Section 3.31 Consummation of Acquisition. 
 The Acquisition and related transactions will be consummated substantially in accordance with the terms of the Acquisition Documents as of the Closing Date. As of the Closing Date, the Acquisition
Documents have not been altered, amended or otherwise modified or supplemented in any material respect or any material condition thereof waived without the prior written consent of the Administrative Agent. Each of the representations and warranties
made in the Acquisition Documents by the Credit Parties and their Subsidiaries or, to the best knowledge of the Credit Parties, made by any third party is true and correct in all material respects. 

ARTICLE IV 

CONDITIONS PRECEDENT 
 Section 4.1 Conditions to Closing Date. 
 This Agreement shall
become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent: 

(a) Execution of Credit Agreement; Credit Documents and Lender Consents. The Administrative Agent shall have
received (i) counterparts of this Agreement, executed by a duly authorized officer of each party hereto, (ii) for the account of each Revolving Lender requesting a promissory note, a duly executed Revolving Loan Note, (iii) for the
account of each Term Loan Lender requesting a promissory note, a duly executed Term Loan Note, (iv) for the account of the Swingline Lender requesting a promissory note, the Swingline Loan Note, (v) counterparts of the Security Agreement,
the Pledge Agreement and each Mortgage Instrument, in each case conforming to the requirements of this Agreement and executed by duly authorized officers of the Credit Parties or other Person, as applicable, (vi) counterparts of any other
Credit Document, executed by the duly authorized officers of the parties thereto and (vii) executed consents, in substantially the form of Exhibit 4.1(a), from each Lender authorizing the Administrative Agent to enter this Credit
Agreement on their behalf. 

  
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 (b) Authority Documents. The Administrative Agent shall have received
the following: 
 (i) Articles of Incorporation/Charter Documents. Original certified articles of
incorporation or other charter documents, as applicable, of each Credit Party certified (A) by an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of Exhibit 4.1(b) attached hereto) as of
the Closing Date to be true and correct and in force and effect as of such date, and (B) to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its incorporation or organization, as applicable.

 (ii) Resolutions. Copies of resolutions of the board of directors or comparable managing body of each
Credit Party approving and adopting the Credit Documents, the Transactions and authorizing execution and delivery thereof, certified by an officer of such Credit Party (pursuant to an officer’s certificate in substantially the form of
Exhibit 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as of such date. 
 (iii) Bylaws/Operating Agreement. A copy of the bylaws or comparable operating agreement of each Credit Party certified by an officer of such Credit Party (pursuant to an officer’s certificate
in substantially the form of Exhibit 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as of such date. 
 (iv) Good Standing. Original certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities
of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. 

(v) Incumbency. An incumbency certificate of each Authorized Officer of each Credit Party certified by an officer
(pursuant to an officer’s certificate in substantially the form of Exhibit 4.1(b) attached hereto) to be true and correct as of the Closing Date. 
 (c) Legal Opinion of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the
Credit Parties (including the Acquired Company), dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with
respect to the due organization and valid existence of each Credit Party (including the Acquired Company), opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the
non-contravention of the Credit Parties’ (including the Acquired Company’s) organizational documents and Material Contracts). 

  
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 (d) Personal Property Collateral. The Administrative Agent shall have
received, in form and substance satisfactory to the Administrative Agent: 
 (i) (A) searches of UCC filings
in the jurisdiction of incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security
interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien and judgment searches; 

(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such
patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property; 

(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative
Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; 

(iv) stock or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent
pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; provided that the original stock certificate and undated stock power duly executed in blank naming the Parent, TaxACT Holdings, Inc., as owner of
the Borrower shall be delivered to the Administrative Agent in New York within thirty (30) days after the Closing; 
 (v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and 

(vi) to the extent required to be delivered pursuant to the terms of the Security Documents, all instruments,
documents and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral

 (e) Real Property Collateral. The Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and the Lenders: 
 (i) fully executed and notarized Mortgage
Instruments encumbering the Mortgaged Properties as to properties owned by the Credit Parties and, to the extent required by the Administrative Agent, the leasehold interest in the Mortgaged Properties as to properties that are warehouses, plants or
other real properties material to the conduct of the Credit Parties’ business and are leased by the Credit Parties; 
 (ii) a title report in respect of each of the Mortgaged Properties; 

(iii) with respect to each Mortgaged Property, a Mortgage Policy assuring the Administrative Agent that the Mortgage
Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage 

  
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lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policy shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; 

(iv) evidence as to (A) whether any Mortgaged Property is a Flood Hazard Property and (B) if any Mortgaged
Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt
of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the
National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the
Administrative Agent as loss payee on behalf of the Lenders; 
 (v) maps or plats of an as-built survey of
the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by
an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard
printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American
Congress on Surveying and Mapping in 2005, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures
and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all
roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any
encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map; 

(vi) satisfactory third-party environmental reviews of all owned Mortgaged Properties and, to the extent requested by
the Administrative Agent, all leased Mortgaged Properties, including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders; 

  
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 (vii) to the extent requested by the Administrative Agent, opinions of
counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located; 

(viii) to the extent available, zoning letters from each municipality or other Governmental Authority for each
jurisdiction in which the Mortgaged Properties are located; 
 (ix) an appraisal of each owned Mortgaged
Property, in form and substance satisfactory to the Administrative Agent; and 
 (x) to the extent requested
by the Administrative Agent, with respect to each leased Mortgaged Property, a survey certified to the Administrative Agent by a firm of surveyors reasonably satisfactory to the Administrative Agent. 

(f) Liability, Casualty and Property Insurance. The Administrative Agent shall have received copies of insurance
policies or certificates and endorsements of insurance evidencing liability, casualty and property insurance meeting the requirements set forth herein or in the Security Documents, including insurance as to hazards, errors and omissions and director
and officer liability. The Administrative Agent shall be named (i) as lenders’ loss payee or mortgagee, as its interest may appear, with respect to any such insurance providing coverage in respect of any Collateral and (ii) as
additional insured, as its interest may appear, with respect to any such insurance providing liability coverage, and the Credit Parties will use their commercially reasonable efforts to have each provider of any such insurance agree, by endorsement
upon the policy or policies issued by it or by independent instruments to be furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be
altered or cancelled. 
 (g) Solvency Certificate. The Administrative Agent shall have received an
officer’s certificate prepared by the chief financial officer or other Authorized Officer approved by the Administrative Agent of the Parent as to the financial condition, solvency and related matters of the Credit Parties and their
Subsidiaries, after giving effect to the Transactions and the initial borrowings under the Credit Documents, in substantially the form of Exhibit 4.1(g) hereto. 

(h) Account Designation Notice. The Administrative Agent shall have received the executed Account Designation
Notice in the form of Exhibit 1.1(a) hereto. 
 (i) Notice of Borrowing. The Administrative
Agent shall have received a Notice of Borrowing with respect to the Loans to be made on the Closing Date. 
 (j)
Consents. The Administrative Agent shall have received evidence that all boards of directors (including, without limitation, the board of directors of the Acquired Company), governmental, shareholder and material third party consents
(including, without limitation, Hart-Scott-Rodino clearance) and approvals necessary in connection with the Transactions have been obtained and all applicable waiting periods have expired without any action being taken by any authority that could
restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the foregoing. 

  
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 (k) Compliance with Laws. The financings and other Transactions
contemplated hereby shall be in compliance with all applicable laws and regulations (including all applicable securities and banking laws, rules and regulations). 

(l) Bankruptcy. There shall be no bankruptcy or insolvency proceedings pending with respect to any Credit Party or
any Subsidiary thereof. 
 (m) Existing Indebtedness of the Credit Parties and InfoSpace. All of the
existing Indebtedness for borrowed money of the Credit Parties and their Subsidiaries (including the Acquired Company and other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full and all security interests
related thereto shall be terminated on or prior to the Closing Date. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that all credit facilities to which InfoSpace or its Affiliates are a
party have been amended, in form and substance reasonably satisfactory to the Administrative Agent, such that (i) there exists no conflict between any such credit facility and the Transactions contemplated hereby and (ii) neither the
Parent nor any of its Subsidiaries act as guarantors under such credit facilities. 
 (n) [Reserved].

 (o) Business Plan. The Administrative Agent shall have received, in form and substance satisfactory to
it and at least five (5) Business Days prior to the Closing Date, a business plan with respect to the Offsite Project, including a timeline for completion of the Offsite Project and anticipated costs and expenses of such project;
provided, however, that if such delivered business plan is not satisfactory to the Administrative Agent, the Borrower may provide (i) evidence of business interruption insurance in an amount and with an underwriter reasonably
satisfactory to the Administrative Agent or (ii) a guaranty or indemnity agreement from InfoSpace to the Administrative Agent and the Lenders with respect to all liabilities resulting from the Offsite Project, in each case reasonably
satisfactory to the Administrative Agent. 
 (p) No Company Material Adverse Effect. Since April 30,
2011, there shall have been no Company Material Adverse Effect. 
 (q) Financial Condition Certificate.
The Administrative Agent shall have received a certificate or certificates executed by an Authorized Officer of the Borrower as of the Closing Date, substantially in the form of Exhibit 4.1(p) stating that (i) there does not exist any
pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority (A) affecting this Agreement or the other Credit Documents or that purports to affect any Credit Party or any of
its Subsidiaries, or any Transaction, which action, suit, investigation, litigation or proceeding, in each case, could reasonably be expected to have a Company Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or
terminated 

  
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prior to the Closing Date, (ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no
Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents are true and correct, and (C) the Credit Parties are in pro forma compliance with each of the initial financial
covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate) as of December 31, 2011 and (iii) each of the other conditions precedent in Section 4.1
have been satisfied, except to the extent the satisfaction of any such condition is subject to the judgment or discretion of the Administrative Agent or any Lender. 

(r) Material Contracts. The Administrative Agent shall have received true and complete copies, certified by an
officer of the Borrower as true and complete, of all Material Contracts, together with all exhibits and schedules. 
 (s) Acquisition Documents. The Administrative Agent shall have reviewed and approved in its reasonable discretion all of the Acquisition Documents and there shall not have been any material
modification, amendment, supplement or waiver to the Acquisition Documents without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), and the Acquisition shall have been consummated in accordance
with the terms of the Acquisition Documents (without waiver of any conditions precedent to the obligations of any party thereto). The Administrative Agent shall have received a copy, certified by an officer of the Borrower as true and complete, of
each Acquisition Document as originally executed and delivered, together with all exhibits and schedules thereto. 
 (t) Consolidated EBITDA and Total Leverage Ratio. The Administrative Agent shall have received evidence that (i) Consolidated EBITDA is no less than $36,000,000 and (ii) the Total
Leverage Ratio of the Credit Parties and their Subsidiaries is less than 3.00 to 1.0, in each case, calculated on a Pro Forma Basis after giving effect to the Transactions, for the twelve-month period ending December 31, 2011, such calculations
to be reasonably satisfactory to the Administrative Agent; provided, however, the Consolidated EBITDA shall be calculated in a manner consistent with a report prepared by Deloitte dated January 2, 2012 entitled “Project
Franklin Draft Due Diligence Findings.” 
 (u) Amendments to Republic Bank Agreement. The
Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it and at least four (4) Business Days prior to the Closing Date, that the Marketing and Service Agreement between the Borrower and Republic
Bank & Trust Co. dated as of June 30, 2011 has been modified, amended or supplemented such that, after giving effect to the Transactions, no Change of Control is triggered under such agreement and such agreement shall remain in full
force and effect. No other vendor agreement to which any Credit Party is a party thereto needs to be modified, amended or supplemented such that, after giving effect to the Transactions, no Change of Control is triggered under such agreement and
such agreement shall remain in full force and effect. 

  
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 (v) Patriot Act Information. The Administrative Agent shall have
received at least five (5) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under the “know your customer” and anti-money laundering rules and regulations, including
the Patriot Act. 
 (w) Common Equity Investment. Prior to or concurrently with the initial borrowings
hereunder, the Parent shall have received the proceeds of a common equity investment by InfoSpace and certain of its affiliates and other equity investors (the “InfoSpace Equity”) in an amount equal to not less than $186,500,000, on
terms and conditions reasonably satisfactory to the Administrative Agent. 
 (x) Fees and Expenses. The
Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to the Fee Letter and Section 2.5. 
 (y) Additional Matters. All other documents and legal matters in connection with the Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

 Without limiting the generality of the provisions of Section 8.4, for purposes of determining compliance with the
conditions specified in this Section 4.1, each Lender that has signed this Agreement or a Lender Consent shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

Section 4.2 Conditions to All Extensions of Credit. 

The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions
precedent on the date of making such Extension of Credit: 
 (a) Representations and Warranties. The
representations and warranties made by the Credit Parties herein, in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection herewith shall (i) with respect to representations and
warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and
as of the date of such Extension of Credit as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date. 

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such
date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement. 

  
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 (c) Compliance with Commitments. Immediately after giving effect to
the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC
Obligations shall not exceed the Revolving Committed Amount then in effect, (ii) the outstanding LOC Obligations shall not exceed the LOC Committed Amount, and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed
Amount. 
 (d) Additional Conditions to Revolving Loans. If a Revolving Loan is requested, all conditions
set forth in Section 2.1 shall have been satisfied. 
 (e) Additional Conditions to Letters of
Credit. If the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.3 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the Issuing Lender has
entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender’s LOC Obligations. 

(f) Additional Conditions to Swingline Loans. If a Swingline Loan is requested, (i) all conditions set forth
in Section 2.4 shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the
Swingline Lender’s risk with respect to such Defaulting Lender’s in respect of its Swingline Commitment. 
 (g) Incremental Facility. If an Incremental Facility is requested, all conditions set forth in Section 2.22 shall have been satisfied. 

Each request for an Extension of Credit and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute
representations and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs (a) through (g), as applicable, have been satisfied. 

ARTICLE V 

AFFIRMATIVE COVENANTS 
 Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect, (b) until the Commitments have terminated, and
(c) the Credit Party Obligations and all other amounts owing to the Administrative Agent or any Lender hereunder are paid in full in cash, such Credit Party shall, and shall cause each of their Subsidiaries, to: 

Section 5.1 Financial Statements. 
 Furnish to the Administrative Agent (for distribution to each Lender): 
 (a) Annual Financial Statements. As soon as available and in any event no later than ninety (90) days (or with respect to the fiscal year ending April 30, 2012, one hundred twenty
(120) days) after the end of each fiscal year of the Borrower, a copy of the Consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and the related Consolidated statements of income and retained earnings
and of cash flows of the Parent and its Subsidiaries for such year, which shall be audited by a firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent, setting forth in
each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent
certified public accountants to certify such financial statements without such qualification; 

  
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 (b) Quarterly Financial Statements. As soon as available and in any
event no later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Borrower, a copy of the Consolidated balance sheet of the Parent and its Subsidiaries as of the end of such period and related
Consolidated statements of income and retained earnings and of cash flows for the Parent and its Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form
Consolidated figures for the corresponding period or periods of the preceding fiscal year (subject to normal recurring year-end audit adjustments) and including management discussion and analysis of operating results inclusive of operating metrics
in comparative form; and 
 (c) Annual Operating Budget and Cash Flow. (i) For so long as the
Borrower’s fiscal year ends on April 30, on July 31 of such fiscal year and (ii) thereafter, on December 15 for each fiscal year, a copy of the detailed annual operating budget or plan including a balance sheet and cash flow
projections of the Parent and its Subsidiaries for the next four fiscal quarter period prepared on a monthly basis, in form and detail reasonably acceptable to the Administrative Agent and the Lenders, together with a summary of the material
assumptions made in the preparation of such annual budget or plan; 
 all such financial statements shall be complete and correct in all
material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with
subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a
change, if any, in GAAP as provided in Section 1.3(b). 
 Notwithstanding the foregoing, financial statements and reports
required to be delivered pursuant to the foregoing provisions of this Section may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Administrative Agent receives such reports from the Borrower
through electronic mail; provided that, upon the Administrative Agent’s request, the Borrower shall provide paper copies of any documents required hereby to the Administrative Agent. 

  
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 Section 5.2 Certificates; Other Information. 

Furnish to the Administrative Agent (for distribution to each Lender): 

(a) [Reserved]. 
 (b) Officer’s Certificate. Concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, a certificate of an Authorized Officer substantially in
the form of Exhibit 5.2(b) stating that (i) such financial statements present fairly the financial position of the Credit Parties and their Subsidiaries for the periods indicated in conformity with GAAP applied on a consistent basis,
(ii) each of the Credit Parties during such period observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement to be observed, performed or satisfied by it, and (iii) such
Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as
of the last day of such period. 
 (c) Updated Schedules. Concurrently with or prior to the delivery
of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, (i) an updated copy of Schedule 3.3 and Schedule 3.12 if the Credit Parties or any of their Subsidiaries has formed or acquired a new Subsidiary since
the Closing Date or since such Schedule was last updated, as applicable, (ii) an updated copy of Schedule 3.6 to the extent any litigation has been threatened, filed or otherwise become pending since the Closing Date or since such
Schedule was last updated, as applicable, (iii) an updated copy of Schedule 3.16(a) if the Credit Parties have registered, applied for registration of, acquired or otherwise obtained ownership of any new Intellectual Property since the
Closing Date or since such Schedule was last updated, as applicable, (iv) an updated copy of Schedule 3.16(b) if the Credit Parties have obtained any Documents (as defined in the UCC), Instruments (as defined in the UCC) or Tangible
Chattel Paper (as defined in the UCC) since the Closing Date or since such Schedule was last updated, as applicable, (v) an updated copy of Schedule 3.16(c) if the Credit Parties maintain any Deposit Accounts (as defined in the UCC),
Electronic Chattel Paper (as defined in the UCC), Letter-of-Credit Rights (as defined in the UCC), Securities Accounts (as defined in the UCC) or uncertificated Investment Property (as defined in the UCC) to the extent not otherwise set forth on
such Schedule as of the Closing Date or since such Schedule was last updated, as applicable, (vi) an updated copy of Schedule 3.16(d) if the Credit Parties have any Commercial Tort Claims not otherwise set forth on such Schedule as of
the Closing Date or since such Schedule was last updated, as applicable, (vii) an updated copy of Schedule 3.16(e) to the extent required to be updated to make the representation in Section 3.16(e) true and correct, (viii) an
updated copy of Schedule 3.16(f)(i) to the extent any Credit Party is obligated to provide a mortgage or deed of trust on any Property in accordance with Section 5.12, (ix) an updated copy of Schedule 3.16(f)(ii) to the
extent any Credit Party has a (1) headquarter location, (2) location where any significant administrative or governmental functions are performed, (3) location where any Credit Party maintains books or records and (4) location
where any personal property Collateral is located at any premises owned or leased by a Credit Party with a Collateral 

  
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value in excess of $250,000 (and an indication whether such location is leased or owned), to the extent not otherwise set forth on such Schedule as of the Closing Date or since such Schedule was
last updated, as applicable, (x) an updated copy of Schedule 3.23 if any new Material Contract has been entered into since the Closing Date or since such Schedule was last updated, as applicable, together with a copy of each new Material
Contract and (xi) an updated copy of Schedule 3.24 if the Credit Parties or any of their Subsidiaries has altered or acquired any insurance policies since the Closing Date or since such Schedule was last updated. 

(d) [Reserved]. 
 (e) Reports; SEC Filings; Regulatory Reports; Press Releases; Etc. Promptly upon their becoming available, (i) copies of all reports and all registration statements and prospectuses, if any,
which any Credit Party may make to, or file with, the SEC (or any successor or analogous Governmental Authority) or any securities exchange or other private regulatory authority, (ii) all material regulatory reports and (iii) all press
releases and other statements made available by any of the Credit Parties to the public concerning material developments in the business of any of the Credit Parties. 

(f) Calculations. Within ninety (90) days after the end of each fiscal year of the Borrower, a certificate
containing information including a calculation of Excess Cash Flow and the amount of all Restricted Payments, Investments (including Permitted Acquisitions), Asset Dispositions, Capital Expenditures and Debt Issuances that were made during the prior
fiscal year and amounts received in connection with any Extraordinary Receipt during the prior fiscal year. 

(g) [Reserved]. 
 (h) Changes in Corporate Structure. Within ten days prior to any merger, consolidation, dissolution or other material change in corporate structure of any Credit Party or any of its subsidiaries
permitted pursuant to the terms hereof, provide notice of such change in corporate structure to the Administrative Agent. 
 (i) General Information. Promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender, may from time to time reasonably request. 

Section 5.3 Payment of Taxes and Other Obligations. 

Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, subject, where applicable,
to specified grace periods, (a) all of its taxes (Federal, state, local and any other taxes) and (b) all of its other material obligations and liabilities of whatever nature in accordance with industry practice and (c) any additional
material costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such taxes, obligations and liabilities, except when the amount or validity of any such taxes, obligations and liabilities is currently being
contested in good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Credit Parties. 

  
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 Section 5.4 Conduct of Business and Maintenance of Existence. 

Except as expressly permitted under Section 6.4, continue to engage in business of the same general type as now conducted by it on
the Closing Date and preserve, renew and keep in full force and effect its corporate or other formative existence and good standing, take all reasonable action to maintain all material rights, privileges and franchises necessary in the normal
conduct of its business and to maintain its goodwill and comply with all Contractual Obligations and Requirements of Law. 

Section 5.5 Maintenance of Property; Insurance. 

(a) Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and
tear and obsolescence excepted). 
 (b) Maintain with financially sound and reputable insurance companies
liability, casualty and property insurance (including, without limitation, insurance with respect to its tangible Collateral, hazards, errors and omissions and director and officer liability but excluding business interruption insurance) in at least
such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Administrative Agent, upon the request of the Administrative Agent, full
information as to the insurance carried. The Administrative Agent shall be named (i) as lenders’ loss payee, as its interest may appear with respect to any property insurance, and (ii) as additional insured, as its interest may
appear, with respect to any such liability insurance, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments to be furnished to the Administrative Agent, that it
will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be canceled. 
 (c) In case of any material loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party shall promptly give written notice thereof to the Administrative
Agent generally describing the nature and extent of such damage or destruction. In case of any such material loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, if required by the Administrative Agent or the
Required Lenders, such Credit Party (whether or not the insurance proceeds, if any, received on account of such damage or destruction shall be sufficient for that purpose), at such Credit Party’s cost and expense, will promptly repair or
replace the Collateral of such Credit Party so lost, damaged or destroyed. 
 Section 5.6 Maintenance of Books and
Records. 
 Keep proper books, records and accounts in which full, true and correct entries in conformity with GAAP and
all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities. 

  
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 Section 5.7 Notices. 

Give notice in writing to the Administrative Agent (which shall promptly transmit such notice to each Lender): 

(a) promptly, but in any event within two (2) Business Days after any Credit Party knows thereof, the occurrence of
any Default or Event of Default; 
 (b) promptly, any default or event of default under any Contractual
Obligation of any Credit Party or any of its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or involve a monetary claim in excess of $2,000,000; 

(c) promptly, any litigation, or any investigation or proceeding known or threatened to any Credit Party
(i) affecting any Credit Party or any of its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or involve a monetary claim in excess of $2,000,000 or involving injunctions or
requesting injunctive relief by or against any Credit Party or any Subsidiary of any Credit Party, (ii) affecting or with respect to this Agreement, any other Credit Document or any security interest or Lien created thereunder,
(iii) involving an environmental claim or potential liability under Environmental Laws which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iv) by any Governmental Authority relating
to any Credit Party or any Subsidiary thereof and alleging fraud, deception or willful misconduct by such Person; 
 (d) of any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party which could reasonably be expected to have a Material Adverse Effect;

 (e) of any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or
threatened against any Credit Party other than Permitted Liens; 
 (f) as soon as possible and in any event
within thirty (30) days after any Credit Party knows or has reason to know thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the
creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any
other action by the PBGC or any Credit Party, any Commonly Controlled Entity or any Multiemployer Plan, with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan; 

(g) promptly, any notice of any violation received by any Credit Party from any Governmental Authority which could
reasonably be expected to have a Material Adverse Effect, including, without limitation, any notice of violation of Environmental Laws; and 
 (h) promptly, any other development or event which could reasonably be expected to have a Material Adverse Effect. 

  
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 Each notice pursuant to this Section shall be accompanied by a statement of an Authorized Officer setting
forth details of the occurrence referred to therein and stating what action the Credit Parties propose to take with respect thereto. In the case of any notice of a Default or Event of Default, the Borrower shall specify that such notice is a Default
or Event of Default notice on the face thereof. 
 Section 5.8 Environmental Laws. 

(a) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse
Effect, comply with, and ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply with and maintain, any
and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws; 

(b) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse
Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities
regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings; and 
 (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors and affiliates, from and against any and all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the Credit Parties or any of their Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation,
reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence, willful misconduct or
material breach of contract of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Credit Party Obligations and all other amounts payable hereunder and termination of the Commitments and the
Credit Documents. 
 Section 5.9 Financial Covenants. 

Comply with the following financial covenants: 
 (a) Total Leverage Ratio. The Total Leverage Ratio, calculated as of the last day of each fiscal quarter occurring during the periods set forth below or as of any other date on a Pro Forma Basis,
shall be less than or equal to the following: 
  

			
	 Period
	  	Ratio
	 Closing Date through and including July 31, 2012
	  	3.25 to 1.00
	 August 1, 2012 through and including April 30, 2013
	  	3.00 to 1.00
	 May 1, 2013 through and including January 31, 2014
	  	2.75 to 1.00
	 February 1, 2014 through and including July 31, 2014
	  	2.50 to 1.00
	 August 1, 2014 through and including April 30, 2015
	  	2.25 to 1.00
	 May 1, 2015 and thereafter
	  	2.00 to 1.00


  
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 (b) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio,
calculated as of the last day of each fiscal quarter occurring during the periods set forth below or as of any other date on a Pro Forma Basis, shall be greater than or equal to the following: 

 

			
	 Period
	  	Ratio
	 Closing Date through and including April 30, 2015
	  	1.75 to 1.00
	 May 1, 2015 and thereafter
	  	1.60 to 1.00

 (c) Maximum Consolidated Capital Expenditures. Consolidated Capital Expenditures
of the Borrower made during the periods set forth below, shall be less than or equal to the amounts set forth below: 
  

					
	 Period
	  	Amount	 
	 Closing Date through April 30, 2012
	  	$	500,000	  
	 Fiscal Year ending April 30, 2013
	  	$	2,000,000	  
	 Fiscal Year ending April 30, 2014
	  	$	2,000,000	  
	 Fiscal Year ending April 30, 2015
	  	$	2,000,000	  
	 Fiscal Year ending April 30, 2016
	  	$	2,000,000	  
	 May 1, 2016 through the Maturity Date
	  	$	1,500,000	  

 plus the unused amount available for Consolidated Capital Expenditures under this
Section 5.9(c) for the immediately preceding period (excluding any carry forward available from any prior period); provided, that with respect to any period, capital expenditures made during any such period shall be deemed to be made
first with respect to the applicable limitation for such period and then with respect to any carry forward amount to the extent applicable; provided, further, that Consolidated Capital Expenditures in an additional amount not to exceed
$3,500,000 may be made during the term of this Agreement so long as such expenditures are used solely in relation to the completion of the Offsite Project. 
 (d) Equity Cure. In the event the Credit Parties fail to comply with any financial covenant set forth in this Section 5.9 as of the last day of any fiscal quarter, any cash equity contribution
to the Parent (funded with proceeds of common equity issued by Parent or other equity issued by Parent and having terms reasonably acceptable to the Administrative Agent, in each case contributed by the Parent to the Borrower) after the last day of
such fiscal quarter and on or prior to the day that is ten (10) days after the day 

  
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on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely
for the purposes of determining compliance with such covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a
“Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be irrevocable and delivered no later than the day on which financial statements are
required to be delivered for the applicable fiscal quarter, (b) in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made and those shall not be
consecutive fiscal quarter periods, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such covenants, (d) all Specified Equity Contributions
will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) there shall be no more than two
(2) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans but in no event
shall be double counted for purposes of financial covenant calculation, (g) the amount of any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such
covenants for the current fiscal quarter and the next three (3) fiscal quarter thereafter and (h) the amount of each Specified Equity Contribution shall not exceed $5,000,000 and the aggregate amount of all Specified Equity Contributions
shall not exceed $10,000,000. 
 Section 5.10 Additional Guarantors. 

The Credit Parties will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing to promptly
(and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a
Joinder Agreement. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its
Domestic Subsidiaries and 66% (or such higher percentage that would not result in material adverse tax consequences for such new Guarantor) of the voting Equity Interests and 100% of the non-voting Equity Interests of its first-tier Foreign
Subsidiaries. In connection with the foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)
– (f), (j) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request. 

Section 5.11 Compliance with Law. 
 Comply with all Requirements of Law and orders (including Environmental Laws, ERISA and the Patriot Act), and all applicable restrictions imposed by all Governmental


  
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Authorities, applicable to it and the Collateral if noncompliance with any such Requirements of Law, order or restriction could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. 
 Section 5.12 Pledged Assets. 

(a) Equity Interests. Each Credit Party will cause 100% of the Equity Interests in each of its direct or indirect
Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 66% (to the extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any
Guarantor) of the voting Equity Interests and 100% of the non-voting Equity Interests of its first-tier Foreign Subsidiaries, in each case to the extent owned by such Credit Party, to be subject at all times to a first priority, perfected Lien in
favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. 

(b) Personal Property. Subject to the terms of subsection (c) below, each Credit Party will cause all of its
tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent for the benefit of the
Secured Parties to secure the Credit Party Obligations pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, and shall cause
each of its Subsidiaries to, adhere to the covenants set forth in the Security Documents. 
 (c) Real
Property. To the extent otherwise permitted hereunder, if any Credit Party intends to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in
excess of $500,000, it shall use commercially reasonable efforts (the requirement to use such commercially reasonable efforts to include, to the extent applicable, the period in which the applicable Credit Party is negotiating any lease with a
prospective landlord) to provide to the Administrative Agent within sixty (60) days of such acquisition (or such extended period of time as agreed to by the Administrative Agent) such security documentation as the Administrative Agent may
request to cause such fee or leasehold ownership interest in Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent and such other documentation as
the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, title reports, title insurance policies, surveys, appraisals, zoning letters, environmental reports and opinions of counsel, all in form
and substance reasonably satisfactory to the Administrative Agent. 
 (d) Leases and other Agreements.
Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. 

  
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 Section 5.13 Hedging Agreements. 

Within 90 days following the Closing Date, cause at least 50% of the aggregate Term Loan then outstanding to be hedged pursuant to Hedging
Agreements with a counterparty and on terms acceptable to the Administrative Agent; provided that at least (a) 20% of the aggregate Term Loan then outstanding shall be hedged pursuant to Hedging Agreements for at least thirty
(30) months and (b) 30% of the aggregate Term Loan then outstanding shall be hedged pursuant to Hedging Agreements for at least eighteen (18) months. 
 Section 5.14 Landlord Waivers. 
 In the case of (a) each
headquarter location of the Credit Parties, each other location where any significant administrative or governmental functions are performed and each other location where the Credit Parties maintain any books or records (electronic or otherwise),
(b) the Offsite Project and (c) any personal property Collateral located at any other premises leased by a Credit Party containing personal property Collateral with a value in excess of $100,000, the Credit Parties will provide the
Administrative Agent, within ninety (90) days of request by the Administrative Agent, with such estoppel letters, consents and waivers from the landlords on such real property to the extent the Credit Parties are able to secure such letters,
consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in the form of
Exhibit 4.1(d) is satisfactory to the Administrative Agent). 
 Section 5.15 Further Assurances and
Post-Closing Covenants. 
 (a) Public/Private Designation. The Credit Parties will cooperate with
the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Credit Parties to the Administrative Agent and Lenders (collectively, “Information Materials”) and
will designate Information Materials (i) that are either available to the public or not material with respect to the Credit Parties and their Subsidiaries or any of their respective securities for purposes of United States federal and state
securities laws, as “Public Information” and (ii) that are not Public Information as “Private Information”. 
 (b) Additional Information. The Credit Parties shall provide such information regarding the operations, business affairs and financial condition of the Credit Parties and their Subsidiaries as the
Administrative Agent or any Lender may reasonably request. 
 (c) Visits and Inspections. The Credit
Parties shall permit representatives of the Administrative Agent or any Lender, from time to time upon prior reasonable notice and at such times during normal business hours, to visit and inspect its properties (including the Collateral); inspect,
audit and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets,
liabilities, financial condition, results of operations and business prospects. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at any time without advance
notice. 

  
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 (d) Further Assurances. Upon the reasonable request of the
Administrative Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents for filing under the provisions of the UCC or any other Requirement of Law which are necessary or advisable to
maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Credit Parties under, the Credit Documents and
all applicable Requirements of Law. 
 (e) Completion of Offsite Project. No later than December 1,
2012, cause the completion of the Offsite Project, including all applicable site testing, and provide evidence to the Administrative Agent, in form and substance reasonably satisfactory to it, that the new location is fully operational in all
aspects as a redundant data center. 
 (f) Account Control Agreements. Within one hundred twenty
(120) days following the Closing Date, cause any checking, savings or other account (including any securities account) of either Credit Party to be held at a Lender and subject to a Deposit Account Control Agreement or a Securities Account
Control Agreement, as applicable. 
 ARTICLE VI 
 NEGATIVE COVENANTS 
 Each of the Credit Parties hereby covenants and agrees
that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect, (b) until the Commitments have terminated, (c) the Credit Party Obligations and all other amounts owing to the Administrative Agent or any Lender
hereunder are paid in full in cash, that: 
 Section 6.1 Indebtedness. 

No Credit Party will, nor will it permit any Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness, except:

 (a) Indebtedness arising or existing under this Agreement and the other Credit Documents; 

(b) Indebtedness of the Credit Parties and their Subsidiaries existing as of the Closing Date as referred to in the
financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b) hereto) and any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such
renewal, refinancing or extension and the terms of any such renewal, refinancing or extension are not materially less favorable to the obligor thereunder; 
 (c) Indebtedness of the Credit Parties and their Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or
cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price and the cost of delivery and installation or cost of construction of such asset; (ii) no such Indebtedness shall
be renewed, refinanced or extended for a principal amount in excess of the principal balance 

  
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outstanding thereon at the time of such renewal, refinancing or extension; and (iii) the total amount of all such Indebtedness shall not exceed $2,000,000 at any time outstanding;

 (d) Unsecured intercompany Indebtedness among the Credit Parties; 

(e) Indebtedness and obligations owing under (i) Hedging Agreements and (ii) other Bank Products entered into in
order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; 
 (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of a Credit Party in a transaction permitted hereunder in an aggregate principal amount not to exceed $2,000,000 for all
such Persons; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of a Credit Party; 

(g) Guaranty Obligations in respect of Indebtedness of a Credit Party to the extent such Indebtedness is permitted to
exist or be incurred pursuant to this Section; and 
 (h) other unsecured and/or subordinated Indebtedness of
Credit Parties; provided that (i) after giving pro forma effect to the incurrence of such Indebtedness, the Total Leverage Ratio shall be at least 0.25 to 1.0 less than the then applicable level of the financial covenant set forth in
Section 5.9 and (ii) the proceeds of such Indebtedness are used to finance a Permitted Acquisition. 

Section 6.2 Liens. 
 The Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or permit to exist any Lien with respect to any of their respective property or assets of any kind
(whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): 
 (a) Liens created by or otherwise existing under or in connection with this Agreement or the other Credit Documents in favor of the Administrative Agent on behalf of the Secured Parties; 

(b) Liens in favor of a Bank Product Provider in connection with a Bank Product; provided that such Liens shall
secure the Credit Party Obligations on a pari passu basis; 
 (c) Liens securing purchase money Indebtedness and
Capital Lease Obligations (and refinancings thereof) to the extent permitted under Section 6.1(c); provided, that (i) any such Lien attaches to such property concurrently with or within thirty (30) days after the acquisition
thereof and (ii) such Lien attaches solely to the property so acquired in such transaction and the proceeds thereof; 

  
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 (d) Liens for taxes, assessments, charges or other governmental levies not
yet due or as to which the period of grace (not to exceed sixty (60) days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect
thereto are maintained on the books of any Credit Party or its Subsidiaries, as the case may be, in conformity with GAAP; 
 (e) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlord’s, repairmen’s or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings; provided that a reserve or other appropriate provision shall have been made therefor and the aggregate
amount of such Liens is less than $500,000; 
 (f) pledges or deposits in connection with workers’
compensation, unemployment insurance and other social security legislation (other than any Lien imposed by ERISA) and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in an aggregate amount not to
exceed $500,000; 
 (g) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(h) easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate,
are not substantial in amount, and which do not in any case materially detract from the value to the Credit Party of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(i) Liens existing on the Closing Date and set forth on Schedule 1.1(b); provided that (i) no such Lien
shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and improvements thereon and (ii) the principal amount of the Indebtedness secured by such Lien shall not be
extended, renewed, refunded or refinanced; 
 (j) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien referred to in this Section (other than Liens set forth on Schedule 1.1(b)); provided that such extension, renewal or replacement Lien shall be limited to all or a
part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property); 
 (k) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies
covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary; 

  
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 (l) any zoning, building or similar laws or rights reserved to or vested in
any Governmental Authority; 
 (m) restrictions on transfers of securities imposed by applicable Securities Laws;

 (n) Liens arising out of judgments or awards not resulting in an Event of Default; provided that the
applicable Credit Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; 

(o) Liens on the property of a Person existing at the time such Person becomes a Subsidiary of a Credit Party in a
transaction permitted hereunder securing Indebtedness in an aggregate principal amount not to exceed $2,000,000 for all such Persons; provided, however, that any such Lien may not extend to any other property of any Credit Party or any
other Subsidiary that is not a Subsidiary of such Person; provided, further, that any such Lien was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a
Subsidiary of a Credit Party; 
 (p) any interest or title of a lessor, licensor or sublessor under any lease,
license or sublease entered into by any Credit Party or any Subsidiary thereof in the ordinary course of its business and covering only the assets so leased, licensed or subleased; 

(q) Liens in favor of the Administrative Agent, Issuing Lender and/or Swingline Lender to Cash Collateralize or otherwise
secure the obligations of a Defaulting Lender to fund risk participations hereunder; 
 (r) assignments of
insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens or rights reserved in any lease for rent or for compliance with the terms of such lease; and 

(s) additional Liens so long as the principal amount of Indebtedness and other obligations secured thereby does not exceed
$2,000,000 in the aggregate. 
 Notwithstanding the foregoing, if a Credit Party shall grant a Lien on any of its assets in
violation of this Section, then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such assets in favor of the Administrative Agent for the ratable benefit of the Secured Parties, to the extent such Lien has not
already been granted to the Administrative Agent. 
 Section 6.3 Nature of Business. 

No Credit Party will, nor will it permit any Subsidiary to, alter the character of its business in any material respect from that
conducted as of the Closing Date or any business reasonably related or ancillary thereto or that is a logical extension thereof. 

  
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 Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc.

 The Credit Parties will not, nor will they permit any Subsidiary to, 

(a) dissolve, liquidate or wind up its affairs, or sell, transfer, lease or otherwise dispose of its property or assets
(each a “Disposition”) or agree to do so at a future time, except the following, without duplication, shall be expressly permitted: 
 (i) (A) the sale, transfer, license, lease or other disposition of inventory and materials in the ordinary course of business and (B) the conversion of cash into Cash Equivalents and Cash
Equivalents into cash; 
 (ii) the sale, transfer or other disposition of property or assets to an unrelated
party not in the ordinary course of business where and to the extent that they are the result of a Recovery Event to the extent Net Cash Proceeds from such Recovery Event are reinvested or used to make mandatory prepayments pursuant to
Section 2.7(b)(vi); 
 (iii) the sale, lease, transfer or other disposition of machinery, parts, equipment
or other assets no longer used or useful in the conduct of the business of the Credit Parties or any of their Subsidiaries; 
 (iv) the sale, lease or transfer of property or assets from one Credit Party to another Credit Party or dissolution of any Credit Party (other than the Borrower) to the extent any and all assets of such
Credit Party are distributed to another Credit Party; 
 (v) the termination of any Hedging Agreement; and

 (vi) the sale, lease or transfer of property or assets not to exceed (A) $2,500,000 in the aggregate in
any fiscal year and (B) $5,000,000 in the aggregate during the term of this Agreement; 
 provided
that (A) with respect to clauses (ii), (iii) and (vi) above, at least 75% of the consideration received therefor by the Credit Parties or any such Subsidiary shall be in the form of cash or Cash Equivalents, (B) after giving
effect to any Disposition pursuant to clause (vi) above, the Credit Parties shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.9 hereof, recalculated for the most recently ended fiscal quarter
for which information is available, (C) with respect to clauses (iv), (v) and (vi) above, no Default or Event of Default shall exist or shall result therefrom and (D) any Disposition pursuant to clauses (i), (iii) and
(vi) shall be for fair market value; provided, further, that with respect to sales of assets permitted hereunder only, the Administrative Agent shall be entitled and shall, without the consent of any Lender, release its Liens
relating to the particular assets sold; or 
 (b) enter into any transaction of merger or consolidation, except
for (i) Investments or acquisitions permitted pursuant to Section 6.5 so long as the Credit Party subject to such merger or consolidation is the surviving entity or the acquired Person becomes a Credit Party, (ii) (A) the merger
or consolidation of a Subsidiary that is not a Credit Party with and into a Credit Party; provided that such Credit Party will be the 

  
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surviving entity and (B) the merger or consolidation of a Credit Party with and into another Credit Party; provided that if the Borrower is a party thereto, the Borrower will be the
surviving corporation, and (iii) the merger or consolidation of a Subsidiary that is not a Credit Party with and into another Subsidiary that is not a Credit Party. 
 Section 6.5 Advances, Investments and Loans. 
 The Credit
Parties will not, nor will they permit any Subsidiary to, make any Investment or contract to make any Investment except for the following (the “Permitted Investments”): 

(a) cash and Cash Equivalents; 
 (b) Investments existing as of the Closing Date as set forth on Schedule 1.1(a); 
 (c) receivables owing to the Credit Parties or any of their Subsidiaries or any receivables and advances to suppliers, in each case if created, acquired or made in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; 
 (d) Investments in and loans to any Credit
Party; 
 (e) loans and advances to officers, directors and employees in an aggregate amount not to exceed
$250,000 at any time outstanding; provided that such loans and advances shall comply with all applicable Requirements of Law (including Sarbanes-Oxley); 
 (f) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of business; 
 (g) Permitted Acquisitions;

 (h) Investments in Foreign Subsidiaries and Investments in joint ventures in an aggregate amount not to exceed
$250,000 at any one time outstanding; 
 (i) Hedging Agreements and other Bank Products to the extent permitted
hereunder; 
 (j) Investments made by any Person that becomes a Subsidiary after the date hereof; provided
that such Investments exist at the time such Person becomes a Subsidiary and are not made in contemplation of or in connection with such Person becoming a Subsidiary; and 

(k) additional loan advances and/or Investments of a nature not contemplated by the foregoing clauses hereof;
provided that such loans, advances and/or Investments made after the Closing Date pursuant to this clause shall not exceed an aggregate amount of $1,000,000 at any one time outstanding. 

  
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 Section 6.6 Transactions with Affiliates. 

The Credit Parties will not, nor will they permit any Subsidiary to, enter into any transaction or series of transactions, whether or not
in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than an
officer, director, shareholder or Affiliate, other than (a) transactions solely between or among Credit Parties and (b) any Restricted Payment permitted by Section 6.10. 

Section 6.7 Ownership of Subsidiaries; Restrictions. 

The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Domestic
Subsidiaries that are joined as Additional Credit Parties as required by the terms hereof. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests in any of their Subsidiaries, nor will they permit any of
their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, except in a transaction permitted by Section 6.4. 
 Section 6.8 Corporate Changes; Material Contracts. 
 No Credit
Party will, nor will it permit any of its Subsidiaries to, (a) change its fiscal year without the applicable Credit Parties entering into an amendment to the Credit Agreement with the Administrative Agent as may be necessary to incorporate
changes required by such change in fiscal year (it being understood that the Lenders hereby authorize the Administrative Agent to enter into, on behalf of the Lenders, any such amendment to this Credit Agreement or any other Credit Document as may
be necessary to incorporate such terms) or (b) amend, modify or change its articles of incorporation, certificate of designation (or corporate charter or other similar organizational document) operating agreement or bylaws (or other similar
document) in any respect materially adverse to the interests of the Lenders without the prior written consent of the Required Lenders. No Credit Party shall (a) (i) except as permitted under Section 6.4, alter its legal existence or,
in one transaction or a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (ii) change its state of incorporation or organization, without providing thirty (30) days
prior written notice to the Administrative Agent and without filing (or confirming that the Administrative Agent has filed) such financing statements and amendments to any previously filed financing statements as the Administrative Agent may
require, or (iii) change its registered legal name, without providing thirty (30) days prior written notice to the Administrative Agent and without filing (or confirming that the Administrative Agent has filed) such financing statements
and amendments to any previously filed financing statements as the Administrative Agent may require, (b) amend, modify, cancel or terminate or fail to renew or extend or permit the amendment, modification, cancellation or termination of any of
its Material Contracts in any respect materially adverse to the interests of the Lenders without the prior written consent of the Required Lenders, (c) have more than one state of incorporation, organization or formation or (d) change its
accounting method (except in accordance with GAAP) in any manner adverse to the interests of the Lenders without the prior written consent of the Required Lenders. 

  
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 Section 6.9 Limitation on Restricted Actions. 

The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist
or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest or
participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any
Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except (in respect of
any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or
instrument governing Indebtedness incurred pursuant to Section 6.1(c) or Section 6.1(f); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or
(iv) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien. 

Section 6.10 Restricted Payments. 

(a) The Credit Parties will not, nor will they permit any Subsidiary to, make Restricted Payments unless (i) no
Default or Event of Default has occurred or is continuing or would result therefrom; (ii) such payments are made during any fiscal quarter of the Borrower immediately following a fiscal quarter of the Borrower on the last day of which the
Borrower’s Total Leverage Ratio, after giving pro forma effect to the proposed Restricted Payments, is less than or equal to 2.0 to 1.0; (iii) after giving pro forma effect to the proposed Restricted Payments, the Borrower will be in
compliance with the Fixed Charge Coverage Ratio covenant set forth in Section 5.9(b); (iv) at any time the Total Leverage Ratio covenant in Section 5.9(a) is greater than 2.00 to 1.00, after giving effect to the proposed Restricted
Payments, there shall be at least $7,000,000 of Liquidity and (v) at any time the Total Leverage Ratio covenant in Section 5.9(a) is 2.00 to 1.00, then the Borrower shall provide evidence reasonably satisfactory to the Administrative Agent
that either (A) after giving pro forma effect to the proposed Restricted Payments, the Total Leverage Ratio shall be 1.75 to 1.0 or less or (B) after giving effect to the proposed Restricted Payments, there shall be at least $10,000,000 of
Liquidity. 
 (b) At all times other than as described in clause (a), the Credit Parties will not, nor will they
permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (i) to make dividends payable solely in the same class of Equity Interests of such Person, and (ii) to
make dividends or other distributions payable to the Credit Parties (directly or indirectly through its Subsidiaries); provided, however, so long as no Default or Event of Default has occurred or is continuing or would result
therefrom, the Credit Parties are permitted 

  
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to make other Restricted Payments (A) on the Closing Date, in an amount equal to the amount by which the InfoSpace Equity on the Closing Date exceeds $200,000,000, (B) on the Delayed
Funding Date, in an amount equal to the amount by which the aggregate InfoSpace Equity provided on the Closing Date and the Delayed Funding Date exceeds $200,000,000 minus any amount of Restricted Payments made pursuant to clause
(A) above, (C) to pay Management Fees, (D) to the extent the Borrower files a consolidated, combined, unitary or similar type income tax return with InfoSpace, to pay InfoSpace an amount equal to federal, state and local income taxes
payable by InfoSpace solely attributable to its ownership in the Borrower and (E) other Restricted Payments in an amount not to exceed $5,000,000 in aggregate during the term of this Agreement. 

Section 6.11 Amendment of Subordinated Debt. 
 The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, amend, modify, waive or extend or permit the amendment, modification, waiver
or extension of any term of any document governing or relating to any Subordinated Debt in a manner that is materially adverse to the interests of the Lenders. 
 Section 6.12 Sale Leasebacks. 
 The Credit Parties will not, nor
will they permit any Subsidiary to, directly or indirectly, become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal or
mixed), whether now owned or hereafter acquired, (a) which any Credit Party or any Subsidiary has sold or transferred or is to sell or transfer to a Person which is not a Credit Party or a Subsidiary or (b) which any Credit Party or any
Subsidiary intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by a Credit Party or a Subsidiary to another Person which is not a Credit Party or a Subsidiary in connection with
such lease. 
 Section 6.13 No Further Negative Pledges. 

The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or
otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation,
except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) or Section 6.1(f); provided that any such
restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that
any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien. 

Section 6.14 Account Control Agreements; Additional Bank Accounts. 

Set forth on Schedule 3.16(c) is a complete and accurate list of all checking, savings or other accounts (including securities
accounts) of the Credit Parties at any bank or other financial 

  
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institution, or any other account where money is or may be deposited or maintained with any Person. Subject to Section 5.15(f), each of the Credit Parties will not open, maintain or
otherwise have any checking, savings or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money is or may be deposited or maintained with any Person, other than accounts held at a
Lender (or an Affiliate of a Lender) and subject to a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable. 
 Section 6.15 Parent. 
 The Parent will not incur or permit to
exist any Indebtedness nor grant or permit to exist any Liens upon any of its properties or assets nor engage in any operations, business or activity other than (i) owning 100% of the Equity Interests of the Borrower and all operations
incidental thereto, (ii) pledging its interests therein to the Administrative Agent, (iii) executing the Credit Documents, (iv) fulfilling its obligations under the Credit Documents, and (v) performing administrative functions in
connection with the operation of the business of its Subsidiaries. 
 ARTICLE VII 

EVENTS OF DEFAULT 
 Section 7.1 Events of Default. 
 An Event of Default shall exist
upon the occurrence of any of the following specified events (each an “Event of Default”): 

(a) Payment. (i) The Borrower shall fail to pay any principal on any Loan or Note when due (whether at
maturity, by reason of acceleration or otherwise) in accordance with the terms hereof or thereof; or (ii) the Borrower shall fail to reimburse the Issuing Lender for any LOC Obligations within one (1) Business Day of when due (whether at
maturity, by reason of acceleration or otherwise) in accordance with the terms hereof; or (iii) the Borrower shall fail to pay any interest on any Loan or any fee or other amount payable hereunder when due (whether at maturity, by reason of
acceleration or otherwise) in accordance with the terms hereof and such failure shall continue unremedied for three (3) days; or (iv) or any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of
any other Guaranty Obligations hereunder (after giving effect to the grace period in clause (iii)); or 
 (b)
Misrepresentation. Any representation or warranty made or deemed made herein, in the Security Documents or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at
any time under or in connection with this Agreement shall prove to have been incorrect, false or misleading in any material respect (without duplication of any materiality qualifier contained therein) on or as of the date made or deemed made; or


  
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 (c) Covenant Default. 

(i) Any Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it
contained in Sections 5.4, 5.7, 5.9, 5.13 or Article VI hereof; 
 (ii) Any Credit Party shall fail to perform,
comply with or observe any term, covenant or agreement applicable to it contained in Sections 5.1 or 5.2 and, with respect to this clause (ii) only, such breach or failure to comply is not cured within five (5) days of its occurrence; or

 (iii) Any Credit Party shall fail to comply with any other covenant contained in this Agreement or the other
Credit Documents or any other agreement, document or instrument among any Credit Party, the Administrative Agent and the Lenders or executed by any Credit Party in favor of the Administrative Agent or the Lenders (other than as described in Sections
7.1(a), 7.1(c)(i) or 7(c)(ii) above) and, with respect to this clause (iii) only, such breach or failure to comply is not cured within thirty (30) days of its occurrence; or 

(d) Indebtedness Cross-Default. (i) Any Credit Party or any of its Subsidiaries shall default in any payment
of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $2,000,000 for the Credit Parties and any of their Subsidiaries in the aggregate beyond
any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any Credit Party or any of its Subsidiaries shall default in the observance or
performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $2,000,000 in the aggregate for the Credit Parties and
their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder
or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to
become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any Hedging Agreement that is a Bank Product;
or 
 (e) Other Cross-Defaults. The Credit Parties or any of their Subsidiaries shall default in
(i) the payment when due under any Material Contract or (ii) the performance or observance, of any obligation or condition of any Material Contract and, in the case of this clause (ii) only, such failure to perform or observe such
other obligation or condition continues unremedied for a period of thirty (30) days after notice of the occurrence of such default unless, but only as long as, the existence of any such default is being contested by the Credit Parties in good
faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Credit Parties to the extent required by GAAP; or 

  
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 (f) Bankruptcy Default. (i) A Credit Party or any of its
Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order
for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or
(B) 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 a Credit Party or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against a Credit Party or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order
for relief or any such adjudication or appointment and (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against a Credit Party or any of its Subsidiaries any case,
proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their assets which results in the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) a Credit Party or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) a Credit Party or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing their inability to, pay its debts as
they become due; or 
 (g) Judgment Default. (i) One or more judgments or decrees shall be entered
against a Credit Party or any of its Subsidiaries involving in the aggregate a liability (to the extent not covered by insurance) of $2,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged,
stayed or bonded pending appeal within ten (10) Business Days from the entry thereof or (ii) any injunction, temporary restraining order or similar decree shall be issued against a Credit Party or any of its Subsidiaries that, individually
or in the aggregate, could result in a Material Adverse Effect; or 
 (h) ERISA Default. The occurrence of
any of the following: (i) Any Person shall engage in a non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding
deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Credit Parties or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of
Title IV of ERISA, or (v) a Credit Party, any of its Subsidiaries or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, any Multiemployer Plan; or 

  
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 (i) Change of Control. There shall occur a Change of Control; or

 (j) Invalidity of Guaranty. At any time after the execution and delivery thereof, the Guaranty, for any
reason other than the satisfaction in full of all Credit Party Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or any Credit Party shall contest the
validity, enforceability, perfection or priority of the Guaranty, any Credit Document, or any Lien granted thereunder in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under
any Credit Document to which it is a party; or 
 (k) Invalidity of Credit Documents. Any Credit Document
shall fail to be in full force and effect or to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers, priority and privileges purported to be created thereby (except as such documents may be terminated or no
longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions which by their terms shall survive) or any Lien shall fail to be a first priority, perfected Lien on a material portion of the Collateral,
except for Permitted Liens; or 
 (l) Subordinated Debt. Any subordination provisions contained in any
agreement evidencing Subordinated Debt shall cease to be in full force and effect or shall cease to give the Lenders the rights, powers and privileges purported to be created thereby; or 

(m) Classification as Senior Debt. The Credit Party Obligations shall cease to be classified as “Senior
Indebtedness,” “Designated Senior Indebtedness” or any similar designation under any Subordinated Debt instrument. 
 If a Default shall have occurred under the Credit Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Credit
Documents or is otherwise expressly waived by Administrative Agent (with the approval of requisite Lenders (in their sole and absolute discretion) as determined in accordance with Section 9.1); and once an Event of Default occurs under the
Credit Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite Lenders or by the Administrative Agent with the approval of the requisite Lenders, as required hereunder in Section 9.1.

 Section 7.2 Acceleration; Remedies. 

Upon the occurrence and during the continuance of an Event of Default, then, and in any such event, (a) if such event is a Bankruptcy
Event, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents (including, without limitation, the maximum amount of all contingent liabilities under
Letters of Credit) shall immediately become due and payable, and (b) if such event is any other Event of Default, any or all of the following actions may be taken: 

  
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(i) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then
outstanding Letters of Credit in an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and/or (iii) with the written consent of the
Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, exercise such other rights and remedies as provided under the Credit Documents and under applicable law. 

ARTICLE VIII 
 THE ADMINISTRATIVE AGENT 
 Section 8.1 Appointment and
Authority. 
 Each of the Lenders and the Issuing Lender hereby irrevocably appoints RBS Citizens to act on its behalf as
the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other
Credit Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties. 
 Section 8.2 Nature of Duties. 

Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers or other agents listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, the Swingline Lender or the Issuing Lender hereunder. Without
limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other
Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 
 The
Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more 

  
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sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with
the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any subagents except to the extent that a court of
competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents 

Section 8.3 Exculpatory Provisions. 
 The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its obligations hereunder shall be administrative in
nature. Without limiting the generality of the foregoing, the Administrative Agent: 
 (a) shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 
 (b)
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may
be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

(c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to any Credit Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

 The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.1 and 7.2) or
(ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or an Issuing Lender. 

  
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 The Administrative Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent. 
 Section 8.4 Reliance by Administrative
Agent. 
 The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing
Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the
making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

Section 8.5 Notice of Default. 
 The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received written notice from a
Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that
unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the
Lenders, as the case may be. 

  
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 Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.

 Each Lender and the Issuing Lender expressly acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder. 
 Section 8.7 Indemnification. 
 The Lenders agree to indemnify
the Administrative Agent, the Issuing Lender, and the Swingline Lender in its capacity hereunder and their Affiliates and their respective officers, directors, agents and employees (to the extent not reimbursed by the Credit Parties and without
limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Credit Party Obligations) be imposed on,
incurred by or asserted against any such indemnitee in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the Transactions or any action taken or omitted by any such
indemnitee under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting from such indemnitee’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements in this Section shall survive the termination of this
Agreement and payment of the Notes, any Reimbursement Obligation and all other amounts payable hereunder. 
 Section 8.8
Administrative Agent in Its Individual Capacity. 
 The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Credit Parties or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any
duty to account therefor to the Lenders. 

  
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 Section 8.9 Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the
Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its
resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing
Lender, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation
Effective Date. 
 (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause
(d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint
a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective
Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 
 (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Credit Documents, the retiring Administrative Agent shall
continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by
or to each Lender and the Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation or removal hereunder and under the other Credit Documents, the provisions of this Article and
Section 9.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent. 

  
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 (d) Any resignation by RBS Citizens, as Administrative Agent pursuant to
this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under
the other Credit Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the
retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. 
 Section 8.10 Collateral and Guaranty Matters. 

(a) The Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent: 

(i) to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document
(A) upon termination of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the
then-known facts and circumstances) and the expiration or termination of all Letters of Credit, (B) that is transferred or to be transferred as part of or in connection with any sale or other disposition permitted under Section 6.4, or
(C) subject to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders; 

(ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to
the holder of any Lien on such Collateral that is permitted by Section 6.2; and 
 (iii) to release any
Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of a transaction permitted hereunder. 
 (b) In connection with a termination or release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrower’s expense, all
documents that the applicable Credit Party shall reasonably request to evidence such termination or release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority
to release or subordinate its interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section. 

  
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 Section 8.11 Bank Products. 

Except as otherwise provided herein, no Bank Product Provider that obtains the benefits of Sections 2.9 and 7.2, any Guaranty or any
Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document or otherwise in
respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Credit Documents. The Administrative Agent shall not be required
to verify the payment of, or that other satisfactory arrangements have been made with respect to, Credit Party Obligations arising under Bank Products unless the Administrative Agent has received written notice (including, without limitation, a Bank
Product Provider Notice) of such Credit Party Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Bank Product Provider. 

ARTICLE IX 

MISCELLANEOUS 
 Section 9.1 Amendments, Waivers, Consents and Release of Collateral. 
 (a) Neither this Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced, or supplemented (by amendment, waiver, consent or
otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided in this Agreement or in the Security Documents or in accordance with the provisions of this Section. The Required
Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for
the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and
conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such
amendment, supplement, modification, release, waiver or consent shall: 
 (i) reduce the amount or extend the
scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of Default Interest which shall be determined by a vote of the Required
Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; provided
that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.7(b)(i), (ii), (iii) or (vi) nor any amendment of Section 2.7(b)(i), (ii), (iii), (vi),
(vii)(A) or (vii)(B) or the definitions of Asset Disposition, Debt Issuance or Extraordinary Receipt, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of


  
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maturity of, or any installment of, any Loan or Note, (B) any reduction in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a
Revolving Commitment, (C) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan and (D) any amendment, modification or waiver
regarding the definition of or mandatory prepayment relating to Excess Cash Flow shall require the Lender consent as provided in clause (ix) below; or 
 (ii) amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or 

(iii) release the Borrower or all or substantially all of the value of the Guaranty, without the written consent of all of
the Lenders and Bank Product Providers (but only to the extent any such Bank Product Provider has previously provided, to the extent required by the terms of this Agreement, a Bank Product Provider Notice to the Administrative Agent);
provided that the Administrative Agent may release any Guarantor permitted to be released pursuant to the terms of this Agreement; or 
 (iv) release all or substantially all of the value of the Collateral without the written consent of all of the Lenders and Bank Product Providers (but only to the extent any such Bank Product Provider has
previously provided, to the extent required by the terms of this Agreement, a Bank Product Provider Notice to the Administrative Agent); provided that the Administrative Agent may release any Collateral permitted to be released pursuant to
the terms of this Agreement or the Security Documents; or 
 (v) subordinate the Loans to any other Indebtedness
without the written consent of all of the Lenders; or 
 (vi) permit a Letter of Credit to have an original
expiry date more than twelve (12) months from the date of issuance without the consent of each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with the terms of
Section 2.3(a); or 
 (vii) permit the Borrower to assign or transfer any of its rights or obligations under
this Agreement or other Credit Documents without the written consent of all of the Lenders; or 
 (viii) amend,
modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or 

  
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 (ix) amend, modify or waive any provision of Section 2.7(b)(iv),
Section 2.7(b)(v) or the definition of Excess Cash Flow without the written consent of all of the Lenders; or 
 (x) amend, modify or waive any provision of Section 6.10 or the definition of Restricted Payments without the written consent of all of the Lenders; or 

(xi) without the consent of Lenders holding at least a majority of the outstanding Revolving Commitments, amend, modify or
waive any provision in Section 4.2 or waive any Default or Event of Default (or amend any Credit Document to effectively waive any Default or Event of Default) if the effect of such amendment, modification or waiver is that the Revolving
Lenders shall be required to fund Revolving Loans when such Lenders would otherwise not be required to do so; or 

(xii) amend, modify or waive (A) the order in which Credit Party Obligations are paid or (B) the pro rata
sharing of payments by and among the Lenders without the written consent of each Lender and each Bank Product Provider directly affected thereby; or 
 (xiii) amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or 

(xiv) amend or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability
described therein without the written consent of each Lender and each Bank Product Provider directly affected thereby; or 
 (xv) amend the definitions of “Hedging Agreement,” “Bank Product,” or “Bank Product Provider” without the consent of any Bank Product Provider that would be adversely
affected thereby; 
 provided, further, that no amendment, waiver or consent affecting the rights or duties of the Administrative
Agent, the Issuing Lender or the Swingline Lender under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the
Lenders required hereinabove to take such action. 
 Any such waiver, any such amendment, supplement or modification and any
such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Borrower, the other
Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. 

  
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 Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the
other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). 
 Notwithstanding any of the foregoing to the contrary, the Credit Parties and the Administrative Agent, without the consent of any Lender, may enter into any amendment, modification or waiver of any Credit
Document, or enter into any new agreement or instrument, to (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the
Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or (ii) correct any
obvious error or omission of a technical nature, in each case that is immaterial (as determined by the Administrative Agent), in any provision of any Credit Document, if the same is not objected to in writing by the Required Lenders within five
(5) Business Days following receipt of notice thereof. 
 Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such
Lender and (ii) to the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders. 
 For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended and restated) with the written consent of the
Credit Parties and the Administrative Agent in accordance with Section 2.22. 
 (b) If, in connection with
any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not
obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement;
provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash at par the Loans and
other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and
to comply with the requirements of Section 9.6 and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such
Non-Consenting Lender by the Borrower hereunder to and including the date of termination. 

  
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 Section 9.2 Notices. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by telecopier as follows: 
 (i) If to the Borrower or any other Credit Party: 

	
	
	
2nd Story Software, Inc. or TaxACT Holdings, Inc.
 1425 60th St. NE # 300

Cedar Rapids, IA 52402
 Attention:
President
 Telephone: (319) 373-3600

Email: joannk@taxact.com

	
	with a copy to:
	
	InfoSpace, Inc.
	 601
108th Ave. NE, Ste. 1200

Bellevue, WA 98004
 Attention: Chief Financial
Officer
 Telephone: 425-201-8869
 Fax:
(425) 201-6167
 Email: eric.emans@infospace.com

	
	and
	
	InfoSpace, Inc.
	 601
108th Ave. NE, Ste. 1200

Bellevue, WA 98004
 Attention: General
Counsel
 Telephone: (425) 201-8961

Fax: (425) 201-6167

	Email: linda.schoemaker@infospace.com



(ii) If to the Administrative Agent: 
  

			
	 RBS Citizens, N.A., as Administrative Agent
 28 State Street, MS1515
 Boston, Massachusetts 02109

	Attention:	  	Kalens Herold, CBCS Loan Specialist
	Telephone:	  	(617) 994-7682
	Fax:	  	(855) 215-0786
	Email: kalens.herold@rbscitizens.com


  
 125










					
			
		  	and	  	
		
		  	RBS Citizens, N.A., as Administrative Agent
		  	28 State Street
		  	Boston, Massachusetts 02109
		  	Attention:	  	Karen Rankin
		  	Telephone:	  	(617) 994-7624
		  	Fax:	  	(855) 254-5877
		  	Email: karen.p.rankin@rbscitizens.com

 with a copy to: 

					
		
		  	RBS Citizens, N.A., as Administrative Agent
		  	Technology Banking
		  	101 Park Avenue, FL 10 - NYCP10
		  	New York, New York 10178
		  	Attention:	  	James P. Minton
		  	Telephone:	  	(212) 401-3585
		  	Fax:	  	(646) 448-9777
		  	Email: james.p.minton@rbscitizens.com

 (iii) if to a Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(b) Electronic Communications. Notices and other communications to the Lenders, the Swingline Lender and the
Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply
to notices to any Lender, the Swingline Lender or the Issuing Lender pursuant to Article II if such Lender, the Swingline Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” 

  
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function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) Change of Address, Etc. Any party hereto may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto. 
 (d) Platform. 

(i) Each Credit Party agrees that the Administrative Agent may make the Communications (as defined below) available to the
Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). 
 (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for
errors or omissions in the communications effected thereby (the “Communications”). No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its affiliates or
any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any liability to the Credit Parties, any Lender or any other Person or entity for damages of any kind,
including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of
communications through the Platform. 
 Section 9.3 No Waiver; Cumulative Remedies. 

No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, 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. 
 Section 9.4 Survival of Representations and Warranties. 
 All
representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and 

  
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delivery of this Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall terminate on the date upon which the Commitments have been
terminated and all Credit Party Obligations have been paid in full. 
 Section 9.5 Payment of Expenses and Taxes;
Indemnity. 
 (a) Costs and Expenses. The Credit Parties shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender and the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Swingline Loan or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender or the Swingline Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any
Lender, the Swingline Lender or the Issuing Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) Indemnification by the Credit Parties. The Credit Parties shall indemnify the Administrative Agent (and any
sub-agent thereof), each Lender, the Issuing Lender and the Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, penalties, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges
and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the Transactions, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned or operated by any
Credit Party or any of its Subsidiaries, or any liability under Environmental Law related in any way to any Credit Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the 

  
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Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or material breach of
contract of such Indemnitee or (B) result from a claim brought by the Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the
Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This section (b) shall not apply with respect to Taxes other than any Taxes that
represent losses or damages arising from non-Tax claim. 
 (c) Reimbursement by Lenders. To the extent
that the Credit Parties for any reason fail to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, Swingline Lender or
any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, Swingline Lender or such Related Party, as the case may be, such Lender’s Commitment
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent), Issuing Lender or Swingline Lender in connection with such capacity. 
 (d)
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the Credit Parties shall assert, and each of the Credit Parties hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the Transactions. 

(e) Payments. All amounts due under this Section shall be payable promptly/not later than five (5) days after
demand therefor. 
 (f) Survival. The agreements contained in this Section shall survive the resignation
of the Administrative Agent, the Swingline Lender and the Issuing Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of the Credit Party Obligations. 

  
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 Section 9.6 Successors and Assigns; Participations. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this
Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section
(and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may
at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment
shall be subject to the following conditions: 
 (i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans
at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and 
 (B) in any case not described in paragraph (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not
be less than $1,000,000, in the case of any assignment in respect of any portion of the Revolving Facility, or $3,000,000, in the case of any assignment in respect of any portion of the Term Loan Facility (provided, however, that
simultaneous assignments shall be aggregated in respect of a Lender and its Approved Funds), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such
consent not to be unreasonably withheld or delayed). 

  
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 (ii) Proportionate Amounts. Each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning
all or a portion of its rights and obligations among separate Tranches on a non-pro rata basis. 
 (iii)
Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition: 

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless
(x) an Event of Default has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) the primary syndication of the Loans has not been completed
as determined by RBS Citizens (in which case any such assignment shall be after consultation with the Borrower); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written
notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required
for assignments in respect of (x) a Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or
(y) a Term Loan Commitment to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and 
 (C) the consent of the Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment. 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) only one (1) such fee shall be payable in respect of simultaneous assignments by a Lender and its Approved Funds) and
(B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire. 

  
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 (v) No Assignment to Certain Persons. No such assignment shall be
made to (A) any Credit Party or any Credit Party’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons
described in this clause (B) or (C) any holder of Subordinated Debt. 
 (vi) No Assignment to
Natural Persons. No such assignment shall be made to a natural person. 
 (vii) Certain Additional
Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and
(B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs. 
 Subject to acceptance and recording thereof by the
Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 2.14 and 9.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. 

  
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 (c) Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the
Borrower or any of the Borrower’s Affiliates or Subsidiaries or any holder of Subordinated Debt) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or
a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the Issuing Lenders and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.5(c) with respect to any payments made by such Lender to its Participant(s). 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of
the Participant, agree to any amendment, modification or waiver with respect to the following: reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or
fee payable hereunder or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment; release the Borrower or all or substantially all of the value of the Guaranty and release
all or substantially all of the value of the Collateral, each described in Section 9.1 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the
requirements and limitations therein, including the requirements under Section 2.16(g) (it being understood that the documentation required under Section 2.16(g) shall be delivered to the participating Lender)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.19 as if it were an assignee under
paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.14 or Section 2.16, with respect to any participation, than its participating Lender would have been entitled to receive,
except to the extent 

  
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such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.7(a) as though it were a Lender; provided that such Participant agrees to be subject to Section 9.7(b) as though it were a Lender. Each Lender that sells a
participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in
the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) except to the extent that such disclosure is necessary to
establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. 

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 Section 9.7
Right of Set-off; Sharing of Payments. 
 (a) If an Event of Default shall have occurred and be
continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate
to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, the
Swingline Lender or the Issuing Lender, irrespective of whether or not such Lender, the Swingline Lender or the Issuing Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower
or such Credit Party may be contingent or unmatured or are owed to a branch, office or affiliate of such Lender, the Swingline Lender or the Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such
indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with
the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its 

  
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other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Lenders, and (ii) the Defaulting Lender shall provide
promptly to the Administrative Agent a statement describing in reasonable detail the Credit Party Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Swingline Lender, the Issuing
Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Swingline Lender, the Issuing Lender or their respective Affiliates may have. Each
Lender, the Swingline Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such
setoff and application. 
 (b) If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest
thereon or other such obligations greater than its pro rata share thereof as provided herein (other than a Discounted Prepayment), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such
fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: 

(A) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 
 (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the
application of funds arising from the existence of a Defaulting Lender), (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any
assignee or participant, other than to any Credit Party or any Subsidiary thereof (as to which the provisions of this paragraph shall apply) or (z) (1) any amounts applied by the Swingline Lender to outstanding Swingline Loans and
(2) any amounts received by the Issuing Lender and/or Swingline Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder. 

(c) Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law,
that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each
Credit Party in the amount of such participation. 

  
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 Section 9.8 Table of Contents and Section Headings. 

The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing
this Agreement. 
 Section 9.9 Counterparts; Effectiveness; Electronic Execution. 

(a) Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 4.1, this Agreement shall become effective when (i) it shall have
been executed by the Borrower, the Guarantors, the Administrative Agent on behalf of itself and the Lenders that have delivered a Lender Consent in accordance with Section 9.21, and all other Lenders and (ii) the Administrative Agent shall
have received copies hereof and thereof (telefaxed or otherwise), and thereafter this Agreement shall be binding upon and inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and each Lender and their respective successors
and permitted assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email shall be effective as delivery of a manually executed counterpart of this Agreement. 

(b) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 Section 9.10 Severability. 
 Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 9.11 Integration. 
 This Agreement and the other Credit Documents represent the agreement of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the Administrative Agent, the Borrower, the other Credit Parties, or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or therein.


  
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 Section 9.12 Governing Law. 

This Agreement and the other Credit Documents any claims, controversy or dispute arising out of or relating to this Agreement or any other
Credit Document (except, as to any other Credit Document, as expressly set forth therein) shall be governed by, and construed in accordance with, the laws of the State of New York. 

Section 9.13 Consent to Jurisdiction; Service of Process and Venue. 

(a) Consent to Jurisdiction. The Borrower and each other Credit Party irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the courts of the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for
recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York sitting State court or, to the
fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that the Administrative Agent, any Lender, the Swingline Lender or the Issuing Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Credit Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction. 

(b) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for
notices in Section 9.2. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. 

(c) Venue. The Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in paragraph
(b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

Section 9.14 Confidentiality. 
 Each of the Administrative Agent, the Lenders, the Swingline Lender and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be
disclosed, on a confidential basis, (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such
disclosure is made will be 

  
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informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to
any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Credit Document or Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) (i) any actual or prospective party (or its partners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap or derivative
or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (ii) an investor or prospective investor in securities issued by an Approved Fund that also
agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection
with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the
Loans and Credit Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential), (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender, the Swingline Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. 

For purposes of this Section, “Information” shall mean all information received from any Credit Party or any of its
Subsidiaries relating to any Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, the Swingline Lender or the Issuing Lender on a
nonconfidential basis prior to disclosure by any Credit Party or any of its Subsidiaries; provided that, in the case of information received from any Credit Party or any of its Subsidiaries after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 
 Section 9.15 Acknowledgments. 
 The Borrower and the other
Credit Parties each hereby acknowledges that: 
 (a) it has been advised by counsel in the negotiation, execution
and delivery of each Credit Document; 

  
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 (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower or any other Credit Party arising out of or in connection with this Agreement and the relationship between the Administrative Agent and the Lenders, on one hand, and the Borrower and the other Credit
Parties, on the other hand, in connection herewith is solely that of creditor and debtor; and 
 (c) no joint
venture exists among the Lenders and the Administrative Agent or among the Borrower, the Administrative Agent or the other Credit Parties and the Lenders. 
 Section 9.16 Waivers of Jury Trial; Waiver of Consequential Damages. 
 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, 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 ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

Section 9.17 Patriot Act Notice. 
 Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies the Borrower and the other Credit Parties, which information includes the name and address of the Borrower and the other Credit Parties and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrower and the other Credit Parties in accordance with the Patriot Act. 

Section 9.18 Resolution of Drafting Ambiguities. 

Each Credit Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this
Agreement and the other Credit Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation hereof or thereof. 
 Section 9.19
[Reserved]. 

  
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 Section 9.20 Continuing Agreement. 

This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Credit Party Obligations (other
than those obligations that expressly survive the termination of this Credit Agreement) have been paid in full and all Commitments and Letters of Credit have been terminated. Upon termination, the Credit Parties shall have no further obligations
(other than those obligations that expressly survive the termination of this Credit Agreement) under the Credit Documents and the Administrative Agent shall, at the request and expense of the Borrower, deliver all the Collateral in its possession to
the Borrower and release all Liens on the Collateral; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any
Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all Liens of the Administrative Agent shall reattach to the Collateral and all amounts
required to be restored or returned and all costs and expenses incurred by the Administrative Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations. 

Section 9.21 Lender Consent. 
 Each Person signing a Lender Consent (a) approves the Credit Agreement, (b) authorizes and appoints the Administrative Agent as its agent in accordance with the terms of Article VIII, (c)
authorizes the Administrative Agent to execute and deliver this Agreement on its behalf, (d) is a Lender hereunder and therefore shall have all the rights and obligations of a Lender under this Agreement as if such Person had directly executed
and delivered a signature page to this Agreement and (e) has consented to, approved or accepted or is satisfied with, each document or other matter required under Section 4.1 to be consented to or approved by or be acceptable or
satisfactory to a Lender. 
 Section 9.22 Press Releases and Related Matters. 

InfoSpace and its Affiliates and the Credit Parties and their Affiliates agree that they will not in the future issue any press releases
or other public disclosure using the name of Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Credit Documents without the prior written consent of such Person, unless (and only to the
extent that) InfoSpace, the Credit Parties or such Affiliate is required to do so under law and then, in any event, InfoSpace, the Credit Parties or such Affiliate will consult with such Person before issuing such press release or other public
disclosure. The Credit Parties consent to the publication by Administrative Agent or any Lender of customary advertising material relating to the Transactions using the name, product photographs, logo or trademark of the Credit Parties. 

Section 9.23 Appointment of Borrower. 
 Each of the Guarantors hereby appoints the Borrower to act as its agent for all purposes under this Agreement and agrees that (a) the Borrower may execute such documents on behalf of such Guarantor
as the Borrower deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such document executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or the Lender
to the Borrower shall be deemed delivered to each Guarantor and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Borrower on behalf of each Guarantor.


  
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 Section 9.24 No Advisory or Fiduciary Responsibility. 

In connection with all aspects of each Transaction, each of the Credit Parties acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any
other Credit Document) are an arm’s-length commercial transaction between the Credit Parties and their Affiliates, on the one hand, and RBS Citizens (in its capacity as the Administrative Agent and the Arranger) and its Affiliates, on the other
hand, and the Credit Parties are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the Transactions and by the other Credit Documents (including any amendment, waiver or other modification hereof
or thereof); (b) in connection with the process leading to such transaction, RBS Citizens (in its capacity as the Administrative Agent and the Arranger) (and its Affiliates, if applicable) is and has been acting solely as a principal and is not
the financial advisor, agent or fiduciary, for any Credit Party or any of their Affiliates, stockholders, creditors or employees or any other Person; (c) RBS Citizens, as either the Administrative Agent or the Arranger, has not assumed or will
assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the Transactions or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other
Credit Document (irrespective of whether RBS Citizens (in its capacity as the Administrative Agent and the Arranger) has advised or is currently advising any Credit Party or any of its Affiliates on other matters) and RBS Citizens, as either the
Administrative Agent or the Arranger, or any of its Affiliates does not have any obligation to any Credit Party or any of their Affiliates with respect to the Transactions except those obligations expressly set forth herein and in the other Credit
Documents; (d) RBS Citizens and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Parties and their Affiliates, and neither RBS Citizens nor its Affiliates has any
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) RBS Citizens and its Affiliates have not provided and will not provide any legal, accounting, regulatory or tax advice with
respect to any of the Transactions (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate. Each of the Credit Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against RBS Citizens and its Affiliates with respect to any breach or alleged breach of agency or
fiduciary duty. 
 Section 9.25 Responsible Officers and Authorized Officers. 

The Administrative Agent and each of the Lenders are authorized to rely upon the continuing authority of the Responsible Officers and the
Authorized Officers with respect to all matters pertaining to the Credit Documents including, but not limited to, the selection of interest rates, the submission of requests for Extensions of Credit and certificates with regard thereto. Such
authorization may be changed only upon written notice to Administrative Agent accompanied by (a) an updated Schedule 3.29 and (b) evidence, reasonably satisfactory to 

  
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Administrative Agent, of the authority of the Person giving such notice and such notice shall be effective not sooner than five (5) Business Days following receipt thereof by Administrative
Agent (or such earlier time as agreed to by the Administrative Agent). 
 ARTICLE X 

GUARANTY 

Section 10.1 The Guaranty. 
 In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct
benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby
unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any
or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order,
on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely
payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all
Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent,
liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others,
whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. 

Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of
a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such
Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). 

Section 10.2 Bankruptcy. 
 Additionally, each of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations of the Borrower to the Lenders and any Bank
Product Provider whether or not due or payable by the Borrower upon the occurrence of any Bankruptcy Event and unconditionally promises to pay such Credit Party 

  
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Obligations to the Administrative Agent for the account of the Lenders and to any such Bank Product Provider, or order, on demand, in lawful money of the United States. Each of the Guarantors
further agrees that to the extent that the Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent, any Lender or any Bank Product Provider, which payment or transfer or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrower or a Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said
payment had not been made. 
 Section 10.3 Nature of Liability. 

The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party
Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the
Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction
of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Bank Product Provider on
the Credit Party Obligations which the Administrative Agent, such Lenders or such Bank Product Provider the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of
the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. 

Section 10.4 Independent Obligation. 
 The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor
whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions. 
 Section 10.5 Authorization. 
 Each of the Guarantors authorizes
the Administrative Agent, each Lender and each Bank Product Provider without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to
(a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Agreement and any Bank Product, as
applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold security from any Guarantor or any other party for the payment of this Guaranty or the Credit Party Obligations and exchange, enforce waive and
release any such security, (c) apply such security and direct the order or manner of sale thereof as 

  
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the Administrative Agent and the Lenders in their discretion may determine, (d) release or substitute any one or more endorsers, Guarantors, the Borrower or other obligors and (e) to
the extent otherwise permitted herein, release or substitute any Collateral. 
 Section 10.6 Reliance.

 It is not necessary for the Administrative Agent, the Lenders or any Bank Product Provider to inquire into the capacity or
powers of the Borrower or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Credit Party Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed
hereunder. 
 Section 10.7 Waiver. 

(a) Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to
require the Administrative Agent, any Lender or any Bank Product Provider to (i) proceed against the Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor
or any other party, or (iii) pursue any other remedy in the Administrative Agent’s, any Lender’s or any Bank Product Provider’s whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the
Borrower, any other guarantor or any other party other than payment in full of the Credit Party Obligations (other than contingent indemnification obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based
on the then-known facts and circumstances), including, without limitation, any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the unenforceability of the Credit Party Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the Credit Party Obligations. The Administrative Agent may, at its election, foreclose on any security held by the
Administrative Agent or a Lender by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy
the Administrative Agent or any Lender may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Party Obligations have been
paid in full and the Commitments have been terminated. Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or any security. 
 (b) Each of the Guarantors waives all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notice of protest, notices of dishonor, notices
of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Credit Party Obligations. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial
condition and assets, and of all other circumstances 

  
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bearing upon the risk of nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the
Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks. 
 (c) Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of
the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders or any Bank Product Provider against the Borrower or any other guarantor of the Credit Party Obligations of the Borrower owing to the Lenders or such Bank Product Provider
(collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such
time as the Credit Party Obligations shall have been paid in full and the Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the
Lenders or any Bank Product Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Credit Party Obligations of the Borrower and any benefit of, and any right to participate in,
any security or collateral given to or for the benefit of the Lenders and/or the Bank Product Providers to secure payment of the Credit Party Obligations of the Borrower until such time as the Credit Party Obligations (other than contingent
indemnification obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances) shall have been paid in full and the Commitments have been terminated. 

Section 10.8 Limitation on Enforcement. 
 The Lenders and the Bank Product Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders or such Bank Product
Provider (only with respect to obligations under the applicable Bank Product) and that no Lender or Bank Product Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such
rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Agreement and for the benefit of any Bank Product Provider under any Bank Product. 

Section 10.9 Confirmation of Payment. 
 The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the subject of this Guaranty and termination of the Commitments relating thereto,
confirm to the Borrower, the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2. 

  
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 ARTICLE XI 
 SUBORDINATION OF INTERCOMPANY DEBT 
 Section 11.1
Subordination. 
 (a) General. Each of the Credit Parties agrees and covenants that the
Intercompany Debt is and shall be subordinate in right and order of payment to the payment in full of the Credit Party Obligations on the terms and conditions set forth herein. 

(b) Permitted Payments. Upon the occurrence and during the continuance of a Default or Event of Default and at the
direction of the Administrative Agent, no Credit Party shall receive payments of interest, principal and other amounts on the Intercompany Debt until the Credit Party Obligations are paid in full or until otherwise agreed by the Administrative Agent
or the Required Lenders. 
 Section 11.2 Priority and Payment of Proceeds in Certain Events. 

(a) Insolvency or Dissolution of a Credit Party. Upon the occurrence of a Bankruptcy Event, all Credit Party
Obligations shall first be paid in full before any Credit Party shall be entitled to receive any payment of the Intercompany Debt, unless otherwise agreed to by the Administrative Agent or the Required Lenders. Upon the occurrence of any Bankruptcy
Event, any payment or distribution of assets of a Credit Party of any kind or character, whether in cash, property or securities to which a Credit Party would be entitled, except for the provisions of this Article XI, shall be made by such Credit
Party or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the Administrative Agent for application (in the case of cash) to or as collateral (in the case of non-cash
property or securities) for the payment in full of all Credit Party Obligations after giving effect to any concurrent payment or distribution to the Administrative Agent on the Credit Party Obligations. 

(b) Payments in General. No direct or indirect payment or distribution by or on behalf of a Credit Party in respect
of the Intercompany Debt upon acceleration shall be made, and no other consideration in respect of the Intercompany Debt shall be given or received to the extent prohibited by Section 11.1(b). 

(c) Certain Payments Held in Trust. In the event that, notwithstanding the foregoing provisions prohibiting such
payment or distribution or such giving or receipt of consideration, any Credit Party shall have received any payment or distribution or consideration in respect of the Intercompany Debt contrary to such provisions, then, and in such event, such
payment or distribution or consideration shall be received and held in trust for the Lenders and shall be paid over or delivered to the Administrative Agent for application to or as collateral for the payment or prepayment of all Credit Party
Obligations in full after giving effect to any concurrent payment or distribution to the Administrative Agent in respect of the Credit Party Obligations. No amount paid by any Credit Party to the holder or holders of the Intercompany Debt and paid
over by the 

  
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holder or holders of the Intercompany Debt to the holders of the Credit Party Obligations pursuant to this Article XI shall, as between any Credit Party and the holder or holders of the
Intercompany Debt, be deemed to be a payment by any Credit Party to or on account of such Intercompany Debt. 

Section 11.3 Restrictions on Actions by Credit Parties. 

Until the Credit Party Obligations are paid in full, the Credit Parties shall not, without the prior written consent of the Administrative
Agent, take any Collection Action with respect to the Intercompany Debt. 
 Section 11.4 Miscellaneous.

 (a) The provisions of this Article XI shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Credit Party Obligations is rescinded or must otherwise be returned by the Lenders or any other recipient thereof, as the case may be, upon the insolvency, bankruptcy or reorganization of any Credit Party or
otherwise, all as though such payment had not been made. 
 (b) No failure on the part of the Administrative
Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof of the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
 (c) The
provisions of this Article XI constitute a continuing agreement and shall (i) remain in full force and effect until the Credit Documents shall have been terminated and the Credit Party Obligations shall have been paid in full, (ii) be
binding upon each of the Credit Parties and its successors and assigns and (iii) inure to the benefit of and be enforceable by the Administrative Agent and its respective successors, transferees and assigns. 

(d) Notwithstanding the terms of this Article XI, the Administrative Agent or the Required Lenders shall have the right to
waive the subordination terms of this Article XI and require the Credit Parties to enforce the obligations under the Intercompany Debt in accordance with the terms thereof.] 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by its proper and duly authorized officers as of the day and year first above written 
  

							
	BORROWER:	 		 	2nd STORY SOFTWARE, INC.,
		 		 	an Iowa corporation
				
		 		 	By:	 	 





		 		 	Name:	 	JoAnn Kintzel
		 		 	Title:	 	President
			
	GUARANTORS:	 		 	TAXACT HOLDINGS, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 





		 		 	Name:	 	JoAnn Kintzel
		 		 	Title:	 	President


  
 Credit Agreement 









							
	ADMINISTRATIVE AGENT:	 		 	RBS CITIZENS, N.A., as a Lender and as Administrative Agent on behalf of the Lenders
				
		 		 	By:	 	 





		 		 	Name:	 	James P. Minton
		 		 	Title:	 	Vice President


  
 Credit Agreement 









							
	LENDER:	 		 	RBS CITIZENS, N.A., as a Lender
				
		 		 	By:	 	 





		 		 	Name:	 	James P. Minton
		 		 	Title:	 	Vice President


  
 Credit Agreement 









							
	LENDER:	 		 	BANK OF AMERICA, N.A., as a Lender
				
		 		 	By:	 	 





		 		 	Name:	 	Amanda Peters
		 		 	Title:	 	Senior Vice President


  
 Credit Agreement 









							
	LENDER:	 		 	BMO HARRIS FINANCING, INC., as a Lender
				
		 		 	By:	 	 





		 		 	Name:	 	Gregory F. Tomczyk
		 		 	Title: 	 	Vice President


  
 Credit Agreement 









							
	LENDER:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	 





		 		 	Name:	 	Cheryl L. Ebner
		 		 	Title:	 	Vice President (425) 450-8218


  
 Credit Agreement 









							
	LENDER:	 		 	SILICON VALLEY BANK, as a Lender
				
		 		 	By:	 	 





		 		 	Name:	 	Jesse Meyer
		 		 	Title:	 	Relationship Manager


  
 Credit Agreement 








 K&S DRAFT 
 1/30/12 
 EXHIBIT 1.1(a) 

[FORM OF] 

ACCOUNT DESIGNATION NOTICE 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	  	January 31, 2012

  
  

The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Borrower shall
designate, in writing to the Administrative Agent, one or more other accounts: 
 Bank Name: Cedar Rapids Bank & Trust
Company 
 ABA Routing Number: 073922801 
 Account Number: 390012938 
 Notwithstanding the foregoing, on the Closing Date,
funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. 
 This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 








			
	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 1.1(b) 

[FORM OF] 

ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in
item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder
are several and not joint.]1 Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and
[the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective
facilities identified below (including, without limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement,
any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor. 
  

							
	1.	 	Assignor[s]:	 	  
	 	
				
		 		 	  
	 	

  

	1 	 Include bracketed language if there are either multiple Assignors or multiple Assignees. 










							
	2.	  	Assignee[s]:	  	  
	  	
				
		  		  	  
	  	
		  	[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]
			
	3.	  	Borrower:	  	2nd Story Software, Inc., an Iowa corporation
			
	4.	  	Administrative Agent:	  	RBS Citizens, N.A., as the administrative agent under the Credit Agreement.
			
	5.	  	Credit Agreement:	  	The Credit Agreement dated as of January 31, 2012, among the Borrower, the guarantors from time to time party thereto, the lenders and other financial institutions from
time to time party thereto, and RBS Citizens, N.A., as Administrative Agent.
				
	6.	  	Assigned Interest[s]:	  		  	

  

																			
	Assignor[s]	 	Assignee[s]	 	Facility
Assigned	 	Aggregate
Amount of
Commitment/
Loans for all
Lenders	 	 	Amount of
Commitment/
Loans
Assigned	 	 	Percentage
Assigned of
Commitment/
Loans	 	 	CUSIP
Number
		 		 		 	$	            	  	 	$	            	  	 	 	    	% 	 	
		 		 		 	$	            	  	 	$	            	  	 	 	    	% 	 	
		 		 		 	$	            	  	 	$	            	  	 	 	    	% 	 	

  

							
	[7.	  	Trade Date:	  	]2	  	

 Effective Date:                  ,
20    . 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

	2 	 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.










 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR[S]
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Title:










			
	ASSIGNEE[S]
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Title:










			
	[Consented to and] Accepted:
	
	 RBS CITIZENS, N.A.,
 as Administrative Agent

		
	By:	 	  

		 	Title:









			
	[Consented to:]
	
	[NAME OF RELEVANT PARTY]
		
	By:	 	  

		 	Title:








 ANNEX 1 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 
 1.1 Assignor[s]. [The] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of
any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document. 

1.2. Assignee[s]. [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 9.6(b), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.6(b) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets
of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [such] Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not 







 
taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender. 
 2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant]
Assignee for amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of New York. 







 EXHIBIT 1.1(c) 

[FORM OF] 

JOINDER AGREEMENT 
 THIS JOINDER AGREEMENT (this “Agreement”), dated as of [            ,         ], is by
and among
[                                        , a
                                        ] (the
“Subsidiary Guarantor”), 2nd Story
Software, Inc., an Iowa corporation (the “Borrower”), and RBS Citizens, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement, dated as of
January 31, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among the Borrower, the Guarantors, the Lenders and the Administrative Agent. Capitalized
terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. 
 The Subsidiary
Guarantor is an Additional Credit Party, and, consequently, the Credit Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder. 

Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the
Lenders: 
 1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the
Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including, without limitation (a) all of the representations and warranties set forth in
Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary
Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Credit Party Obligations in accordance with Article X of the Credit Agreement. 

2. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor
will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The
Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Paragraph 2, the
Subsidiary Guarantor hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of the Subsidiary
Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the Subsidiary Guarantor. 







 3. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution
of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” (as such term is defined in the Pledge Agreement) thereunder as if it had
executed the Pledge Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing
terms of this Paragraph 3, the Subsidiary Guarantor hereby pledges and assigns to the Administrative Agent, for the benefit of the Lenders, and grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in any
and all right, title and interest of the Subsidiary Guarantor in and to Pledged Collateral (as such term is defined in Section 2 of the Pledge Agreement). 
 4. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Security Document and the schedules and exhibits
thereto. The information on the schedules to the Credit Agreement and the Security Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Security Documents) to reflect the information shown on the attached
Schedule A. 
 5. The information on Schedule B to this Joinder Agreement is true and correct as of the date
hereof. 
 6. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall
continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Credit Party Obligations,” as used in the Credit Agreement, shall include all
obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Credit Document. 
 7. Each of the
Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may
reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement. 
 8. This Agreement (a) may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract and (b) may, upon
execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 

9. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of
Sections 9.13 and 9.16 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused this
Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

							
	SUBSIDIARY GUARANTOR:	 		 	[SUBSIDIARY GUARANTOR]
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
	BORROWER:	 		 	2ND STORY SOFTWARE, INC.,
		 		 	an Iowa corporation
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  


 Acknowledged, accepted and agreed: 
  

			
	RBS CITIZENS, N.A., as Administrative Agent
		
	By:	 	  

	Name:	 	  

	Title:	 	  









 EXHIBIT 1.1(d) 

[FORM OF]  

NOTICE OF BORROWING 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	  	January 31, 2012

  
  

Pursuant to Section 2.1(b)(i), 2.2, and/or 2.4(b)(i) of the Credit Agreement, the Borrower hereby requests the following (the
“Proposed Borrowing”): 
 [Term Loan be made as follows:]1 

 

									
	 Date
	  	Amount	 	 	Interest Rate
(Alternate Base Rate/
LIBOR Rate)2	  	Interest
Period
(one, two, three or six
months
— for LIBOR Rate only)2
	 Closing Date
	  	$	[            	] 	 		  	

 [Incremental Facility be made as follows:]3 
  

									
	 Date
	  	Type of
Incremental
Facility	  	Amount	  	Interest Rate
(Alternate Base Rate/
LIBOR Rate)4	  	Interest
Period
(one, two, three or six
months
— for LIBOR Rate only)
		  		  		  		  	

  

	1 	Only to be used on the Closing Date 


	2 	LIBOR Rate is only available on the Closing Date if the Borrower delivers a Funding Indemnity Letter in accordance with the Credit Agreement 


	3 	Only to be used in connection with an Incremental Facility issued pursuant to Section 2.22. 


	4 	LIBOR Rate is only available if this Notice of Borrowing is provided to the Administrative Agent not later the third Business Day prior to the date of the requested
borrowing. 








 Revolving Loans be made as follows: 

 

							
	 Date
	  	Amount	  	Interest Rate
(Alternate Base Rate/
LIBOR Rate)	  	Interest Period
(one, two, three or six
months
— for LIBOR Rate only)
		  		  		  	
		  		  		  	
		  		  		  	

  

			
	 NOTE:
	  	REVOLVING LOAN BORROWINGS THAT ARE (A) ALTERNATE BASE RATE LOANS MUST BE IN A MINIMUM AGGREGATE AMOUNT OF $500,000 AND IN INTEGRAL MULTIPLES OF $100,000 IN EXCESS THEREOF AND (B)
LIBOR RATE LOANS MUST BE IN A MINIMUM AGGREGATE AMOUNT OF $500,000 AND IN INTEGRAL MULTIPLES OF $100,000 IN EXCESS THEREOF.

 Swingline Loans to be made on [date] as follows: 

Swingline Loans requested: 
  

					
	 (1) Total Amount of Swingline Loans
	  	$	            	  

  

			
	 NOTE:
	  	SWINGLINE LOAN BORROWINGS MUST BE IN MINIMUM AMOUNTS OF $100,000 AND IN INTEGRAL AMOUNTS OF $100,000 IN EXCESS THEREOF.

 The undersigned hereby certifies that the following statements are true on the date hereof and will be
true on the date of the Proposed Borrowing: 
 (a) The representations and warranties made by the Credit Parties
in the Credit Agreement, in the Credit Documents or which are contained in any certificate furnished at any time under or in connection with the Credit Agreement shall be (i) with respect to representations and warranties that contain a
materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case on and as of the date of the Proposed
Borrowing as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date. 

(b) No Default or Event of Default shall have occurred and be continuing on the date of the Proposed Borrowing or after
giving effect to the Proposed Borrowing unless such Default or Event of Default shall have been waived in accordance with the Credit Agreement. 







 (c) Immediately after giving effect to the making of the Proposed Borrowing
(and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then
in effect, (ii) the outstanding LOC Obligations shall not exceed the LOC Committed Amount, and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount. 

(d) [If a Revolving Loan is requested] All conditions set forth in Section 2.1 of the Credit Agreement shall have
been satisfied. 
 (e) [If a Swingline Loan is requested] All conditions set forth in Section 2.4 of the
Credit Agreement shall have been satisfied. 
 (f) Additional Conditions to Letters of Credit. If the
issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.3 shall have been satisfied and (ii) there shall exist no Revolving Lender that is a Defaulting Lender unless the Issuing Lender has entered into
satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender. 
 (g) Additional Conditions to Swingline Loans. If a Swingline Loan is requested, (i) all conditions set forth in Section 2.4 shall have been satisfied and (ii) there shall exist no
Revolving Lender that is a Defaulting Lender unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s risk with respect to such Defaulting Lender.

 (h) [If an Additional Term Loan is requested] All conditions set forth in Section 2.22 of the Credit
Agreement shall have been satisfied. 
 This Notice of Borrowing may, upon execution, be delivered by facsimile or electronic
mail, which shall be deemed for all purposes to be an original signature. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









			
	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 1.1(e) 

[FORM OF] 

NOTICE OF CONVERSION/EXTENSION 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	  	[Date]

  
  

Pursuant to Section 2.9 of the Credit Agreement, the Borrower hereby requests         
conversion or          extension of the following Loans be made as follows (the “Proposed Conversion/Extension”): 

 

											
	 Applicable Loan
	  	Current Interest
Rate and
Interest Period	  	Date	  	Amount to be
converted/
extended	  	Requested
Interest Rate
(Alternate Base Rate/
LIBOR Rate)	  	Requested
Interest Period
(one, two, three or six
months
— for LIBOR Rate only)
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	

  

			
	NOTE:	  	PARTIAL CONVERSIONS MUST BE IN MINIMUM AMOUNTS OF $500,000 OR A WHOLE MULTIPLE OF $500,000 IN EXCESS THEREOF. ALL OR ANY PART OF OUTSTANDING LIBOR RATE LOANS MAY BE CONVERTED AS
PROVIDED IN THE CREDIT AGREEMENT; PROVIDED, THAT PARTIAL CONVERSIONS MUST BE IN MINIMUM AMOUNTS OF $500,000 OR A WHOLE MULTIPLE OF $500,000 IN EXCESS THEREOF.

 Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement. 
 The undersigned hereby certifies that no Default or Event of Default has occurred and is continuing or would
result from such Proposed Conversion/Extension or from the application of the proceeds thereof unless such Default or Event of Default shall have been waived in accordance with the Credit Agreement. 







 This Notice of Conversion/Extension may, upon execution, be delivered by facsimile or
electronic mail, which shall be deemed for all purposes to be an original signature. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK] 








			
	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 1.1(f) 

[FORM OF] 

PERMITTED ACQUISITION CERTIFICATE 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	  	[Date]

  
  

[Insert applicable Credit Party] intends to acquire (the “Acquisition”) substantially all of the assets of
[            ] (the “Target”). The purchase price of such Acquisition exceeds $3,000,000. The undersigned officer of the [insert applicable Credit Party], hereby
certifies that: 
 (a) The Acquisition is of [check applicable box]: 

 ̈ All or substantially all of the assets or a majority of the outstanding
Voting Stock or economic interests of a Person that is incorporated, formed or organized in the United States that is a type of business (or assets used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries
pursuant to Section 6.3 of the Credit Agreement. 
  ̈ A
Person that is incorporated, formed or organized in the United States by a merger, amalgamation or consolidation or any other combination with such Person that is a type of business (or assets used in a type of business) permitted to be engaged in
by the Credit Parties and their Subsidiaries pursuant to Section 6.3 of the Credit Agreement. 
  ̈ Any division, line of business or other business unit of a Person that is incorporated, formed or organized in the United States that is a type of business (or assets used in a type of business) permitted
to be engaged in by the Credit Parties and their Subsidiaries pursuant to Section 6.3 of the Credit Agreement. 
 (b) No Default or Event of Default exists or would exist after giving effect to the Acquisition. 







 (c) After giving effect to the Acquisition on a Pro Forma Basis,
(A) the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 of the Credit Agreement and (B) the Total Leverage Ratio shall be 0.25 to 1.0 less than the then applicable level set forth in
Section 5.9, in each case, as demonstrated by the financial covenant calculations set forth on Schedule A attached hereto. 
 (d) The Credit Parties have complied with Section 5.10 and 5.12 of the Credit Agreement, to the extent required to do so thereby. 

(e) Attached hereto as Schedule B is a description of the material terms of the Acquisition (including a
description of the business and the form of consideration). 
 (f) Attached hereto as Schedule C are the
audited financial statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date. 

(g) Attached hereto as Schedule D are the Consolidated projected income statements of the Credit Parties and their
Subsidiaries (giving effect to the Acquisition). 
 (h) The Target has earnings before interest, taxes,
depreciation and amortization for the four fiscal quarter period prior to the acquisition date in an amount greater than $0 (as determined on a pro forma basis after giving effect to adjustments and cost synergies satisfactory to the Administrative
Agent in its reasonable discretion). 
 (i) The Acquisition is not a “hostile” acquisition and has been
approved by the Board of Directors and/or shareholders (or their respective equivalents) of the applicable Credit Party and the Target. 
 (j) After giving effect to the Acquisition, there is at least $2,000,000 of Accessible Borrowing Availability. 
 (k) The aggregate consideration (including without limitation equity consideration, earn outs or deferred compensation or non-competition arrangements and the amount of Indebtedness and other liabilities
assumed by the Credit Parties and their Subsidiaries) paid by the Credit Parties and their Subsidiaries (A) in connection with the Acquisition does not exceed $10,000,000 and (B) for all acquisitions made during the term of the Credit
Agreement does not exceed $20,000,000. 
 This Certificate may, upon execution, be delivered by facsimile or electronic mail,
which shall be deemed for all purposes to be an original signature. 
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2ND STORY SOFTWARE, INC.,

an Iowa corporation

		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 1.1(g) 

[FORM OF] 

BANK PRODUCT PROVIDER NOTICE 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”)
		
	DATE:	  	[Date]

  
  

[Name of Bank Product Provider] hereby notifies you, pursuant to the terms of the Credit Agreement, that: 

(a) [Name of Bank Product Provider] meets the requirements of a Bank Product Provider under the terms of the Credit Agreement and is a
Bank Product Provider under the Credit Agreement and the other Credit Documents. 
 (b) The Credit Parties have entered into
Bank Products with [Name of Bank Product Provider] which include: [set forth Bank Products]. 
 (c) The
maximum dollar amount8 of obligations arising under the Bank Products set forth in clause (b) above is:
$            . 
 (d) The methodology to be used by such parties in
determining the Bank Product Debt (as defined in the Credit Agreement) owing from time to time is:
                                        .

 Delivery of this Notice by telecopy shall be effective as an original. 

 

	8 	 If reasonably capable of being determined. 









 A duly authorized officer of the undersigned has executed this Notice as of the
     day of             ,         . 

 

					
	  
	 	,
	as a Bank Product Provider
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 2.1(a) 

[FORM OF] 

FUNDING INDEMNITY LETTER 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”)
		
	DATE:	  	[Date]

  
  

This letter is delivered in anticipation of the closing of the above-referenced Credit Agreement. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto in the most recent draft of the Credit Agreement circulated to the Borrower and the Lenders. 
 The Borrower anticipates that all conditions precedent to the effectiveness of the Credit Agreement will be satisfied on [Date] (the “Effective Date”). The Borrower wishes to borrow the
initial Revolving Loans and the Term Loan, described in the Notice of Borrowing delivered in connection with this letter agreement, on the Effective Date as LIBOR Rate Loans (the “Effective Date LIBOR Rate Loans”). 

In order to induce the Lenders to accept this request prior to the Effective Date, the Borrower hereby agrees that, in the event the
Borrower fails to borrow the Effective Date LIBOR Rate Loans on the Effective Date for any reason whatsoever (including the failure of the Credit Agreement to become effective), the Borrower hereby unconditionally agrees to reimburse each applicable
Lender in respect of its Effective Date LIBOR Rate Loans upon its demand as set forth in Section 2.15 of the Credit Agreement as if it were in effect with respect to the requested Effective Date LIBOR Rate Loans. 

This letter agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York.
This letter may (a) be executed in any number of counterparts by the different signatories hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which together shall constitute
one and the same letter and (b) upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 
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	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 2.1(e) 

[FORM OF] 

REVOLVING LOAN NOTE 
 [Date] 
 FOR VALUE RECEIVED, the undersigned, 2nd Story Software, Inc., an Iowa corporation (the
“Borrower”) hereby unconditionally promises to pay, on the Revolver Maturity Date (as defined in the Credit Agreement referred to below), to
[                    ] or its registered assigns (the “Lender”), at the office of RBS Citizens, N.A., in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below. The undersigned further
agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount
hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 This Revolving Loan Note
is one of the Revolving Loan Notes referred to in the Credit Agreement, dated as of January 31, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among
the Borrower, the Guarantors, the Lenders and RBS Citizens, N.A., as administrative agent for the Lenders (the “Administrative Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise
defined herein shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence of any one or more of the Events
of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Loan Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Revolving Loan Note is not
paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees. 

All parties now and hereafter liable with respect to this Revolving Loan Note, whether maker, principal, surety, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any kind. 
 This Revolving Loan Note may, upon execution, be
delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 
 THIS REVOLVING
LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
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	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 2.2(d) 

[FORM OF] 

TERM LOAN NOTE 
 [Date] 
 FOR VALUE RECEIVED, the undersigned, 2nd Story Software, Inc., an Iowa corporation (the
“Borrower”) hereby unconditionally promises to pay, on the Term Loan Maturity Date (as defined in the Credit Agreement referred to below), to
[                    ] or its registered assigns (the “Lender”) at the office of RBS Citizens, N.A., in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid principal amount of the Term Loan made by the Lender to the undersigned pursuant to Section 2.2 of the Credit Agreement referred to below. The undersigned further agrees
to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof
and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 This Term Loan Note is one of
the Term Loan Notes referred to in the Credit Agreement, dated as of January 31, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among the Borrower,
the Guarantors, the Lenders and RBS Citizens, N.A., as administrative agent for the Lenders (the “Administrative Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this Term Loan Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Term Loan Note is not paid when due at any
stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees. 
 All parties now and hereafter liable with respect to this Term Loan Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any
kind. 
 This Term Loan Note may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all
purposes to be an original signature. 
 THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
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	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 2.4(d) 

[FORM OF] 

SWINGLINE LOAN NOTE 
 [Date] 
 FOR VALUE RECEIVED, the undersigned, 2nd Story Software, Inc., an Iowa corporation (the
“Borrower”), hereby unconditionally promises to pay on the Revolver Maturity Date (as defined in the Credit Agreement referred to below), to the order of
[                    ] (the “Swingline Lender”) at the office of RBS Citizens, N.A., in lawful money of the United States of America
and in immediately available funds, the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the undersigned pursuant to Section 2.4 of the Credit Agreement referred to below. The undersigned further agrees
to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal amount hereof
and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement. 
 This Swingline Note is the
Swingline Loan Note referred to in the Credit Agreement, dated as of January 31, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among the Borrower,
the Guarantors, the Lenders and RBS Citizens, N.A., as administrative agent for the Lenders (the “Administrative Agent”), and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement. 
 Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Loan Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Swingline Loan Note is not paid when due
at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees. 
 All parties now and hereafter liable with respect to this Swingline Loan Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of
any kind. 
 This Swingline may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all
purposes to be an original signature. 
 THIS SWINGLINE LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
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	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 4.1(a) 

[FORM OF] 

LENDER CONSENT 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	  	January 31, 2012

  
  

This Consent is given pursuant to the Credit Agreement referenced above. The undersigned hereby (i) approves the Credit Agreement,
(ii) authorizes and appoints the Administrative Agent as its agent in accordance with the terms of Article VIII of the Credit Agreement, (iii) authorizes the Administrative Agent to execute and deliver the Credit Agreement on its behalf,
(iv) agrees that it is a Lender under the Credit Agreement and therefore shall have all the rights and obligations of a Lender under the Credit Agreement as if such Person had directly executed and delivered a signature page to the Credit
Agreement and (v) has consented to, approved or accepted or is satisfied with, each document or other matter required under Section 4.1 to be consented to or approved by or be acceptable or satisfactory to a Lender. Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. 
 Delivery of this Consent by
telecopy shall be effective as an original. 
 A duly authorized officer of the undersigned has executed this Consent as of the
     day of             ,         . 

 

					
	  
	 	,
	as a Lender	 	
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 4.1(b) 

[FORM OF] 

OFFICER’S CERTIFICATE 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	  	January 31, 2012

  
  

The undersigned officer of [CREDIT PARTY] (the “Company”) hereby certifies as follows: 

1. Attached hereto as Exhibit A is a true and complete copy of the [articles of incorporation] [certificate of formation]
[certificate of limited partnership] of the Company and all amendments thereto as in effect on the date hereof certified as a recent date by the appropriate Governmental Authorities of the state of [incorporation] [organization] of the Company.

 2. Attached hereto as Exhibit B is a true and complete copy of the [bylaws] [operating agreement] [partnership
agreement] of the Company and all amendments thereto as in effect on the date hereof. 
 3. Attached hereto as Exhibit C
is a true and complete copy of resolutions duly adopted by the [board of directors] [members] [managers] [partners] of the Company on
                    . Such resolutions have not in any way been rescinded or modified and have been in full force and effect since their adoption to
and including the date hereof, and such resolutions are the only corporate proceedings of the Company now in force relating to or affecting the matters referred to therein. 
 4. Attached hereto as Exhibit D are true and complete copies of the certificates of good standing, existence or its equivalent of the Company certified as of a recent date by the appropriate
Governmental Authorities of the state of [incorporation] [organization] of the Company and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect. 







 5. The following persons are the duly elected and qualified officers of the Company, holding
the offices indicated next to the names below on the date hereof, and the signatures appearing opposite the names of the officers below are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver, on
behalf of the Company, the Credit Agreement, the Notes and the other Credit Documents to be issued pursuant thereto: 
  

					
	Name	 	Office	 	Signature
		 		 	
		 		 	
		 		 	

 This Certificate may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all
purposes to be an original signature. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, I hereunder subscribe my name effective as of the
    day of             ,     . 
  

			
	  

	Name:	 	  

	Title:	 	  



 I,
                    , the                     of
the Company, hereby certify that                     is the duly elected and qualified
                    of the Company and that his/her true and genuine signature is set forth above. 

 

			
	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 4.1(d) 

[FORM OF] 

LANDLORD WAIVER 
 Drawn by
and return to: 
 King & Spalding LLP 
 Suite 3900 
 100 North Tryon Street 
 Charlotte, North Carolina 28202-4003 
 THIS LANDLORD AGREEMENT
(this “Agreement”) is entered as of this [    ] day of [            , 20    ] by
[                    ], a [                    ]
(“Landlord”), the owner of certain real property, buildings and improvements located in [                    ], to RBS Citizens,
N.A., in its capacity as administrative agent (the “Administrative Agent”) for itself and the other lenders (the “Lenders”) providing certain credit facilities pursuant to (i) that certain Credit Agreement,
dated on or about January 31, 2012 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreement) by and among 2nd Story
Software, Inc., an Iowa corporation (the “Borrower”), the guarantors from time to time party thereto (the “Guarantors” and together with the Borrower, the “Credit Parties”), the lenders and other
financial institutions from time to time party thereto, and the Administrative Agent. 
 Recitals: 

A. The Lenders have agreed to provide the Borrower with credit facilities (the “Credit Facilities”) under the terms and
conditions of the Credit Agreement, which credit facilities are guaranteed by the Guarantors. The Credit Parties have secured the repayment of the Credit Facilities and any Bank Products (as defined in the Credit Agreement) inter alia by granting
the Administrative Agent, for the ratable benefit of the Lenders and any Bank Product Provider (as defined in the Credit Agreement), a security interest in all of the Credit Parties’ personal property, whether now owned or hereafter acquired,
including all proceeds of any of the foregoing (collectively, the “Collateral”). 
 B. Whereas Landlord is the
lessor under the lease described in Exhibit A attached hereto (the “Lease”) with [                    ] (the
“Tenant”) as lessee pursuant to which Landlord has leased certain premises to Tenant located at [                    ] (the
“Premises”). 
 C. As a condition to extending the Credit Facilities, the Lenders and the Administrative Agent
have requested that the Credit Parties obtain, and cause the Landlord to provide, a waiver and subordination, pursuant to the terms of this Agreement, of all of its rights against any of the Collateral for so long as the Credit Facilities and the
commitments to make the Credit Facilities remain outstanding. 







 NOW, THEREFORE, in consideration of the foregoing, and the mutual benefits accruing to the
Administrative Agent and Landlord as a result of the credit facilities provided by the Lenders pursuant to the Credit Agreement, the sufficiency and receipt of such consideration being hereby acknowledged, the parties hereto agree as follows:

 1. Landlord hereby subordinates in favor of the Administrative Agent, each and every party now or hereafter participating as
a Lender under the Credit Agreement and each Bank Product Provider, any and all rights or interests that Landlord, or its successors and assigns, may now or hereafter have in or to the Collateral, including, without limitation, any lien, claim,
charge or encumbrance of any kind or nature, arising by statute, contract, common law or otherwise. 
 2. Landlord hereby agrees
that the liens and security interests existing in favor of the Administrative Agent, for the ratable benefit of each and every party now or hereafter participating as a Lender under the Credit Agreement and each Bank Product Provider, shall be prior
and superior to (i) any and all rights of distraint, levy, and execution which Landlord may now or hereafter have against the Collateral, (ii) any and all liens and security interests which Landlord may now or hereafter have on and in the
Collateral, and (iii) any and all other rights, demands and claims of every nature whatsoever which Landlord may now or hereafter have on or against the Collateral for any reason whatsoever, including, without limitation, rent, storage charge,
or similar expense, cost or sum due or to become due Landlord by Tenant under the provisions of any lease, storage agreement or otherwise, and Landlord hereby subordinates all of its foregoing rights and interests in the Collateral to the security
interest of the Administrative Agent in the Collateral. Landlord deems the Collateral to be personal property, not fixtures. 

3. Upon the advance written notice from the Administrative Agent that an event of default has occurred and is continuing under the Credit
Agreement, Landlord agrees that the Administrative Agent or its delegates or assigns may enter upon the Premises at any time or times, during normal business hours, to inspect or remove the Collateral, or any part thereof, from the Premises, without
charge, either prior to or subsequent to the termination of the Lease, provided that in any event such removal shall occur no later than forty-five (45) days after the termination of the Lease. The Administrative Agent shall repair or pay
reasonable compensation to Landlord for damage, if any, to the Premises caused by the removal of the Collateral. In addition to the above removal rights, the Landlord will permit the Administrative Agent to remain on the Premises for forty-five
(45) days after the Administrative Agent gives the Landlord notice of its intention to do so and to take such action as the Administrative Agent deems necessary or appropriate in order to liquidate the Collateral, provided that the
Administrative Agent shall pay to the Landlord the basic rent due under the Lease pro-rated on a per diem basis determined on a 30-day month (provided, that such rent shall exclude any rent adjustments, indemnity payments or similar amounts payable
under the Lease for default, holdover status or similar charges). 







 4. Landlord represents and warrants: (a) that it has not assigned its claims for
payment, if any, nor its right to perfect or assert a lien of any kind whatsoever against Tenant’s Collateral; (b) that it has the right, power and authority to execute this Agreement; (c) that it holds legal title to the Premises;
(d) that it is not aware of any breach or default by the Tenant of its obligations under the Lease with respect to the Premises; and (e) the Lease, together with all assignments, modifications, supplementations and amendments set forth in
Exhibit A, represents, as of the date hereof, the entire agreement between the parties with respect to the lease of the Premises. Landlord further agrees to provide the Administrative Agent with prompt written notice in the event that
Landlord sells the Premises or any portion thereof. 
 5. The Landlord shall send to the Administrative Agent (in the manner
provided herein) a copy of any notice or statement sent to the Tenant by the Landlord asserting a default under the Lease. Such copy shall be sent to the Administrative Agent at the same time such notice or statement is sent to the Tenant. Notices
shall be sent to the Administrative Agent by prepaid, registered or certified mail, addressed to the Administrative Agent at the following address, or such other address as the Administrative Agent shall designate to the Landlord in writing:

  

									
	RBS Citizens, N.A., as Administrative Agent	 	
	[	 	  
	  		 	
	  
	  		 	
	  
	 	]	  		 	


					
	Attention:	 	  
	 	

 6. The Landlord shall not terminate the Lease or pursue any other right or remedy under the Lease by
reason of any default of the Tenant under the Lease, until the Landlord shall have given a copy of such written notice to the Administrative Agent as provided above and, in the event any such default is not cured by the Tenant within any time period
provided for under the terms and conditions of the Lease, the Landlord will allow the Administrative Agent (a) thirty (30) days from the expiration of the Tenant’s cure period under the Lease within which the Administrative Agent
shall have the right, but shall not be obligated, to remedy such act, omission or other default and Landlord will accept such performance by the Administrative Agent and (b) up to an additional sixty (60) days to occupy the Premises;
provided that during such period of occupation the Administrative Agent shall pay to the Landlord the basic rent due under the Lease pro-rated on a per diem basis determined on a thirty (30) day month (provided that such rent shall exclude any
rent adjustments, indemnity payments or similar amounts payable under the Lease for default, holdover or similar charge). 
 7.
The undersigned will notify all successor owners, transferees, purchasers and mortgagees of the Premises of the existence of this Agreement. The agreements contained herein may not be modified or terminated orally and shall be binding upon the
successors, assigns and personal representatives of the undersigned, upon any successor owner or transferee of the Premises, and upon any purchasers, including any mortgagee, from the undersigned. 







 8. This Agreement shall continue in effect during the term of the Credit Agreement, and any
extensions, renewals or modifications thereof and any substitutions therefor, shall be binding upon the successors, assigns and transferees of Landlord, and shall inure to the benefit of the transferees of Landlord, and shall inure to the benefit of
the Administrative Agent, each Lender, each Bank Product Provider and their respective successors and assigns. Landlord hereby waives notice of the Administrative Agent’s acceptance of and reliance on this Agreement. 

9. This Agreement (a) may be executed and delivered in any number of counterparts, each of which shall constitute an original and
all of which, when taken together, shall constitute one agreement and (b) may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 

10. This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. All judicial
proceedings brought by the Landlord, the Administrative Agent or the Tenant with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this
Agreement, each of the Landlord, Administrative Agent and the Tenant accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound
by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. 

11. This Agreement represents the agreement of the Landlord, Administrative Agent and the Tenant with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties by the Landlord, Administrative Agent and the Tenant relative to the subject matter hereof not expressly set forth or referred to herein. 

12. This Agreement may not be amended, modified or waived except by a written amendment or instrument signed by each of the Landlord, the
Administrative Agent and the Tenant. 
 [INSERT IF IT IS A LEASEHOLD MORTGAGE: The Landlord hereby consents to the execution and delivery by the
Tenant to the Administrative Agent for the benefit of the Lenders of a leasehold mortgage and/or deed of trust (the “Leasehold Mortgage”) which shall secure the Loans and cover the Tenant’s rights under the Lease, the leasehold
estate created thereby and all Collateral of the Tenant located on the Premises. The Landlord consents to the recording of the Lease (or a Memorandum of Lease or other summary of the Lease), the Leasehold Mortgage by the Collateral Agent, and any
Uniform Commercial Code fixture filing in connection therewith, in the real property records of the county in which the Premises is located and any other appropriate recording office.] 

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 IN WITNESS WHEREOF, Landlord and the Administrative Agent have each caused this Agreement to
be duly executed by their respective authorized representatives as of the date first above written. 
  

					
	  
	 	,
	as Landlord	 	
		
	By:	 	  

	Name:	 	  

	Title:	 	  











					
	Acknowledged and Agreed:
		
	  
	 	, as Tenant
		
	By:	 	  

	Name:	 	  

	Title:	 	  










			
	Acknowledged and Agreed:
	
	 RBS CITIZENS, N.A.,

as Administrative Agent for the Lenders

		
	By:	 	  

	Name:	 	  

	Title:	 	  









 EXHIBIT 4.1(g) 

[FORM OF] 

SOLVENCY CERTIFICATE 
  

			
	TO:	 	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	 	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	 	January 31, 2012

  
  

The undersigned [chief financial officer] of the Parent is familiar with the properties, businesses, assets and liabilities of the Credit
Parties and is duly authorized to execute this certificate on behalf of the Borrower and the Credit Parties. 
 The undersigned
certifies that he/she has made such investigation and inquiries as to the financial condition of the Credit Parties and their Subsidiaries as the undersigned deems necessary and prudent for the purpose of providing this Certificate. The undersigned
acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Certificate in connection with the making of Loans and other Extensions of Credit under the Credit Agreement. 

The undersigned certifies that the financial information, projections and assumptions which underlie and form the basis for the
representations made in this Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof. 
 BASED ON THE FOREGOING, the undersigned certifies that, both before and after giving effect to the Transactions: 
 (a) The Credit Parties are, on a consolidated basis, solvent and are able to pay their debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of
business. 
 (b) The fair saleable value of the Credit Parties’ assets, measured on a going concern basis,
exceeds all probable liabilities, including those to be incurred pursuant to the Credit Agreement. 







 (c) The Credit Parties, on a consolidated basis, do not have unreasonably
small capital in relation to the businesses in which they are or are proposed to be engaged. 
 (d) The Credit
Parties, on a consolidated basis, have not incurred, or believe that they will incur debts beyond their ability to pay such debts as they become due. 
 (e) In executing the Credit Documents and consummating the Transactions, none of the Credit Parties intends to hinder, delay or defraud either present or future creditors or other Persons to which one or
more of the Credit Parties is or will become indebted. 
 This Certificate may, upon execution, be delivered by facsimile or
electronic mail, which shall be deemed for all purposes to be an original signature. 
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BLANK] 








			
	 2ND STORY SOFTWARE, INC.,

an Iowa corporation


		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	 TAXACT HOLDINGS, INC.,
 a Delaware corporation

		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 4.1(p) 

[FORM OF] 

FINANCIAL CONDITION CERTIFICATE 
  

			
	TO:	 	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	 	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	 	January 31, 2012

  
  

Pursuant to the terms of Section 4.1 of the Credit Agreement, the undersigned officer of the Borrower, hereby certifies on behalf of
the Credit Parties and not in any individual capacity that, as of the date hereof, the statements below are accurate and complete in all respects: 
 (a) There does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other Governmental Authority affecting the Credit Agreement or the other
Credit Documents or that purports to affect any Credit Party or any of its Subsidiaries, or any Transaction, which action, suit, investigation, litigation or proceeding, in each case, could reasonably be expected to have a Company Material Adverse
Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date. 
 (b)
Immediately after giving effect to the Credit Agreement, the other Credit Documents and all Transactions contemplated to occur on the Closing Date, (i) no Default or Event of Default exists, (ii) all representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true and correct, and (iii) the Credit Parties are in pro forma compliance with each of the initial financial covenants set forth in Section 5.9 of the Credit
Agreement, as demonstrated by the financial covenant calculations set forth on Schedule A attached hereto, as of December 31, 2011. 
 (c) Immediately after giving effect to the Credit Agreement, the other Credit Documents and all Transactions contemplated to occur on the Closing Date, each of the conditions precedent in Section 4.1
have been satisfied (except to the extent the satisfaction of any such condition is subject to the judgment or discretion of the Administrative Agent or any Lender), including, without limitation: 

(i) Attached hereto as Exhibit A are true and complete copies of each Material Contract, together will all exhibits
and schedules thereto. 







 (ii) Attached hereto as Exhibit B are true and complete copies of
each Acquisition Document, as originally executed and delivered, together with all exhibits and schedule thereto. There has not been any material modification, amendment, supplement or waiver to the Acquisition Documents, without the prior written
consent of the Administrative Agent and the Acquisition shall have been consummated on or prior to the Closing Date in accordance with the terms of the Acquisition Documents (without waiver of any conditions precedent to the obligations of any party
thereto). 
 This Financial Condition Certificate may, upon execution, be delivered by facsimile or electronic mail, which shall
be deemed for all purposes to be an original signature. 
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	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 5.2(b) 

[FORM OF] 

OFFICER’S COMPLIANCE CERTIFICATE 
  

			
	TO:	  	RBS CITIZENS, N.A., as Administrative Agent
		
	RE:	  	Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc., an Iowa corporation (the “Borrower”), the Guarantors, the Lenders and RBS
Citizens, N.A., as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement)
		
	DATE:	  	[Date]

  
  

For the fiscal [quarter] [year] ended [            ,
    ]. 
 The undersigned hereby certifies on behalf of the Credit Parties that, to the best of his/her
knowledge, with respect to the Credit Agreement: 
 [(a) Attached hereto on Exhibit A
is a certificate of the independent certified public accountants reporting on the financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate.]1 

(b) The financial statements delivered for the fiscal period referred to above present fairly the financial position of
the Credit Parties and their Subsidiaries, for the period indicated above, in conformity with GAAP applied on a consistent basis. 
 (c) Each of the Credit Parties during the period indicated above observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Credit Agreement to be
observed, performed or satisfied by it. 
 (d) I have obtained no knowledge of any Default or
Event of Default under the Credit Agreement;2 

(e) Attached hereto on Schedule A are calculations in reasonable detail demonstrating compliance by the Credit
Parties with the financial covenant contained in Section 5.9 of the Credit Agreement as of the last day of the fiscal period referred to above. 

 

	1 	 To be provided annually. 



	2 	 If a Default or Event of Default shall have occurred, an explanation of such Default or Event of Default shall be provided on a separate page attached
hereto together with an explanation of the action taken or proposed to be taken by the Borrower with respect thereto. 









 (f) Attached hereto on Schedule B is a certificate including a
calculation of Excess Cash Flow, all Restricted Payments paid, all Investments (including Permitted Acquisitions), Asset Dispositions, Debt Issuances and Equity Issuances that were made during the fiscal period referred to above and amounts received
in connection with any Extraordinary Receipt during the fiscal period referred to above. 
 (g) Attached hereto
are all updated schedules required to be delivered pursuant to Section 5.2(c) of the Credit Agreement, including the following schedules: [an updated copy of [Schedule 3.3] [Schedule 3.6] [Schedule 3.12] [Schedule
3.16(a)] [Schedule 3.16(b)] [Schedule 3.16(c)] [Schedule 3.16(d)] [Schedule 3.16(e)] [Schedule 3.16(f)(i)] [Schedule 3.16(f)(ii)] [Schedule 3.23] [Schedule 3.24] to the Credit
Agreement.]* 
 This Certificate may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for
all purposes to be an original signature. 
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	*	Please provide the applicable updated schedules, to the extent required by Section 5.2 









			
	2ND STORY SOFTWARE, INC.,
	an Iowa corporation
		
	By:	 	  

	Name:	 	  

	Title: