Exhibit
10.44


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 16, 2021 (the “Third Amendment
Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online,
Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Affiliates
of the Borrowers identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial
institutions identified on the signature pages hereto (collectively, the “Lenders”), and Banc of California, N.A.,
as Administrative Agent (the “Administrative Agent”), with reference to the following facts:


 


RECITALS


 


A. The
Borrowers, the Secured Guarantors, the Lenders, and the Administrative Agent are parties to a Credit Agreement dated as of December 19,
2018, as amended by a First Amendment to Credit Agreement and Joinder dated as of January 30, 2019, and that certain Second Amendment
to Credit Agreement dated as of December 31, 2020 (collectively, the “Credit Agreement”).


 


B. The
parties wish to amend the Credit Agreement to make certain modifications as set forth below.


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


1. Defined
Terms. All initially capitalized terms used in this Amendment (including, without limitation, in the recitals to this Amendment)
without definition shall have the respective meanings assigned to such terms in the Credit Agreement.


 


2. Addition
of New Definitions. Section 1.01 of the Credit Agreement is hereby amended and supplemented by adding the following definitions
therein in appropriate alphabetical order:


 


“Index”:
initially, the Term SOFR Reference Rate; provided, however, that the Index is subject to change pursuant to Section 3.03 of this
Agreement.


 


“Relevant
Governmental Body”: means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or
a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New
York or, in each case, any successor thereto.


 


“SOFR”:
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR
Loans”: Term Loans the rate of interest applicable to which is based upon Term SOFR.


 




    1


     


    

 


“SOFR
Administrator”: means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“Spread
Adjustment”: the per annum margin set forth below, as determined by the applicable Interest Period:


 


	Interest Period	 	Spread Adjustment	 
	 	 	 	 
	One month	 	 	0.11448	%
	Three months	 	 	0.26161	%
	Six months	 	 	0.42826	%




 


Notwithstanding
the foregoing, if the SOFR Administrator, the Term SOFR Administrator, the Relevant Governmental Body or any other Governmental Authority
increases the Spread Adjustment with respect to any Interest Period, then, at Agent’s option, the applicable Spread Adjustment
hereunder shall increase by the same amount upon delivery of written notice thereof from Agent to Borrowers.


 


“Term
SOFR”: means the Term SOFR Reference Rate on the day (such day, the “Periodic Term SOFR Determination Day”)
that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator;
provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference
Rate for the applicable tenor has not been published by the Term SOFR Administrator and the Index has not been replaced under Section
3.03 of this Agreement, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator
on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator
so long as such first preceding Business Day is not more than three (3) Days prior to such Periodic Term SOFR Determination Day; provided,
further, that if Term SOFR determined as provided above shall ever be less than zero, then Term SOFR shall be deemed to be zero.


 


“Term
SOFR Administrator”: means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR
selected by the Administrative Agent in its reasonable discretion).


 


“Term
SOFR Reference Rate”: means the thirty-day average Secured Overnight Financing Rate per annum, as determined by the Term SOFR
Administrator.


 




    2


     


    

 


“Third
Amendment Effective Date” means December 16, 2021, the effective date of the Third Amendment to Credit Agreement by and among
the Borrowers, the Secured Guarantors, the Lenders and the Administrative Agent.


 


3. Amendment
of Current Definitions. Section 1.01 of the Credit Agreement is hereby further amended by amending and restating the definitions
of “Applicable Margin,” “Business Day,” “Consolidated Fixed Charge Coverage Ratio,” and “Permitted
Distributions” so that they read in their entirety as follows (deleted text is indicated by strikethrough formatting;
added text is indicated in bold, italicized and underscored type):


 


“Applicable
Margin” means, for any day, the interest rate margin per annum set forth below opposite the applicable Level then in effect
(based on the Consolidated Total Funded Debt Ratio) to be added to the Eurodollar Adjusted Rate Term SOFR:


 


	Level	 	Consolidated Total Funded Debt Ratio	 	Applicable

Margin	 
	1	 	˃ 1.50:1.00	 	 	3.25	%
	2	 	> 1.00:1.00 and ≤ 1.50:1.00	 	 	3.00	%
	3	 	≤ 1.00:1.00	 	 	2.75	%



 


Any
increase or decrease in the Applicable Margin resulting from a change in the Consolidated Total Funded Debt Ratio shall become effective
as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b);
provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon
the request of the Required Lenders, Pricing Level 1 shall apply, in each case as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following
the date on which such Compliance Certificate is delivered.


 


Notwithstanding
anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to
the provisions of Section 2.10(b). Any adjustment in the Applicable Margin shall be applicable to all Credit Extensions then
existing or subsequently made or issued.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws
of, or are in fact closed in, the state of California and any such day that is also a London Banking Day, provided,
however, that if such day relates to a SOFR Loan, the term “Business Day” excludes any day on which the Securities Industry
and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.


 




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“Consolidated
Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Adjusted EBITDA less
(ii) the aggregate amount of all non-financed cash Capital Expenditures, less (iii) the aggregate amount of federal, state, local and
foreign income taxes paid in cash, less (iv) the aggregate amount of cash distributions or dividends, in each case, of or by Holdco and
its Subsidiaries for the most recently completed Measurement Period, excluding any distribution or dividend of the type described in
clause (ii) of the definition of “Permitted Distributions” and excluding any Permitted Distributions
made on the Second Amendment Effective Date and Third Amendment Effective Date to (b) the sum of (i) Consolidated
Interest Charges to the extent paid in cash for the most recently completed Measurement Period, but excluding any such payments to the
extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 (other than the
Term Loans provided by the Lenders to the Borrowers on the Second Amendment Effective Date), plus (ii) the current portion of Capitalized
Lease obligations, plus (iii) the lesser of the outstanding principal amount of the Term Loans and the Term Loan Reduction Installment,
in each case for the most recently completed Measurement Period.


 


“Permitted
Distributions” means , the aggregate cash distributions or dividends by the Borrowers to Parent and/or Ultimate Parent being
made:


 


(i) on the Closing Date in accordance with Section 6.11;


 


(ii) with
the proceeds of any Optional Loans borrowed after the Closing Date in accordance with Section 6.11; and


 


(iii) otherwise
from time to time but, in the case of this clause (iii) only, also subject to all of the following additional requirements, (a) in no
event prior to making any mandatory prepayment, if any, due under Section 2.7(e) based upon Consolidated Excess Cash Flow for the immediately
preceding fiscal year and (b) in no event in an aggregate amount in excess of as applicable, (1) $30,000,000 in one distribution on the
Second Amendment Effective Date, (2) $0 in 2021$15,000,000 in one distribution on the Third Amendment Effective
Date in 2021, (3) $5,000,000 in 2022, (4) $8,000,000 in 2023, (5) $8,000,000 in 2024, (6) $8,000,000 in 2025, which are,
in turn, distributed to the holders of Parent’s and/or Ultimate Parent’s Equity Interests so long as the Borrowers shall
have delivered to Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, (x) except with respect
to the distributions on the Second Amendment Effective Date and Third Amendment Effective Date,
the audited financial statements required by Section 6.01(b) for Borrowers’ immediately preceding fiscal year and (y) evidence
that immediately before and after giving effect to such dividends or distributions (A) no Event of Default shall have occurred and be
continuing at the time thereof or result therefrom, (B) the Loan Parties are in Pro Forma Compliance with each of the financial covenants
set forth in Section 7.11 and (C) the Borrowers have aggregate balance sheet cash (or solely in the case of the distribution in
the amount of $30,000,000 permitted to be made on the Second Amendment Effective Date, a combination of aggregate balance sheet cash
and unused Term Loan proceeds) of at least $5,000,000.


 




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4. Deletion
of Certain Definitions. Section 1.01 of the Credit Agreement is hereby amended to delete in their entirety the definitions
of “Eurodollar Rate,” “Eurodollar Adjusted Rate,” “Eurodollar Reserve Requirements,” “LIBOR
Rate,” and “London Banking Day.”


 


5. Replacement
of Eurodollar Rate with Term SOFR.


 


A.
Amendment of Section 2.01. Section 1.07 of the Credit Agreement is hereby amended and restated so that it reads in its
entirety as follows (deleted text is indicated by strikethrough formatting; added text is indicated in bold,
italicized and underscored type):


 


The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “Eurodollar
Rate” “Term SOFR” or with respect to any comparable or successor
rate thereto.


 


B.
Amendment of Section 2.01(b). The Credit Agreement is hereby amended by amending and restating Section 2.01(b) so that it reads
in its entirety as follows (deleted text is indicated by strikethrough formatting; added text is indicated in bold, italicized and underscored
type):


 


(b) Subject
to Sections 3.02 and 3.03, all Term Loans shall be LIBOR SOFR Loans.


 


C. Amendment
of Section 2.10. Section 2.10(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows
(deleted text is indicated by strikethrough formatting; added text is indicated in bold, italicized and underscored
type):


 


“(a) Interest.
Subject to the provisions of Section 2.10(b), each Term Loan shall bear interest on the outstanding principal amount thereof
for each day during each Interest Period from the applicable borrowing date at a rate per annum equal to the greater of: (i) the
Eurodollar Rate Term SOFR for such Interest Period, plus the Applicable Margin,
plus the Spread Adjustment or (ii) 3.00%.”


 






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D. Amendment
of Section 3.02, The Credit Agreement is hereby amended by amending and restating Section 3.02 to read in its entirety as
follows (deleted text is indicated by strikethrough formatting; added text is indicated in bold, italicized
and underscored type):


 


3.02 Illegality.


 


If
any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its Lending Office to maintain its Term Loan as a loan whose interest is determined by reference to the Eurodollar
Rate Term SOFR, or to determine or charge interest rates based upon the Eurodollar Rate
Term SOFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase
or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through
the Administrative Agent, (a) any obligation of such Lender to continue its Term Loan as a loan whose interest is determined by
reference to the Eurodollar Rate Term SOFR shall be suspended until such Lender notifies the Administrative
Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the
Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert the Term Loan
of such Lender to a loan whose interest is determined by reference to the Base Rate either on the last day of the Interest Period therefor,
if such Lender may lawfully continue to maintain its Term Loan as a loan whose interest is determined by reference to the Eurodollar
Rate Term SOFR to such day, or immediately, if such Lender may not lawfully continue to maintain its Term
Loan as a loan whose interest is determined by reference to the Eurodollar Rate Term SOFR and (ii) if
such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate
Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable
to such Lender until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine
or charge interest rates based upon the Eurodollar Rate Term SOFR. Upon any such prepayment or conversion,
the Borrowers shall also pay accrued interest on the amount so prepaid or converted.


 


E. Amendment
of Section 3.03. The Credit Agreement is hereby amended by amending and restating Section 3.03 in its entirety to read as follows:


 


3.03
 Index Cessation.


 


(a) 
If at any time Administrative Agent reasonably believes or reasonably determines that (i) the pre-replacement Index has been or will
imminently be discontinued for any reason, (ii) the pre-replacement Index will not adequately and fairly reflect the cost to Administrative
Agent and the Lenders of maintaining or funding loans based on the pre-replacement Index, (iii) the pre-replacement Index is not widely
used as a benchmark Index or is no longer an industry-accepted reference rate for similarly situated loans to the Term Loans, (iv) adequate
and fair means do not exist for Administrative Agent to ascertain the pre-replacement Index or the pre-replacement Index is no longer
being published by a reliable source reasonably available to and used by Administrative Agent, (v) regulatory changes (meaning a change
in any applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of
the relevant benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, monetary or other authority
having jurisdiction over each Lender or its lending office) make it unlawful or commercially unreasonable for the Administrative Agent
to use the pre-replacement Index as the Index for purposes of determining the interest rate or (vi) the administrator of the pre-replacement
Index or a governmental authority having jurisdiction over Administrative Agent and the Lenders has made a public statement identifying
a specific date after which the pre-replacement Index shall no longer be used for determining interest rates for loans, then Administrative
Agent shall use reasonable efforts to select a replacement Index that Administrative Agent in good faith believes is a practical means
of preserving the parties’ intent relative to the economics of the pre-replacement Index.


 




    6


     


    

 


(2) In
the event that Administrative Agent determines a replacement Index, which determination shall be conclusive, in order to account for
the relationship of the replacement Index to the pre-replacement Index, Administrative Agent shall also determine, which determination
shall be conclusive, any change necessary to the percentage points (“Margin”) to be added or subtracted to the replacement
Index necessary to ensure that the replacement method will measure interest rates in a manner similar to the pre-replacement Index, and
for the avoidance of doubt, any such change to the Margin shall not reduce the interest rate in effect as of the date of such Index replacement.


 


(3) In
selecting such replacement Index and Margin, Administrative Agent may give due consideration to (i) the recommendation of a replacement
Index or Margin adjustment, or method of calculating or determining such replacement Index or Margin by the regulatory entities with
jurisdiction over Administrative Agent and Lenders or a committee officially endorsed or convened by the regulatory entities, (ii) any
evolving or industry-accepted means for determining an Index and Margin, or method of calculating or determining such Index and Margin,
for the replacement of the Index and Margin with the replacement Index and Margin, (iii) the then prevailing market convention for determining
an Index rate of interest for commercial loans that are comparable to Administrative Agent’s commercial loans at that time, and
(iv) a similar rate Index from other sources deemed to be reasonably reliable by and available to Administrative Agent.


 


(4) To
the extent a replacement Index and Margin are so designated, the replacement Index and Margin shall be applied in a manner consistent
with market practice; and, to the extent such market practice is not administratively feasible for Administrative Agent, such replacement
Index and Margin shall be applied in a manner as otherwise reasonably determined by Administrative Agent.


 


(5) Reasonably
promptly after such determination by Administrative Agent, Administrative Agent may, by notice to Borrowers, amend this Agreement (without
the need for any action or consent by Borrowers) (i) to replace the Index with the replacement Index selected, (ii) amend the Margin
to be added to the Index, and (iii) state the date upon which the replacement Index and Margin shall be effective. Upon the operative
date, the replacement Index and Margin shall then be deemed the Index and Margin for all purposes of this Agreement. To the extent practicable,
the interest rate based on the replacement Index plus or subtract the Margin, as it may be adjusted, will be substantially equivalent
to the interest rate plus or subtract the Margin previously in effect as of the date of the replacement of the Index and Margin.


 


(6) Borrowers
understand that Administrative Agent may make loans to other borrowers based on other rates as well. A different replacement Index and
Margin may be selected for different types of loans and transactions. Borrowers acknowledge that the discontinuation of pre-replacement
Index is a future event over which neither Administrative Agent nor Borrowers have influence but which will necessarily affect such Index
and Margin. Borrowers acknowledge that the interest rate resulting from replacement Index and Margin will differ from pre-replacement
Index and Margin.


 


(7) Borrowers
agree that Administrative Agent shall not be liable in any manner for its selection and implementation of a replacement Index and Margin,
provided that Administrative Agent makes such selection in good faith and implementation consistent with market practice, or if not feasible,
as reasonably determined by Administrative Agent.


 




    7


     


    

 


(8) The
replacement Index and Margin shall remain in effect from the effective date set forth in such notice until the maturity date, unless
such an instance occurs where the replacement Index is no longer available, then the same process described in this section shall apply.


 


F.Amendment
of Section 3.04. Section 3.04 of the Credit Agreement is hereby amended by (i) deleting “;Reserves on Eurodollar Rate
Loans” from the heading thereof, (ii) deleting “the London” from clause (a) (iii) thereof, and (iii) amending
and restating clause (e) thereof in its entirety to read as follows: “(e)Reserved.”


 


G. Amendment
of Section 3.05. The Credit Agreement is hereby amended by amending and restating the last paragraph of Section 3.05 to read
in its entirety as follows (deleted text is indicated by strikethrough formatting; added text is indicated in bold, italicized
and underscored type):


 


For
purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed
to have funded its Term Loan at Term SOFR the Eurodollar Rate for such Term Loan by a matching deposit
or other borrowing in the London an interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Term Loan was in fact so funded.


 


6.Mandatory
Prepayments from Consolidated Excess Cash Flow. Section 2.07 of the Credit Agreement is hereby amended by amending and
restating subsection (f) thereof as follows (deleted text from subsection (f) is indicated by strikethrough formatting;
added text to subsection (f) is indicated in bold, italicized and underscored type):



“(f)The Borrowers shall prepay the outstanding principal amount of the Term Loans in an amount equal to 25% of Consolidated
Excess Cash Flow for each fiscal year commencing with the fiscal year ending December 31, 2020 (but excluding the fiscal year
ending December 31, 2021), provided that any voluntary prepayment of the Term Loans made by the Borrowers pursuant
to Section 2.06 that is applied to the principal amount of the Term Loans in the inverse order of maturity shall be credited toward,
and shall reduce dollar-for dollar, the amount of the Borrowers’ required mandatory principal payments pursuant to this Section
2.07(f). Each mandatory prepayment amount hereunder shall be payable within five (5) days after the Borrowers’ delivery to
the Administrative Agent of the audited financial statements referred to in and required by Section 6.01(b) for such fiscal year
but in any event not later than one hundred twenty-five (125) days after the end of each such fiscal year. 


 


7. Amendment
of Exhibit O. Exhibit O of the Credit Agreement is hereby amended to replace the reference to “Eurodollar Rate Loans”
with “SOFR Loans”.


 


8. Commitment
Fee for Term Loans. On the Third Amendment Effective Date, the Borrowers shall pay to the Administrative Agent, for the ratable
benefit of the Lenders, a one-time, non-refundable and fully earned commitment fee equal to fifteen (15) basis points times the
aggregate outstanding principal amount of the Term Loans as of the Third Amendment Effective Date (i.e., a fee of $88,374.41).


 




    8


     


    

 


9. Conditions
Precedent. This Amendment shall be effective on the Third Amendment Effective Date subject to the satisfaction of each of the
following conditions:


 


(i) This
Amendment. The Administrative Agent shall have received this Amendment, duly executed by the Borrowers, the Secured Guarantors, and
the Lenders;


 


(ii) Officer’s
Certificate. The Administrative Agent shall have received an Officer’s Certificate dated the Third Amendment Effective Date,
certifying as to the Organization Documents of each Borrower (which, to the extent filed with a Governmental Authority, shall be certified
as of a recent date by such Governmental Authority), the resolutions of the governing body of each Borrower, the good standing, existence
or its equivalent of each Borrower and of the incumbency (including specimen signatures) of the Responsible Officers of each Borrower;


 


(iii) Acknowledgment
of Guaranties by Parent and Ultimate Parent. Parent and Ultimate Parent shall have executed the Acknowledgment of Parent and Ultimate
Parent Guarantors attached to this Amendment;


 


(iv) Fees.
The Administrative Agent shall have received payment from Borrowers, for the benefit of the Lenders, of the Commitment Fee required by
Section 9 hereof, and the Administrative Agent shall have received all fees owing pursuant to a separate fee letter agreement between
the Administrative Agent and the Borrowers;


 


(v) Expenses.
The Administrative Agent shall have received payment from the Borrowers of all costs and expenses (including, without limitation, the
reasonable fees and expenses of Buchalter, P.C., outside counsel to the Administrative Agent) incurred by the Administrative Agent in
connection with this Amendment, to the extent invoiced on or before the Third Amendment Effective Date;


 


(vi) Representations
and Warranties. The representations and warranties of the Borrowers and each other Loan Party contained in Article II
or Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (without
duplication of any materiality qualifier contained therein) on and as of the Third Amendment Effective Date, except (i) that for
purposes of this Section 4.01(p), the representations and warranties contained in Sections 5.05(a) and (b)
shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(b), respectively; and (ii) to
the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date;


 


(vii) Default.
No Default shall exist, or would result from the Term Loans or from the application of the proceeds thereof;


 


(viii) Other
Documents. All other documents provided for herein or which the Administrative Agent or any other Lender may reasonably request or
require; and


 


(ix) Additional
Information. Such additional information and materials which the Administrative Agent and/or any Lender shall reasonably request
or require.


 




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10. Reaffirmation
and Ratification. The Borrowers and the Secured Guarantors hereby reaffirm, ratify and confirm the Obligations under the Credit
Agreement and acknowledge that all of the terms and conditions of the Credit Agreement, as amended hereby, remain in full force and effect.


 


11. Integration.
This Amendment constitutes the entire agreement of the parties in connection with the subject matter hereof and cannot be changed
or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter
hereof, if any, are merged into this Amendment.


 


12. Counterparts;
Electronic Signatures. This Amendment may be executed in multiple counterparts, each of which when so executed and delivered
shall be deemed an original, and all of which, taken together, shall constitute but one and the same agreement. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”)
format shall be effective as delivery of a manually executed counterpart of this Amendment. The parties may deliver executed copies of
the documents required by Section 12 to the Administrative Agent on the Third Amendment Effective Date. The parties shall deliver the
originals of such documents to the Administrative Agent no later than thirty (30) days after the Third Amendment Effective Date.


 


13. Governing
Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws (as opposed to the
conflicts of law principles) of the State of California.


 


[Rest
of page intentionally left blank; signature pages follow]


 




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


 


	 	BORROWERS:
	 	 	 
	 	BRPI ACQUISITION CO LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Kenny Young
	 	Name:	Kenny
    Young
	 	Title:	CEO
	 	 	 
	 	UNITED ONLINE, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Kenny Young
	 	Name:	Kenny
    Young
	 	Title:	CEO
	 	 	 
	 	YMAX CORPORATION,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Kenny Young
	 	Name:	Kenny
    Young
	 	Title:	CEO


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	SECURED GUARANTORS:
	 	 	 
	 	NETZERO, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	JUNO ONLINE SERVICES, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	JUNO INTERNET SERVICES, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	CLASSMATES MEDIA CORPORATION, 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	NETZERO MODECOM, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	NETZERO WIRELESS, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	UNITED ONLINE ADVERTISING NETWORK, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	UNITED ONLINE WEB SERVICES, 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	MAGICJACK HOLDINGS CORPORATION, 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	BROADSMART HOLDING CO INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	MAGICJACK VOIP SERVICES, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	MAGICJACK LP, 
	 	a Delaware limited partnership
	 	 	 
	 	By:	MAGICJACK
    HOLDINGS CORPORATION,
	 		its
    General Partner 
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	YMAX COMMUNICATIONS CORP. OF VIRGINIA, 
	 	a Virginia corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President
	 	 	 
	 	MAGICJACK SMB, INC., 
	 	a Florida corporation
	 	 	 
	 	By:	/s/
    Ananth Veluppillai
	 	Name:	Ananth
    Veluppillai
	 	Title:	President


  


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Amendment to Credit Agreement


 




     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	BANC OF CALIFORNIA, N.A.,
	 	as Administrative Agent
	 	 	 
	 	By:	/s/
    Carlos Ramos
	 	Name:	Carlos
    Ramos
	 	Title:	SVP
    – Market Manager


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	LENDERS:
	 	 	 
	 	BANC OF CALIFORNIA, N.A.
	 	 	 
	 	By:	/s/
    Carlos Ramos
	 	Name: 	Carlos
    Ramos
	 	Title:	SVP
    – Market Manager


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	UMPQUA BANK
	 	 	 
	 	By:	/s/
    Justin Dargavel
	 	Name: 	Justin
    Dargavel
	 	Title:	Senior
    Vice President


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	BANKUNITED, N.A.
	 	 	 
	 	By:	/s/
    Arthur Rhatigan
	 	Name:	Arthur
    Rhatigan
	 	Title:	SVP


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	BANK HAPOALIM B.M.
	 	 	 
	 	By:	/s/
    John Yoler
	 	Name:	John
    Yoler, EVP
	 	Title:	 
	 	 	 
	 	By:	/s/
    Thomas J. Vigna
	 	Name: 	Thomas
    J. Vigna
	 	Title:	SVP


 


Third
Amendment to Credit Agreement


 




     


     


    

 


	 	CITY NATIONAL BANK
	 	 	 
	 	By:	/s/
    Sandy Lee
	 	Name:	Sandy
    Lee
	 	Title:	Senior
    Vice President


 


Third
Amendment to Credit Agreement


 




     


     


    

 


ACKNOWLEDGMENT
OF PARENT AND


ULTIMATE
PARENT GUARANTORS


 


The
undersigned (the “Parent and Ultimate Parent Guarantors”) hereby acknowledge and agree to the attached Third Amendment
to Credit Agreement (the “Third Amendment”), including, without limitation, the Term Loans to me made by the Lenders
to the Borrowers thereunder. The Parent and Ultimate Parent Guarantors acknowledge and reaffirm their obligations owing to the Secured
Parties under their respective unconditional guaranties (collectively, the “Guaranties”), and the Parent and Ultimate
Parent Guarantors agree that their respective Guaranties are and shall remain in full force and effect notwithstanding the Third Amendment.
Although the Parent and Ultimate Parent Guarantors have been informed of the matters set forth herein and have acknowledged and agreed
to the same, the Parent and Ultimate Parent Guarantors understand that neither the Administrative Agent nor any other Secured Party has
any obligation to inform the Parent and Ultimate Parent Guarantors of such matters in the future nor any obligation to seek the Parent
and Ultimate Parent Guarantors’ acknowledgement or agreement to future amendments, consents or waivers with respect to the Credit
Agreement, and nothing herein shall create such a duty.


 


All
initially capitalized terms used in this Acknowledgment of Guarantors shall have the respective meanings set forth for such terms in
the Credit Agreement referred to in the Third Amendment.


 


	Dated:
    As of December 16, 2021	B. RILEY PRINCIPAL INVESTMENTS, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Kenny Young
	 	Name:	Kenny
    Young
	 	Title:	CEO
	 	 	 
	 	B. RILEY FINANCIAL, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Phillip J. Ahn
	 	Name:	Phillip
    J. Ahn
	 	Title:	CFO


 


Acknowledgment
of Parent and Ultimate Parent Guarantors


(Third
Amendment to Credit Agreement)