Form 8-K ALJ REGIONAL HOLDINGS For: Apr 01

EXHIBIT 2.2

AMENDMENT TO

ASSET PURCHASE AGREEMENT

This Amendment to Asset Purchase Agreement (this “Amendment”) is made and entered into effective as of April 1, 2022, by and among ALJ Regional Holdings, Inc., a Delaware corporation, Faneuil, Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Parent, TTEC Government Solutions, LLC, a Colorado limited liability company and TTEC Holdings, Inc., a Delaware corporation and direct parent entity of Purchaser. The parties to this Amendment may be referred to herein each individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties entered into that certain Asset Purchase Agreement dated as of December 21, 2021 (the “Agreement”);

WHEREAS, the Parties have agreed to withhold a portion of the Purchase Price (as defined in the Agreement) until consents are received from the applicable counterparty to transfer the Transferred Contracts set forth on Schedule A (the “Delayed Consents”); and

WHEREAS, the Parties wish to amend and modify certain provisions of the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows.

1.Amendments to Agreement. Capitalized terms used but not defined herein shall have the same meaning as used in the Agreement.

“Closing Date Payment” means one hundred forty-two million three hundred thousand dollars ($142,300,000) less the Indemnification Escrow Amount.”

“Excluded Assets” means all assets of the Company or any of its Subsidiaries other than the Purchased Assets, and shall expressly include any of the rights, properties or assets set forth below (whether or not they would otherwise constitute Purchased Assets):

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“Acceleration of the Call Right.  In the event Parent or the Company receives from a Third Party (including those parties set forth in Schedule 2.08(e), the “Restricted Parties”), during the Option Period, a bona fide written acquisition proposal for any or all of the Other Verticals or Vistio, which, taking into account all legal, financial, tax, regulatory, timing and other aspects of the proposal and the person making such proposal, is reasonably likely to be consummated in accordance with its terms (the “Other Proposal”), the Company shall deliver to Purchaser a written notice (a “Right of First Offer Notice”) which shall specify (i) the Company’s assets targeted by the Other Proposal, (ii) the name of the Person having issued the Other Proposal and (iii) the terms of the Other Proposal, including a description of the consideration offered, the proposed timing for completion of the acquisition and material conditions to the purchaser’s obligation to close, and a copy of any documents or agreements delivered in connection with the Other Proposal.  For a period of thirty (30) calendar days following the date of the Right of First Offer Notice (the “Right of First Offer Period”), Purchaser may (but shall not be obligated to) deliver a written notice to the Company electing to exercise the Call Right with respect to the Other Vertical(s) subject to the Other Proposal (an “Acceptance Notice”); provided, however, that if the consideration offered in the Other Proposal is lower than the Call Option Price or the Vistio Call Option Price, as applicable, and is determined to be fair and reasonable by the board of directors of Parent, and subject to applicable Law (in the sole discretion of Parent) then, for purposes of this Section 2.08(e), the Call Option Price or Vistio Call Option Price, as applicable, shall be reduced to the consideration offered in the Other Proposal.  If Purchaser does not deliver an Acceptance Notice during the Right of First Offer Period, the Option Period shall terminate with respect to such Other Vertical(s) and Purchaser shall be deemed to have waived its purchase rights in connection with this Section 2.08.  If the Other Proposal is not consummated within ninety (90) days or such shorter period of time as set forth in the Right of First Offer Notice, or any of the material terms in the Other Proposal change following Purchaser’s waiver of its purchase rights in connection with this Section 2.08, then the sale of such Other Vertical(s) or Vistio shall be subject to the provisions of this Section 2.08(e) again.  The Parties shall endeavor in good faith to enter into definitive agreements with respect to the transfer of the Other Verticals and/or Vistio no later than ninety (90) calendar days after the delivery of an Acceptance Notice after Purchaser has access to the dataroom with customary due diligence information that is substantially complete, during which period Purchaser shall have the exclusive right to purchase the Other Verticals and/or Vistio (the “Acceleration Exclusivity Period”).  The Parties agree that such acquisition shall be subject to proper due diligence of the Other Verticals and/or Vistio on an arms-length basis and any such Acceleration Exclusivity Period shall be extended as needed to complete such diligence, provided good faith efforts from the Company to provide necessary information to complete diligence. The Parties hereby agree that in the event the Company receives and closes on an Other Proposal from a Restricted Party, such transaction

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shall be subject to an express guaranty providing for all prices of services and licenses related to Visto to be locked for a period of time and providing further that all annual adjustments of such prices will be equal to the percentage average increase or decrease in the Consumer Price Index-All Urban (CPI-U) over the prior twelve (12) months, in perpetuity so long as the applicable contract(s) remain enforceable.”

“In order that Purchaser may have and enjoy the full benefit of the Business, Parent and the Company agree that, for a period beginning on the Closing Date for each of the Business, the Other Verticals and Vistio and ending on the fifth anniversary thereof for each such acquisition as applicable, Parent and the Company shall not, and shall cause their respective Affiliates not to, without the prior written consent of Purchaser, (i) engage, directly or indirectly, in any Competing Business; or (ii) acquire more than 5% of the outstanding equity interests based on assets, voting power or equity interests in any Business Competitor. Notwithstanding the foregoing, neither Parent or the Company, nor any of their respective Affiliates, shall be precluded from (1) engaging in the Retained Business, and reasonably expected or foreseeable extensions of those businesses and the products developed or sold, and the services developed or provided in connection therewith; (2) acquiring (in whole or in part), merging with or consolidating with any Person which, at the time of the Parties’ agreement to enter into such transaction is not a

Business Competitor; or (3) continuing to provide services under the NY Metro Agreements until such time as the NY Metro Agreement are assigned to Purchaser. For the avoidance of doubt, the NY Metro Agreements shall remain as “Retained Business” under the Purchase Agreement until such time as consent to assignment of the NY Metro Agreements to Purchaser are obtained (and in perpetuity if not obtained.).”

“(b)Notwithstanding anything contained herein to the contrary, the Company and Parent shall not be obligated to indemnify Purchaser Indemnified Parties pursuant to the IT Indemnity for aggregate Qualified IT Expenses, when added to aggregate Qualified Real Property Expenses, in excess of the amount set forth in Schedule 10.01.”

“(b)Notwithstanding anything contained herein to the contrary, the Company and Parent shall not be obligated to indemnify Purchaser Indemnified Parties pursuant to the Real Property Indemnity for aggregate Qualified Real Property Expenses, when added to aggregate Qualified IT Expenses, in excess of the amount set forth in Schedule 10.01.”  

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3.Miscellaneous. The provisions of Article XI (Miscellaneous) of the Agreement shall apply to this Amendment mutatis mutandis. To the extent of any conflict between the Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control, and any conflicting terms and provisions of the Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof.

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THIS AMENDMENT shall be deemed entered into as of the date first written above.

ALJ REGIONAL HOLDINGS, INC.

By: /s/ Jess Ravich

Name:  Jess Ravich

Title: Chief Executive Officer

FANEUIL, INC.

By: /s/ Anna Van Buren

Name: Anna Van Buren

Title: Chief Executive Officer

THIS AMENDMENT shall be deemed entered into as of the date first written above.

TTEC GOVERNMENT SOLUTIONS, LLC

By: /s/ Regina Paolillo

Name: Regina Paolillo

Title: President

TTEC HOLDINGS, INC.

By: /s/ Regina Paolillo

Name: Regina Paolillo

Title: Global Chief Operating Officer

EXHIBIT 10.1

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “Agreement”), dated as of April 1, 2022, is made by and between Faneuil, Inc., a Delaware corporation (“Provider”) and TTEC Government Solutions, LLC, a Colorado limited liability company (“Recipient”).

Recitals

A.Provider and Recipient are parties to that certain Asset Purchase Agreement, dated as of December 21, 2021 (the “Purchase Agreement”), pursuant to which, among other things, Provider has agreed to sell and assign to Recipient, and Recipient has agreed to purchase and assume from Provider, the Purchased Assets and Assumed Liabilities of Provider on the terms and subject to the conditions of the Purchase Agreement. All capitalized terms used herein (or in any Schedule hereto) but not defined herein have the meanings given to them in the Purchase Agreement.  

B.Recipient desires to receive from Provider, and Provider is willing to provide, or cause to be provided through its Affiliates, to Recipient, certain transition services as set forth herein during the period set forth herein following the closing of the transactions contemplated by the Purchase Agreement.

Agreement

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Transition Services.  

(a)Applicable Transition Services. Upon the terms and subject to the conditions contained herein and in the schedules attached hereto, Provider shall provide, or cause to be provided through its Affiliates, to Recipient the services (each a “Transition Service” and collectively, the “Transition Services”) specified on an applicable service schedule attached hereto (each such schedule, a “Service Schedule”), for the period of time specified thereon, unless a Transition Service is earlier terminated or extended in accordance with the terms hereof. During the term of this Agreement, the parties agree to negotiate in good faith additional Service Schedules as may be agreed by the parties in response to any reasonable request by the other party for access to any additional services that are necessary for the operation of the Business or the Other Verticals, as applicable, in the manner it was operated as of the Closing Date. Any such additional services so provided by Provider shall constitute Transition Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on a Service Schedule as of the date hereof. Following the execution of this Agreement, Recipient agrees to use Commercially Reasonable Efforts to make a transition of each Transition Service to its own internal organization or to obtain alternate third-party sources to provide the Transition Services.

(b)Subcontracting of Transition Services. Recipient acknowledges and agrees that Provider, upon prior written consent from Recipient, may provide any or all of the Transition Services, in whole or in part, to Recipient directly or through one or more of its Affiliates or through one or more third-party subcontractors, provided that (1) such third-party service providers were routinely utilized prior to the date of execution of the Purchase Agreement (the “Effective Date”) to provide such services to the Business, or (2) such third-party providers are reasonably necessary to the efficient performance of any such Transition Services (“Reasonably Necessary 3^rd Party Providers”). Recipient shall be deemed to have provided prior written consent hereby to the third-party subcontractors listed in Exhibit A. Provider shall have no liability or responsibility for the provision to Recipient of Transition Services to be performed by any third-party service provider or subcontractor included in Exhibit A from and after the Closing Date other than to the extent of InfoSec Transition Services performed by third-party subcontractors and where Provider would have been liable to Recipient if it had provided such InfoSec Transition Services as set forth in Section 1(f) below. To the extent Provider subcontracts any Transition Services to Reasonably Necessary 3rd Party Providers (other than reasonably necessary third-party service providers hired pursuant to Section 3(d) below), Provider shall be responsible for the Transition Services so provided as stated in Section 1(d), 1(e), and 1(f) of this Agreement. To the extent technology, software, information systems or other property (collectively, “Technology”) of third parties licensed by or made available to Provider or its Affiliates, each of which is listed in Exhibit A, is used by Recipient in connection with Transition Services, Recipient shall comply in all material respects with the terms of Provider’s or its Affiliates’ (as applicable) agreements with such third parties (the “Third Party Agreements”), provided that all the relevant terms of such Third Party Agreements have been disclosed by Provider to Recipient. If and to the extent that Provider assigns an agreement with a third-party service provider or subcontractor to Recipient, which third-party service provider or subcontractor is reasonably necessary for the provision to Recipient of Transition Services, Recipient hereby grants to Provider full right and license to administer such agreement with such third-party service provider or subcontractor for the provision to Recipient of Transition Services during the Transition Period.

(c)Performance; No Conflicts. After due inquiry, to the knowledge of Provider, its performance hereunder including the rights granted by Provider to Recipient to access and use its licenses, leases, Third Party Agreements, and other agreements to which Provider or its Affiliates are a party is not in violation of or in conflict with any such licenses, leases, Third Party Agreements, and other agreements. In connection with providing the Transition Services to Recipient, Provider shall not be required to perform any actions which, in Provider’s reasonable judgment, could conflict with or result in a breach or violation of any license, lease, Third Party Agreements, or other agreement to which Provider or its Affiliates is a party or any applicable Law. Provider shall notify Recipient as soon as is reasonably practicable of any such conflict, breach, or violation that is likely to result in a change in the Transition Services and Provider shall use Commercially Reasonable Efforts to provide the Transition Services to Recipient in such a manner as to not result in any such conflict, breach, or violation.

(d)General Standard of Care.  Provider will provide, or cause to be provided, to Recipient the Transition Services in substantially the same manner and at substantially the same level (including as to frequency, capability, capacity and functionality) as how such Transition

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Services were performed in the ordinary course by Provider or its Affiliates to the Business, as applicable, prior to the date of execution of the Purchase Agreement (and such service levels, the “Performance Standards”).

(e)Standard of Care for Transition Services (Other Than InfoSec Transition Services); Indemnification. In the event that Recipient incurs any Loss as a result of the provision of Transition Services (other than in respect of InfoSec Transition Services – which are addressed in Section 1(f) below) and such Loss is the direct result of the negligence of Provider in providing the Transition Services, Provider shall indemnify Recipient for such Loss upon reasonable notice and documentation thereof (following a reasonable opportunity to investigate and verify such Loss) and provided that Recipient uses its Commercially Reasonable Efforts to mitigate any such Loss.

(f)Standard of Care for InfoSec Transition Services; Indemnification.  In the event that Recipient incurs any Loss as a result of (i) Provider’s failure to comply with any requirements of client contracts related to information technology or data security or (ii) the provision of Transition Services under Schedule 1 (IT/InfoSec Services), including, without limitation, any applicable data privacy laws in the jurisdictions where the information security services are utilized by Recipient (“InfoSec Transition Services”), Provider shall indemnify Recipient for such Loss upon reasonable notice and documentation thereof (following a reasonable opportunity to investigate and verify such Loss) and provided that Recipient uses its Commercially Reasonable Efforts to mitigate any such Loss.

(g)Certain Limits on Liability. Notwithstanding clauses (e) and (f) above, (i) “Loss” shall not be deemed to include any loss, liability, claim, damage, action, fine, penalty, cost or expense resulting from obligations arising from agreements, amendments or other documents entered into between Recipient and Recipient clients from and after the Closing Date and (ii) any incurrence of any penalties related to service levels or key performance indicators after the Closing Date shall be the sole responsibility of Recipient.

(h)Business Associate Agreement.  The Parties shall comply with the terms of the Business Associate Addendum attached hereto as Exhibit B.

(i)No Representations or Warranties.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, EACH OF THE PARTIES MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSITION SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(j)Key Contacts.  During the term of this Agreement (including any extensions thereof), each party shall provide the other with the names and contact information of an employee who will serve as the primary point of contact for such party with respect to each specific Transition Service as such Transition Service is described in the Service Schedule (referred to herein as the “Primary Employee” of Provider or Recipient, respectively), and one who will serve as a secondary point of contact for such party with respect to Transition Services and an alternative

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point of contact if the Primary Employee is unavailable (referred to herein as the “Secondary Employee” of Provider or Recipient, respectively).  

(k)Cooperation.  Provider and Recipient agree (and shall cause their respective Affiliates and the officers, employees, agents, and representatives of themselves and their respective Affiliates) to exercise Commercially Reasonable Efforts to cooperate, to provide such information, and to take such actions in good faith and as may be reasonably required to assist each other to implement or give effect to this Agreement.

(l)Accommodation; Changes to the Business.  Recipient acknowledges and agrees that Provider is providing the Transition Services, or causing the Transition Services to be provided, to Recipient in connection with entry into the Purchase Agreement, and that Provider is not a commercial provider of such services. Recipient further acknowledges and agrees that in the event that Recipient makes or plans to make any material changes to the Business (as the Business existed as of the Effective Date) that materially increase Provider’s or its Affiliate’s burden, the parties shall meet to discuss such additional burdens and the costs associated therewith and Provider shall respond in good faith to any reasonable request by Recipient for the continuation of such Transition Services, necessary for the operation of the Business , at a price to be agreed upon after good faith negotiations between the parties.

(m)No Assignment of Provider Property or Rights.  This Agreement shall not constitute an assignment, sale or transfer of any Technology, Third Party Agreements, Intellectual Property or Licensed Rights of Provider or its Affiliates.

(n)Software Applications. Provider shall provide Recipient with access to each third-party software application licensed by Provider and its Affiliates that is currently used by Provider or its Affiliates in the provision of the Transition Services (including each third-party software application listed on Exhibit C (collectively, the “Transition Software”)), until the date that the license is transferred to Recipient or Recipient obtains its own license (at its sole cost and expense) and correspondingly reduces any licenses held by Provider with respect to such software application. Recipient agrees to use Commercially Reasonable Efforts to cause to be transferred or otherwise to obtain its own license with respect to such software applications and correspondingly to reduce any licenses held by the Provider with respect to such software applications. The Provider and its Affiliates agrees to assume all risk and liability in connection with its use of such software applications.

2.Transition Period. With respect to each Transition Service, Provider shall provide or cause to be provided such Transition Service to Recipient during the period (the “Transition Period”) that shall commence on the Effective Date and shall continue for the transition period set forth in each Service Schedule for that Transition Service unless such Transition Service is otherwise terminated by Recipient, or as provided in Section 12 or agreed to in writing by the parties.  

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3.Billing and Reimbursement.

“Direct Costs” shall comprise those items set forth on Exhibit D under the tab “Invoice 1 – Direct Costs,” specifically:

Cost of Goods Sold +SG&A

(-) Corporate Overhead Costs Represented in Invoice 2

(-) Shared Facility Leases

(-) IT TSA Expenses (Non-People)

(-) Vistio Cost

“Corporate Overhead Costs” shall comprise those items set forth on Exhibit D under the tab “Invoice 2 – Corp Overhead,” specifically:

Total Corporate Costs (RemainCo + In-perimeter)

(-) Hampton Lease (HQ)

(-) Corporate related IT expenses

(-) In-perimeter dedicated corporate employees not moving Day 1 (23 staff moving over time)

(-) In-perimeter dedicated employees specific to New York Metro contract

= Net Corporate Expenses to TTEC (multiplied by 50%)

(+) In-perimeter dedicated corporate employees not moving Day 1 (23 staff moving over time)

(+) In-perimeter dedicated employees specific to New York Metro contract

(-) IT Corporate costs to support in-perimeter during TSA

(-) Discount of $400,000 for the first five full months of Transition Services in order to bring costs to market rates

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Corporate Overhead Costs shall be allocated with respect to each Transferred Contract according to the applicable fixed percentage set forth under the heading “LTM %” on tab “Assumptions” on Exhibit D.

“Surviving Costs” shall comprise those items set forth on Exhibit D under the tab “Invoice 3 – Surviving Costs” less (A) the row labeled “Shared Facility Costs reduced from Invoice 1,” (B) the row labeled “Cost for Hampton Facility (HQ) reduced from Invoice 2,” and (C) the row labeled “Vistio Costs reduced from Invoice 1,” specifically:

Pro rata portion of IT Corporate Expenses reduced from Invoice 2

(+) IT TSA Expenses (non-people) reduced from Invoice 1

(+) IT Corporate costs to support in-perimeter during TSA reduced from Invoice 2

(+/-) Any debits or credits to Recipient or Provider

Surviving Costs shall be allocated with respect to each Transferred Contract according to the applicable fixed percentage set forth on row 5 of tab “Invoice 1 – Direct Costs.”

It is contemplated that IT/InfoSec Services will continue with respect to certain clients after other Transition Services are transferred to Recipient. In such event, and subject to Section 11(c) below (with respect to the requested provision of Transition Services after an applicable Transition Period), with respect to any such clients, Provider shall only invoice Recipient for one hundred percent (100%) of its pro-rata share of IT/InfoSec Services (based on the FY22 Fixed Budget of all employees associated with such contract are transferred to Recipient, which for the avoidance of doubt are set forth under the heading “Avg. %” on tab “Assumptions” on Exhibit D) plus related out of pocket costs and expenses and not total Overhead Expenses. At any point during the term of this Agreement, in the aggregate, Provider shall not bill twice for the same service provided for in any Service Schedule; for the avoidance of doubt, in the event Recipient contracts with a separate service provider due to the inability of Provider to provide Transition Services set forth in the Service Schedule(s), Provider shall not invoice for such service and for its own related provision of Transition Services. Further, to the extent any credits are due to the Recipient for Services rendered, such credits will be reflected on the invoices pursuant to the mechanism outlined in Exhibit D. All invoices prepared as provided above and all payments due thereunder shall be subject to reasonable audit rights of the Recipient.

(b) Recipient Billing and Reimbursements.  In addition to Transition Services provided to the Recipient, the Recipient shall also provide certain services to the Provider, which will be documented from time to time on Exhibit E of this Agreement. To the extent Recipient is providing any services to Provider under this Agreement, with respect to such services, Recipient

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shall be considered the “Provider” under this Agreement for all purposes and the Provider shall be considered the “Recipient.” A change to Exhibit E shall require consent of both Provider and Recipient. All invoices prepared as provided above and all payments due thereunder shall be subject to reasonable audit rights of the Provider.

(c) In the event of a mid-month Closing Date, Parties hereby agree that: (i) Provider shall continue to bill customer for the services provided for that specific month; (ii) Recipient shall collect all payments from customer for that month and shall reimburse, on a pro-rata basis, Provider for the period occurring pre-Closing Date for such month; and (iii) Provider will only invoice recipient for operating expenses for the pro-rata portion for such period after the Closing Date until the end of such month.

(d) If the Provider is unable or unwilling to provide Transition Services (as historically been provided by Provider to the Business) at the Performance Standards during the Transition Period and the Recipient (after notice and 15 days to cure) is forced to find an alternative provider for such services, the Recipient shall be reimbursed by the Provider for the reasonable costs of obtaining the services (only to the extent such services are consistent with the Performance Standards) from other providers in excess of costs that would have been incurred by the Recipient for such Transition Services had the Provider provided such Transition Services under this Agreement. The Recipient shall exercise Commercially Reasonable Efforts to obtain such alternative services at a reasonable price and mitigate Providers costs, hereunder.

4.Payment.

(a)Transition Costs shall be invoiced by Provider within twenty (20) days following the fiscal month in which such Transition Costs are incurred and Recipient shall pay the amount of such invoice in U.S. dollars within thirty (30) days following receipt by Recipient of the invoice. If Recipient does not pay an invoice timely as provided herein, a late fee shall be charged to Recipient equal to one percent (1%) of the invoice for each month (or any partial month) until such invoice is paid in full. Notwithstanding the provisions of Section 14 hereof (except with respect to notices given by Recipient pursuant to this sentence), invoices shall be sent to Joyce Ritzert, if to Provider, or head of finance for TTEC Engage business segment, as of the date hereof Mr. Francois Bourret, if to Recipient, (or such other person as may be designated in writing by Recipient from time to time). All invoices shall be subject to reasonable audit rights to enable either party to validate the amounts billed against billing methodology agreed by the parties in this Transition Services Agreement, specifically in Section 3 and Exhibit D hereof.  

(b)Survival.  This Section 4 shall survive any termination or expiration of this Agreement with respect to amounts owing by either party to the other under this Section 4 for which either party has not paid the other as of such termination or expiration.

5.Limitations on Liability.  

(a)Limits on Provider’s Liability.  For purposes of this Agreement, “Loss” shall mean any loss, liability, claim, damage, action, fine, penalty, cost or expense (including

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reasonable legal fees and expenses). Provider shall have no liability for any Losses that Recipient may incur as a result of the provision or non-provision of Transition Services, except to the extent such Loss is attributable to a breach of the terms of this Agreement or pursuant to the indemnification provisions in Section 1(e) and Section 1(f) hereof.

(b)No Indirect Damages, etc.  EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 1(E) AND 1(F) OF THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT, OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR LOST PROFIT, LOST REVENUE OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES.

6.Force Majeure.  

(a)A party shall not be deemed to have breached this Agreement for any failure of performance attributable to acts, events or causes beyond such party’s control that prevent or delay in whole or in part performance by such party hereunder, including war, riot, rebellion, terrorism, civil disturbances, power failures, failure of telephone lines and equipment, flood, storm, fire, earthquake, or other acts of God or conditions or events of nature, or any Law, proclamation, demand or requirement of any governmental authority (“Force Majeure Events”). The obligations of Provider under this Agreement with respect to any Transition Service shall be suspended during the period and to the extent that Provider is prevented or hindered from providing such Transition Service, or Recipient is prevented or hindered from receiving such Transition Service, due to a Force Majeure Event. Recipient shall not be obligated to pay for any Transition Costs applicable to Transition Services that it does not receive during a Force Majeure Event (and the parties shall negotiate reasonably and in good faith to determine the portion of such Transition Costs applicable to such Transition Services that it does not receive). In the event that Provider is unable to provide any Transition Service due to an act or order of a governmental entity, the Parties shall confer in good faith and use their Commercially Reasonable Efforts to agree to necessary modifications to this Agreement or an applicable Service Schedule. Notwithstanding the foregoing, the scope of this Force Majeure Events provision shall be modified to align to the specific Force Majeure provisions of individual client contracts with respect to which the Transition Services are provided. To the extent the Loss is incurred because of the discrepancy of these definitions, the client contract Force Majeure provision will govern in each case.

(b)During the occurrence of a Force Majeure Event, or any other period during which the provision of any Transition Service has been interrupted, (i) Recipient may replace any of the affected Transition Services by providing any of such Transition Services for itself or engaging one or more third parties to provide any such Transition Services, and (ii) Provider shall reasonably cooperate with such third parties to provide such replacement Transition Services; provided that the other provisions of this Agreement shall remain in full force and effect.  

7.Events of Default.  A party will be in default hereunder only if (a) such party commits a material breach of any term or condition of this Agreement and such party receives written notice thereof from the other party; (b) there is a filing of an involuntary case for the entry of relief against such party under any bankruptcy, insolvency or similar Law for the relief of

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debtors and such case remains undismissed for 30 days or more; (c) a trustee or receiver is appointed for such party or its assets or any substantial part thereof; or (d) such party files a voluntary petition under any bankruptcy, insolvency or similar Law for the relief of debtors. Upon a default by Recipient, Provider may terminate this Agreement by written notice and/or pursue any and all remedies available to it under applicable Law based on such default and subject in all cases to the limitations set forth in Section 5 hereof. Upon a default by Provider, Recipient may terminate this Agreement by written notice and/or pursue any and all remedies available to it under applicable Law based on such default and subject in all cases to the limitations set forth in Section 5 hereof. Either party’s failure to send a notice of default or to pursue legal remedies available to it shall not constitute or be construed as a waiver or acquiescence, and each party expressly reserves the right to subsequently pursue such remedies for the same or any other default, either of the same or different character. Notwithstanding the foregoing, in the event of a default, prior to any party terminating this Agreement and/or pursuing any and all remedies available to it under applicable Law, the defaulting party shall have 30 days (or 10 Business Days in the case of an uncontested default by Recipient under Section 4) after the giving of written notice of such default by the non-defaulting party to cure such default, except that either party shall also have the right to seek an injunction to enforce any of its rights hereunder without waiting to the end of any cure period.

8.Mutual Confidentiality Covenants.  

(a)Each party and each of such party’s Affiliates shall not disclose, directly or indirectly, any documents, work papers or other materials of a confidential or proprietary nature related to the other party or any of its Affiliates and shall have all such information kept confidential; provided, however, that such party may disclose any such information (i) that is or becomes publicly available other than as a direct or indirect result of disclosure by such party or its Affiliates, (ii) with the prior written approval of the other party, (iii) that is or becomes known or available to such party on a non-confidential basis from a source (other than the other party or any of its subsidiaries, affiliates, or representatives) that to the knowledge of such party, after reasonable inquiry, is not prohibited from disclosing such information by a contractual, legal, or fiduciary obligation, or (iv) that is developed by or on behalf of such party independently of the disclosure of such information and without reference to or use of confidential information; provided, further, that to the extent that such party or its Affiliates may become legally compelled to disclose any such information by any Governmental Authority or if such party or its Affiliates is required to disclose in order to avoid violating any Laws, such party or its Affiliates may disclose such information but only after, if applicable or relevant, it has used Commercially Reasonable Efforts to afford the other party, at such other party’s sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that such party may disclose such information to the extent necessary to comply with applicable Law, or to enforce its obligations under this Agreement.

(b)The parties acknowledge that, in the course of Provider’s efforts to provide, or cause to be provided, Transition Services, Provider may obtain protected health information (“PHI”) with respect to employees of Recipient or its Affiliates that is subject to the medical records privacy regulations under 45 C.F.R. § 164, as they may be modified (the “HIPAA Rules”).

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Recipient acknowledges that the HIPAA Rules may limit or prohibit disclosure of such PHI by Provider to Recipient during and after the term of this Agreement.

9.Non-Solicitation.  Except for the hiring of Business Employees as defined in and pursuant to the terms of the Purchase Agreement, for a period of eighteen (18) months from the date of this Agreement, Provider nor any of its respective Affiliates will directly or indirectly, without the Recipient’s prior written consent, solicit, entice, hire or engage any employees of Recipient other than a person who ceased to be employed by Recipient or any of its Affiliates for a period of one hundred and eighty days. The preceding sentence does not, however, prohibit the Recipient from making general solicitations for employment by means of advertisements, public notices, or internal or external websites or job search engines that are not directed at the Provider’s employees.  

10.Authority.  Except as contemplated in connection with the Transition Services, neither of the parties hereto shall act or represent or hold itself out as having authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligations. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, each party being individually responsible only for its obligations as set forth in this Agreement. Provider and Recipient acknowledge and agree that each is an independent contractor, and nothing in this Agreement or any of the Schedules to this Agreement shall be construed to create a joint venture, partnership, or similar relationship between the parties. No employee of either party shall be considered as an employee of the other party, nor shall any employee of either party be entitled to receive any employment-related benefits from the other party, including, but not limited to, health and life insurance benefits, pension and retirement benefits, vacation and sick leave benefits, and workers compensation and unemployment insurance, nor shall either party withhold or pay any income or payroll taxes for, on behalf of, or with respect to, any employee of the other party. Each party shall be solely responsible for any liability that may arise as a result of, or in connection with, any act or omission by that party with respect to its respective employees.

11.Termination.  

(a)Provider’s obligations pursuant to this Agreement with respect to each Transition Service will terminate and be of no further force or effect immediately as of the time and date that the Transition Period (including any extensions thereof) shall have either expired or been terminated for that Transition Service or, if earlier, upon a termination of this Agreement in accordance with Section 7; provided, however, that upon expiration of any Transition Period or termination of this Agreement, Provider shall not be relieved of any liability for any breach or nonfulfillment of any provision of this Agreement with respect to a particular Transition Service prior to any such expiration or termination if any claim relating to such breach or nonfulfillment with respect to a particular Transition Service are made in writing by Recipient within 24 months after the earlier of the expiration of the Transition Period for that Transition Service or termination of this Agreement. This Agreement will automatically terminate and be of no further force or effect immediately as of the time and date that the last Transition Period (including any extensions thereof) expires.

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(b) Recipient may terminate any Service Schedule or Transition Service, in whole and not in part, upon 30 days’ prior written notice to Provider, provided, however, that any termination of any services utilizing the Master Relationship Agreement dated June 16, 2014, between the Provider and NICE Systems, Inc. (the “NICE License”), shall be on not less than 75 days’ prior written notice.

(c) Recipient may extend any Transition Period, in whole or in part, upon 30 days prior written notice to Provider, for up to a total of six (6) additional thirty (30) day extension periods (for a total of one hundred and eighty (180) additional days each an “Additional Extension Opportunity”). In the event that the Recipient has elected to extend the Transition Period with respect to any Transition Service pursuant to this Section 11(c), the Recipient agrees that the fees with respect to such services shall be subject to a fee premium of 10% of the fee established in Section 3 of this Agreement. The Transition Services so performed by Provider after the end of the applicable Transition Period shall continue to constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement for the duration of the agreed-upon extension period.

Notwithstanding the foregoing, if the Recipient stands ready to take over the Transition Services but is not permitted to do so by the client due to seasonal ‘zero system changes mandates’ (e.g., open enrollment period) or any other reasons, the Recipient shall be permitted to extend the Transition Period until 30 days after it is permitted by the client to effect the takeover. For the avoidance of doubt, therefore, the right to extend the Transition Period pursuant to this Section 11 shall not be limited by the Additional Extension Opportunity. The cost of the Transition Services for the duration of such client mandated extension with respect to the additional premium, shall be the same as the cost was at the time that TTEC stood ready to take over the Transition Services but was not permitted to do so (i.e., if the cost of Services was subject to the premium noted above when TTEC was ready to take the Services over, the premium will continue to be charged by the Provider; if the cost was not subject to the extension premium at the time when TTEC was ready to take over the Services, it will also not be subject to the premium thereafter, until TTEC is permitted to take over the Services.)

12.Amendments and Waiver.  No provision of this Agreement may be amended or modified except by an instrument or instruments in writing signed by the parties. Any provision of this Agreement or of the Schedules or Exhibits hereto may be waived only in a writing signed by the Party against whom enforcement of any such waiver is sought. No action or non-action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action or non-action of compliance with any representation, warranty, covenant or agreement contained herein. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default.  

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13.Notices.  All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, mailed by registered mail, return receipt requested, sent by documented overnight delivery service or, to the extent receipt is confirmed, by facsimile or email to the parties at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

(i)if to Recipient, to:

with a copy (which shall not constitute notice) to:

TTEC Holdings, Inc.
9197 South Peoria Street
Englewood, Colorado 80112

Attention:  Legal Department, General Counsel

(ii)if to Provider, to:

Faneuil, Inc.

2 Eaton Street, Suite 1002

Hampton, VA 23669

Attention: Joyce Ritzert, Chief Financial Officer

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

1460 El Camino Real, 2nd Floor

Menlo Park, CA 94025

Attention: Christopher M. Forrester

Phone: (650) 838-3772

Fax: (650) 838-5173

Email: [email protected]

Notice given by a party’s counsel shall be considered notice given by that party.

14.Interpretation.  Article titles, headings to sections and the table of contents in this Agreement are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. As used herein, “include,” “includes” and “including” are deemed to be followed by

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“without limitation” whether or not they are in fact followed by such words or words of like import; “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words in a visible form; “hereof,” “herein,” “hereunder” and comparable terms refer to the entirety this Agreement and not to any particular article, section or other subdivision hereof or attachment hereto; references to the masculine include the feminine and vice versa; references to the singular include the plural and vice versa; references to this Agreement or other documents are as amended or supplemented from time to time; references to “Article,” “Section” or another subdivision or to an attachment or “Schedule” are to an article, section or subdivision hereof or an attachment or Schedule hereto.  

15.Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and each party thereto may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument.

16.Entire Agreement.  This Agreement (including the Schedules hereto) constitutes the entire agreement with respect to Transition Services, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof. Notwithstanding any oral agreement or course of action of the parties or their Representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the parties. Notwithstanding anything set forth herein, in the event there are any conflicting terms between this Agreement and any Service Schedule, the terms of this Agreement will supersede the terms of any Service Schedule.

17.Severability.  Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such provision will be ineffective to the extent of such prohibition, invalidity, illegality or unenforceability without affecting any remaining provision or portion of any provision of this Agreement in such jurisdiction, and the provision in question shall be reformed so as to make it enforceable to the greatest extent necessary to give effect to the provisions hereof. To the extent permitted by Law, the parties waive any provision of any Law which renders any such provision prohibited or unenforceable in any respect.

18.Dispute Resolution

(a)Program Leads. Each party shall designate one project manager (each, a “Program Lead” and together, the “Program Leads”) to report and discuss issues with respect to the provision of the Transition Services. The Program Leads shall meet to discuss the performance of the Transition Services as often as reasonably necessary to ensure the orderly provision of the Transition Services, and in any event at least monthly, and shall have authority to address and remedy problems related to the provision of the Transition Services. Initially, Provider’s Program Lead, for purposes of this Agreement, shall be Joyce Ritzert, and Recipient’s Program Lead, for

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purposes of this Agreement shall be Thomas Monaghan, VP TTEC Engage Operations. Each party shall designate a successor Program Lead in the event that a designated individual is not available to perform such role hereunder.

(b)Management Process. In the event that any dispute arises under this Agreement, the parties agree to negotiate in good faith to resolve such dispute, in accordance with the dispute resolution process set forth herein, prior to seeking relief. Initially, either party may at any time deliver a written notice to the other party that it wishes to refer a dispute to the applicable Program Leads. Following receipt of such notice, such Program Leads shall negotiate in good faith to resolve such dispute within a period of ten (10) days (or such longer period of time as such Program Leads may agree in writing). If, at the end of such period, such Program Leads have not fully resolved the dispute, either party may deliver written notice to the other party that that it wishes to refer the dispute to the level of “Business Managers.” Initially, Provider’s Business Manager shall be Joyce Ritzert and Recipient’s Business Manager shall be head of finance for TTEC Engage business segment (as of the date hereof) Mr. Francois Bourret. The Business Managers shall attempt to arrive at an agreeable resolution through good faith discussions, over a period of at least twenty (20) calendar days, or such other longer period as may be mutually agreed upon in writing by the parties.

(c)Conflicts.  In the event that either party believes that conflicts have arisen or are probable with respect to Ms. Van Buren’s services in respect of potential competing demands, work hours or otherwise, such party will initiate a discussion with the other party to discuss such conflict or potential conflict.  All such discussions shall occur between Provider’s Chief Executive Officer and Recipient’s Global Chief Operations Officer.  

19.Governing Law; Jurisdiction; Waiver of Jury Trial.  

(a)This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. Each of the parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Chancery Court determines that it does not have subject matter jurisdiction, in any other appropriate Delaware State or Federal court), for any litigation arising out of or relating to this Agreement and the other transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 13 shall be effective service of process for any litigation brought against it in any such court. Each of the parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of this Agreement or the other transactions contemplated hereby in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.

(b)To the fullest extent permitted by Law, the parties hereby waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or any dealings between them relating to the subject matter of this transaction. The

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parties also waive any bond or surety or security upon such bond which might, but for this waiver, be required of any of the other parties. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims, breach of duty claims, and all other common Law and statutory claims. The parties acknowledge that this waiver is a material inducement to enter into a business relationship, that each has already relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. The parties further warrant and represent that each has reviewed this waiver with its or his, as the case may be, legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement or to any other documents or agreements relating to the transactions contemplated hereby. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

20.No Third Party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such successors and assigns, any legal or equitable rights hereunder.

21.Assignment.  Neither this Agreement, nor any rights hereunder, may be assigned by any party (in whole or in part) without the prior written consent of the other party hereto. In connection with a sale of all or substantially all of its business and/or assets (whether direct or indirect, by purchase, merger, consolidation or otherwise), as a result of which Provider would no longer be able to provide Transition Services hereunder, the Provider shall assign this Agreement or shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Provider to assume and agree to perform this Agreement in the same manner and to the same extent that the Provider would be required to perform if no such succession had taken place.

service Schedules:

Service Schedule 1:  IT/InfoSec Services

Service Schedule 2:  Operations Support Services

Service Schedule 3:  Accounting and Finance

Service Schedule 4:  Human Capital

Service Schedule 5:  Real Estate and Facility Management

* * *

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and year first above written.

FANEUIL, INC.

By:/s/ Anna Van Buren

Name: Anna Van Buren

Title: Chief Executive Officer

TTEC GOVERNMENT SOLUTIONS, LLC

By:/s/ Regina Paolillo

Name:Regina M. Paolillo

Title:President

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EXHIBIT 10.2

[FANEUIL LETTERHEAD]

April 1, 2022

Ms. Anna Van Buren

248 Shorecrest Lane

Hampton, VA 23669

Dear Anna:

In connection with the proposed transaction by and among ALJ Regional Holdings, Inc., a Delaware corporation (“Parent”) Faneuil, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), and TTEC Government Solutions, LLC, a Delaware limited liability company or its affiliate (the “Buyer”) involving the sale of a substantial portion of the assets of the Company (such sale, the “Transaction”) and the documents connected with the Transaction (the “Transaction Documents”), you and the Company agree that, in furtherance of the Buyer’s obligations under the Transaction Documents, you will continue to perform services for the Company in accordance with the terms of this letter agreement (this “Letter”). This Letter shall supersede in its entirety your Employment Agreement, provided that, if the closing of the Transaction does not occur, this letter shall be null and void.

“Cause” means:  (A) continued neglect by you of your duties hereunder, (B) continued incompetence, (C) conviction of any felony, (D) material or continued violation of any rules, regulations, procedures or instructions of the Company, (E) willful misconduct by you in connection with the performance of any material portion of your duties hereunder, (F) breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, (G) material or continued breach of any provision of this Letter, including any confidentiality provisions hereof, (H) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (I) failure to comply with any reasonable order, policy or rule of the Company that constitutes material insubordination, (J) engaging in any discriminatory or sexually harassing behavior, or (K) using, possessing or being impaired by or under the influence of illegal drugs, or the abuse of controlled substances or alcohol, on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the Company or any of its subsidiaries or affiliates.  In no event, will you be terminated for Cause under subsections (A), (B), (D), (G), (H) or (I) of that definition unless the Company provides you with written notice of the alleged violation, breach, offending action or omission, specifying in detail the alleged violation, breach, offending action, or omission, with a period of thirty (30) days for you to cure the same.

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For purposes of the foregoing:

“Substantial Services” means: (i) you are an employee of the Company, (ii) you are providing services as an independent contractor pursuant to Section 1 above during the Initial Term or a Renewal Term at the level of approximately fifty percent (50%) of your business time, attention and energies (or such lesser amount as is agreed between you and the Company from time to time) or (iii) you have indicated in writing your ability and willingness to provide Services to the Company but the Company has declined to utilize your Services (other than a result of a termination of your Services for Cause) or (iv) you have indicated in writing your ability and willingness to provide Services to the Company but are precluded from doing so by Buyer; provided, however, that with respect to clause (iv), unless your Services were terminated by the Company for Cause, you shall continue to be deemed to be providing Substantial Services but the Percentage to which you shall be entitled upon a Sale shall be reduced from ten percent (10%) to two and one-half percent (2.5%).

“Execution Date” means the date of execution of definitive documentation with respect to the sale of an Other Vertical, or the Company, as the case may be.

Any Sale Bonus payable pursuant to the foregoing clauses (a), (b) or (c) shall be paid to you no later than forty-five (45) days following the consummation of the applicable Sale, subject to your execution of a Release and the Release becoming effective and fully irrevocable within forty-five (45) days following the consummation of such Sale.  In the event that the period of time to execute and not revoke the Release begins in one calendar year and ends in a second calendar year, the payment shall be made in the second calendar year. Notwithstanding the payment timing described above, if payment of the Sale Bonus following a termination of employment would represent a “deferral of compensation” within the meaning of Section 409A (as defined below), payment of the Sale Bonus shall be made on the third anniversary of this Letter, notwithstanding the date of the Sale.  

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In addition, you agree to deliver promptly to the Company on termination of the Services, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof), including data stored in computer memories or on other media used for electronic storage or retrieval, relating to the Company’s business and all property associated therewith, which you may then possess or have under your control, and not retain any copies, notes or summaries; provided that you shall be entitled to keep a copy of this Letter and compensation and benefit plans to which you are entitled to receive benefits thereunder.

Nothing in this Letter shall prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under any whistleblower protection provisions of federal law or regulation or require notification or prior approval by the Company of any reporting described in this sentence.

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[Signature page follows]

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Please indicate your agreement with the foregoing by signing this letter in the space indicated below.

Sincerely,

FANEUIL, INC.

By: /s/ Joyce Ritzert

Joyce Ritzert

Chief Financial Officer

ACCEPTED AND AGREED:

/s/ Anna Van Buren

Anna Van Buren

[Signature Page to AVB Bonus Letter]

EXHIBIT 10.3

FIRST AMENDMENT
TO AMENDED AND RESTATED FINANCING AGREEMENT

FIRST AMENDMENT, dated as of April 1, 2022 (this “Amendment”), to the Amended and Restated Financing Agreement, dated as of June 29, 2021, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the “Financing Agreement”), by and among ALJ Regional Holdings, Inc., a Delaware corporation (the “Parent”), Faneuil, Inc., a Delaware corporation (“Faneuil”), Phoenix Color Corp., a Delaware corporation (“PCC”, and together with the Parent, Faneuil and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), and PNC Bank, National Association (“PNC”), as administrative agent and collateral agent for the Lenders (in such respective capacities, together with its successors and assigns in such respective capacities, the “Administrative Agent”, the “Collateral Agent” and the “Agents”).

WHEREAS, the Parent has advised the Agents and the Lenders that pursuant to that certain Asset Purchase Agreement, dated as of December 21, 2021, as amended by that certain Amendment to Asset Purchase Agreement, dated as of April 1, 2022 (copies of which are attached as Exhibit A hereto, as amended, the “Purchase Agreement”), by and among ALJ Regional Holdings, Inc., as Parent, Faneuil, Inc., as Company, TTEC Government Solutions, LLC, as Purchaser and solely for purposes of Section 6.20 of the Purchase Agreement, TTEC Holdings, Inc., as Guarantor, the Company is selling and the Purchaser is purchasing (the “Sale”) the Purchased Assets (as defined in the Purchase Agreement);

WHEREAS, the Borrowers have requested that the Agents and the Lenders (a) consent to the Sale and the other transactions contemplated by the Purchase Agreement and (b) amend certain terms and provisions of the Financing Agreement as hereafter set forth.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

1.   Definitions.  All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.

2.   Waiver and Consent. Subject to the satisfaction of the conditions contained in Section 5 hereof, the Agents and the Lenders hereby consent to the Sale and the other transactions contemplated by the Purchase Agreement in accordance with the terms and conditions set forth therein.

3.   Amendments.  The Financing Agreement is hereby amended to (i) delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text); and (ii) to add the blue or green double-underlined text (indicated

textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of the Financing Agreement attached as Annex I hereto and made a part hereof for all purposes.

4.   Representations and Warranties.  Each Loan Party hereby represents and warrants to the Agents and the Lenders as follows:

(a)   Organization, Good Standing, Etc.  Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization or formation, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

(b)   Authorization, Etc.  The execution and delivery by each Loan Party of this Amendment, and the performance by each Loan Party of this Amendment and the Financing Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of such Loan Party's Governing Documents, (B) any applicable material Requirement of Law or (C) any material Contractual Obligation binding on or otherwise affecting such Loan Party or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable such Loan Party operations or any of its properties, except, in the case of clause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

(c)   Governmental Approvals.  No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution and delivery of this Amendment by any Loan Party, and the performance by any Loan Party of this Amendment and the Financing Agreement, as amended hereby.

(d)   Enforceability of Amendment.  This Amendment is, and each other Loan Document to which any Loan Party is or will be a party is (or, if applicable, when delivered pursuant hereto, and as amended hereby, will be) a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

5.   Conditions to Effectiveness.  This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents, of the

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following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “First Amendment Effective Date”):

(a)   The Agents shall have received the following documents:

(i)this Amendment, duly executed by the Loan Parties, each Agent and each Lender;

(ii)evidence of the payment in full of all Indebtedness in respect of term loans that are outstanding under that certain Financing Agreement, dated June 29, 2021, by and among the Borrowers, the Guarantors, Blue Torch Finance, LLC, as collateral agent and administrative agent, and the lenders from time to time party thereto;

(iii)evidence of the Sale having been consummated at the closing thereof in accordance with the terms of the Purchase Agreement as in effect on the date hereof and pursuant thereto and in connection therewith, (1) Borrowers shall receive no less than $121,500,000 as the initial purchase price at closing, (2) Faneuil, Inc. shall retain net working capital of $12,500,000 associated with the contracts at closing and (3) the Revolving Advances have been paid in full with the proceeds of the Sale;

(iv)a pro forma Borrowing Base Certificate as of December 31, 2021 reflecting the Sale; and

(v)a $15,000 consent fee from the Borrowers.

(b)   The representations and warranties contained in this Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of the First Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)).

(c)   No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(d)   The Collateral Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since September 30, 2021 which could reasonably be expected to have a Material Adverse Effect.

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(e)   The Borrowers shall have paid on or before the First Amendment Effective Date all fees, costs, expenses and taxes then payable pursuant to Section 2.06 of the Financing Agreement and Section 12.04 of the Financing Agreement.

6.   Post Closing Conditions. Within (a) sixty days of the First Amendment Effective Date, the Agents shall have received evidence that the second phase of the Sale has been consummated in accordance with the terms of the Purchase Agreement as in effect on the date hereof and pursuant thereto and in connection therewith, (1) Borrowers shall receive no less than $5,500,000 as the final purchase price and (2) the Revolving Advances have been paid in full with the proceeds of the Sale; and (b) thirty days of the First Amendment Effective Date, the Agents shall have received (1) such endorsements as to the additional insureds or lender loss payees under the insurance coverage required by Section 7.01 of the Financing Agreement as the Collateral Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Collateral Agent and each such additional insured or lender loss payee and (2) executed assignments of each of Borrower’s business interruption insurance policies as collateral security naming Collateral Agent as assignee.

7.   Continued Effectiveness of the Financing Agreement and Other Loan Documents.  Each Loan Party hereby (i) acknowledges and consents to this Amendment, (ii) confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the First Amendment Effective Date all references in any such Loan Document to “the Financing Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Secured Parties, or to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in or Lien on, any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.  This Agreement does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement, or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect.  Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents, any Issuing Lender or any Lender under the Financing Agreement or any other Loan Document, nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.  The amendment of the Financing Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection with this Amendment do not constitute a novation of the Financing Agreement and the other Loan Documents as in effect prior to the First Amendment Effective Date.

8.   Release.  Each Loan Party hereby acknowledges and agrees that:  (a) neither it nor any of its Affiliates has any claim or cause of action against any Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents)

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and (b) each Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to such Loan Party and its Affiliates under the Financing Agreement and the other Loan Documents. Notwithstanding the foregoing and the Lenders wish (and each Loan Party agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents' and the Lenders' rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents.  Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge each Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the First Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of each Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral on or prior to the First Amendment Effective Date.

9.   Miscellaneous.

(a)   This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.  

(b)   Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c)   This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

(d)   Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Financing Agreement.  Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by a Loan Party under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) any Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

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(e)   Any provision of this Amendment that 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 portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(f)   The Borrowers will pay on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Agents and the Lenders in connection with the preparation, execution and delivery of this Amendment or otherwise payable under the Financing Agreement, including, without limitation, reasonable fees, disbursements and other charges of counsel to the Agents and the Lenders.

[remainder of page intentionally left blank]

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

[Signature Page to First Amendment to Amended and Restated Financing Agreement]

[Signature Page to First Amendment to Amended and Restated Financing Agreement]

[Signature Page to First Amendment to Amended and Restated Financing Agreement]

ANNEX I

FINANCING AGREEMENT

Annex I to First Amendment

AMENDED AND RESTATED FINANCING AGREEMENT

Dated as of June 29, 2021 by and among

ALJ REGIONAL HOLDINGS, INC., FANEUIL, INC. AND PHOENIX COLOR CORP.,

as Borrowers,

EACH SUBSIDIARY OF ALJ REGIONAL HOLDINGS, INC. LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO,

as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

as Lenders, and

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

Page

ARTICLE IDEFINITIONS; CERTAIN TERMS1

Section 1.01Definitions1

Section 1.02Terms Generally51

Section 1.03Certain Matters of Construction52

Section 1.04Accounting and Other Terms52

Section 1.05Time References53

Section 1.06Obligation to Make Payments in Dollars53

Section 1.07LIBOR Notification53

ARTICLE IITHE LOANS54

Section 2.01Commitments54

Section 2.02Making the Loans54

Section 2.03Repayment of Loans; Evidence of Debt57

Section 2.04Interest58

Section 2.05Reduction of Commitment; Prepayment of Loans67

Section 2.06Fees71

Section 2.07LIBOR Option73

Section 2.08Funding Losses74

Section 2.09Taxes74

Section 2.10Increased Costs and Reduced Return77

Section 2.11Changes in Law; Impracticability or Illegality78

Section 2.12Mitigation Obligations; Replacement of Lenders79

ARTICLE IIILETTERS OF CREDIT80

Section 3.01Letters of Credit80

Section 3.02Issuance of Letters of Credit80

Section 3.03Requirements for the Issuance of Letters of Credit81

Section 3.04Disbursements Reimbursement81

Section 3.05Repayment of Participation Revolving Loans83

Section 3.06Documentation83

Section 3.07Determination to Honor Drawing Request83

Section 3.08Nature of Participation and Reimbursement Obligations83

Section 3.09Indemnity85

Section 3.10Liability for Acts and Omissions85

ARTICLE IVAPPLICATION OF PAYMENTS; DEFAULTING LENDERS; JOINT

AND SEVERAL LIABILITY OF BORROWERS87

Section 4.01Payments; Computations and Statements87

Section 4.02Sharing of Payments88

Section 4.03Apportionment of Payments88

Section 4.04Defaulting Lenders90

Section 4.05Administrative Borrower; Joint and Several Liability of the

Borrowers91

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ARTICLE VCONDITIONS TO LOANS92

Section 5.01Conditions Precedent to Effectiveness92

Section 5.02Conditions Precedent to All Loans and Letters of Credit95

Section 5.03Conditions Subsequent to Effectiveness96

ARTICLE VIREPRESENTATIONS AND WARRANTIES97

Section 6.01Representations and Warranties97

ARTICLE VIICOVENANTS OF THE LOAN PARTIES104

Section 7.01Affirmative Covenants104

Section 7.02Negative Covenants114

Section 7.03Financial Covenants120

ARTICLE VIIICASH MANAGEMENT ARRANGEMENTS AND OTHER

COLLATERAL MATTERS121

Section 8.01Cash Management Arrangements; Collection of Accounts

Receivable.121

Section 8.02Accounts Receivable Documentation123

ARTICLE IXEVENTS OF DEFAULT124

Section 9.01Events of Default124

ARTICLE XAGENTS127

Section 10.01Appointment127

Section 10.02Nature of Duties; Delegation128

Section 10.03Rights, Exculpation, Etc129

Section 10.04Reliance130

Section 10.05Indemnification130

Section 10.06Agents Individually130

Section 10.07Successor Agent130

Section 10.08Collateral Matters131

Section 10.09Agency for Perfection133

Section 10.10No Reliance on any Agent’s Customer Identification Program133

Section 10.11No Third Party Beneficiaries134

Section 10.12No Fiduciary Relationship134

Section 10.13Reports; Confidentiality; Disclaimers134

Section 10.14Collateral Custodian135

Section 10.15Collateral Agent May File Proofs of Claim135

Section 10.16Erroneous Payments135

ARTICLE XIGUARANTY138

Section 11.01Guaranty138

Section 11.02Guaranty Absolute138

Section 11.03Waiver139

Section 11.04Continuing Guaranty; Assignments140

Section 11.05Subrogation140

Section 11.06Contribution140

Section 11.07Keepwell141

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ARTICLE XIIMISCELLANEOUS141

Section 12.01Notices, Etc.141

Section 12.02Amendments, Etc143

Section 12.03No Waiver; Remedies, Etc.145

Section 12.04Expenses; Taxes; Attorneys’ Fees145

Section 12.05Right of Set-off146

Section 12.06Severability147

Section 12.07Assignments and Participations147

Section 12.08Counterparts151

Section 12.09GOVERNING LAW151

Section 12.10CONSENT TO JURISDICTION; SERVICE OF PROCESS

AND VENUE151

Section 12.11WAIVER OF JURY TRIAL, ETC152

Section 12.12Consent by the Agents and Lenders152

Section 12.13No Party Deemed Drafter152

Section 12.14Reinstatement; Certain Payments153

Section 12.15Indemnification; Limitation of Liability for Certain Damages153

Section 12.16Records154

Section 12.17Binding Effect154

Section 12.18Highest Lawful Rate154

Section 12.19Confidentiality155

Section 12.20Public Disclosure156

Section 12.21Integration156

Section 12.22Certifications From Banks and Participants; USA PATRIOT

Act156

ARTICLE XIIIAMENDMENT AND RESTATEMENT157

Section 13.01Amendment and Restatement157

Section 13.02Reaffirmation157

Section 13.03Acknowledgment157

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SCHEDULE AND EXHIBITS

Schedule 1.01(A)Lenders and Lenders’ Commitments Schedule 1.01(B)Facilities

Schedule 1.01(D)Specified Party

Schedule 6.01(e)Capitalization; Subsidiaries Schedule 6.01(f)Litigation

Schedule 6.01(i)ERISA

Schedule 6.01(l)Nature of Business Schedule 6.01(q)Environmental Matters Schedule 6.01(r)Insurance

Schedule 6.01(u)Intellectual Property Schedule 6.01(v)Material Contracts Schedule 7.02(a)Existing Liens Schedule 7.02(b)Existing Indebtedness Schedule 7.02(e)Existing Investments

Schedule 7.02(k)Limitations on Dividends and Other Payment Restrictions Schedule 8.01Cash Management Accounts

Exhibit AForm of Joinder Agreement

Exhibit BForm of Assignment and Acceptance Exhibit CForm of Notice of Borrowing Exhibit DForm of LIBOR Notice

Exhibit EForm of Borrowing Base Certificate Exhibit FForm of Compliance Certificate

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AMENDED AND RESTATED FINANCING AGREEMENT

Amended and Restated Financing Agreement, dated as of June 29, 2021, by and among ALJ Regional Holdings, Inc., a Delaware corporation (the “Parent”), Faneuil, Inc., a Delaware corporation (“Faneuil”), Phoenix Color Corp., a Delaware corporation (“PCC”, and together with the Parent, Faneuil, and each other Person that executes a joinder agreement and becomes a "Borrower" hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and PNC Bank, National Association (“PNC”), as administrative agent and collateral agent for the Lenders (in such respective capacities, together with its  successors and assigns in such respective capacities, the “Administrative Agent”, the “Collateral Agent” and the “Agents”).

RECITALS

A.The Borrowers, the other Loan Parties named therein, PNC, as the administrative agent, Cerberus Business Finance, LLC, as the collateral agent, and the lenders from time to time party thereto, entered into that certain Financing Agreement, dated as of August 14, 2015 (the “Existing Facility Agreement”), pursuant to which the lenders made loans to Borrowers thereunder (the “Existing Loans”).

B.The Borrowers, the other Loan Parties, the Lenders, and the Agents wish to amend and restate the Existing Facility Agreement in its entirety, on the terms and subject to the conditions set forth herein.

In consideration of the premises and the covenants and agreements contained herein, the Existing Facility Agreement is hereby amended and restated in its entirety as follows and, accordingly, the parties hereto agree as follows:

ARTICLE I DEFINITIONS; CERTAIN TERMS

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below:

“Account Debtor” means, with respect to any Person, each debtor, customer or obligor in any way obligated on or in connection with any Account Receivable of such Person.

“Account Receivable” means, with respect to any Person, any and all accounts (as that term is defined in the Uniform Commercial Code), and any and all rights of such Person to payment for goods sold and/or services rendered, including accounts, general intangibles and any and all such rights evidenced by chattel paper, instruments or documents, whether due or to become due and whether or not earned by performance, and whether now or hereafter acquired or arising in the future, and any proceeds arising therefrom or relating thereto.

“Action” has the meaning specified therefor in Section 12.12.

“Additional Amount” has the meaning specified therefor in Section 2.09(a). “Administrative Agent” has the meaning specified therefor in the preamble hereto. “Administrative Agent’s Account” means an account at a bank designated by the

Administrative Agent from time to time as the account into which the Loan Parties shall make all payments to the Administrative Agent for the benefit of the Agents and the Lenders as may be required under the terms of this Agreement and the other Loan Documents.

“Administrative Borrower” has the meaning specified therefor in Section 4.05. “Affiliate” means, with respect to any Person, any other Person that directly or

indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 15% or more of the Equity Interests having ordinary voting power for the election of members of the Board of Directors of such Person or (b) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding anything herein to the contrary, in no event shall any Agent or any Lender be considered an “Affiliate” of any Loan Party.

“After Acquired Property” has the meaning specified therefor in Section 6.01(n). “Agent” or “Agents” has the meaning specified therefor in the preamble hereto. “Agent Advances” has the meaning specified therefor in Section 10.08(a). “Agreement” means this Amended and Restated Financing Agreement, including

all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative.

“Anti-Corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which the Borrower or any of its Subsidiaries conduct business.

“Anti-Terrorism Law” shall mean any Law in force or hereinafter enacted related to terrorism, money laundering, or economic sanctions, including Executive Order No. 13224, the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq.,

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the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339b, and any regulations or directives promulgated under these provisions.

“Applicable Margin” means, as of any date of determination, with respect to the interest rate of:

(a)From the Effective Date until the first fiscal quarter end date of the Parent and its Subsidiaries after the Effective Date for which quarterly financial statements and a certificate of an Authorized Officer of the Parent are received by the Agents and the Lenders in accordance with Section 7.01(a)(ii) and Section 7.01(a)(iv), the relevant Applicable Margin shall be set at Level 1 in the table below.

(b)Thereafter, the relevant Applicable Margin shall be set at the respective level indicated below based upon the Leverage Ratio set forth opposite thereto, which ratio shall be calculated as of the end of the most recent fiscal quarter of the Parent and its Subsidiaries for which quarterly financial statements and a certificate of an Authorized Officer of the Parent are received by the Agents and the Lenders in accordance with Section 7.01(a)(ii) and Section 7.01(a)(iv):

(c)Subject to clause (d) below, the adjustment of the Applicable Margin (if any) will occur 2 Business Days after the date the Administrative Agent receives the quarterly financial statements and a certificate of an Authorized Officer of the Parent in accordance with Section 7.01(a)(ii) and Section 7.01(a)(iv).

(ii) in the event that any financial statement or certificate described in clause (c) above is inaccurate (regardless of whether this Agreement or any 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 fiscal period, then the Applicable Margin for such fiscal period shall be adjusted retroactively (to the effective date of the determination of

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the Applicable Margin that was based upon the delivery of such inaccurate financial statement or certificate) to reflect the correct Applicable Margin, and the Borrowers shall promptly make payments to the Agents and the Lenders to reflect such adjustment.

“Applicable Premium” means

(a)as of the date of the occurrence of an Applicable Premium Trigger Event specified in clause (c), (d) or (e) of the definition thereof:

(i)during the period of time from and after the Effective Date up to and including the date that is the first anniversary of the Effective Date (the "First Period"), an amount equal to 1.0% times the aggregate amount equal to the sum of (A) the principal amount of all Revolving Loans outstanding and (B) the amount of the undrawn Total Revolving Credit Commitment, in each case, on the date of such Applicable Premium Trigger Event;

(ii)during the period of time after the First Period up to and including the second anniversary of the Effective Date (the "Second Period"), an amount equal to 0.50% times the aggregate amount equal to the sum of (A) the principal amount of all Revolving Loans outstanding and (B) the amount of the undrawn Total Revolving Credit Commitment, in each case, on the date of such Applicable Premium Trigger Event;

(iii)during the period of time after the Second Period up to and including the third anniversary of the Effective Date (the "Third Period"), an amount equal to 0.25% times the aggregate amount equal to the sum of (A) the principal amount of all Revolving Loans outstanding and (B) the amount of the undrawn Total Revolving Credit Commitment, in each case, on the date of such Applicable Premium Trigger Event; and

(b)as of the date of the occurrence of an Applicable Premium Trigger Event specified in clause (a) of the definition thereof:

(i)during the First Period, an amount equal to 1.0% times the amount of the permanent reduction of the Total Revolving Credit Commitment on such date;

(ii)during the Second Period, an amount equal to 0.50% times the amount of the permanent reduction of the Total Revolving Credit Commitment on such date;

(iii)during the Third Period, an amount equal to 0.25% times the amount of the permanent reduction of the Total Revolving Credit Commitment on such date; and

“Applicable Premium Trigger Event” means

(a)any permanent reduction of the Total Revolving Credit Commitment pursuant to Section 2.05;

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(c)the acceleration of the Obligations for any reason, including, but not limited to, acceleration in accordance with Section 9.01, including as a result of the commencement of an Insolvency Proceeding;

(d)the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to the Agents, for the account of the Lenders in full or partial satisfaction of the Obligations; or

“Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Lender and an assignee, and accepted by the Collateral Agent (and the Administrative Agent, if applicable), in accordance with Section 12.07 hereof and substantially in the form of Exhibit B hereto or such other form acceptable to the Collateral Agent.

“Authorized Officer” means, with respect to any Person, the chief executive officer, chief operating officer, chief financial officer, treasurer or other financial officer performing similar functions, president or executive vice president of such Person.

“Availability” means, as of any date of determination, the result of (a) the lesser of

(i) the Consolidated Borrowing Base and (ii) the Total Revolving Credit Commitment, minus

(b) the sum of (i) the aggregate outstanding principal amount of all Revolving Loans plus (ii) all Letter of Credit Obligations.

“Bank Product Agreements” means those certain cash management service agreements entered into from time to time between Borrowers, on the one hand, and an Agent or a Lender or its Affiliates, on the other hand, in connection with any of the Bank Products, including, without limitation, any Lender-Provided Hedge Agreement.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Borrowers to any Agent or Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrowers, as applicable, are obligated to reimburse to Administrative Agent or any Lender as a result of Administrative Agent or such Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to such Person pursuant to the Bank Product Agreements. Notwithstanding any of the foregoing, Bank Product Obligations shall not include any Excluded Hedge Obligations.

“Bank Product Provider” means any Agent or Lender or Affiliate thereof that provides Bank Products to any Loan Party.

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“Bank Product Reserve” means, as of any date of determination, the lesser of

“Bank Products” means any service or facility extended to the Borrowers by any Lender or its Affiliates including: (i) credit cards, (ii) credit card processing services, (iii) debit cards and stored value cards, (iv) purchase cards and commercial cards, (v) ACH transactions, (vi) cash management and treasury management services and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse transactions, overdrafts, interstate depository network services, or (vii) Lender-Provided Hedge Agreements and other foreign exchange or “FX” cash management products.

“Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time and any successor statute or any similar federal or state law for the relief of debtors.

“Blocked Person” means any Person:

(a)that (i) is identified on the list of “Specially Designated Nationals and Blocked Persons” published by OFAC; (ii) resides, is organized or chartered, or has a place of business in a country or territory that is the subject of an OFAC Sanctions Program; or (iii) a United States Person is prohibited from dealing or engaging in a transaction with under any of the Anti-Terrorism Laws; and

(b)that is owned or controlled by, or that owns or controls, or that is acting for or on behalf of, any Person described in clause (a) above.

“Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Board of Directors” means with respect to (a) any corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) a partnership, the board of directors of the general partner of the partnership, (c) a limited liability company, the managing member or members or any controlling committee or board of directors of such company or the sole member or the managing member thereof, and (d) any other Person, the board or committee of such Person serving a similar function.

“Borrower” has the meaning specified therefor in the preamble hereto. “Borrowing Base” means, with respect to any Person, at any time, (a) up to 85.0%

of the Net Amount of Eligible Accounts Receivable of such Person at such time minus (b) the aggregate amount of Reserves established by the Administrative Agent in its Permitted Discretion. The foregoing advance rate may be increased or decreased by Administrative Agent (with the prior written consent of the Collateral Agent and, so long as no Event of Default has occurred and is

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continuing, in consultation with the Administrative Borrower) at any time and from time to time in the exercise of its Permitted Discretion based on Administrative Agent’s review of updated field examinations or other Collateral evaluations (it being understood that the amount of any reduction in the advance rate shall have a reasonable relationship to the event, condition or other matter which is the basis for such reduction, and shall not have been otherwise addressed or compensated for through the imposition of Reserves, all as reasonably determined by Administrative Agent in good faith). The Borrowers consent to any such increases or decreases and acknowledge that decreasing the advance rates or increasing or imposing Reserves may limit or restrict Revolving Loans requested by or on behalf of the Borrowers.

“Borrowing Base Certificate” means a certificate signed by an Authorized Officer of the Administrative Borrower and setting forth the calculation of the Borrowing Base of each Borrower and the Consolidated Borrowing Base in compliance with Section 7.01(a)(vi), substantially in the form of Exhibit E.

“Business Day” means (a) for all purposes other than as described in clause (b) below, any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in East Brunswick, New Jersey, or New York City,

“Capital Expenditures” means, with respect to any Person for any period, the sum of (a) the aggregate of all expenditures by such Person and its Subsidiaries during such period that in accordance with GAAP are or should be included in “property, plant and equipment” or in a similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed, including all Capitalized Lease Obligations, obligations under synthetic leases and capitalized software costs that are paid or due and payable during such period and (b) to the extent not covered by clause (a) above, the aggregate of all expenditures by such Person and its Subsidiaries during such period to acquire by purchase or otherwise the business or fixed assets of, or the Equity Interests of, any other Person; provided that the term “Capital Expenditures” shall not include Faneuil CapEx.

“Capitalized Lease” means, with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateralize” or “Cash Collateralization” means to deliver to the Administrative Agent an amount (whether in cash or in the form of a backstop letter of credit in form and substance reasonably satisfactory to, and issued by a U.S. commercial bank reasonably acceptable to, the Administrative Agent in its reasonable discretion) equal to 103% of the sum of

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“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within 360 days from the date of acquisition thereof; (b) commercial paper, maturing not more than 270 days after the date of issue rated P-1 by Moody’s or A-1 by Standard & Poor’s; (c) certificates of deposit maturing not more than 360 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (c) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof; (e) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000, which assets are primarily comprised of Cash Equivalents described in another clause of this definition; and (f) marketable tax exempt securities rated A or higher by Moody’s or A+ or higher by Standard & Poor’s, in each case, maturing within 270 days from the date of acquisition thereof.

“Cash Management Accounts” means the bank accounts of each Loan Party maintained at one or more Cash Management Banks listed on Schedule 8.01 (as such Schedule may be amended in accordance with Section 8.01(d)).

“Cash Management Bank” has the meaning specified therefor in Section 8.01(a). “CEA” means the CEA (7 U.S.C.§1 et seq.), as amended from time to time, and

any successor statute.

“Certificate of Beneficial Ownership” shall mean, for each Loan Party, the certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Loan Party.

“CFTC” means the Commodity Futures Trading Commission.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, judicial ruling, judgment 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 (whether or not having the force of law) and (ii) all requests, rules, guidelines or directives concerning capital adequacy

8

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 (whether or not having the force of law) shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued, promulgated, or implemented.

“Change of Control” means each occurrence of any of the following:

(a)the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) other than a Permitted Holder of beneficial ownership of more than the aggregate outstanding voting or economic power of the Equity Interests of the Parent owned by the Permitted Holders;

(b)during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by, or subsequently ratified by, a vote of at least a majority of the directors of the Parent then still in office who were either directors at the beginning of such period, or whose election or nomination for election was previously approved) cease for any reason to constitute a majority of the Board of Directors of the Parent;

(c)the Parent shall cease to have beneficial ownership (as defined in Rule 13d- 3 under the Exchange Act) of 100% of the aggregate voting or economic power of the Equity Interests of each other Loan Party and each of its Subsidiaries (other than in connection with any transaction permitted pursuant to Section 7.02(c)(i)), free and clear of all Liens (other than Permitted Specified Liens); or

(d)a “Change of Control” (or any comparable term or provision) under or with respect to any of the Equity Interests or Indebtedness of the Parent or any of its Subsidiaries.

“Collateral” means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations.

“Collateral Agent” has the meaning specified therefor in the preamble hereto. “Collection Accounts” means the Cash Management Accounts which are

designated as “collection accounts” on Schedule 8.01.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds).

“Commitments” means, with respect to each Lender, such Lender’s Revolving Credit Commitment.

“Compliance Certificate” means a certificate of an Authorized Officer of the Parent substantially in the form of Exhibit F.

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“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Borrowing Base” means, at any time, the aggregate of the Borrowing Bases of all Borrowers (as determined pursuant to the most recently delivered Borrowing Base Certificate).

“Consolidated EBITDA” means, with respect to any Person for any period:

plus

period to the extent deducted in the calculation of Consolidated Net Income for such period:

(i)any provision for United States federal income taxes or other taxes (including state, franchise and other similar taxes and foreign withholding taxes) measured by income, profit or capital,

(iii)any depreciation and amortization expense (including amortization of debt discounts, fees and charges incurred in connection with Indebtedness),

(iv)any aggregate net loss on the Disposition of property (other than accounts and Inventory) outside the ordinary course of business,

(v)fees, costs and expenses incurred during such period in connection with the Effective Date Transactions, including expenses relating to the acceleration of employee compensation in connection therewith, paid within 365 days following the Effective Date in an aggregate amount not to exceed $6,500,000,

(vi)fees, costs and expenses incurred during such period in connection with (A) any actual issuance of any Indebtedness or Equity Interests or (B) any actual acquisitions, investments, asset sales or divestitures permitted hereunder in an aggregate amount for clauses (A) and (B) not to exceed $3,000,000 in Fiscal Year ending September 30, 2022 and $1,000,000 in any Fiscal Year thereafter,

(vii)non-recurring cash charges incurred during such period in respect of restructurings, facilities closings, headcount reductions, integration or other similar actions, including severance charges in respect of employee terminations or relocation costs and business optimization costs, any loss from extraordinary items and non-recurring or unusual costs, expenses and charges (it being agreed that write downs of current assets, including Accounts Receivable and Inventory, shall not be deemed to be extraordinary, non-recurring or unusual for purposes of this clause) in an aggregate amount not to exceed (A) $8,500,000 for the three months ending June 30, 2022, (B) $8,500,000 in the aggregate for the six months ending September 30, 2022 and (C) $4,000,000 in any Fiscal Year thereafter (provided that supporting documentation

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reasonably satisfactory to the Agents certified by an Authorized Officer of the Parent is delivered to the Agents),

(x)losses, charges, expenses, costs, accruals or reserves of any kind associated with any litigation (including any legal fees and expenses) and/or payment of actual or prospective legal settlements, fines, judgments or orders in aggregate amount not to exceed (A) $500,000 in any Fiscal Year and (B) $2,000,000 during the term of this Agreement,

(xi)any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to Account Receivables and Inventory),

(xii)any non-cash charge in connection with any adjustment in the fair value of the Milestone Payments (as defined in the Realtime MIPA),

(xiii)[reserved],

period to the extent included in the calculation of such Consolidated Net Income for such period:

(i)any credit for United States federal income taxes or any other taxes (including state, franchise and other similar taxes and foreign withholding taxes) measured by income, profit or capital,

(iii)any aggregate net gain from the Disposition of property (other than Account Receivables and Inventory) outside the ordinary course of business, and

(iv)any other non-cash gain, including any reversal of a charge referred to in clause (b)(xi) above by reason of a decrease in the value of any Equity Interest;

in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period; provided,

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however, that the following shall be excluded: (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be consolidated into the net income of such Person), except to the extent of the amount of dividends or distributions paid to such Person or Subsidiary, (b) the net income of any Subsidiary of such Person that is, on the last day of such period, subject to any restriction or limitation on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation, and (c) the net income of any other Person arising prior to such other Person becoming a Subsidiary of such Person or merging or consolidating into such Person or its Subsidiaries.

“Consolidated Net Interest Expense” means, with respect to any Person for any period, (a) gross interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis and in accordance with GAAP (including, without limitation, interest expense paid to Affiliates of such Person), less (b) the sum of (i) interest income for such period and (ii) gains for such period on Hedging Agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of gross interest expense), plus (c) the sum of (i) losses for such period on Hedging Agreements (to the extent not included in gross interest expense) and (ii) the upfront costs or fees for such period associated with Hedging Agreements (to the extent not included in gross interest expense), in each case, determined on a consolidated basis and in accordance with GAAP.

“Contingent Indemnity Obligations” means any Obligation constituting a contingent, unliquidated indemnification obligation of any Loan Party, in each case, to the extent

(a) such obligation has not accrued and is not yet due and payable and (b) no claim has been made or is reasonably anticipated to be made with respect thereto.

“Contingent Obligation” means, with respect to any Person, any obligation of such Person guaranteeing or intending to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the ”primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, and (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,

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stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to the Agents, among the Collateral Agent, the financial institution, securities intermediary or other Person at which such account is maintained or with which such entitlement or contract is carried, and the Loan Party maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to the Collateral Agent.

“Covered Entity” means (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral, and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Current Value” has the meaning specified therefor in Section 7.01(m).

“Debtor Relief Law” means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect.

“Default” means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Administrative 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 L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within 2 Business Days of the date when due, (b) has notified the Administrative Borrower, or the Administrative Agent or any L/C Issuer 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

13

statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Administrative Borrower, to confirm in writing to the Administrative Agent and the Administrative 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

“Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 90 consecutive days, that is the result of dividing the dollar amount of (a) discounts, advertising allowances, credits, or other similar items that are granted in the ordinary course of business with respect to the Borrowers’ Accounts Receivable during such period, by (b) the Borrowers’ billings with respect to Accounts Receivable during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts Receivable by 1 percentage point for each percentage point by which Dilution is in excess of 5.0%.

“Disbursement Letter” means a disbursement letter, in form and substance satisfactory to the Agents, by and among the Loan Parties, the Agents, the Lenders and the other Persons party thereto, and the related funds flow memorandum describing the sources and uses of all cash payments in connection with the transactions contemplated to occur on the Effective Date.

“Disposition” means any transaction, or series of related transactions, pursuant to which any Person or any of its Subsidiaries sells, assigns, transfers, leases, licenses (as licensor) or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person. For purposes of clarification, “Disposition” shall include (a) the sale or other disposition for value of any contracts, (b) the early termination or modification of any contract resulting in the receipt by any Loan Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course for accrued and unpaid amounts due through the date of termination or modification), (c) any sale of merchant accounts (or any rights thereto (including, without limitation, any rights to any residual payment

14

stream with respect thereto)) by any Loan Party and (d) any disposition of property through a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends or distributions in cash, or (d) is convertible into or exchangeable for (i) Indebtedness or (ii) any other Equity Interests that would constitute Disqualified Equity Interests, in each case of clauses (a) through (d), prior to the date that is 95 days after the Final Maturity Date.

“Dollar,” “Dollars” and the symbol “$” each means lawful money of the United States of America.

“Domestic Subsidiary” means 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.

“Drawing Date” has the meaning specified therefor in Section 3.04(b). “Effective Date” has the meaning specified therefor in Section 5.01.

“Effective Date Transactions” means (a) the execution, delivery and performance of the Loan Documents and the making of the Loans hereunder, (b) the other transactions contemplated hereby and thereby to occur on the Effective Date.

“Effectiveness Date” means the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Effective Yield” means, as to any Loan, the effective yield on such Loan as determined by the Collateral Agent in good faith, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including, without limitation, upfront, underwriting, commitment or similar fees or original issue discount payable generally to all Lenders making such Loan, but excluding any arrangement, structuring or amendment fees or other fees payable in connection therewith that are not generally payable to all Lenders making such Loan.

“Eligible Accounts Receivable” means and include, the Accounts Receivable of a Borrower arising in the ordinary course of business and which meets all of the eligibility criteria set forth below, as determined by the Administrative Agent, in its Permitted Discretion:

(a)delivery of the merchandise or the rendition of the services has been completed with respect to such Account Receivable (except to the extent the merchandise has been shipped in accordance with instructions from the Account Debtor, and such Account Debtor has agreed that such shipment constitutes delivery);

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(b)no return, rejection, repossession or dispute has occurred with respect to such Account Receivable, the Account Debtor is not subject to any setoff, defense or counterclaim with respect to such Account Receivable, and there has not occurred any extension of the time for payment with respect to such Account Receivable without the consent of the Administrative Agent, provided that, in the case of any dispute, setoff, defense or counterclaim with respect to an Account Receivable, the portion of such Account Receivable not subject to such dispute, potential (or actual) setoff, defense or counterclaim will not be ineligible solely by reason of this clause (b);

(c)such Account Receivable is subject to a first priority perfected and enforceable Lien in favor of the Collateral Agent for the benefit of the Agents and the Secured Parties, and is lawfully owned by a Borrower free and clear of any Lien (other than Liens in favor of the Collateral Agent for the benefit of the Agents and the Secured Parties and Liens permitted under clauses (b) and (k) of the definition of “Permitted Liens”, so long as the Lien in favor of the Collateral Agent remains a first priority Lien) and otherwise continues to be in conformity in all material respects with all representations and warranties made by Borrowers to the Agents and the Lenders with respect thereto in the Loan Documents, and such Borrower has the right to grant Liens on such Account Receivable;

(d)such Account Receivable (i) is not evidenced by a promissory note, chattel paper, bill of sale or any other instrument or other document in respect of which the perfection or priority of the security interest of the Collateral Agent in such document would be enhanced or ensured by possession under applicable law unless the original of such document is in the possession of the Collateral Agent and contains all necessary endorsements in favor of the Collateral Agent, and (ii) is unconditionally payable by a Borrower in Dollars;

(e)(i) no more than 145 days have elapsed from the invoice date in the case of any Account Receivable for which the Account Debtor is Reckitt Benckiser and (ii) no more than 60 days have elapsed from the invoice due date and no more than 90 days have elapsed from the invoice date with respect to any other Account Receivable;

(g)such Account Receivable does not constitute an obligation of the federal government of the United States (or any other United States federal Governmental Authority) which is either (i) eligible for assignment under the Federal Assignment of Claims Act (unless, if applicable, all steps required by the Administrative Agent in connection therewith, including notice to the United States Government under the Federal Assignment of Claims Act have been duly taken in a manner satisfactory to the Administrative Agent) or (ii) otherwise subject to an enforceable restriction on the assignment thereof under federal law that would pre-empt the provisions of Section 9-406 of the Uniform Commercial Code (unless all necessary steps have been taken to comply with such restrictions on assignment); provided, that notwithstanding the foregoing, up to $5,000,000 in the aggregate for any Account Receivable of the type described in this clause (g) may be an Eligible Account Receivable at any time so long as the owner or beneficiary of such Account Receivable is Faneuil;

(h)the Account Debtor (or the applicable office of the Account Debtor) with respect to such Account is located in the continental United States, unless such Account is (i)

16

supported by a letter of credit or other similar obligation or (ii) covered by credit insurance, in each case satisfactory to the Administrative Agent;

(i)with respect to the Account Debtor for such Account Receivable, not more than 50% of the aggregate amount of all Accounts Receivable of such Account Debtor are excluded on the basis of the aging requirements set forth in clause (e) above;

(j)with respect to the Account Debtor for such Account Receivable, to the extent that the aggregate amount of outstanding Accounts Receivable of such Account Debtor does not exceed 20% of all Eligible Accounts Receivable;

(k)the sale to the Account Debtor is not on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis;

(l)the Account Debtor with respect to such Account Receivable is not a Blocked Person;

(m)the Account Debtor with respect to such Account Receivable (i) has not filed a petition for bankruptcy or any other relief under any Debtor Relief Law, (ii) has not failed, suspended business operations, become insolvent or called a meeting of its creditors or otherwise commenced action under any assignment for the benefit of creditor statute, (iii) has not had or suffered to be appointed a receiver or a trustee for all or a significant portion of its assets or affairs or (iv) in the case of an Account Debtor who is an individual, is not an employee of a Borrower or any of its Affiliates and has not died or been declared incompetent;

(n)the Administrative Agent is, and continues to be, satisfied in its Permitted Discretion with the credit standing of the Account Debtor with respect to such Account Receivable in relation to the amount of credit extended with respect to such Account Debtor, and the Administrative Agent believes, in its reasonable discretion, that the prospect of collection of such Account Receivable is not impaired for any reason; and

(o)such Account Receivable is and at all times shall continue to be acceptable to the Administrative Agent in its Permitted Discretion;

provided, that notwithstanding the foregoing, Accounts Receivable owing from TTEC Government Solutions, LLC pursuant to the Transition Services Agreement shall be deemed Eligible Accounts Receivable for a period of one hundred twenty days after the First Amendment Effective Date so long as no more than thirty days have elapsed from receipt of each invoice and Borrowers have provided an intra month aging report for such Accounts Receivable.  

The Administrative Agent reserves the right, at any time and from time to time after the Effective Date, if any Account Receivable at any time ceases to be an Eligible Account Receivable and the Administrative Agent becomes aware of such fact, to, in its Permitted Discretion, exclude such Account Receivable from the calculation of the Borrowing Base. In the event that (i) any Borrower shall acquire any new assets after the Effective Date or (ii) a new Borrower is joined as a party to this Agreement under any circumstance, no such Accounts Receivable acquired in such acquisition or belonging to such new Borrower shall, unless otherwise approved by the Administrative Agent in the exercise of its Permitted Discretion, constitute an Eligible Account Receivable for any purpose under this Agreement until the Administrative Agent

17

shall have completed a Field Survey and Audit with respect to such after-acquired assets or new Borrower.

“Eligible Contract Participant” means an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Eligibility Date” means, with respect to each Loan Party and each Swap, the date on which this Agreement or any other Loan Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effectiveness Date of such Swap if this Agreement or any other Loan Document is then in effect with respect to such Loan Party, and otherwise it shall be the Effectiveness Date of this Agreement or such other Loan Document to which such Loan Party is a party).

“Embargoed Property” shall mean any property (a) in which a Sanctioned Person holds an interest; (b) beneficially owned, directly or indirectly, by a Sanctioned Person; (c) that is due to or from a Sanctioned Person; (d) that is located in a Sanctioned Jurisdiction; or (e) that would otherwise cause any actual or possible violation by the Lenders or Agent of any applicable Anti-Terrorism Law if the Lenders were to obtain an encumbrance on, lien on, pledge of or security interest in such property or provide services in consideration of such property.

“Employee Plan” means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or that was maintained at any time during the 6 calendar years preceding the date of any borrowing hereunder) for employees of any Loan Party or any of its ERISA Affiliates.

“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Person or Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (a) from any assets, properties or businesses owned or operated by any Loan Party or any of its Subsidiaries or any predecessor in interest; (b) from adjoining properties or businesses; or (c) onto any facilities which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries or any predecessor in interest.

“Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other Requirement of Law, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment or other government restrictions relating to the protection of the environment or the Release, deposit or migration of any Hazardous Materials into the environment.

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“Environmental Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any environmental condition or a Release of Hazardous Materials from or onto (a) any property presently or formerly owned by any Loan Party or any of its Subsidiaries or (b) any facility which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“Equity Interests” means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non- voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.

“Equity Issuance” means either (a) the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Equity Interests or (b) the receipt by the Parent of any cash capital contributions.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.

“Erroneous Payment” has the meaning assigned to it in Section 10.16(a). “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in

Section 10.16(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section

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“Event of Default” has the meaning specified therefor in Section 9.01.

“Excess Availability” means, as of any date of determination, the amount equal to the result of (a) Availability minus (b) the aggregate amount, if any, of all trade payables of the Parent and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of the Parent and its Subsidiaries in excess of historical practices with respect thereto, in each case, as determined by the Agents in their discretion.

“Exchange Act” means the Securities Exchange Act of 1934, as amended. “Excluded Account” means (a) any deposit account specifically and exclusively

used for payroll, payroll taxes and other employee wage and benefit payments (including Roth IRA contributions) to or for the benefit of any Loan Party’s employees and (b) any Petty Cash Accounts.

“Excluded Equity Issuance” means (a) in the event that the Parent or any of its Subsidiaries forms any Subsidiary in accordance with this Agreement, the issuance by such Subsidiary of Equity Interests to the Parent or such Subsidiary, as applicable, (b) the issuance of Equity Interests by the Parent to any Person that is an equity holder of the Parent prior to such issuance (an “Equity Holder”) so long as such Equity Holder did not acquire any Equity Interests of the Parent so as to become an Equity Holder concurrently with, or in contemplation of, the issuance of such Equity Interests to such Equity Holder, (c) the issuance of Equity Interests of the Parent to directors, officers and employees of the Parent and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors of the Parent, (d) the issuance of Equity Interests of the Parent to finance (i) the payment of a Milestone Payment described in clause (j) of “Permitted Indebtedness” or (ii) the payment of accrued interest and principal on the Montgomery Subordinated Note on the maturity date thereof and (e) the issuance of Equity Interests by a Subsidiary of the Parent to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (a) – (d) above.

“Excluded Hedge Liability or Liabilities” means, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any other Loan Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any other Loan Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security

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interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the other Loan Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.12(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.09, 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 2.09(d) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Executive Order No. 13224” means the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Existing Facility Agreement" has the meaning specified therefor in the recitals

hereto.

“Existing Lenders” means the lenders party to any Existing Facility Agreement. “Existing Loans” has the meaning specified therefor in the recitals hereto. “Existing Obligations” has the meaning specified therefor in 13.01

“Exit Agreement” means that certain Collateral Agent and Term Loan Lender Exit

Agreement, dated as of the Effective Date, by and among the Loan Parties party thereto, the lenders party thereto, Cerberus Business Finance, LLC, and PNC.

“Extraordinary Receipts” means any cash received by the Parent or any of its Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.05(c)(ii) or (iii) hereof), including, without limitation, (a) foreign, United States, state or local tax refunds in an aggregate amount exceeding $500,000 during the term of this Agreement,

(b) pension plan reversions, (c) proceeds of insurance (other than to the extent such insurance proceeds are (i) immediately payable to a Person that is not the Parent or any of its Subsidiaries in

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accordance with applicable Requirements of Law or with Contractual Obligations entered into in the ordinary course of business or (ii) received by the Parent or any of its Subsidiaries as reimbursement for any out-of-pocket costs incurred or made by such Person prior to the receipt thereof directly related to the event resulting from the payment of such proceeds), (d) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action,

(e) condemnation awards (and payments in lieu thereof), (f) indemnity payments and (g) any purchase price adjustment received in connection with any purchase agreement.

“Facility” means the real property identified on Schedule 1.01(B) and any New Facility hereafter acquired by the Parent or any of its Subsidiaries, including, without limitation, the land on which each such facility is located, all buildings and other improvements thereon, and all fixtures located thereat or used in connection therewith.

“Faneuil” has the meaning specified therefor in the preamble hereto.

“Faneuil CapEx” means any expenditures made by any Loan Party for or in connection with (a) the construction of new call centers for use by or the benefit of Faneuil, as consented to by the Collateral Agent in writing, and (b) implementation or other set-up costs for any client of Faneuil to the extent that such amounts are to be reimbursed to Faneuil by such client pursuant to a binding agreement between Faneuil and such client (provided that evidence of such agreement reasonably satisfactory to the Collateral Agent is delivered to the Collateral Agent), so long as the aggregate amount of all unreimbursed amounts that will be reimbursed to Faneuil by clients pursuant to binding agreements shall not exceed $10,000,000 at any time.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal, tax or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of Sections 1471 through 1474 of the Internal Revenue Code and the Treasury Regulations thereunder.

“FCPA” has the meaning specified therefor in Section 6.01(aa).

“Federal Funds Effective Rate” means, for any day, the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided that, if such Federal Reserve Bank (or its successor) does not announce

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such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

“Federal Funds Open Rate” means, for any day, the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by Administrative Agent (an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest hereunder will change automatically without notice to the Borrowers, effective on the date of any such change.

“Fee Letter” means the fee letter, dated as of the Effective Date, among the Borrowers and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time).

“Field Survey and Audit” means a field survey and audit of the Loan Parties and an appraisal of the Collateral performed by auditors, examiners and/or appraisers selected by the Administrative Agent in consultation with the Administrative Borrower, at the sole cost and expense of the Borrowers (provided that so long as no Event of Default shall have occurred and be continuing, such costs and expenses payable by the Borrowers shall not exceed $40,000 during any calendar year).

“Final Maturity Date” means June 29, 2025.

"Financial Statements" means (a) the audited consolidated balance sheet of the Parent and its Subsidiaries for the Fiscal Year ended September 30, 2020, and the related consolidated statement of operations, shareholders' equity and cash flows for the Fiscal Year then ended and (b) the unaudited consolidated balance sheet of the Parent and its Subsidiaries for the 8 months ended May 31, 2021, and the related consolidated statement of operations and cash flows for the 8 months then ended.

“First Amendment Effective Date” means April 1, 2022.

“Fiscal Year” means the fiscal year of the Parent and its Subsidiaries ending on September 30 of each year.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of (a) Consolidated EBITDA of such Person and its Subsidiaries for such period, to (b) the sum of (i) all principal of Indebtedness of such Person and its Subsidiaries scheduled to be paid or prepaid during such period (excluding, for the avoidance of doubt, payments under Section 2.05), plus (ii) Consolidated Net Interest Expense of such Person and its Subsidiaries for such period, plus (iii) income taxes paid or payable by such Person and its Subsidiaries during such period

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(excluding, for the avoidance of doubt, federal and state taxes paid in cash as a result of the gain associated with the TTEC Sale so long as proceeds from the TTEC Sale are used for the payment of such taxes), plus (iv) cash dividends or distributions paid, or the purchase, redemption or other acquisition or retirement for value (including in connection with any merger or consolidation), by such Person or any of its Subsidiaries, in respect of the Equity Interests of such Person or any of its Subsidiaries (other than dividends or distributions paid by a Loan Party to any other Loan Party) during such period, plus (v) all management, consulting, monitoring, and advisory fees paid by such Person or any of its Subsidiaries to any of its Affiliates during such period (other than reasonable salaries paid to officers in the ordinary course of business in an aggregate amount not to exceed $750,000 in any Fiscal Year), plus (vi) unfinanced Capital Expenditures made by such Person and its Subsidiaries during such period.  

time in the United States, applied on a consistent basis, provided that for the purpose of Section

7.03 hereof and the definitions used therein, “GAAP” shall mean generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the Financial Statements, provided, further, that if there occurs after the date of this Agreement any change in GAAP that affects in any respect the calculation of any covenant contained in Section

7.03 hereof, the Collateral Agent and the Administrative Borrower shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Borrowers after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the covenants in Section 7.03 hereof shall be calculated as if no such change in GAAP has occurred.

“Governing Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization, and the operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture, declaration or other applicable agreement or documentation evidencing or otherwise relating to its formation or organization, governance and capitalization; and (d) with respect to any

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of the entities described above, any other agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization.

“Governmental Acts” has the meaning specified therefor in Section 3.09. “Governmental Authority” means any nation or government, any foreign, Federal,

state, territory, provincial, city, town, municipality, county, local or other political subdivision thereof or thereto and  any department, commission, board, bureau, instrumentality, agency, authority, division, 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) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guaranteed Obligations” has the meaning specified therefor in Section 11.01.

“Guarantor” means (a) each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto, and (b) each other Person which guarantees, pursuant to Section 7.01(b) or otherwise, all or any part of the Obligations.

“Guaranty” means (a) the guaranty of each Guarantor party hereto contained in Article XI hereof and (b) each other guaranty, in form and substance satisfactory to the Collateral Agent, made by any other Guarantor in favor of the Collateral Agent for the benefit of the Agents and the Lenders guaranteeing all or part of the Obligations.

“Hazardous Material” means (a) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws or that is likely to cause immediately, or at some future time, harm to or have an adverse effect on, the environment or risk to human health or safety, including, without limitation, any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law and which is present in the environment in such quantity or state that it contravenes any Environmental Law;

“Hedge Liabilities” means the liabilities of the Borrowers under any Hedging Agreement as calculated on a marked-to-market basis in accordance with GAAP.

“Hedging Agreement” means any interest rate, foreign currency, commodity or equity exchange, swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or

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equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

“Highest Lawful Rate” means, with respect to any Agent or any Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws applicable to such Agent or such Lender which are currently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Holdout Lender” has the meaning specified therefor in Section 12.02(b). “Indebtedness” means, with respect to any Person, without duplication, (a) all

indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables or other accounts payable incurred in the ordinary course of such Person’s business and not outstanding for more than 90 days after the date such payable was created and any earn-out, purchase price adjustment or similar obligation until such obligation appears in the liabilities section of the balance sheet of such Person); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (d) all reimbursement, payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited to repossession or sale of such property; (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities; (g) the amount of any net obligations of such Persons under any Hedging Agreement which on any date shall be deemed to be the Swap Termination Value thereof as of such date; (h) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (i) all Contingent Obligations; (j) all Disqualified Equity Interests; and (k) all obligations referred to in clauses (a) through (j) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly non-recourse to such Person.

“Indemnified Matters” has the meaning specified therefor in Section 12.15. “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or

with respect to any payment made by or on account of any obligation any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitees” has the meaning specified therefor in Section 12.15.

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“Individual Advance Amount” means with respect to (a) Faneuil, $27,500,000,

(b) PCC, $27,500,000, and (c) the Parent, $0.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law.

“Intellectual Property” has the meaning specified therefor in the Security

Agreement.

“Intellectual Property Contracts” means all agreements concerning Intellectual

Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

“Intercompany Subordination Agreement” means an Intercompany Subordination Agreement made by the Parent and its Subsidiaries in favor of the Collateral Agent for the benefit of the Agents and the Lenders, in form and substance reasonably satisfactory to the Collateral Agent.

“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Reference Rate Loan to a LIBOR Rate Loan) and ending 1, 2 or 3 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period 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), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2 or 3 months after the date on which the Interest Period began, as applicable, and (e) the Borrowers may not elect an Interest Period which will end after the Final Maturity Date.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended (or any successor statute thereto) and the regulations thereunder.

“Inventory” means, with respect to any Person, all goods and merchandise of such Person leased or held for sale or lease by such Person, including, without limitation, all raw materials, work-in-process and finished goods, and all packaging, supplies and materials of every nature used or usable in connection with the shipping, storing, advertising or sale of such goods

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and merchandise, whether now owned or hereafter acquired, and all such other property the sale or other disposition of which would give rise to an Account Receivable or cash.

“Investment” means, with respect to any Person, (a) any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances or other extensions of credit (excluding Accounts Receivable arising in the ordinary course of business), capital contributions or acquisitions of Indebtedness (including, any bonds, notes, debentures or other debt securities), Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), (b) the purchase or ownership of any futures contract or liability for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or (c) any investment in any other items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP.

“ISP98 Rules” has the meaning specified therefor in Section 3.02(b).

“Joinder Agreement” means a Joinder Agreement, substantially in the form of Exhibit A, duly executed by a Subsidiary of a Loan Party made a party hereto pursuant to Section 7.01(b).

“L/C Fee Rate” means, as of any date of determination:

(a)The respective level indicated below based upon the Leverage Ratio set forth opposite thereto, which ratio shall be calculated as of the end of the most recent fiscal quarter of the Parent and its Subsidiaries for which quarterly financial statements and a certificate of an Authorized Officer of the Parent are received by the Agents and the Lenders in accordance with Section 7.01(a)(ii) and Section 7.01(a)(iv):

(b)Subject to clause (c) below, the adjustment of the L/C Fee Rate (if any) will occur 2 Business Days after the date the Administrative Agent receives the quarterly financial statements and a certificate of an Authorized Officer of the Parent in accordance with Section 7.01(a)(ii) and Section 7.01(a)(iv).

(x) upon the occurrence and during the continuation of a Default or Event of Default, or (y) if for any period, the Administrative Agent does not receive the financial statements and certificates described in clause (c) above, for the period commencing on the date such financial statements and certificate were required to be delivered through the date on which such financial statements and certificate are actually received by the Administrative Agent and the Lenders; and

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(ii) in the event that any financial statement or certificate described in clause (b) above is inaccurate (regardless of whether this Agreement or any Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher L/C Fee Rate for any fiscal period, then the L/C Fee Rate for such fiscal period shall be adjusted retroactively (to the effective date of the determination of the L/C Fee Rate that was based upon the delivery of such inaccurate financial statement or certificate) to reflect the correct L/C Fee Rate, and the Borrowers shall promptly make payments to the Agents and the Lenders to reflect such adjustment.

“L/C Issuer” means PNC Bank, National Association, or such other bank as the Administrative Agent may select in its sole and absolute discretion.

“Lease” means any lease of real property to which any Loan Party or any of its Subsidiaries is a party as lessor or lessee.

“Lender” has the meaning specified therefor in the preamble hereto.

“Lender-Provided Hedge Agreement” means a Hedging Agreement which is provided by any Lender, Agent or any affiliate thereof. Except to the extent of any Excluded Hedge Liabilities, the Hedge Liabilities of the Borrowers to the provider of any Lender- Provided Hedge Agreement shall be “Obligations” hereunder, guaranteed obligations under any Guaranty and secured obligations under any Security Agreement and otherwise treated as Obligations for purposes of each of the Loan Documents. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Loan Documents, but the Persons to whom such Hedge Liabilities are owed shall not have any right to vote or take any other actions under this Agreement or the other Loan Documents; provided, that, any such Person who is an Agent or Lender shall have the right to vote or take any other actions under this Agreement or the other Loan Documents in its capacity as Agent or Lender, as applicable.

“Letter of  Credit Application”  has the meaning specified therefor  in Section

3.02(a).

“Letter of Credit Borrowing” has the meaning specified therefor in Section 3.04(d). “Letter of Credit Fees” has the meaning specified therefor in Section 2.06(d). “Letter of Credit Guaranty” means one or more guaranties by the Administrative

Agent in favor of the L/C Issuer guaranteeing or relating to the Borrowers’ obligations to the L/C Issuer under a reimbursement agreement, Letter of Credit Application or other like document in respect of any Letter of Credit.

“Letter of Credit Obligations” means, at any time and without duplication, the sum of (a) Reimbursement Obligations with respect to all Letters of Credit at such time plus (b) the Maximum Undrawn Amount with respect to all Letters of Credit at such time, plus (c) all amounts for which the Administrative Agent may be liable to the L/C Issuer pursuant to any Letter of Credit Guaranty with respect to any Letter of Credit.

“Letter of Credit Sublimit” means $15,000,000.

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“Letters of Credit” has the meaning specified therefor in Section 3.01.

“Leverage Ratio” means, with respect to any Person and its Subsidiaries for any period, the ratio of (a) all Indebtedness described in clauses (a) (but excluding Indebtedness under the Subordinated Notes), (b), (c), (d), and (e) in the definition thereof of such Person and its Subsidiaries as of the end of such period to (b) Consolidated EBITDA of such Person and its Subsidiaries for such period. For purposes of this definition, Consolidated EBITDA shall be calculated as follows: (i) for the fiscal quarter ending June 30, 2022, such amount for the consecutive 3 month period ending June 30, 2022 times four (4), (ii) for the fiscal quarter ending September 30, 2022, such amount for the consecutive 6 month period ending September 30, 2022 times two (2), (iii) for the fiscal quarter ending December 31, 2022, such amount for the consecutive 9 month period ending December 31, 2022 times four-thirds (4/3), and (iv) for the fiscal quarter ending March 31, 2023, such amount for the consecutive 12 months then ending.

“LIBOR” means for any LIBOR Rate Loan for the then current Interest Period relating thereto, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by Agent as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (a “LIBOR Alternate Source”), at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such LIBOR Rate Loan and having a borrowing date and a maturity comparable to such Interest Period (or (x) if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by Agent at such time (which determination shall be conclusive absent manifest error), or (y) if the LIBOR Rate is unascertainable as set forth in Section 2.04(f) hereof, a comparable replacement rate determined in accordance with Section 2.04(f) hereof), by (b) a number equal to 1.00 minus the Reserve Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less than one, such rate shall be deemed to be one for purposes of this Agreement. The LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective date of any change in the Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to Administrative Borrower of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

“LIBOR Deadline” has the meaning specified therefor in Section 2.07(a). “LIBOR Notice” means a written notice substantially in the form of Exhibit D. “LIBOR Option” has the meaning specified therefor in Section 2.07(a).

“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the greater of (a) the rate per annum determined by the Administrative Agent (rounded upwards if necessary, to the next 1/100%) by dividing (i) LIBOR for such Interest Period by (ii) 100% minus the Reserve Percentage and (b) 1.00%. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

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“LIBOR Rate Loan” means each portion of a Loan that bears interest at a rate determined by reference to the LIBOR Rate.

“Lien” means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any Capitalized Lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

“Loan” means any Revolving Loan made by an Agent or a Lender to the Borrowers pursuant to Article II hereof.

“Loan Account” means an account maintained hereunder by the Administrative Agent on its books of account at the Payment Office, and with respect to the Borrowers, in which the Borrowers will be charged with all Loans made to, and all other Obligations incurred by, the Borrowers.

“Loan Document” means this Agreement, any Control Agreement, the Disbursement Letter, the Fee Letter, the Exit Agreement, any Guaranty, the Intercompany Subordination Agreement, any Joinder Agreement, any Letter of Credit Application, any Mortgage, any Security Agreement, any UCC Filing Authorization Letter, any landlord waiver, any collateral access agreement, any Perfection Certificate and any other agreement, instrument, certificate, report and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Loan, any Letter of Credit Obligation or any other Obligation.

“Loan Party” means any Borrower and any Guarantor.

“Material Adverse Effect” means a material adverse effect on any of (a) the condition (financial or otherwise), business, operations, assets or liabilities of the Loan Parties taken as a whole, (b) the ability of the Loan Parties taken as a whole to perform any of their payment or other material obligations under any Loan Document, (c) the legality, validity or enforceability of this Agreement or any other Loan Document, (d) the rights and remedies of any Agent or any Lender under any Loan Document, or (e) the validity, perfection or priority of a Lien in favor of the Collateral Agent for the benefit of the Agents and the Lenders on Collateral having a fair market value in excess of $1,000,000.

“Material Contract” means, with respect to any Person, (a) each contract or agreement to which such Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $1,500,000 or more in any Fiscal Year (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 60 days’ notice without penalty or premium) and (b) all other contracts or agreements as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“Maximum Face Amount” means, with respect to any outstanding Letter of Credit, the face amount of such Letter of Credit including all automatic increases provided for in such

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Letter of Credit, whether or not any such automatic increase has become effective.

“Maximum Undrawn Amount” means, with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

"Montgomery Subordinated Note" means that certain Convertible Promissory Note, dated as of the Effective Date, issued by the Parent to Elizabeth Glazer 2012 Trust, as in effect on the date hereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. “Mortgage” means a mortgage (including, without limitation, a leasehold

mortgage), deed of trust or deed to secure debt, in form and substance satisfactory to the Collateral Agent, made by a Loan Party in favor of the Collateral Agent for the benefit of the Agents and the Lenders, securing the Obligations and delivered to the Collateral Agent.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any of its ERISA Affiliates has contributed, or has been obligated to contribute, to at any time during the preceding 6 years.

“Net Amount of Eligible Accounts Receivable” means the aggregate unpaid invoice amount of Eligible Accounts Receivable less, without duplication, sales, excise or similar taxes, returns, discounts, chargebacks, claims, advance payments, credits and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed with respect to such Eligible Accounts Receivable.

“Net Cash Proceeds” means, with respect to, any issuance or incurrence of any Indebtedness, any Equity Issuance, any Disposition or the receipt of any Extraordinary Receipts by any Person or any of its Subsidiaries, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person or such Subsidiary, in connection therewith after deducting therefrom only (a) in the case of any Disposition or the receipt of any Extraordinary Receipts consisting of insurance proceeds or condemnation awards, the amount of any Indebtedness secured by any Permitted Lien on any asset (other than Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection therewith (other than Indebtedness under this Agreement), (b) reasonable expenses related thereto incurred by such Person or such Subsidiary in connection therewith, (c) transfer taxes paid to any taxing authorities by such Person or such Subsidiary in connection therewith, and (d) net income taxes to be paid in connection therewith (after taking into account any tax credits or deductions and any tax sharing arrangements), in each case, to the extent, but only to the extent, that the amounts so deducted are (i) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or any of its Subsidiaries and

“New Lending Office” has the meaning specified therefor in Section 2.09(d).

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“Non-Qualifying Party” means any Loan Party that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Non-U.S. Lender” has the meaning specified therefor in Section 2.09(d). “Notice of Borrowing” has the meaning specified therefor in Section 2.02(a).

“Obligations” means all present and future indebtedness, obligations, and liabilities of each Loan Party to the Agents and the other Secured Parties arising under or in connection with this Agreement or any other Loan Document, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 9.01. Without limiting the generality of the foregoing, the Obligations of each Loan Party under the Loan Documents include

“OFAC Sanctions Programs” means (a) the Requirements of Law and Executive Orders administered by OFAC, including, without limitation, Executive Order No. 13224, and

“Operating Accounts” means the Cash Management Accounts which are designated as “operating accounts” on Schedule 8.01.

“Order” has the meaning specified therefor in Section 3.10.

“Other Connection Taxes” means, 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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means 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 Loan Document.

“Overnight Bank Funding Rate” shall mean, for any, day the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized

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electronic source (such as Bloomberg) selected by the Agent for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.

“Parent” has the meaning specified therefor in the preamble hereto.

“Parent Buybacks” has the meaning specified therefor in the definition of Permitted Restricted Payments.

“Participant Register” has the meaning specified therefor in Section 12.07(i). “Participation Commitment” means each Revolving Loan Lender’s obligation to

buy a participation of the Letters of Credit issued hereunder.

“Participation Revolving Loan” has the meaning specified therefor in Section

3.04(c) hereof.

“Payment Office” means the Administrative Agent’s office located at Two Tower

Center Boulevard, East Brunswick, New Jersey 08816, or at such other office or offices of the Administrative Agent as may be designated in writing from time to time by the Administrative Agent to the Collateral Agent and the Administrative Borrower.

“Payment Recipient” has the meaning assigned to it in Section 10.16(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Perfection Certificate” means a certificate in form and substance satisfactory to

the Collateral Agent providing information with respect to the property of each Loan Party.

“Permitted Discretion” means, as applicable, the Collateral Agent’s or Administrative Agent’s good faith and reasonable (from the perspective of an asset based lender in credit facilities of the type contemplated hereby) business judgment and consistent with the applicable Agent’s customary practices in asset based credit facilities of the type contemplated hereby.

“Permitted Disposition” means:

(b)licensing, on a non-exclusive  basis, Intellectual Property rights in the ordinary course of business;

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(d)(i) the lapse of Registered Intellectual Property of the Parent and its Subsidiaries to the extent not economically desirable in the conduct of their business or (ii) the abandonment of Intellectual Property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Secured Parties;

(f)any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;

(g)so long as no Event of Default has occurred and is continuing or would result therefrom, transfers of assets (i) from a Loan Party to another Loan Party, and (ii) from any Subsidiary of the Parent that is not a Loan Party to any other Subsidiary of the Parent;

(h)Disposition of (i) obsolete or worn-out equipment in the ordinary course of business or (ii) property which any Loan Party in good faith determines is no longer used or useful in the conduct of the business of such Loan Party; and

(i)Disposition of property or assets not otherwise permitted in clauses (a) through (h) above for cash in an aggregate amount not less than the fair market value of such property or assets;

provided that the Net Cash Proceeds of such Dispositions (including the proposed Disposition) (1) in the case of clauses (h) and (i) above, do not exceed $500,000 in the aggregate in any Fiscal Year and (2) in all cases are paid to the Administrative Agent for the benefit of the Agents and the Lenders pursuant to the terms of Section 2.05(c)(ii) or applied as provided in Section 2.05(c)(vi).

“Permitted Holder” means Jess M. Ravich or any Specified Party. “Permitted Indebtedness” means:

(a)any Indebtedness owing to any Agent or any Lender under this Agreement and the other Loan Documents;

(b)any other Indebtedness listed on Schedule 7.02(b), and any Permitted Refinancing Indebtedness in respect of such Indebtedness;

(c)Permitted Purchase Money Indebtedness and any Permitted Refinancing Indebtedness in respect of such Indebtedness;

(e)Indebtedness incurred in the ordinary course of business under performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than obligations for  the payment of borrowed money or other

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Indebtedness) or in respect of worker’s compensation claims, and reimbursement obligations in respect of any of the foregoing;

(f)Indebtedness owed to any Person providing property, casualty, liability, or other insurance to the Loan Parties, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only during such period;

(g)the incurrence by any Loan Party of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party’s operations and not for speculative purposes;

(h)Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar cash management services, in each case, incurred in the ordinary course of business;

(j)the Milestone Payments (as defined in the Realtime MIPA) pursuant to and in accordance with the Realtime MIPA, in an aggregate amount not to exceed $5,000,000, provided, that, the payments of such Milestone Payments shall not exceed (i) $2,500,000 for the twelve (12) month period ended September 30, 2021, to be paid, if applicable, on or before March 31^st, 2022 and (ii) $2,500,000 for the twelve (12) month period ended September 30, 2022, to be paid, if applicable, on or before March 31^st, 2023, provided, further, that, in each case, (w) no Default or Event of Default has occurred and is continuing or would result from such payment, (x) unless such Milestone Payment is financed through an Equity Issuance, both immediately before and after giving effect to such payment, Availability plus Qualified Cash is equal to or greater than $10,000,000, (y) unless such Milestone Payment is financed through an Equity Issuance, both immediately before and after giving effect to such payment, the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (z) the Collateral Agent shall have received a certificate of the chief financial officer of Parent, certifying that the applicable conditions set forth in clauses (w), (x) and (y) have been satisfied (together with supporting calculations), which such certificate shall be delivered no later than three (3) Business Days prior to the date of such payment;

(k)[reserved];

(l)unsecured Indebtedness of the Parent owing to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase by the Parent of the common Equity Interests of the Parent that has been issued to such Persons, so long as (i) such repurchase is permitted under Section

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7.02(h), (ii) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (iii) the aggregate amount of all such Indebtedness incurred pursuant to this clause (l), together with the aggregate amount of all Restricted Payments made pursuant to clause (b) of the definition of Permitted Restricted Payments, does not exceed

$500,000 at any time outstanding, and (iv) such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to the Collateral Agent;

(m)unsecured guarantees by any Borrower arising with respect to customary agreements entered into by the other Loan Parties in the ordinary course of business and not otherwise prohibited by the terms of this Agreement; and

(n)Indebtedness incurred in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds, so long as such Indebtedness is repaid in full within 3 Business Days of the incurrence thereof and does not exceed $1,000,000 at any time outstanding.

“Permitted Intercompany Investments” means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance, the parties thereto are party to the Intercompany Subordination Agreement, and (d) a Loan Party to or in a Subsidiary that is not a Loan Party so long as (i) the aggregate amount of all such Investments made by the Loan Parties to or in Subsidiaries that are not Loan Parties does not exceed $1,000,000 at any time outstanding, (ii) no Default or Event of Default has occurred and is continuing either before or after giving effect to such Investment, and (iii) the Borrowers have Excess Availability plus Qualified Cash of not less than $10,000,000 after giving effect to such Investment.

“Permitted Investments” means:

(b)Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;

(c)advances made in connection with purchases of goods or services in the ordinary course of business;

(d)Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries;

(e)Investments existing on the date hereof, and Investments which are committed to be made pursuant to a definitive agreement or binding commitment existing on the Effective Date, in each case as set forth on Schedule 7.02(e) hereto, but not any increase in the amount thereof as set forth in such Schedule or any other modification of the terms thereof (except for any increase in value thereof);

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(g)Investments constituting loans and advances by any Borrower and its Subsidiaries to their respective employees, officers and directors in the ordinary course of business in an aggregate amount not to exceed $500,000 at any time outstanding;

(h)payroll, commissions, travel and similar advances made to employees to cover matters that are expected at the time of such advances to be treated as expenses of the Parent and its Subsidiaries for accounting purposes and that are made in the ordinary course of business in an aggregate amount not to exceed $300,000 at any time outstanding;

(i)Investments of any Person existing at the time such Person becomes a Subsidiary or consolidates or merges with any Borrower or any of its Subsidiaries so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger and were in existence on the date of such event; and

(j)so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed $3,000,000 at any time outstanding.

“Permitted Liens” means:

(b)Liens for taxes, assessments and governmental charges the payment of which is not required under Section 7.01(c)(iii);

(c)Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) that are not overdue by more than 30 days or are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor;

(d)Liens described on Schedule 7.02(a), provided that any such Lien shall only secure the Indebtedness that it secures on the Effective Date and any Permitted Refinancing Indebtedness in respect thereof;

(e)purchase money Liens on equipment and other fixed or capital assets acquired, constructed, improved or held by any Loan Party or any of its Subsidiaries in the ordinary course of its business to secure Permitted Purchase Money Indebtedness so long as such Lien only (i) attaches to such property and (ii) secures the Indebtedness that was incurred to acquire such property or any Permitted Refinancing Indebtedness in respect thereof;

(f)deposits and pledges of cash securing (i) obligations incurred in respect of workers’ compensation, unemployment insurance and other general liability insurance obligations, other social security laws and regulations or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment

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of money) and statutory obligations or (iii) obligations on surety, appeal bonds, performance bonds and other obligations of similar nature, but only to the extent such deposits or pledges are made or otherwise arise in the ordinary course of business and secure obligations not past due;

(g)with respect to any Facility, easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that (i) do not (A) secure obligations for the payment of money or (B) materially impair the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person’s business or (ii) are disclosed in the applicable Title Insurance Policy provided to and accepted by the Collateral Agent;

(h)Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business,

(i)the title and interest of a lessor or sublessor in and to personal property leased or subleased (other than through a Capitalized Lease), in each case extending only to such personal property;

of business;

governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.01(j);

(l)rights of set-off or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;

(m)[reserved];

(n)Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness; and

(o)to the extent constituting Liens, the filing of Uniform Commercial Code financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

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(r)other Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations secured thereby does not exceed $1,000,000.

“Permitted Purchase Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations) incurred to finance the acquisition of any fixed assets secured by a Lien permitted under clause (e) of the definition of “Permitted Liens”; provided that (a) such Indebtedness is incurred within 60 days after such acquisition, (b) such Indebtedness when incurred shall not exceed the purchase price of the asset financed and (c) the aggregate principal amount of all such Indebtedness shall not exceed

$4,500,000 incurred in any Fiscal Year.

“Permitted Refinancing Indebtedness” means the extension of maturity, refinancing or modification of the terms of Indebtedness so long as:

(a)after giving effect to such extension, refinancing or modification, the amount of such Indebtedness is not greater than the principal amount of Indebtedness outstanding immediately prior to such extension, refinancing or modification (other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto);

(b)such extension, refinancing or modification does not result in a shortening of the average weighted maturity (measured as of the extension, refinancing or modification) of the Indebtedness so extended, refinanced or modified;

(c)such extension, refinancing or modification is pursuant to terms that are not less favorable, taken as a whole, to the Loan Parties and the Lenders than the terms of the Indebtedness (including, without limitation, terms relating to the collateral (if any) and subordination (if any)) being extended, refinanced or modified; and

(d)the Indebtedness that is extended, refinanced or modified is not recourse to any Loan Party or any of its Subsidiaries that is liable on account of the obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.

“Permitted Restricted Payments” means any of the following Restricted Payments

made by:

continuing either before or after giving effect to such payment, any Subsidiary to the Parent (and the Parent shall use such Restricted Payments) for the repurchase, retirement or other acquisition or retirement for value of the Parent’s common Equity Interests held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Parent or any of its Subsidiaries pursuant to any employee, management, director or manager equity plan, employee, management,

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director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Parent or any Subsidiary; provided that the aggregate amounts of all such payments made pursuant to this clause (b), together with the aggregate amount of all Indebtedness incurred under clause (l) of the definition of Permitted Indebtedness, shall not, in the aggregate, exceed $500,000 during the term of this Agreement;

(c)any Subsidiary to the Parent (and the Parent shall use such Restricted Payments) for the repurchase, retirement or other acquisition or retirement for value of the Parent’s common Equity Interests (other than such repurchase, retirement or other acquisition or retirement for value described in clause (b) above, the “Parent Buybacks”) so long as (i) the aggregate amount paid by Parent in connection with all Parent Buybacks shall not exceed

$2,000,000 in any Fiscal Year, (ii) Excess Availability plus Qualified Cash after giving effect to any Parent Buyback shall exceed $10,000,000, (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a pro forma basis, as of the end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed Parent Buyback, that the Leverage Ratio for the Parent and its Subsidiaries is less than 2.75:1.00 and (iv) no Default or Event of Default shall have occurred and be continuing at the time of any Parent Buyback or would result therefrom; and

“Permitted Specified Liens” means Permitted Liens described in clauses (a), (b) and (c) of the definition of Permitted Liens, and, solely in the case of Section 7.01(b)(i), including clauses (g), (h) and (i) of the definition of Permitted Liens.

“Person” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority.

“Petty Cash Accounts” means Cash Management Accounts with deposits at any time in an aggregate amount not in excess of $50,000 for any one account and $300,000 in the aggregate for all such accounts.

“Phoenix Office Location” means the Facility owned by Phoenix (Md.) Realty, LLC and located at 18249 Phoenix Drive, Hagerstown, MD.

“Plan” means any Employee Plan or Multiemployer Plan.

“Post-Default Rate” means a rate of interest per annum equal to the rate of interest otherwise in effect from time to time pursuant to the terms of this Agreement plus 2.0%, or, if a rate of interest is not otherwise in effect, interest at the highest rate specified herein for any Loan then outstanding prior to an Event of Default plus 2.0%.

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“Pro Forma Consolidated EBITDA” means the Consolidated EBITDA of the Parent and its Subsidiaries for the most recently ended four-quarter period as of the Effective Date, with such adjustments as are reasonably acceptable to the Collateral Agent.

“Pro Forma Leverage Ratio” means (a) all Indebtedness described in clauses (a), (b), (c), (d), (e) and (f) in the definition thereof of the Parent and its Subsidiaries to (b) Pro Forma Consolidated EBITDA.

“Pro Rata Share” means, with respect to:

(a)(i) a Lender’s obligation to make Revolving Loans and the right to receive payments of interest, fees, and principal with respect thereto and (ii) a Lender’s obligation to participate in Letters of Credit and Reimbursement Obligations, to reimburse the L/C Issuer, and the right to receive payments of fees with respect thereto, the percentage obtained by dividing (A) such Lender’s Revolving Credit Commitment, by (B) the Total Revolving Credit Commitment, provided, that, if the Total Revolving Credit Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Lender’s Revolving Loans and its interest in the Letter of Credit Obligations and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans and Letter of Credit Obligations,

(d)with respect to Agent Advances and any Agent’s or Lender’s right to receive payments of interest, fees and principal with respect thereto, the percentage obtained by dividing (i) the aggregate unpaid principal amount of such Agent’s or Lender’s portion of Agent Advances by (ii) the aggregate unpaid principal amount of Agent Advances; and

(e)all other matters (including, without limitation, the indemnification obligations arising under Section 10.05), the percentage obtained by dividing (i) such Lender’s Revolving Credit Commitment, by (ii) the Total Revolving Credit Commitment, provided, that, if such Lender’s Revolving Credit Commitment shall have been reduced to zero, such Lender’s Revolving Credit Commitment shall be deemed to be the aggregate unpaid principal amount of such Lender’s Revolving Loans (including Agent Advances) and its interest in the Letter of Credit Obligations and if the Total Revolving Credit Commitment shall have been reduced to zero, the Total Revolving Credit Commitment shall be deemed to be the aggregate unpaid principal amount of all Revolving Loans (including Agent Advances) and Letter of Credit Obligations.

“Process Agent” has the meaning specified therefor in Section 12.10(b). “Projections” means financial projections of the Parent and its Subsidiaries

delivered pursuant to Section 6.01(g)(ii), as updated from time to time pursuant to Section 7.01(a)(vii).

“Qualified Cash” means, as of any date of determination, the aggregate amount of unrestricted cash on-hand of the Loan Parties maintained in deposit accounts in the name of a Loan

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Party in the United States as of such date, which deposit accounts are subject to Control Agreements; provided, that prior to the date that is 45 days after the Effective Date (or such later date as agreed by the Collateral Agent in its sole discretion), so long as the Loan Parties are using commercially reasonable efforts to put in place such amended and restated Control Agreements, such unrestricted cash shall not be subject to the requirement to be subject to an amended and restated Control Agreement.

“Qualified ECP Loan Party” means each Loan Party that on the Eligibility Date is

(a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“Qualified Equity Interests” means, with respect to any Person, all Equity Interests of such Person that are not Disqualified Equity Interests.

"Ravich Subordinated Note" means that certain Convertible Promissory Note, dated as of the Effective Date, issued by the Parent to Jess M. Ravich, as in effect on the date hereof.

“Realtime MIPA” means the Membership Interest Purchase Agreement, dated as of July 31, 2019, as amended by that certain Amendment to Membership Interest Purchase Agreement, dated as of November 1, 2020, by and among Faneuil, as purchaser, and each of Gregg

L. Antenen, an individual, Richard A. Veed, an individual and Sean P. Murphy, an individual, collectively, as sellers.

“Real Property Deliverables” means each of the following agreements, instruments and other documents in respect of each Facility:

(b)evidence of the recording of each Mortgage in such office or offices as may be reasonably necessary or, in the opinion of the Collateral Agent, desirable to perfect the Lien purported to be created thereby or to otherwise protect the rights of the Collateral Agent and the Lenders thereunder;

(d)(i) a current ALTA survey and a surveyor’s certificate, in form and substance reasonably satisfactory to the Collateral Agent, certified to the Collateral Agent and to the issuer of the Title Insurance Policy with respect thereto by a professional surveyor licensed in the state in which such Facility is located and satisfactory to the Collateral Agent or

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of the Title Insurance Policy to delete the exception for such matters as a survey would show in the relevant Title Insurance Policy;

(e)an opinion of counsel, reasonably satisfactory to the Collateral Agent, in the state where such Facility is located with respect to the enforceability of the Mortgage to be recorded and such other matters as the Collateral Agent may reasonably request;

(f)a reasonably satisfactory ASTM 1527-00 Phase I Environmental Site Assessment (“Phase I ESA”) provided by the Borrowers to the Collateral Agent (and if recommended in the Phase I ESA and, if reasonably requested by the Collateral Agent based upon the results of such Phase I ESA and after consultation with the Parent, an ASTM 1527-00 Phase II Environmental Site Assessment) of each Facility, in form and substance and by an independent firm satisfactory to the Collateral Agent; and

(g)such other agreements, instruments and other documents (including opinions of counsel) as the Collateral Agent may reasonably require.

“Recipient” means any Agent, any Lender and any L/C Issuer, as applicable. “Reference Bank” means PNC, its successors or any other  commercial bank

designated by the Administrative Agent to the Administrative Borrower from time to time.

“Reference Rate” means, for any period, the greatest of (a) 2.75% per annum,

(b) the Federal Funds Open Rate plus 0.50% per annum, (c) the LIBOR Rate (which rate shall be calculated based upon an Interest Period of 1 month and shall be determined on a daily basis) plus 1.00% per annum, and (d) the rate of interest publicly announced by the Reference Bank in New York, New York from time to time as its reference rate, base rate or prime rate. The reference rate, base rate or prime rate is determined from time to time by the Reference Bank as a means of pricing some loans to its borrowers and neither is tied to any external rate of interest or index nor necessarily reflects the lowest rate of interest actually charged by the Reference Bank to any particular class or category of customers. Each change in the Reference Rate shall be effective from and including the date such change is publicly announced as being effective.

“Reference Rate Loan” means each portion of a Loan that bears interest at a rate determined by reference to the Reference Rate.

“Register” has the meaning specified therefor in Section 12.07(f).

“Registered Intellectual Property” means Intellectual Property that is issued, registered, renewed or the subject of a pending application.

“Registered Loans” has the meaning specified therefor in Section 12.07(f). “Regulation T”, “Regulation U” and “Regulation X” mean, respectively,

Regulations T, U and X of the Board  or any  successor, as  the same may be amended or supplemented from time to time.

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