Common use of Issuance and Sale of Notes Clause in Contracts

Issuance and Sale of Notes. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through BRFBR the Company’s 7.25% Senior Notes Due 2027 (the “December 2027 Notes”), 7.50% Senior Notes due 2027 (the “May 2027 Notes”), the Company’s 7.50% Senior Notes due 2021 (the “2021 Notes”), and the Company 7.375% Senior Notes due 2023 (the “2023 Notes”, together with the December 2027, the May 2027 Notes and the 2021 Notes, the “Notes”) be issued under an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 31, 2017, 2017 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of December 13, 2017, and the Fourth Supplemental Indenture dated as of May 17, 2018 (together with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, and Third Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), from time to time during the term of this Agreement (the “Placement Notes”); provided, however, that in no event shall the Company issue or sell through BRFBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to BRFBR, for use by BRFBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) with magicJack VocalTec Ltd., an Israeli corporation (“magicJack”) pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). The Company agrees thatproposes to issue and sell through the Agent, from time to time during as sales agent, in accordance with the term terms and conditions set forth in Section 4 of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through BRFBR the Company’s 7.25% Senior additional 2024 Notes Due 2027 (the “December 2027 Notes”), 7.50% Senior Notes due 2027 (the “May 2027 Notes”), the Company’s 7.50% Senior Notes due 2021 (the “2021 Notes”), and the Company 7.375% Senior Notes due 2023 (the “2023 Notes”, together with the December 2027, the May 2027 Notes and the 2021 Notes, the “Notes”) be issued under having an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 31, 2017, 2017 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of December 13, 2017, and the Fourth Supplemental Indenture dated as of May 17, 2018 (together with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, and Third Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), from time to time during the term of this Agreement (the “Placement Notes”); provided, however, that in no event shall the Company issue or sell through BRFBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized up to be issued by the board of directors of the Company [$150,000,000] (the “Board”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number Maximum Amount of Placement the Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that BRFBR the Agent shall have no obligation in connection with such compliance. The Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original Supplemental Indenture”) as further supplemented by a supplemental indenture, dated the date hereof, between the Company and the Trustee (the “New Supplemental Indenture” and together with the Base Indenture and the Original Supplemental Indenture, the “Indenture”). The issuance and sale of Placement Notes through BRFBR the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into (i) a debt distribution agreement in substantially similar form to this Agreement (the “[AGENT 2] Agreement”) dated of even date herewith, with [AGENT 2] (“[AGENT 2]”) and (ii) a debt distribution agreement in substantially similar form to this Agreement (the “[AGENT 3] Agreement”) dated of even date herewith, with [AGENT 3] (“[AGENT 3]”). The aggregate principal amount of Notes that may be sold collectively pursuant to this Agreement, the [AGENT 2] Agreement and the [AGENT 3] Agreement shall not exceed the Maximum Amount. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on May 5, 2015 by the Board (the “Investment Advisory Agreement”), although nothing in this Agreement shall with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on May 5, 2015 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333-206661), which registers the offer and sale of certain securities to be construed as requiring issued from time to time by the Company to use Company, including the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be has been qualified under the Trust Indenture Act of 1939, as amended amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company has filed, in accordance filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the provisions of Commission on April 16, 2004, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1940 Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to BRFBR, for use by BRFBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of 430C under the Securities Act, 1933 Act is herein called hereinafter referred to as the “Registration Statement.” The prospectus specifically relating prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to “Base Prospectus.” The Company has prepared and will file with the extent such information has not been superseded or modified Commission in accordance with Rule 412 497 under the Securities Act 1933 Act, a prospectus supplement (as qualified by Rule 430B(gthe “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Notes. The Base Prospectus and the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or most recent Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities Act, is herein called 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto (and all other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules and other information which are or are deemed to be incorporated by reference thereinin the Registration Statement or the Prospectus, as the case may be; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements to the Registration Statement or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”)Registration Statement or the Prospectus, as the case may be. For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) with magicJack VocalTec Ltd., an Israeli corporation (“magicJack”) pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

Issuance and Sale of Notes. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through BRFBR the Company’s 7.25% Senior Notes Due 2027 (the “December 2027 Notes”), 7.50% Senior Notes due 2027 (the “May 2027 Notes”), ) and the Company’s 7.50% Senior Notes due 2021 (the “2021 Notes”), and the Company 7.375% Senior Notes due 2023 (the “2023 Notes”, together with the December 2027, the 2027 and May 2027 Notes and the 2021 Notes, the “Notes”) be issued under an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 31, 2017, 2017 (the “Second Supplemental Indenture”), and the Third Supplemental Indenture dated as of December 13, 2017, and the Fourth Supplemental Indenture dated as of May 17, 2018 2017 (together with the Base Indenture, First Supplemental Indenture, and Second Supplemental Indenture, and Third Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), from time to time during the term of this Agreement (the “Placement Notes”); provided, however, that in no event shall the Company issue or sell through BRFBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to BRFBR, for use by BRFBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”). The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) with magicJack VocalTec Ltd., an Israeli corporation (“magicJack”) pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

Issuance and Sale of Notes. The In December 2015, the Company agrees thatissued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, from time to time during which trade on the term New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. As of the date of this Agreement, the Company has issued a total of $199,281,000 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the terms and subject NYSE under the trading symbol “PBY” (the “2028 Notes”). The Company proposes to the conditions set forth herein, it may issue and sell through BRFBR the Company’s 7.25% Senior Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, additional 2024 Notes Due 2027 having an aggregate principal amount of up to $100,000,000 (the “December 2027 Maximum Amount of 2024 Notes”), 7.50% Senior ) and additional 2028 Notes due 2027 having an aggregate principal amount of up to $100,000,000 (the “May 2027 Maximum Amount of 2028 Notes”), the Company’s 7.50% Senior Notes due 2021 ) (the “2021 Notes”), and the Company 7.375% Senior Notes due 2023 (the “2023 Notes”, together with the December 2027, the May 2027 Notes and the 2021 Notescollectively, the “Notes”) be issued under an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 31, 2017, 2017 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of December 13, 2017, and the Fourth Supplemental Indenture dated as of May 17, 2018 (together with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, and Third Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), from time to time during the term of this Agreement (the “Placement Notes”); provided, however, that in no event shall the Company issue or sell through BRFBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number Maximum Amount of Placement 2024 Notes and the Maximum Amount of 2028 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that BRFBR the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July [2], 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July [2], 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The issuance and sale of Placement Notes through BRFBR the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into a debt distribution agreement in substantially similar form to this Agreement (the “X. Xxxxx Agreement”) dated of even date herewith, with X. Xxxxx FBR, Inc. (“X. Xxxxx”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement and the X. Xxxxx Agreement shall not exceed the Maximum Amount of 2024 Notes or the Maximum Amount of 2028 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), although nothing in this Agreement shall with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333- 213391), which registers the offer and sale of certain securities to be construed as requiring issued from time to time by the Company to use Company, including the Registration Statement to issue any Placement Notes. The Placement 2024 Notes will be issued to Cede & Co., as nominee of Indenture and the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The 2028 Notes Indenture will be have been qualified under the Trust Indenture Act of 1939, as amended amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company has filed, in accordance filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the provisions of Commission on April 16, 2004, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1940 Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to BRFBR, for use by BRFBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of 430C under the Securities Act, 1933 Act is herein called hereinafter referred to as the “Registration Statement.” The prospectus specifically relating prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to “Base Prospectus.” The Company has prepared and will file with the extent such information has not been superseded or modified Commission in accordance with Rule 412 497 under the Securities Act 1933 Act, a prospectus supplement (as qualified by Rule 430B(gthe “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Notes. The Base Prospectus and the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or most recent Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities Act, is herein called 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto (and all other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules and other information which are or are deemed to be incorporated by reference thereinin the Registration Statement or the Prospectus, as the case may be; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements to the Registration Statement or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”)Registration Statement or the Prospectus, as the case may be. For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) with magicJack VocalTec Ltd., an Israeli corporation (“magicJack”) pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). The Company agrees thatproposes to issue and sell through the Agent, from time to time during as sales agent, in accordance with the term terms and conditions set forth in Section 4 of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through BRFBR the Company’s 7.25% Senior additional 2024 Notes Due 2027 (the “December 2027 Notes”), 7.50% Senior Notes due 2027 (the “May 2027 Notes”), the Company’s 7.50% Senior Notes due 2021 (the “2021 Notes”), and the Company 7.375% Senior Notes due 2023 (the “2023 Notes”, together with the December 2027, the May 2027 Notes and the 2021 Notes, the “Notes”) be issued under having an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 31, 2017, 2017 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of December 13, 2017, and the Fourth Supplemental Indenture dated as of May 17, 2018 (together with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, and Third Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), from time to time during the term of this Agreement (the “Placement Notes”); provided, however, that in no event shall the Company issue or sell through BRFBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized up to be issued by the board of directors of the Company $100,000,000 (the “Board”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number Maximum Amount of Placement the Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that BRFBR the Agent shall have no obligation in connection with such compliance. The Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original Supplemental Indenture”) as further supplemented by a supplemental indenture, dated June 22, 2016, between the Company and the Trustee (the “New Supplemental Indenture” and together with the Base Indenture and the Original Supplemental Indenture, the “Indenture”). The issuance and sale of Placement Notes through BRFBR the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on May 5, 2015 by the Board (the “Investment Advisory Agreement”), although nothing in this Agreement shall with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on May 5, 2015 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333-206661), which registers the offer and sale of certain securities to be construed as requiring issued from time to time by the Company to use Company, including the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be has been qualified under the Trust Indenture Act of 1939, as amended amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company has filed, in accordance filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the provisions of Commission on April 16, 2004, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1940 Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to BRFBR, for use by BRFBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of 430C under the Securities Act, 1933 Act is herein called hereinafter referred to as the “Registration Statement.” The prospectus specifically relating prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to “Base Prospectus.” The Company has prepared and will file with the extent such information has not been superseded or modified Commission in accordance with Rule 412 497 under the Securities Act 1933 Act, a prospectus supplement (as qualified by Rule 430B(gthe “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Notes. The Base Prospectus and the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or most recent Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities Act, is herein called 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto (and all other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules and other information which are or are deemed to be incorporated by reference thereinin the Registration Statement or the Prospectus, as the case may be; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements to the Registration Statement or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”)Registration Statement or the Prospectus, as the case may be. For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) with magicJack VocalTec Ltd., an Israeli corporation (“magicJack”) pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

Issuance and Sale of Notes. The In December 2015, the Company agrees thatissued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, from time to time during which trade on the term New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. As of the date of this Agreement, the Company has issued a total of $199,281,000 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the terms and subject NYSE under the trading symbol “PBY” (the “2028 Notes”). The Company proposes to the conditions set forth herein, it may issue and sell through BRFBR the Company’s 7.25% Senior Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, additional 2024 Notes Due 2027 having an aggregate principal amount of up to $100,000,000 (the “December 2027 Maximum Amount of 2024 Notes”), 7.50% Senior ) and additional 2028 Notes due 2027 having an aggregate principal amount of up to $100,000,000 (the “May 2027 Maximum Amount of 2028 Notes”), the Company’s 7.50% Senior Notes due 2021 ) (the “2021 Notes”), and the Company 7.375% Senior Notes due 2023 (the “2023 Notes”, together with the December 2027, the May 2027 Notes and the 2021 Notescollectively, the “Notes”) be issued under an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 31, 2017, 2017 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of December 13, 2017, and the Fourth Supplemental Indenture dated as of May 17, 2018 (together with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, and Third Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), from time to time during the term of this Agreement (the “Placement Notes”); provided, however, that in no event shall the Company issue or sell through BRFBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on regarding the number Maximum Amount of Placement 2024 Notes and the Maximum Amount of 2028 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that BRFBR the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July [2], 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July [2], 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The issuance and sale of Placement Notes through BRFBR the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into a debt distribution agreement in substantially similar form to this Agreement (the “BB&T Agreement”) dated of even date herewith, with BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement and the BB&T Agreement shall not exceed the Maximum Amount of 2024 Notes or the Maximum Amount of 2028 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), although nothing in this Agreement shall with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333- 213391), which registers the offer and sale of certain securities to be construed as requiring issued from time to time by the Company to use Company, including the Registration Statement to issue any Placement Notes. The Placement 2024 Notes will be issued to Cede & Co., as nominee of Indenture and the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The 2028 Notes Indenture will be have been qualified under the Trust Indenture Act of 1939, as amended amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company has filed, in accordance filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the provisions of Commission on April 16, 2004, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities 1940 Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to BRFBR, for use by BRFBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities 1933 Act or deemed to be a part of such registration statement pursuant to Rule 430B of 430C under the Securities Act, 1933 Act is herein called hereinafter referred to as the “Registration Statement.” The prospectus specifically relating prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to “Base Prospectus.” The Company has prepared and will file with the extent such information has not been superseded or modified Commission in accordance with Rule 412 497 under the Securities Act 1933 Act, a prospectus supplement (as qualified by Rule 430B(gthe “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Securities Act), included in Notes. The Base Prospectus and the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or most recent Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities Act, is herein called 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” Any reference herein All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto (and all other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules and other information which are or are deemed to be incorporated by reference thereinin the Registration Statement or the Prospectus, as the case may be; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements to the Registration Statement or the Prospectus shall be deemed to refer to mean and include the filing after the execution hereof of any document with under the Commission Exchange Act which is or is deemed to be incorporated by reference therein (in the “Incorporated Documents”)Registration Statement or the Prospectus, as the case may be. For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “XXXXX”). The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) with magicJack VocalTec Ltd., an Israeli corporation (“magicJack”) pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).

Issuance and Sale of Notes. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through BRFBR the Company’s 7.25% Senior Notes Due 2027 (the “December 2027 Notes”), 7.50% Senior Notes due 2027 (the “May 2027 Notes”), the Company’s 7.50% Senior Notes due 2021 (the “2021 Notes”), and the Company Company’s 7.375% Senior Notes due 2023 (the “May 2023 Notes”) and the Company’s 6.875% Senior Notes due 2023 (the “September 2023 Notes”, together with the December 20272027 Notes, the May 2027 Notes, the 2021 Notes and the 2021 May 2023 Notes, the “Notes”) be issued under an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 2, 2016 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of May 31, 2017, 2017 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of December 13, 2017, and the Fourth Supplemental Indenture dated as of May 17, 2018 (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture dated as of September 11, 2018 (together with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture and Third Fourth Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), from time to time during the term of this Agreement (the “Placement Notes”); provided, however, that in no event shall the Company issue or sell through BRFBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to BRFBR, for use by BRFBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). The Company has entered into that Agreement and Plan of Merger dated as of November 9, 2017 (the “magicJack Merger Agreement”) with magicJack VocalTec Ltd., an Israeli corporation (“magicJack”) pursuant to which magicJack shall, subject to the conditions set forth therein, become a wholly-owned subsidiary of the Company (the “Acquisition”).