Financing Agreement Sample Contracts

FINANCING AGREEMENT Dated as of November 30, 2018 by and Among (December 4th, 2018)

Financing Agreement, dated as of November 30, 2018, by and among DBM Global Inc., a Delaware corporation ("DBM" or the "Company"), each subsidiary of DBM listed as a "Borrower" on the signature pages hereto (together with DBM and each other Person that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of DBM listed as a "Guarantor" on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), TCW Asset Management Company LLC ("TCW"), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and TCW, as administrative agent for the Lenders (in such capacity, together with its successors and assigns

Alj Regional Holdings Inc – Fourth Amendment to Financing Agreement (November 30th, 2018)

FOURTH AMENDMENT, dated as of November 28, 2018 (this "Amendment"), to the Financing Agreement, dated as of August 14, 2015, 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"), Floors-N-More, LLC, a Nevada limited liability company ("FNM"), Phoenix Color Corp., a Delaware corporation ("PCC", and together with the Parent, Faneuil, FNM 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 "Gu

First Amendment to Receivables Financing Agreement (November 23rd, 2018)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of May 10, 2018, among CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the "U.S. Borrower") and CINCINNATI BELL FUNDING CANADA LTD., an Ontario corporation (the "Canadian Borrower", and together with the U.S. Borrower, the "Borrowers"), CINCINNATI BELL INC., an Ohio corporation ("CB" or "U.S. Servicer") and OnX Enterprise Solutions Ltd., an Ontario corporation (the "Canadian Servicer", together with the U.S. Servicer, the "Servicers"), THE VARIOUS LENDERS, LC PARTICIPANTS AND GROUP AGENTS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Group (in such capacity, the "Administrator"), and as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the "LC Bank"), and PNC CAPITAL MARKETS, a Pennsylvania limited liability company, as

Reeds – Rosenthal & Rosenthal, Inc. Financing Agreement (November 14th, 2018)

AGREEMENT dated October 4, 2018 between Reed's Inc. ("Borrower"), a Corporation duly organized and presently existing in good standing under the laws of the State of Delaware whose chief executive office is at 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851, and ROSENTHAL & ROSENTHAL, INC. ("Lender"), a New York corporation with an address at 1370 Broadway, New York NY 10018.

Financing AGREEMENT (November 13th, 2018)

This Financing Agreement (this "Agreement") is dated as of September 5, 2018, by and among Spine Injury Solutions, Inc., a Delaware corporation (the "Company"), and Peter Dalrymple, an individual whose address is 13451 Belhaven, Houston TX 77069 ("Dalrymple").

APPlife Digital Solutions Inc – Equity Financing Agreement (October 18th, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of April 4, 2018 (the "Execution Date"), is entered into by and between Applife Digital Solutions, Inc., a Nevada corporation with its principal executive office at 338 N. Market St., #161, San Jose, CA 95110 (the "Company"),and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the "Investor").

APPlife Digital Solutions Inc – Equity Financing Agreement (October 3rd, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of April 4, 2018 (the "Execution Date"), is entered into by and between Applife Digital Solutions, Inc., a Nevada corporation with its principal executive office at 338 N. Market St., #161, San Jose, CA 95110 (the "Company"),and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the "Investor").

PACIFIC OIL Co – Amendment to Equity Financing Agreement (September 24th, 2018)

THIS AMENDMENT TO EQUITY FINANCING AGREEMENT (the Amendment") is entered into on September 4, 2018 and made effective as of May 23, 2017 by and between Financial Gravity Companies, Inc., a Nevada corporation (the "Company") and GHS Investments, LLC, a Nevada limited liability company (the "Investor"). Each party to this Amendment is referred to herein as a "Party," and collectively as the "Parties."

Sunshine Biopharma, Inc – Equity Financing Agreement (September 14th, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of September 10, 2018 (the "Execution Date"), is entered into by and between Sunshine Biopharma, Inc., a Colorado corporation with its principal executive office at 6500 Trans-Canada Highway, 4th Floor, Pointe-Claire, Quebec, Canada H9R 0A5 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753 (the "Investor").

Cherokee Inc. – FINANCING AGREEMENT Dated as of August 3, 2018 by and Among Cherokee Inc., as U.S. Borrower, (September 13th, 2018)

Financing Agreement, dated as of August 3, 2018, by and among Cherokee Inc., a Delaware corporation (the "Parent" and the "U.S. Borrower"), Irene Acquisition Company B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch trade register under number 67160921 (the "Dutch Borrower" and, together with the U.S. Borrower, 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"), Gordon Brothers Finance Company, a Delaware corporation ("GBF

Ferrellgas Finance Corp – FINANCING AGREEMENT Dated as of May 4, 2018 Among FERRELLGAS, L.P., as the Company FERRELLGAS, INC., as the General Partner of the Company CERTAIN SUBSIDIARIES OF FERRELLGAS, L.P., as Guarantors, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, TPG SPECIALTY LENDING, INC., as Administrative Agent, Collateral Agent and Lead Arranger, PNC BANK, NATIONAL ASSOCIATION as Syndication Agent (September 7th, 2018)

This FINANCING AGREEMENT, dated as of May 4, 2018, is entered into by and among Ferrellgas, L.P., a Delaware limited partnership (Company), Ferrellgas, Inc., a Delaware corporation (General Partner) and certain Subsidiaries of Company, as Guarantors, the Lenders from time to time party hereto, TPG SPECIALTY LENDING, INC., a Delaware corporation (TSL), as administrative agent for the Lenders (in such capacity, Administrative Agent), and TSL, as collateral agent for the Lenders (in such capacity, Collateral Agent) and lead arranger (in such capacity, Lead Arranger).

EXECUTION VERSION RECEIVABLES FINANCING AGREEMENT Dated as of August 31, 2018 by and Among AIT RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, APPLIED INDUSTRIAL TECHNOLOGIES, INC., as Initial Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent (September 6th, 2018)
NaturalShrimp Inc – Equity Financing Agreement (August 27th, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of August 21, 2018 (the "Execution Date"), is entered into by and between NaturalShrimp Incorporated., a Nevada corporation with its principal executive office at 5080 Spectrum Dr. Suite 1000, Addison TX 75001 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753 (the "Investor").

Trunity Holdings, Inc. – Equity Financing Agreement (August 16th, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of August 9, 2018 (the "Execution Date"), is entered into by and between True Nature Holding, Inc., a Delaware corporation with its principal executive office at 1355 Peachtree Street, Suite 1150, Atlanta, GA 30309 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the "Investor").

Westmoreland Resource Partners, LP – Waiver and Amendment No. 5 to Financing Agreement (August 6th, 2018)

This WAIVER AND AMENDMENT NO. 5 TO FINANCING AGREEMENT (this "Waiver and Amendment" and "Amendment No. 5") is dated as of June 15, 2018 and is entered into by and among Westmoreland Resource Partners, LP, a Delaware limited partnership (the "Parent"), Oxford Mining Company, LLC, an Ohio limited liability company ("Oxford Mining"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent, each an "Existing Guarantor" and collectively, the "Existing Guarantors"), the Lenders referred to below, U.S. Bank National Association, a California corporation ("U.S. Bank"), as collateral agent for the Lenders referred to below (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and U.S. Bank, as administrative agent for the Lenders referred to below (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent," and together with the Collateral Agent, ea

Westmoreland Resource Partners, LP – Waiver and Amendment No. 4 to Financing Agreement (August 6th, 2018)

This WAIVER AND AMENDMENT NO. 4 TO FINANCING AGREEMENT (this "Waiver and Amendment") is dated as of May 15, 2018 and is entered into by and among Westmoreland Resource Partners, LP, a Delaware limited partnership (the "Parent"), Oxford Mining Company, LLC, an Ohio limited liability company ("Oxford Mining"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent, each an "Existing Guarantor" and collectively, the "Existing Guarantors"), the Lenders referred to below, U.S. Bank National Association, a California corporation ("U.S. Bank"), as collateral agent for the Lenders referred to below (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and U.S. Bank, as administrative agent for the Lenders referred to below (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent," and together with the Collateral Agent, each an "Agent" and colle

INC Research Holdings, Inc. – First Amendment to the Receivables Financing Agreement (August 2nd, 2018)

This FIRST AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this "Amendment"), dated as of August 1, 2018, is entered into by and among the following parties:

Rhino Resource Partners LP – Consent to Financing Agreement (July 31st, 2018)

CONSENT, dated as of July 27, 2018 (this "Waiver"), to the Financing Agreement, dated as of December 27, 2017 (as amended, supplemented, replaced or otherwise modified from time to time, the "Financing Agreement"), by and among Rhino Resource Partners LP, a Delaware limited partnership (the "Parent"), Rhino Energy LLC, a Delaware limited liability company ("Rhino"), each subsidiary of Rhino listed as a "Borrower" on the signature pages thereto (together with Rhino, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Services LLC ("Cortland"), as collateral agent for the Lenders (in such capacity, together with

Fourth Amendment to the Receivables Financing Agreement (July 26th, 2018)

This FOURTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this Amendment), dated as of July 20, 2018, is entered into by and among the following parties:

Directview Holdings Inc – Equity Financing Agreement (July 23rd, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of July 20, 2018 (the "Execution Date"), is entered into by and between Directview Holdings, Inc., a Nevada corporation with its principal executive office at 21218 Saint Andrews Blvd., Suite 323, Boca Raton, Florida 33433 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, New York 11753. (the "Investor").

Santander Consumer USA Holdings Inc. – Via EMAIL Juan Carlos Alvarez Chief Financial Officer Santander Consumer USA Inc. 1601 Elm Street, Suite 800 Dallas, TX 75201 Re: Tolling Agreement in Respect of the Master Private Label Financing Agreement Dear Juan Carlos: (July 17th, 2018)

As you are aware, our teams have been in discussion regarding SCUSAs performance under our Master Private Label Financing Agreement (as amended, the MPLFA), including in particular the parties rights and obligations under Section 4.13 of the MPLFA (the Specified Matters). While we continue to hope our ongoing discussions will yield a mutually beneficial path forward, which may include a possible exercise of our rights under our Equity Option Agreement (as amended, the Equity Option Agreement), we remain unwilling to forego any of FCA USs rights under the MPLFA, and we understand that SCUSA is unwilling to forego any of its defenses under the MPLFA.

Select Interior Concepts, Inc. – FINANCING AGREEMENT Dated as of February 28, 2017 ARCHITECTURAL GRANITE & MARBLE, LLC AND EACH OF ITS SUBSIDIARIES LISTED AS a BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, the Financial Institutions Party Hereto From Time to Time as Lenders, and CERBERUS BUSINESS FINANCE, LLC, as Agent (July 9th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (AGM), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (Pental and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a Borrower hereunder, each a Borrower and collectively, the Borrowers), the financial institutions party hereto from time to time as lenders (collectively, the Lenders) and CERBERUS BUSINESS FINANCE, LLC (Cerberus), as agent for the Lenders (in such capacity, the Agent).

Amendment No. 5 and Waiver to Financing Agreement (July 3rd, 2018)

AMENDMENT NO. 5 AND WAIVER TO FINANCING AGREEMENT, dated as of June 29, 2018 (this "Amendment"), to the Financing Agreement, dated as of September 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among Remark Holdings, Inc., a Delaware corporation (the "Parent"), each subsidiary of the Parent listed as a "U.S. Borrower" on the signature pages thereto (together with the Parent and each other Person that executes a Joinder Agreement (as defined therein) and becomes a "U.S. Borrower" thereunder, each a "U.S. Borrower" and, collectively, jointly and severally, the "U.S. Borrowers"), KanKan Limited, a company organized under the laws of the British Virgin Islands (the "BVI Borrower" and together with the U.S. Borrowers, 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 agree

INC Research Holdings, Inc. – RECEIVABLES FINANCING AGREEMENT Dated as of June 29, 2018 by and Among SYNEOS HEALTH RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, INC RESEARCH, LLC, as Initial Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent (June 29th, 2018)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of June 29, 2018 by and among the following parties:

Select Interior Concepts, Inc. – FINANCING AGREEMENT Dated as of February 28, 2017 ARCHITECTURAL GRANITE & MARBLE, LLC AND EACH OF ITS SUBSIDIARIES LISTED AS a BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, the Financial Institutions Party Hereto From Time to Time as Lenders, and CERBERUS BUSINESS FINANCE, LLC, as Agent (June 18th, 2018)

THIS FINANCING AGREEMENT is dated as of February 28, 2017, among ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company (AGM), as the initial borrower, and immediately upon the consummation of the Pental Acquisition (as defined herein), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (Pental and together with AGM and each Subsidiary of Parent (as defined herein) that executes a joinder agreement and becomes a Borrower hereunder, each a Borrower and collectively, the Borrowers), the financial institutions party hereto from time to time as lenders (collectively, the Lenders) and CERBERUS BUSINESS FINANCE, LLC (Cerberus), as agent for the Lenders (in such capacity, the Agent).

Guided Therapeutics, Inc. – Equity Financing Agreement (June 14th, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of March _1_, 2018 (the "Execution Date"), is entered into by and between Guided Therapeutics, Inc., a __Delaware_______ corporation with its principal executive office at __5835 Peachtree Corners East, Norcross, Georgia 30092_ (the "Company"),and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the "Investor").

Replimune Group, Inc. – CUMMINGS PROPERTIES, LLC STANDARD FORM COMMERCIAL LEASE Cummings Properties, LLC ("LESSOR") Hereby Leases to Amanda Lane, Weston, MA 02493 ("LESSEE"),the Following Premises, (1nc1ud1nq 12.9\ Common Area) at 18 Commerce Way, Suite 4800, Approximately 3 1941 Square Feet Woburn, MA 01801 ("Premlses1, Lor a Term of Commencing at Noon on Apr11 1 , 2016 30 2021 and Currently Scheduled to Terminate at Noon on Unless Sooner Termila!ed or Extended as herenIJ'(Mded. LESSOR and LESSEE Oow Oownant Ardag;ee That the lob.vi'lg Terms, Cordtions, Cownants, and Obl'gatbns F'terms'1shal Govern This Lease. 1. RE (June 11th, 2018)
Equity Financing Agreement (June 11th, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of June 5, 2018 (the "Execution Date"), is entered into by and between Natural Health Farm Holdings, Inc., a Nevada corporation with its principal executive office at 1980 Festival Plaza Drive, Suite 530, Las Vegas, NV 89135 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753 (the "Investor").

Anvia Holdings Corp – Equity Financing Agreement (June 8th, 2018)

This EQUITY FINANCING AGREEMENT (the "Agreement"), dated as of June 5, 2018 (the "Execution Date"), is entered into by and between Anvia Holdings Corp., a Delaware corporation with its principal executive office at 1125 E Broadway #770, Glendale, CA 91205 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the "Investor").

PRA Health Sciences, Inc. – Joinder and First Amendment to the Receivables Financing Agreement (June 5th, 2018)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of March 22, 2016 by and among the following parties:

Financing Agreement (May 31st, 2018)

Financing Agreement, dated as of May 30, 2018, by and among Propel Media, Inc., a Delaware corporation (the "Parent"), each subsidiary of the Parent listed as a "Borrower" on the signature pages hereto (such subsidiaries, together with the Parent 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"), MGG California LLC, a Delaware limited liability company ("MGG"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, th

BrightView Holdings, Inc. – RECEIVABLES FINANCING AGREEMENT Dated as of April 28, 2017 by and Among BRIGHTVIEW FUNDING LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and LC Participants, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, BRIGHTVIEW LANDSCAPES, LLC, as Initial Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent (May 30th, 2018)
Amendment No. 4 to Financing Agreement (May 15th, 2018)

AMENDMENT NO. 4 TO FINANCING AGREEMENT, dated as of May 10, 2018 (this "Amendment"), to the Financing Agreement, dated as of February 26, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among Avid Technology, Inc., a Delaware corporation (the "Parent" or the "Borrower"), 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 defined therein), each a "Guarantor" and, collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and, collectively, the "Lenders"), Cerberus Business Finance, LLC, a Delaware limited liability company ("CBF"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and CBF, as adminis

RECEIVABLES FINANCING AGREEMENT Dated as of May 10, 2018 Among CINCINNATI BELL FUNDING LLC and CINCINNATI BELL FUNDING CANADA LTD., as Borrowers CINCINNATI BELL INC. And ONX ENTERPRISE SOLUTIONS LTD. As Servicers THE LENDERS AND GROUP AGENTS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrator and LC Bank and PNC CAPITAL MARKETS LLC, as Structuring Agent (May 11th, 2018)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of May 10, 2018, among CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the "U.S. Borrower") and CINCINNATI BELL FUNDING CANADA LTD., an Ontario corporation (the "Canadian Borrower", and together with the U.S. Borrower, the "Borrowers"), CINCINNATI BELL INC., an Ohio corporation ("CB" or "U.S. Servicer") and OnX Enterprise Solutions Ltd., an Ontario corporation (the "Canadian Servicer", together with the U.S. Servicer, the "Servicers"), THE VARIOUS LENDERS, LC PARTICIPANTS AND GROUP AGENTS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Group (in such capacity, the "Administrator"), and as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the "LC Bank"), and PNC CAPITAL MARKETS, a Pennsylvania limited liability company, as

Cmgi – Waiver and Amendment No. 1 to Financing Agreement (May 10th, 2018)

WAIVER AND AMENDMENT NO. 1 TO FINANCING AGREEMENT, dated as of May 9, 2018 (this "Amendment"), to the Financing Agreement, dated as of December 15, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among IWCO Direct Holdings Inc., a Delaware corporation (the "Parent"), MLGS Merger Company, Inc., a Delaware corporation (the "Initial Borrower") and immediately upon the consummation of the IWCO Acquisition (as defined in the Financing Agreement), Instant Web, LLC, a Delaware corporation (the "Borrower"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and, collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and, collectively, the