展示 10.10

修正和重新規定的貸款 和安防-半導體協議
修改協議

本修改和重新訂立的貸款和安全協議修改協議（本“修改”）是由ZEDGE，INC.（本“借款人”）和西部聯盟銀行，一家亞利桑那州公司（“銀行”).

前言

A. 銀行和借款人先前已簽署了某項修訂和重新規定的貸款和安全協議，該協議日期爲2022年10月28日（根據需要進行修訂、重新規定、補充和其他修改，“貸款協議”），根據該協議，銀行已向借款人提供了某些貸款和財務支持。

b。 銀行和借款人現在希望根據本文所述的條款和條件修改貸款協議。

C. 借款人在簽訂本修改協議時理解並同意，除非在本協議中另有特別規定，銀行在貸款協議或任何其他貸款文件中規定的任何權利或救濟均不會因本修改協議的條款而被放棄或修改。

協議

根據前述及本協議中包含的相互約定，並基於其他良好和有價值的考慮，特此確認收據及其充分性，各方特此同意如下：

1. 貸款協議的修改.

(a) 額外定義. 貸款協議的第1.1節經修改，在適當的字母順序中添加以下新定義：

““十月修改 截止日期” 表示 2024 年 10 月 28 日。”

(b) 刪除特定定義貸款協議第1.1節中所列定義被完全刪除："適用期限預付攤銷款項"、"現金管理準備金"、"信用卡限額"、"信用卡服務"、"信用卡服務協議"、"債務償還覆蓋比率"、"EBDA"、"EBITDA"、"期限預付"、"貸款金額"和"貸款到期日"。

(c) 信貸延期「信貸額度擴展」一詞的定義已根據貸款協議第1.1節進行修訂並完整重述如下：

““信用 延期「銀行爲了借款人的利益，在本協議項下每一次預付款、國際授信額度的使用，或者其他任何信用延期。」

(d) 貸款文件根據貸款協議第1.1節規定，「貸款文件」的定義在此更改並完全重述如下：

““貸款文件「協議」 即指本協議、借款人簽署的任何便條、文件或工具、以及與本協議相關的任何其他文件、工具或協議，所有這些文件、工具或協議不時經修訂或延長。

(e) 義務根據《貸款協議》第1.1節規定，「債務」一詞的定義經此修訂，並完全重述如下：

““義務「所有欠款，本金，利息，銀行費用及根據本協議或其他協議而由借款人拖欠銀行的任何金額，無論是絕對還是有條件的，現已到期或將來到期，在這時存在或以後產生，包括在破產程序開始後產生的任何利息，以及銀行可能通過轉讓或其他方式獲得的借款人欠他人的任何債務，責任或義務。」

(f) 基準利率「基準利率」一詞的定義在貸款協議第1.1節中被修改和完全重述如下：

““基準利率「Prime Rate」指的是（a）四厘（4.00%）或（b）最近在《華爾街日報》Money Rates欄目中引用的利率，「美國基準利率」。基準利率的任何變動將於發生當日生效。基準利率並非銀行向其貸款收取的最低利率，由銀行自主和絕對地設定。如果銀行確定（該確定在沒有明顯錯誤的情況下將是最終確定的），基準利率停止存在或在《華爾街日報》Money Rates欄目中不再可用，則從下一個重設日期開始，「基準利率」將指銀行在亞利桑那州首要辦事處宣佈的年利率，該銀行宣佈的基準利率並非意味着銀行向其貸款收取的最低利率，由銀行自主和絕對地設定。

(g) 循環 到期日。在貸款協議第1.1節中規定的「循環到期日」的定義通過修訂完全替換爲如下所示：

““循環到期日”代表2028年10月28日。 2028年。”

(h) 循環預支。貸款協議第2.1(a)(i)款已全文修改並重新起草，內容如下：

「(i) 根據本協議的條款和條件，借款人可以請求預付款，其總額不得超過循環信貸額度減去國際分項限額下的所有未還金額。根據本協議的條款和條件，在徵求意見書第2.1(a)節下借出的金額可以在循環到期日之前的任何時間內償還並重新借出，在徵求意見書第2.1(a)節下的所有預付款在循環到期日時應立即到期。借款人可以無罰息或溢價地提前償還任何預付款。」

(i) 術語進展。貸款協議第2.1條款(b)的條款已被修改並完全重述如下：

“(b) [保留]。”

(j) 信用卡服務設施。貸款協議第2.1條款(c)已被修改並全部重新規定爲如下所述：

“(c) [保留].”

(k) 現金管理儲備。貸款協議第2.1款第(d)款在此全文修訂如下，以取代原文 如下所述：

“(d) [保留]。”

(l) 透支額度超標。貸款協議第2.2節在此修訂並完全重述如下：

“2.2 透支。 如果在任何時候未償還的總透支金額加上國際透支限額的總金額超過循環額度，則借款人應立即以現金支付給銀行相應超額的金額。

(m) 利率期貨。根據貸款協議第2.3條第(a)款的規定，現對其進行修改和重新規定，完全修改爲如下:

“(a) 利率期貨。 除非在第2.3(b)節中另有規定，循環授信下的預付款項將按照其未償餘額採取浮動利率計算，利率爲高於基準利率半個百分點（0.50%）。

(n) 設施費用。貸款協議第2.6款第(一)款在其整體上經修訂並重述爲如下： 如下：

“(a) 設施費。 (i) 在10月修改結束日期，關於循環信用額度的設施費總額爲$10,000，將被視爲在10月修改結束日期完全獲得，並且(ii) 在每個10月修改結束日期的週年紀念日之前，關於循環信用額度的設施費總額爲$10,000，每個設施費將被視爲在每個適用的週年紀念日完全獲得；和

(o) Conditions Precedent to all Credit Extensions. Section 3.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“3.2 Conditions Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

(a) timely receipt by Bank of the Revolving Advance Request as provided in Section 2.1; and

(b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such Revolving Request Form, and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension. The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.”

(p) Debt Service Coverage Ratio. Clause (a) of Section 6.9 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“(a) [Reserved].”

(q) Minimum Debt to EBITDA. Clause (b) of Section 6.9 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“(b) [Reserved].”

(r) Distributions. Section 7.6 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“7.6 Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock, or permit any of its Subsidiaries to do so, except that Borrower may (i) repurchase the stock of former employees or of any parties pursuant to stock repurchase agreements, provided that (a) the aggregate amount of such repurchases in connection with the Borrower’s share repurchase plan delivered to Bank prior to the October Modification Closing Date for the period following the October Modification Closing Date do not exceed $5,000,000 and (b) the aggregate amount of any other such repurchases do not exceed $100,000 in any fiscal year, (ii) repurchases of shares necessary to pay withholding taxes upon the vesting or exercise of options, restricted stock or deferred stock units granted by the Company to employees and other service providers, and (iii) other repurchases of common stock approved by the Board provided that the aggregate amount of such repurchases do not exceed $250,000 in any fiscal year, in each such case as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase.”

(s) Notices. The notice information for Bank set forth in Section 10 is hereby amended and restated in its entirety to read as follows:

(t) Revolving Advance Request Form. Exhibit B to the Loan Agreement is hereby deleted in its entirety and replaced with the new Exhibit B attached hereto.

(u) Form of Compliance Certificate. Exhibit C to the Loan Agreement is hereby deleted in its entirety and replaced with the new Exhibit C attached hereto.

2. NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Borrower (the “Releasing Party”) acknowledges that Bank would not enter into this Modification without Releasing Party’s assurance that it has no claims against Bank or any of Bank’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Modification, each Releasing Party releases Bank, and each of Bank’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Bank of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Loan Agreement or the transactions contemplated thereby. Each Releasing Party acknowledges and agrees that they have been informed by their attorneys and advisors of, and are familiar with, and do hereby expressly waive, the provisions of Section 1542 of the California Civil Code, and any similar statute, code, law, or regulation of any state or the United States, to the full extent that they may waive such rights and benefits. Civil Code section 1542 provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The provisions, waivers and releases set forth in this section are binding upon each Releasing Party and its shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Bank and its agents, employees, officers, directors, assigns and successors in interest. The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Modification and the Loan Agreement, and/or Bank’s actions to exercise any remedy available under the Loan Agreement or otherwise.

3. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. In addition, Borrower represents, warrants and covenants that since the date of the Loan Agreement or the last modification, consent or waiver to the Loan Agreement, if any, none of Borrower’s officers authorized to sign this Modification have changed. Except as expressly modified pursuant to this Modification, the terms of the Existing Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuant to this Modification in no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Modification shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to any subsequent modification agreements.

4. EFFECTIVENESS OF THIS MODIFICATION. This Modification, and the waivers provided for herein, shall become effective upon the satisfaction, as determined by Bank, of the following conditions.

(a) Modification. Bank shall have received this Modification fully executed in a sufficient number of counterparts for distribution to all parties.

(b) Bank Expenses. Bank shall have received payment of all Bank Expenses incurred in connection herewith.

(c) Representations and Warranties. The representations and warranties set forth herein and in the Loan Agreement must be true and correct.

(d) Other Required Documentation. All other documents and legal matters in connection with the transactions contemplated by this Modification shall have been delivered or executed or recorded, as required by Bank.

5. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants as follows:

(a) Authority. Borrower has the requisite corporate power and authority to execute and deliver this Modification, and to perform its obligations hereunder, under the Loan Agreement (as amended or modified hereby) and under the other Loan Documents to which it is a party. The execution, delivery and performance by Borrower of this Modification have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.

(b) Enforceability. This Modification has been duly executed and delivered by Borrower. This Modification, the Loan Agreement (as amended or modified hereby) and each other Loan Document is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and is in full force and effect.

(c) Representations and Warranties. The representations and warranties contained in the Loan Agreement and each other Loan Document (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof.

(d) Due Execution. The execution, delivery and performance of this Modification are within the power of Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on Borrower.

(e) No Default. After giving effect to the waivers contained in this Modification, no event has occurred and is continuing that constitutes a Default or an Event of Default.

(f) No Duress. This Modification has been entered into without force or duress, of the free will of Borrower. Borrower’s decision to enter into this Modification is a fully informed decision and Borrower is aware of all legal and other ramifications of such decision.

(g) Counsel. Borrower has read and understands this Modification, has consulted with and been represented by legal counsel in connection herewith, and has been advised by its counsel of its rights and obligations hereunder and thereunder.

6. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; REFERENCE PROVISION. This Modification constitutes a “Loan Document” as defined and set forth in the Loan Agreement, and is subject to Sections 11 and 12 of the Loan Agreement, which are incorporated by reference herein.

7. Notice of Final Agreement. By signing this document each party represents and agrees that: (A) this written agreement represents the final agreement between the parties, (B) there are no unwritten oral agreements between the parties, and (C) this written agreement may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreements or understandings of the parties.

8. COUNTERPARTS; FACSIMILE SIGNATURES. This Modification may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other similar form of electronic transmission shall be deemed to be an original signature hereto.

9. CONSISTENT CHANGES. The Loan Documents are each hereby amended wherever and to the extent necessary to reflect the changes described above.

10. RATIFICATION. Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Loan Agreement, as amended hereby, and the other Loan Documents effective as of the date hereof.

11. INTEGRATION. This Modification, together with the Loan Agreement and the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

[Signature page follows]

[Signature Page to A&R Loan and Security Agreement Modification Agreement]

EXHIBIT B

REVOLVING ADVANCE REQUEST FORM

(To be submitted no later than 3:00 PM to be considered for same day processing)

Borrower hereby requests funding of a Revolving Advance in the amount of $_____ in accordance with the Revolving Facility as defined in the Amended and Restated Loan and Security Agreement dated October 28, 2022.

Borrower hereby authorizes Lender to rely on facsimile stamp signatures and treat them as authorized by Borrower for the purpose of requesting the above advance.

All representations and warranties of Borrower stated in the Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects as of the date of this Revolving Advance Request; provided that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date.

Capitalized terms used herein and not otherwise defined have the meanings set forth in the Amended and Restated Loan and Security Agreement.

EXHIBIT C

COMPLIANCE CERTIFICATE

The undersigned authorized officer of ______________________________ hereby certifies that in accordance with the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending _______________with all required covenants except as noted below and (ii) except as noted below or on the attached, all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof (provided, however, that those representations and warranties expressly referring to another date shall be true and correct in all material respects as of such date). Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes (other than, with respect to unaudited financial statements, for the absence of footnotes and subject to normal year-end audit adjustments).

Please indicate compliance status by circling Yes/No under “Complies” column.

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