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February 21, 2024

100 Mathilda Place, Suite 600 Sunnyvale, CA 94086 Toll Free: 800-379-7729 Tel: 650-641-4000 Fax: 408-854-7701 February 21, 2024 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.

As filed with the Securities and Exchange Commission on April 28, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 28, 2023 Registration No.

List of subsidiaries of Intermedia Cloud Communications, Inc.

Exhibit 21.1 Subsidiaries of Intermedia Cloud Communications, Inc. Name Jurisdiction of Formation AccessLine Communications Corporation Delaware AccessLine Holdings, Inc. Delaware Akazio Inc. Delaware Akazio UK Ltd England and Wales Intermedia Holdings, Inc. Delaware Intermedia Limited Liability Company Russia Intermedia Technologies Company Limited England & Wales Intermedia Technologies Company

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Intermedia Cloud Communications, Inc.

As filed with the Securities and Exchange Commission on April 29, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 29, 2022 Registration No.

Amendment No. 4 to Amended and Restated Credit Agreement, dated March 28, 2022 by and among Intermedia Holdings, Inc., Intermedia.net, Inc., the other borrowers named therein, the lenders named therein, and Toronto Dominion (Texas) LLC, as administrative agent

EX-10.21 2 d72364dex1021.htm EX-10.21 Exhibit 10.21 EXECUTION VERSION AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Agreement”), dated as of March 28, 2022 (the “Fourth Amendment Effective Date”), relating to that certain Amended and Restated Credit Agreement, dated as of July 19, 2018 (as amended by that certain Amendment No. 1 to Amended

Loan Authorization Agreement dated April 14, 2022, by and between Intermedia Cloud Communications, Inc. and BMO Harris Bank N.A.

EX-10.22 3 d72364dex1022.htm EX-10.22 Exhibit 10.22 LOAN AUTHORIZATION AGREEMENT DATED: APRIL 14, 2022 The Company referred to below has applied for, and BMO Harris Bank N.A. (“Lender”) has approved the establishment of, a loan authorization account (“Loan Account”) from which the Company may from time to time request Loans (as defined herein) and may request letters of credit up to the maximum am

List of subsidiaries of Intermedia Cloud Communications, Inc.

EX-21.1 4 d72364dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Intermedia Cloud Communications, Inc. Name Jurisdiction of Formation AccessLine Communications Corporation Delaware AccessLine Holdings, Inc. Delaware Intermedia Holdings, Inc. Delaware Intermedia Limited Liability Company Russia Intermedia Technologies Company Limited England & Wales Intermedia Technologies Company Ltd, Netherlands B

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Intermedia Cloud Communications, Inc.

List of subsidiaries of Intermedia Cloud Communications, Inc.

Exhibit 21.1 Subsidiaries of Intermedia Cloud Communications, Inc. Name Jurisdiction of Formation Ivy Intermediate Holdings, Inc. Delaware Intermedia Holdings, Inc. Delaware Intermedia.net, Inc. Delaware Intermedia (UK) Holdings, Ltd. England & Wales Intermedia Limited Liability Company Russia Serverdata.net, Inc. Delaware Intermedia Voice Services, Inc. Delaware Intermedia.net Technologies Canada

As filed with the Securities and Exchange Commission on December 3, 2021

S-1/A 1 d72364ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 3, 2021 Registration No. 333-253626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intermedia Cloud Communications, Inc. (Exact name of registrant as specified in its charter)

Form of Registration Rights Agreement

Exhibit 4.1 Final Form INTERMEDIA CLOUD COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 202[•] among Intermedia Cloud Communications, Inc., a Delaware corporation (the “Company”), Ivy Parent Holdings, LLC (“Ivy Parent”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”).

As filed with the Securities and Exchange Commission on October 20, 2021

S-1/A 1 d72364ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 20, 2021 Registration No. 333-253626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intermedia Cloud Communications, Inc. (Exact name of registrant as specified in its charter)

Common Stock Purchase Agreement, dated October 20, 2021, by and between Intermedia Cloud Communications, Inc. and NEC Corporation

Exhibit 10.21 INTERMEDIA CLOUD COMMUNICATIONS, INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of October 20, 2021, by and among Intermedia Cloud Communications, Inc., a Delaware corporation (the “Company”), and NEC Corporation, a Japanese corporation (kabushiki kaisha) (the “Investor”). WHEREAS, the Company is proposing to issue and sell to t

Power of attorney for Cindy A. Fiorillo

EX-24.2 Exhibit 24.2 POWER OF ATTORNEY The undersigned director of Intermedia Cloud Communications, Inc. hereby appoints each of Michael J. Gold, Jeffrey S. Eisenberg and Jason H. Veldhuis as attorney-in-fact for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission

As filed with the Securities and Exchange Commission on September 17, 2021

S-1/A 1 d72364ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 17, 2021 Registration No. 333-253626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intermedia Cloud Communications, Inc. (Exact name of registrant as specified in its charte

Form of First Amendment to Amended and Restated Employment Agreement by and between Intermedia.net, Inc. and Michael J. Gold

EX-10.8 4 d72364dex108.htm EX-10.8 Exhibit 10.8 INTERMEDIA.NET, INC. FIRST AMENDMENT TO MICHAEL GOLD AMENDED & RESTATED EMPLOYMENT AGREEMENT DATED: MARCH , 2021 WHEREAS, Intermedia.net, Inc., a Delaware corporation (the “Company”), and Michael Gold (“Executive”), entered into an Amended and Restated Employment Agreement, effective as of February 1, 2017 (the “Agreement”); and WHEREAS, the Company

Form of Addendum to Employment Offer Letter from Intermedia.net, Inc. to Jonathan S. McCormick

Exhibit 10.10 [INTERMEDIA LETTERHEAD] March , 2021 Jonathan McCormick Email: Dear Jonathan: We are pleased to offer you severance terms that recognize your continued contributions to Intermedia.net, Inc. (“Intermedia” or the “Company”) and better align your severance to that of similarly situated executives of our peers. This letter is an addendum to your letter dated August 3, 2007 and any amendm

Form of Addendum to Employment Offer Letter from Intermedia.net, Inc. to Jason H. Veldhuis

Exhibit 10.9 [INTERMEDIA LETTERHEAD] March , 2021 Jason Veldhuis Email: Dear Jason: We are pleased to announce changes to your compensation and severance that recognize your continued contributions to Intermedia.net, Inc. (“Intermedia” or the “Company”) and better align your compensation to that of similarly situated executives of our peers. This letter amends the compensation and severance terms

Form of Underwriting Agreement

Exhibit 1.1 [] Shares INTERMEDIA CLOUD COMMUNICATIONS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT [], 2021 [], 2021 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule II hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New

- S-1/A

S-1/A 1 d72364ds1a.htm S-1/A As filed with the Securities and Exchange Commission on March 29, 2021 Registration No. 333-253626 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intermedia Cloud Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 37-18

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on March 23, 2021 Registration No.

Form of Second Amended and Restated Certificate of Incorporation of Intermedia Cloud Communications, Inc., to be in effect upon the closing of this offering

Exhibit 3.1 Final Form SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERMEDIA CLOUD COMMUNICATIONS, INC. * * * * * Jeffrey S. Eisenberg, being the General Counsel and Secretary of Intermedia Cloud Communications, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as fol

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on March 15, 2021 Registration No.

Form of Registration Rights Agreement

Exhibit 4.1 INTERMEDIA CLOUD COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2021 among Intermedia Cloud Communications, Inc., a Delaware corporation (the “Company”), Ivy Parent Holdings, LLC (“Ivy Parent”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as oth

Form of Director Nomination Agreement

Exhibit 10.12 DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2021, by and among Intermedia Cloud Communications, Inc., a Delaware corporation (the ?Company?), Madison Dearborn Capital Partners VII-A, L.P. (?MDCP VII-A?), Madison Dearborn Capital Partners VII-C, L.P. (?MDCP VII-C?) and Madison Dearborn Capital Partners VII Exe

Form of Amended and Restated Certificate of Incorporation of Intermedia Cloud Communications, Inc., to be in effect upon the closing of this offering

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERMEDIA CLOUD COMMUNICATIONS, INC. * * * * * Jeffrey S. Eisenberg, being the General Counsel and Secretary of Intermedia Cloud Communications, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows: FIRST

- S-1/A

As filed with the Securities and Exchange Commission on March 11, 2021 Registration No.

Amended and Restated Bylaws of Intermedia Cloud Communications, Inc., to be in effect upon the closing of this offering

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF INTERMEDIA CLOUD COMMUNICATIONS, INC. A Delaware corporation (Adopted as of [ ], 2021) ARTICLE I OFFICES Section 1. Offices. Intermedia Cloud Communications, Inc. (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of th

Form of Indemnification Agreement

Exhibit 10.11 Final Form INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, between Intermedia Cloud Communications, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are

Form of Intermedia Cloud Communications, Inc. 2021 Long-Term Incentive Plan

Exhibit 10.9 INTERMEDIA CLOUD COMMUNICATIONS, INC. 2021 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Intermedia Cloud Communications, Inc. 2021 Long-Term Incentive Plan is to promote the success of the Company?s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward

Amendment No. 1 to Amended and Restated Credit Agreement, dated July 24, 2018, by and among Intermedia Holdings, Inc., Intermedia.net, Inc., the other borrowers named therein, the lenders named therein, and Toronto Dominion (Texas) LLC, as administrative agent

Exhibit 10.2 Execution Copy TORONTO DOMINION (TEXAS) LLC 222 Bay Street Ernst & Young Tower 15th Floor Toronto, Ontario M5K 1A2 July 24, 2018 Intermedia Holdings, Inc. 825 East Middlefiled Rd. Mountain View, CA 94043 Intermedia Holdings, Inc. Amendment No.l to Amended and Restated Credit Agreement Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement, dated as of Jul

Amended and Restated Employment Agreement, dated February 1, 2017, by and between Intermedia.net, Inc. and Michael J. Gold

EX-10.5 6 d72364dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION INTERMEDIA.NET, INC. MICHAEL GOLD AMENDED & RESTATED EMPLOYMENT AGREEMENT This Amended & Restated Employment Agreement (the “Agreement”) is entered by and between Intermedia.net, Inc. (the “Company”) and Michael Gold (“Executive”). WHEREAS, it is anticipated that there will be an investment by investment funds and/or entities affili

Amended and Restated Credit Agreement, dated July 19, 2018, by and among Intermedia Holdings, Inc., Intermedia.net, Inc., the other borrowers named therein, the lenders named therein, and Suntrust Bank, as administrative agent and swing line lender

Exhibit 10.1 Execution Copy AMENDMENT TO CREDIT AGREEMENT This AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of July 19, 2018, relating to that certain First Lien Credit Agreement described below, is by and among INTERMEDIA HOLDINGS, INC., a Delaware corporation (the “Parent Borrower”), INTERMEDIA.NET, INC., a Delaware corporation (“Intermedia”), INTERMEDIA VOICE SERVICES, INC., a Del

Amendment No. 3 to Amended and Restated Credit Agreement, dated February 18, 2021 by and among Intermedia Holdings, Inc., Intermedia.net, Inc., the other borrowers named therein, the lenders named therein, and Toronto Dominion (Texas) LLC, as administrative agent

Exhibit 10.4 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”), dated as of February 18, 2021, relating to that certain Amended and Restated Credit Agreement, dated as of July 19, 2018 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 24, 2018 and Amendment No. 2 to Amended and R

Letter from RSM US LLP to the Securities and Exchange Commission

EX-16.1 13 d72364dex161.htm EX-16.1 Exhibit 16.1 February 26, 2021 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Intermedia Cloud Communications, Inc.’s (f/k/a Ivy Holding Corp.) statements included under Item 304(a)(1) of Regulation S-K in its Registration Statement on Form S-1 filed on February 26, 2021 and we agree with such statements concerning our firm

Powers of attorney (included on signature page)

Table of Contents As filed with the Securities and Exchange Commission on February 26, 2021 Registration No.

Senior Leader Annual Incentive Plan

EX-10.13 12 d72364dex1013.htm EX-10.13 Exhibit 10.13 INTERMEDIA.NET, INC. SENIOR LEADER ANNUAL INCENTIVE PLAN (As adopted on April 13, 2018; effective as of January 1, 2018) I. Purpose The purpose of the Intermedia.net, Inc. Senior Leader Annual Incentive Plan (this “Incentive Plan”) is to attract, retain and motivate key senior leaders of Intermedia.net, Inc. and its affiliates (collectively, “In

Employment Offer Letter, dated July 20, 2007, from Intermedia.net, Inc. to Jonathan S. McCormick

Exhibit 10.7 INTERMEDIA.NET Outsource Technologies, Outsmart Competition 150 Mathilda Place, Suite 104 Sunnyvale, CA 94086 t. 650-424-9935 f. 650-424-9936 July 20, 2007 Jonathan McCormick [***********] Jonathan: We are pleased to offer you at-will employment with Intermedia, Inc. (the “Company”) in a position with the working title of Vice-President Operations. If you commence employment with the

2017 Stock Option Plan

Exhibit 10.8 Ivy Holding Corp. 2017 Stock Option Plan As of April 22, 2020 (Plan originally approved March 29, 2017) Ivy Holding Corp. 2017 Stock Option Plan ARTICLE 1 PURPOSE 1.1 Purpose of this Plan The purpose of this Plan is to assist the Company in attracting, retaining and motivating key employees of the Company and its subsidiaries by granting to them options to purchase Class B Shares of t

Amendment No. 2 to Amended and Restated Credit Agreement, dated July 31, 2020, by and among Intermedia Holdings, Inc., Intermedia.net, Inc., the other borrowers named therein, the lenders named therein, and Toronto Dominion (Texas) LLC, as administrative agent

Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”), dated as of July 31, 2020, relating to that certain Amended and Restated Credit Agreement, dated as of July 19, 2018 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 24, 2018, as may be further ame

Consent of Director Nominee

EX-99.1 17 d72364dex991.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee The undersigned hereby consents to being named in the registration statement on Form S-1 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933

Form of Intermedia Cloud Communications, Inc. 2021 Employee Stock Purchase Plan

Exhibit 10.10 INTERMEDIA CLOUD COMMUNICATIONS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The Plan?s purpose is to assist employees of the Company and its Designated Companies in acquiring a share ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries and Aff

List of subsidiaries of Intermedia Cloud Communications, Inc.

Exhibit 21.1 Subsidiaries of Intermedia Cloud Communications, Inc. Name Jurisdiction of Formation Ivy Intermediate Holdings, Inc. Delaware Intermedia Holdings, Inc. Delaware Intermedia.net, Inc. Delaware Intermedia (UK) Holdings, Ltd. England & Wales Intermedia Limited Liability Company Russia Serverdata.net, Inc. Delaware Intermedia Voice Services, Inc. Delaware Intermedia.net Technologies Canada

Employment Offer Letter, dated December 3, 2018, from Intermedia.net, Inc. to Jason H. Veldhuis

Exhibit 10.6 825 Middlefield Rd Mountain View, CA 94043 Toll Free: 800-379-7729 Tel: 650-641-4000 Fax: 408-854-7701 December 3, 2018 Jason Veldhuis Email: [*************] Dear Jason: We are pleased to announce that you are being promoted from Vice President, Corporate Development and Strategy to Chief Financial Officer of lntermedia.net, Inc. (“Intermedia” or the “Company”) You have taken initiati

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.3 4 filename4.htm Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”), dated as of July 31, 2020, relating to that certain Amended and Restated Credit Agreement, dated as of July 19, 2018 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 24, 201

INTERMEDIA.NET, INC. SENIOR LEADER ANNUAL INCENTIVE PLAN (As adopted on April 13, 2018; effective as of January 1, 2018)

Exhibit 10.16 INTERMEDIA.NET, INC. SENIOR LEADER ANNUAL INCENTIVE PLAN (As adopted on April 13, 2018; effective as of January 1, 2018) I. Purpose The purpose of the Intermedia.net, Inc. Senior Leader Annual Incentive Plan (this ?Incentive Plan?) is to attract, retain and motivate key senior leaders of Intermedia.net, Inc. and its affiliates (collectively, ?Intermedia? or the ?Company?) with reward

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DRS/A 1 filename1.htm Table of Contents Amendment No. 2 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on February 8, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

Subsidiaries of Intermedia Cloud Communications, Inc. Name Jurisdiction of Formation Ivy Intermediate Holdings, Inc. Delaware Intermedia Holdings, Inc. Delaware Intermedia.net, Inc. Delaware Intermedia (UK) Holdings, Ltd. England & Wales Intermedia L

Exhibit 21.1 Subsidiaries of Intermedia Cloud Communications, Inc. Name Jurisdiction of Formation Ivy Intermediate Holdings, Inc. Delaware Intermedia Holdings, Inc. Delaware Intermedia.net, Inc. Delaware Intermedia (UK) Holdings, Ltd. England & Wales Intermedia Limited Liability Company Russia Serverdata.net, Inc. Delaware Intermedia Voice Services, Inc. Delaware Intermedia.net Technologies Canada

AMENDMENT TO CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 Execution Copy AMENDMENT TO CREDIT AGREEMENT This AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of July 19, 2018, relating to that certain First Lien Credit Agreement described below, is by and among INTERMEDIA HOLDINGS, INC., a Delaware corporation (the “Parent Borrower”), INTERMEDIA.NET, INC., a Delaware corporation (“Intermedia”), INTERMEDIA VOICE SERVICES, INC

Ivy Holding Corp. 2017 Stock Option Plan As of April 22, 2020 (Plan originally approved March 29, 2017)

Exhibit 10.7 Ivy Holding Corp. 2017 Stock Option Plan As of April 22, 2020 (Plan originally approved March 29, 2017) Ivy Holding Corp. 2017 Stock Option Plan ARTICLE 1 PURPOSE 1.1 Purpose of this Plan The purpose of this Plan is to assist the Company in attracting, retaining and motivating key employees of the Company and its subsidiaries by granting to them options to purchase Class B Shares of t

TORONTO DOMINION (TEXAS) LLC 222 Bay Street Ernst & Young Tower 15th Floor Toronto, Ontario M5K 1A2

EX-10.2 3 filename3.htm Exhibit 10.2 Execution Copy TORONTO DOMINION (TEXAS) LLC 222 Bay Street Ernst & Young Tower 15th Floor Toronto, Ontario M5K 1A2 July 24, 2018 Intermedia Holdings, Inc. 825 East Middlefiled Rd. Mountain View, CA 94043 Intermedia Holdings, Inc. Amendment No.l to Amended and Restated Credit Agreement Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Ag

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Table of Contents Amendment No. 1 to confidential draft submission As submitted confidentially to the Securities and Exchange Commission on January 19, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 3

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Table of Contents As submitted confidentially to the Securities and Exchange Commission on December 17, 2020 pursuant to the Jumpstart Our Business Startups Act of 2012.