BRC Group Holdings, Inc.

The Transaction will be funded through a combination of debt financing, an equity contribution from BRC of approximately $38 million and an equity contribution from the BRC telecommunication subsidiaries of approximately $16 million.

In connection with the Transaction, Banc of California, Axos Bank and Israel Discount Bank of New York (such commitment parties, the “Commitment Parties”) issued a Commitment Letter (the “Commitment Letter”) to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC whereby the Commitment Parties have committed, subject to the terms and conditions set forth therein, to provide senior secured term loans in an aggregate principal amount of $212,255,000 (“Commitment Amount”) payable in connection with the Transaction. The term loans are expected to be part of an amendment and refinancing (“New Telecom Facility”) of the existing Amended and Restated Credit Agreement, dated as of January 6, 2025, by and among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., and YMAX Corporation, the subsidiaries of the borrowers party thereto, Banc of California and the lenders party thereto (as amended, the “Existing Telecom Credit Agreement”). The New Telecom Facility is expected to have materially similar terms and replace the Existing Telecom Credit Agreement and be subject to usual and customary representations and warranties, covenants and events of default customary for facilities of this type. Upon closing of the Transaction, the New Telecom Facility will replace the Existing Telecom Credit Agreement that had $71,500,000 outstanding as of September 30, 2026 and the outstanding balance on the New Telecom Facility will be equal to the Commitment Amount.

The availability of the financing contemplated by the Commitment Letter is subject to customary terms and conditions for transactions of this nature, including the consummation of the Transaction substantially concurrently with the funding of the financing, the accuracy of certain representations and warranties, the absence of specified material adverse effects, the delivery of customary documentation and other conditions set forth in the Commitment Letter.