EXECUTION VERSION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Amendment”) is dated as of June 29, 2018, by and...

EXECUTION VERSION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Amendment”) is dated as of June 29, 2018, by and among UBIQUITI NETWORKS, INC., a Delaware corporation (the “Parent Borrower”) and UBIQUITI INTERNATIONAL HOLDING COMPANY LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Cayman Borrower” and, together with the Parent Borrower, the “Borrowers”), certain Subsidiaries of the Borrowers party hereto (the “Guarantors”), each of the Lenders party hereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Statement of Purpose The Borrowers, the Lenders party thereto and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of January 17, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment, the “Credit Agreement”), pursuant to which the Lenders have extended a term loan to the Parent Borrower and a revolving credit facility to the Borrowers. The Cayman Borrower and certain other Foreign Subsidiaries of the Parent Borrower are parties to that certain Second Amended and Restated Foreign Collateral Agreement, dated as of January 17, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Foreign Collateral Agreement”), pursuant to which the Grantors (as defined therein) party thereto have granted and pledged a security interest in certain Collateral (as defined therein) to the Administrative Agent as collateral security for the payment and performance of the Foreign Secured Obligations. The Borrowers have requested, and subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders have agreed, to (a) amend the Existing Credit Agreement and (b) add Ubiquiti Global Energy Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Ubiquiti Global”), as a “Grantor” (as defined in the Foreign Collateral Agreement) under the Foreign Collateral Agreement, in each case as specifically set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Capitalized Terms. All capitalized undefined terms used in this Amendment (including, without limitation, in the introductory paragraph and the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement. 2. Amendments to Existing Credit Agreement. Subject to and in accordance with the terms and conditions set forth herein, the parties hereto agree that the Existing Credit Agreement is amended as follows: (a) the following definitions are hereby added to Section 1.1 of the Existing Credit Agreement in the appropriate alphabetical order to read in their entirety as follows: “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. 103751292_3

“Beneficial Ownership Regulation” means 31 CFR § 1010.230. “Cayman Subsidiary Guaranty” means the Third Amended and Restated Cayman Subsidiary Guaranty Agreement dated as of the First Amendment Effective Date, executed by Ubiquiti Cayman, Ubiquiti Global, and certain other Subsidiaries of the Cayman Borrower from time to time party thereto in favor of the Administrative Agent, for the ratable benefit of the Secured Parties. “First Amendment Effective Date” means June 29, 2018. “Ubiquiti Global” means Ubiquiti Global Energy Limited, an exempted company incorporated under the laws of the Cayman Islands. “Ubiquiti Global Share Charge” means the equitable charge over shares dated as of June 29, 2018, pursuant to which the Administrative Agent, for the benefit of the Secured Parties, is granted a security interest (or the equivalent under Cayman Islands law) in one-hundred percent (100%) of the Equity Interests of Ubiquiti Global. (b) the definition of “Change in Control” in Section 1.1 of the Existing Credit Agreement is hereby amended by replacing clause (c) of such definition with the following: “(c) the Cayman Borrower shall fail to control and directly own 100% of each class of outstanding Equity Interests of Ubiquiti Hong Kong, Ubiquiti Cayman and Ubiquiti Global.” (c) the definition of “Foreign Credit Parties” in Section 1.1 of the Existing Credit Agreement is hereby amended by replacing such definition with the following: “Foreign Credit Parties” means, collectively, (a) the Cayman Borrower, (b) Ubiquiti Hong Kong, (c) Ubiquiti Cayman and (d) Ubiquiti Global. (d) the definition of “Guarantors” in Section 1.1 of the Existing Credit Agreement is hereby amended by replacing such definition with the following: “Guarantors” means, collectively, (a) the US Guarantors, (b) Ubiquiti Hong Kong, (c) Ubiquiti Cayman, and (d) Ubiquiti Global. (e) the definition of “Guaranty Agreements” in Section 1.1 of the Existing Credit Agreement is hereby amended by replacing the reference therein to “Ubiquiti Cayman Guaranty” with “Cayman Subsidiary Guaranty”. (f) the definition of “Material Foreign Subsidiary” in Section 1.1 of the Existing Credit Agreement is hereby amended by adding a new clause (d) to such definition to read as follows: “(d) Ubiquiti Global,” and re-lettering existing clauses (d) and (e) to clauses (e) and (f), respectively. (g) the definition of “Security Documents” in Section 1.1 of the Existing Credit Agreement is hereby amended by adding “the Ubiquiti Global Share Charge,” after the reference to “the Ubiquiti Cayman Share Charge,” and before the reference to “the Ubiquiti Hong Kong Charge over Accounts”. (h) the definition of “Ubiquiti Cayman Guaranty” in Section 1.1 of the Existing Credit Agreement is hereby deleted. 2 103751292_3

their respective Collateral pursuant to any Loan Document as security for or otherwise guaranteeing the Obligations under or with respect to the Loan Documents and confirm and agree that such security interests and Liens are in all respects continuing and in full force and effect and shall continue to secure all of the Obligations under the Loan Documents (after giving effect to this Amendment). 9. Costs, Expenses and Taxes. The Borrowers agree to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent. 10. Execution in Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile, telecopy, pdf or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 11. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF. 12. Entire Agreement. This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. This Amendment is a Loan Document and is subject to the terms and conditions of the Credit Agreement. 13. Successors and Assigns. This Amendment shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns. [Remainder of page intentionally left blank; signature pages follow] 7 103751292_3


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers, all as of the day and year first written above. Borrowers: UBIQUITI NETWORKS, INC., as Parent Borrower By: _________________________________________ Name: Xxxxx Xxxxxxx Title: Chief Accounting Officer UBIQUITI INTERNATIONAL HOLDING COMPANY LIMITED, as Cayman Borrower By: _________________________________________ Name: Xxxxx Xxxxxxx Title: Authorized Signatory Existing Guarantors: UBIQUITI CAYMAN LIMITED, as Guarantor By: Name: Xxxxx Xxxxxxx Title: Authorized Signatory UBIQUITI NETWORKS INTERNATIONAL LIMITED, as Guarantor By: Name: Xxxxxx X. Xxxx Title: Director UBIQUITI ENERGY, LLC, as Guarantor By: Name: Xxxxx Xxxxxxx Title: Chief Accounting Officer UBIQUITI LABS, LLC, as Guarantor By: Name: Xxxxx Xxxxxxx Title: Chief Accounting Officer Ubiquiti Networks, Inc. First Amendment to Second Amended and Restated Credit Agreement and Joinder Agreement Signature Page




FIFTH THIRD BANK , as Lender By: _________________________________________ Name: Xxxxxxx Xxxxxxxx Title: Managing Director Ubiquiti Networks, Inc. First Amendment to Second Amended and Restated Credit Agreement and Joinder Agreement Signature Page








