Form 8-K

8-K — Super Micro Computer, Inc.

Accession: 0001193125-26-269703

Filed: 2026-06-12

Period: 2026-06-10

CIK: 0001375365

SIC: 3571 (ELECTRONIC COMPUTERS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d45696d8k.htm (Primary)

EX-1.1 (d45696dex11.htm)

EX-1.2 (d45696dex12.htm)

EX-5.1 (d45696dex51.htm)

EX-5.2 (d45696dex52.htm)

EX-10.1 (d45696dex101.htm)

EX-99.1 (d45696dex991.htm)

EX-99.2 (d45696dex992.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d45696d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2026

SUPER MICRO COMPUTER, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33383

77-0353939

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

980 Rock Avenue, San Jose, California 95131

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 503-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

SMCI

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

Distribution Agreement

On June 11, 2026, Super Micro Computer, Inc., a Delaware corporation (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as agents (each, an “Agent” and collectively, the “Agents”), to sell shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) having aggregate sales proceeds of up to $1.25 billion (the “Shares”), from time to time, through an “at-the-market” offering program (the “ATM Offering”).

Upon delivery of a placement notice and subject to the terms and conditions of the Distribution Agreement, the Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market to sell the Shares from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Distribution Agreement, the Agents may sell the Shares in ordinary brokers’ transactions, to or through a market maker, on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or through any other method permitted by law. The Agents’ obligations to sell the Shares under the Distribution Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Distribution Agreement provides that the Agents will be entitled to compensation for their services in the form of a commission of up to 1.0% of the aggregate gross proceeds from each sale of the Shares, and the Company has agreed to reimburse the Agents for certain specified expenses. The Company has also agreed to provide the Agents with customary indemnification and contribution rights. The Company is not obligated to sell any Shares under the Distribution Agreement and may at any time suspend solicitation and offers under the Distribution Agreement. The Distribution Agreement may be terminated by the Company at any time by giving written notice to the Agents for any reason, or by each Agent at any time, with respect to such Agent only, by giving written notice to the Company for any reason or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The ATM Offering of the Shares pursuant to the Distribution Agreement will terminate upon the termination of the Distribution Agreement by the Company or the Agents.

The sales and issuances of the Shares under the Distribution Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-296641) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2026. The Company filed a prospectus supplement with the SEC on June 12, 2026 in connection with the offer and sale of the Shares pursuant to the Distribution Agreement.

The foregoing description of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the ATM Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities under the Distribution Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Underwriting Agreement

On June 10, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as the representatives of the underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 45,454,545 shares of Common Stock to the Underwriters (the “Common Stock Offering”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 6,818,181 shares of Common Stock.

The Common Stock Offering was made pursuant to the Registration Statement, a base prospectus, dated June 9, 2026, included as part of the Registration Statement and a prospectus supplement, dated June 10, 2026 and filed with the SEC on June 12, 2026.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the Common Stock Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.2 to this Current Report on Form 8-K.

Amendment to the Credit Agreement

On June 10, 2026, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, dated December 29, 2025 (as amended by Amendment No. 1, dated as of January 26, 2026 and as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, as lead borrower, the various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 2 modified the Credit Agreement to, among other things, provide the Company additional capacity under the Credit Agreement to make distributions in respect of certain series of its mandatory convertible preferred stock, subject to maintaining a pro forma Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 2.00:1.00.

Other than as modified pursuant to Amendment No. 2, the Credit Agreement remains in full force and effect. The foregoing descriptions of Amendment No. 2 and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to, respectively, the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on January 2, 2026 and is incorporated herein by reference, and Amendment No. 1 to the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on January 29, 2026 and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

Copies of the Company’s press releases related to the announcements of the Common Stock Offering and the ATM Offering set forth under Item 1.01 are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The offering of depositary shares representing Series A mandatory convertible preferred stock that is also described in these press releases is expected to close June 15, 2026 and will be described in a Current Report on Form 8-K filed on that date.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

1.1

Equity Distribution Agreement, dated as of June 11, 2026, by and among Super Micro Computer, Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc.

1.2

Underwriting Agreement, dated June 10, 2026, by and among Super Micro Computer, Inc. and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters with respect to the Common Stock Offering.

5.1

Opinion of Freshfields US LLP.

5.2

Opinion of Freshfields US LLP.

10.1

Amendment No. 2 to the Credit Agreement, dated as of June 10, 2026, by and among Super Micro Computer, Inc. and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

23.1

Consent of Freshfields US LLP (contained in Exhibit 5.1).

23.2

Consent of Freshfields US LLP (contained in Exhibit 5.2).

99.1

Press Release issued by Super Micro Computer dated June 9, 2026

99.2

Press Release issued by Super Micro Computer dated June 11, 2026

EX-104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUPER MICRO COMPUTER, INC.

Date: June 12, 2026

By:

/s/ Charles Liang

President, Chief Executive Officer and Chairman of the Board

EX-1.1

Filename: d45696dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

Execution Version

DISTRIBUTION AGREEMENT

June 11, 2026

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Citigroup Global Markets Inc.

388 Greenwich Street

17th Floor

New York, NY 10013

Ladies and Gentlemen:

Super Micro Computer, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC,

Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agents”), with respect to the issuance and sale

from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of shares of Common Stock, $0.001 par value per share (the “Common

Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $1,250,000,000 (the “Maximum Amount”) and which shall not exceed the aggregate amount of Common Stock registered under

the Registration Statement (as defined below) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3ASR (No. 333-296641) (the “registration statement”) for the registration of the Shares and other securities of the Company under the Securities Act of 1933, as

amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”); and such registration statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional

information concerning the Company and its business. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s

effectiveness for purposes of Section 11 of the Act, as such section applies to the Agents, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (2) any information

contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C

under the Act, to be part of the registration statement at the effective time. “Basic Prospectus” means the prospectus dated June 9, 2026 filed as part of the Registration

Statement, including the documents incorporated by reference therein as of the date of such prospectus; “Prospectus Supplement” means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the

Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in

the form furnished by the Company to the Agents in connection with the offering of the Shares; “Prospectus” means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of

Section 4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) together with the Basic Prospectus attached to or used with the Prospectus Supplement; and “Permitted Free Writing Prospectus” has the

meaning set forth in Section 3(b). Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless otherwise stated, be deemed to refer

to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as

exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the

Prospectus or any Permitted Free Writing Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder

(collectively, the “Exchange Act”) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the

case may be, and deemed to be incorporated therein by reference. References in this Agreement to financial statements or other information that is “contained,” “included,” “described,” “set forth” or

“provided” in the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus and any similar references shall, unless stated otherwise, include any information

incorporated or deemed to be incorporated by reference therein.

The Company and the Agents agree as follows:

1. Issuance and Sale.

(a) Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided the

Company provides the Agents with any due diligence materials and information reasonably requested by any Agent necessary for such Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the

Company, the Company and such Agent shall enter into an agreement in accordance with Section 2 hereof regarding the number of Shares to be placed by such Agent, as agent, and the manner in which and other terms upon which such placement is to

occur (each such transaction being referred to as an “Agency Transaction”). The Company may also offer to sell the Shares directly to an Agent, as principal, in which event such parties shall enter into a separate agreement (each, a

“Terms Agreement”) in substantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in

accordance with Section 2(g) of this Agreement (each such transaction being referred to as a “Principal Transaction”). As used herein, (i) the “Term” shall be

the period commencing on the date hereof and ending on the earlier of (x) the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant to this Agreement and any Terms Agreements equal to the Maximum Amount and

(y) any termination of this Agreement pursuant to Section 8, (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange other than a day on which trading on the Exchange is scheduled to

close prior to its regular weekday closing time, and (iii) “Exchange” means the Nasdaq Global Select Market.

(b) Subject to

the terms and conditions set forth below, the Company appoints each Agent as agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. Each Agent will use commercially reasonable efforts, consistent

with its normal trading and sales practices, to sell such Shares in accordance with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). Neither the Company nor any Agent shall have any

obligation to enter into an Agency Transaction. The Company shall be obligated to issue and sell through the Agents, and each Agent shall be obligated to use commercially reasonable efforts, consistent with its normal trading and sales practices and

as provided herein and in the applicable Transaction Acceptance, to place Shares only if and when the Company makes a Transaction Proposal to the applicable Agent related to such an Agency Transaction and a Transaction Acceptance related to such

Agency Transaction has been delivered to the Company by such Agent as provided in Section 2 below.

pursuant to this Agreement by any method permitted by law, including without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited), (ii) to or through a market maker, (iii) directly on or through any

national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, (iv) in the

over-the-counter market, (v) in privately negotiated transactions, or (vi) through a combination of any such methods.

(d) If Shares are to be sold in an Agency Transaction in an

at-the-market offering, the applicable Agent will confirm in writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales

Price and Net Sales Price (as each of such terms is defined in Section 2(b) below) no later than the opening of trading on the immediately following Exchange Business Day.

(e) If the Company shall default on its obligation to deliver Shares to the applicable Agent pursuant to the terms of any Agency Transaction

or Terms Agreement, the Company shall (i) indemnify and hold harmless the applicable Agent(s) and its successors and assigns from and against any and all losses, claims, damages, liabilities and reasonable and documented expenses arising from

or as a result of such default by the Company and (ii) notwithstanding any such default, pay to the applicable Agent(s) the commission to which it would otherwise be entitled in connection with such sale in accordance with Section 2(b)

below.

(f) The Company acknowledges and agrees that (i) there can be no assurance that an

Agent will be successful in selling the Shares, (ii) no Agent shall incur any liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by an Agent to use its

commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii) no Agent shall be under any obligation to

purchase Shares on a principal basis pursuant to this Agreement, except as may otherwise be specifically agreed by such Agent and the Company in a Terms Agreement.

2. Transaction Acceptances and Terms Agreements.

(a) The Company may, from time to time during the Term, propose to an Agent that they enter into an Agency Transaction to be executed on a

specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to such Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A

hereto to make such sales and shall set forth the information specified below (each, a “Transaction Proposal”). If an Agent agrees to the terms of such proposed Agency Transaction or if the Company and an Agent mutually agree to modified

terms for such proposed Agency Transaction, then such Agent shall promptly deliver to the Company by email a notice (each, a “Transaction Acceptance”) confirming the terms of such proposed Agency Transaction as set forth in such

Transaction Proposal or setting forth the modified terms for such proposed Agency Transaction as agreed by the Company and such Agent, as the case may be, whereupon such Agency Transaction shall become a binding agreement between the Company and

such Agent. Each Transaction Proposal shall specify:

(i)

the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold

(each, a “Purchase Date”);

(ii)

the maximum number of Shares to be sold by any Agent (the “Specified Number of Shares”) on, or over

the course of, such Purchase Date(s), or as otherwise agreed between the Company and the applicable Agent and documented in the relevant Transaction Acceptance;

(iii)

the lowest price, if any, at which the Company is willing to sell Shares on each such Purchase Date or a

formula pursuant to which such lowest price shall be determined (each, a “Floor Price”); and

(iv)

if other than 1% of the Gross Sales Price, the applicable Agent’s discount or commission.

A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the

aggregate number or aggregate Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in a total number of shares that

exceeds the Maximum Amount nor shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Company’s board of directors or, if permitted by applicable law and the Company’s charter and by-laws, a duly authorized committee thereof. The Company shall have responsibility for maintaining records with respect to the aggregate number and aggregate Gross Sales Price of Shares sold and for

otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of Shares offered and sold

does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Company’s board of directors or,

if permitted by applicable law and the Company’s charter and by-laws, a duly authorized committee thereof. In the event that more than one Transaction Acceptance with respect to any Purchase Date(s) is

delivered by the applicable Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Purchase Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance and prior

to the delivery to the Company of the latest Transaction Acceptance. The Company or an Agent may, upon notice to the other such party by either e-mail or telephone (confirmed promptly by e-mail), suspend or terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the

parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Notwithstanding the foregoing, if the terms of any Agency Transaction

contemplate that Shares shall be sold on more than one Purchase Date, then the Company and the applicable Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Purchase

Dates, and such additional terms and conditions shall be set forth in or confirmed by, as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein.

(b) The Purchase Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as

the case may be, the applicable Transaction Acceptance. Except as otherwise agreed between the Company and the applicable Agent, the Agent’s commission for any Shares sold through an Agent pursuant to this Agreement shall be a percentage, not

to exceed 1%, of the actual sales price of such Shares (the “Gross Sales Price”), which commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; provided, however, that

such commission shall not apply when an Agent acts as principal, in which case such commission or a discount shall be set forth in the applicable Terms Agreement. Notwithstanding the foregoing, in the event the Company engages an Agent for a sale of

Shares in an Agency Transaction that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act or a “block” within the meaning of Rule

10b-18(a)(5) under the Exchange Act, the Company will provide such Agent, at such Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of

counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof, each dated the Settlement Date, and such other documents and information as such Agent shall reasonably request, and the Company and such Agent

will agree to compensation that is customary for such Agent with respect to such transaction. The Gross Sales Price less the Agent’s commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by

any governmental, regulatory or self-regulatory organization in respect of the sale of the applicable Shares is referred to herein as the “Net Sales Price.”

pursuant to a Transaction Acceptance shall be made to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the applicable Agent at least one Exchange Business Day prior to the

applicable Agency Settlement Date (as defined below)) against delivery of such Shares to such Agent’s account, or an account of such Agent’s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System

(“DWAC”) or by such other means of delivery as may be agreed to by the Company and the Agent. Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the second Exchange Business Day (or such other day as

may, from time to time, become standard industry practice for settlement of such a securities issuance or as agreed to by the Company and the applicable Agent) following each Purchase Date (each, an “Agency Settlement Date”).

(d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the

parties with respect to a Purchase Date, and the applicable Agent thereafter determines and notifies the Company that the Gross Sales Price for such Agency Transaction would not be at least equal to such Floor Price, then the Company shall not be

obligated to issue and sell through such Agent, and such Agent shall not be obligated to place, the Shares proposed to be sold pursuant to such Agency Transaction on such Purchase Date, unless the Company and such Agent otherwise agree in writing.

(e) If any party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act

are not satisfied with respect to the Shares, it shall promptly notify the other parties and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have

been satisfied in the judgment of each party. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the

Shares, the Company shall calculate the average daily trading volume (as defined under “ADTV” by Rule 100 of Regulation M under the Exchange Act) of the Common Stock based on market data provided by Bloomberg L.P. or such other sources

as agreed upon by the Company and the applicable Agent.

(f)

(i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth

in Section 2(a) of this Agreement, it will notify the Agents of the proposed terms of the Principal Transaction. If the Agents, acting as principal, wish to accept such proposed terms (which they may decline to do for any reason in their sole

discretion) or, following discussions with the Company, wish to accept amended terms, the Company and the Agents shall enter into a Terms Agreement setting forth the terms of such Principal Transaction.

(ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the Agents unless and until the Company and the Agents

have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement shall

control.

(g) Each sale of the Shares to one or more Agents in a Principal Transaction shall be made

in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the applicable Agent(s). A Terms Agreement may also specify certain provisions relating to the

reoffering of such Shares by the applicable Agent(s). The commitment of the applicable Agent(s) to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements

of the Company contained, and shall be subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. Any such Terms Agreement shall specify the number of the Shares or the maximum dollar amount of Shares to be purchased

by the applicable Agent(s) pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters, if any, acting together with the applicable Agent(s) in the reoffering of the

Shares, and the time and date (each such time and date being referred to herein as a “Principal Settlement Date”; and, together with any Agency Settlement Date, a “Settlement Date”) and place of delivery of and payment for

such Shares.

(h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the

offer or sale, of any Shares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agents given by either e-mail or telephone (confirmed promptly by

email), shall cancel any instructions for the offer or sale of any Shares, and the Agents shall not be obligated to offer or sell any Shares, (i) during any period in which the Company’s insider trading policy, as it exists on the date of

this Agreement, would prohibit the purchases or sales of the Company’s Common Stock by any of its officers or directors (ii) at any time from and including the date on which the Company shall issue a press release containing, or shall

otherwise publicly announce, its earnings, revenues or other results of operations (an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings

Announcement.

(i) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company

shall be effected only by or through one Agent on any Exchange Business Day.

(j) Anything in this Agreement to the contrary

notwithstanding, the Company shall not authorize the offering and sale of, and the Agents, as sales agents, shall not be obligated to use their commercially reasonable efforts, consistent with their normal trading and sales practices, to sell, any

Shares at a price lower than the minimum price, or in a number or with an aggregate gross or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be offered and sold under

this Agreement and any Terms Agreement, in each case by the Company’s board of directors or, if permitted by applicable law and the Company’s charter and bylaws, a duly authorized committee thereof, or in a number in excess of the number

of Shares approved for listing on the Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed

by the parties hereto that compliance with any such limitations shall be the sole responsibility of the Company.

3. Representations, Warranties and Agreements of the Company. The Company represents

and warrants to, and agrees with, the Agents, on and as of (i) the date hereof, (ii) each date on which the Company receives a Transaction Acceptance (the “Time of Acceptance”), (iii) each date on which the Company executes and

delivers a Terms Agreement, (iv) each Time of Sale (as defined in Section 3(a)), (v) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 6(b)) (each such date listed in (i) through (vi), a

“Representation Date”), as follows:

(a) The Registration Statement is an “automatic shelf registration statement”

as defined under Rule 405 of the Act that has been filed with the Commission not earlier than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted

Free Writing Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of

objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof

and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the applicable requirements of the Act; the conditions to the use of Form S-3 in

connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act

(including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material

respects, with the applicable requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with

all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement in or omission from the Registration Statement, the Prospectus or any Permitted Free Writing

Prospectus made in reliance upon and in conformity with information concerning the Agents and furnished in writing by or on behalf of an Agent expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus

(it being understood that such information consists solely of the information specified in Section 9(b)). As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement, the time of

an Agent’s initial entry into contracts with investors for the sale of such Shares and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares.

(b) Prior to the execution of this Agreement, the Company has not, directly or indirectly,

offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other

than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Agents, until the termination of this Agreement, it has not made and will not make any offer relating to the Shares that would constitute

an “issuer free writing prospectus” (as defined in Rule 433 under the Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) other than any Permitted Free Writing

Prospectus. Any such free writing prospectus relating to the Shares consented to by the Agents (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms

Agreement) is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company has complied and will comply in all material respects with the requirements of Rule 433 under the Act applicable to any Permitted Free Writing

Prospectus, including timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Act are satisfied, and the

registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 under the Act, satisfies the requirements of Section 10 of

the Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Act, from using, in connection with the offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Act) pursuant to

Rules 164 and 433 under the Act; the Company was not as of each eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement and this Agreement

and is not an “ineligible issuer” and was as of each such eligibility date and is a “well-known seasoned issuer” (each as defined in Rule 405 under the Act). The Company has paid or, no later than the business day after the

date of this Agreement, will pay the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act.

(c) The Incorporated Documents, when they were filed with the Commission (or, if any amendment with respect to any such document was filed,

when such amendment was filed), conformed in all material respects to the applicable requirements of the Act or the Exchange Act, as applicable.

(d) The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated

by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly in all material

respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the financial statements of any other

business or entity and its consolidated subsidiaries (if any) and the related notes thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects

with the applicable requirements of the Act or the Exchange Act, as applicable, and present fairly in all material respects the consolidated (if applicable) financial position of such entity or business, as the case may be, and its subsidiaries (if

any) as of the dates indicated and the results of its or their, as the case may be, operations and the changes in its or their, as the

case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the

United States applied on a consistent basis throughout the periods covered thereby, except unaudited financial statements, which are subject to normal year-end adjustments that are not material in the

aggregate and do not contain certain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the

information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus has been derived from the accounting records

of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; all disclosures included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free

Writing Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of

Regulation S-K of the Act, to the extent applicable.

(e) Since the respective dates of which

information is given in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, (i) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock

options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus), any material change in

short-term debt or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or

any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a

whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any

liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is

material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court

or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus.

(f) The Company and its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective

jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and

have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not,

individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its

subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a “Material Adverse Effect”). The Company does not

own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K

incorporated by reference in the Registration Statement.

(g) The Company has an authorized capitalization as set forth in the

Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as of the date specified therein. All the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Prospectus or any

Permitted Free Writing Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any

shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such

subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the

Prospectus or any Permitted Free Writing Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are

fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Prospectus or any

Permitted Free Writing Prospectus,) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

(h) With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company

and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly

authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company

(or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party

thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market

(“Nasdaq”) and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and

disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting,

Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

(i) This Agreement has been duly authorized, executed and delivered by the Company and any

Terms Agreement will have been duly authorized, executed and delivered by the Company.

(j) The Shares to be issued and sold by the

Company hereunder or under any Terms Agreement have been duly authorized by the Company and, when issued and delivered and paid for as provided herein or in any Terms Agreement, as the case may be, will be duly and validly issued, will be fully paid

and nonassessable and will conform to the description thereof in the Registration Statement, the Prospectus, and any Permitted Free Writing Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or

similar rights.

(k) The Company has full right, power and authority to execute and deliver this Agreement and any Terms Agreement and

perform its obligations hereunder or thereunder, including the Company’s issuance, sale and delivery of the Shares as provided herein and therein; and all action required to be taken for the due and proper authorization, execution and delivery

by each of the Company of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly

and validly authorized).

(l) This Agreement conforms and each Terms Agreement will conform in all material respects to the description

thereof contained in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus.

(m) Neither the Company nor

any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would

constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries

is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or

regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse

Effect.

(n) The execution, delivery and performance by the Company of this Agreement and any Terms Agreement, the issuance and sale of

the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation by the Company of the transactions contemplated hereby or by any Terms Agreement will not (i) conflict with or result in a breach or

violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset

of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its

subsidiaries is bound or to which any property, right or asset of the

Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or other organizational

documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of

clauses (i) and (iii) above, for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.

(o) No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or

regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or any Terms Agreement, the issuance and sale of the Shares, compliance by the Company with the terms of this Agreement or of any Terms

Agreement and the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except as have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or

regulations, and except for such filings of Permitted Free Writing Prospectuses and any amendments or supplements to the Registration Statement or the Prospectus or any documents incorporated or deemed to be incorporated by reference therein as may

be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time.

(p) Except as described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, there are no legal,

governmental or regulatory actions, demands, claims, suits, arbitrations, inquiries, proceedings or, to the Company’s knowledge, investigations (“Actions”) pending to which the Company or any of its subsidiaries is or may be a

party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a

Material Adverse Effect; to the knowledge of the Company, no such Actions are threatened or, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required

under the Act to be described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus that are not so described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and (ii) there

are no statutes, regulations or contracts or other documents that are required under the Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Prospectus or any Permitted Free Writing that are not

so filed as exhibits to the Registration Statement or described in the Registration Statement, Prospectus or any Permitted Free Writing Prospectus.

(q) BDO USA, P.C. and Deloitte & Touche LLP, who have reviewed and/or audited certain financial statements of the Company and its

subsidiaries, are each an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United

States) and as required by the Act. Each other independent registered public accounting firm, if any, that has certified or reported on any other financial statements included or incorporated by reference in the Registration Statement, the

Prospectus or any Permitted Free Writing Prospectus is an independent registered public accounting firm with respect to the Company and its subsidiaries or other appropriate entity, as applicable, within the applicable rules and regulations adopted

by the Commission and the PCAOB and as required by the Act.

(r) Except as disclosed in the Registration Statement, the Prospectus or any Permitted Free

Writing Prospectus, the Company and its subsidiaries have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear

of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not

reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(s) (i) The Company and its subsidiaries own

or possess or can obtain on reasonable terms adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, know-how, trade

secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their

respective businesses; (ii) the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person except as would not reasonably be

expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) the Company and its subsidiaries have not received any written notice of any material claim relating to Intellectual Property; and (iv) to the knowledge

of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person.

(t) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,

officers, stockholders, customers, suppliers or other affiliates of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in each of the Registration Statement, the Prospectus or any Permitted Free Writing

Prospectus and that is not so described in such documents.

(u) Neither the Company nor any of its subsidiaries is a “covered

foreign person”, as that term is used in the Outbound Investment Rules. “Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury

Department under U.S. Executive Order 14105 or any similar law or regulation; as of the date of this Agreement, the Outbound Investment Rules are codified at 31 C.F.R. § 850.101 et seq.

(v) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the net proceeds thereof as

described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, the Company will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as

amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”) or an entity “controlled” by an “investment company” within the meaning of the Investment Company

Act.

(w) The Company and its subsidiaries have paid all federal, state, local and foreign taxes

and filed all tax returns required to be paid or filed through the date hereof except for any tax that is being contested in good faith and for which an adequate reserve or accrual has been established in accordance with generally accepted

accounting principles in the United States and have filed all federal income and other tax returns required to be filed through the date hereof, except in each case where the failure to do so would not, individually or in the aggregate, have a

Material Adverse Effect; and except as otherwise disclosed in each of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, there is no material tax deficiency that has been, or could reasonably be expected to be,

asserted against the Company or any of its subsidiaries or any of their respective properties or assets.

(x) The Company and its

subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign

governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement, the Prospectus or any Permitted

Free Writing Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each of the Registration Statement, the Prospectus or any Permitted

Free Writing Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any

reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course, except where such revocation, modification, or nonrenewal would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(y) No labor disturbance by or dispute with

employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of

its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of cancellation or termination with respect to

any collective bargaining agreement to which it is a party.

(z) (i) The Company and its subsidiaries (x) are in compliance with all,

and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the

protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and

have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential

liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or

contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its

subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect; and (iii) except as described in any Permitted Free Writing Prospectus and the Prospectus, (x) there is no proceeding that is pending, or that is known to be

contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $500,000 or more

will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or

wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries

anticipates material capital expenditures relating to any Environmental Laws.

(aa) (i) Each employee benefit plan, within the meaning of

Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under

common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as

amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to

ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or

administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the

minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of

Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304

and 305 of ERISA) (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event”

(within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so

qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any

liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within

the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the

Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most

recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in

(i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

(bb) Except as disclosed in any Permitted Free Writing Prospectus, the Registration

Statement, and the Prospectus, the Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies

with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within

the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely

decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the

Exchange Act.

(cc) The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as

defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal

financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as

disclosed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are

executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate

action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus

fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal controls over

financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, there are no material weaknesses

in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of

internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not

material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(dd) The interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(ee) The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including

business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries

has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be

able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(ff) The Common Stock is an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the

Exchange Act by Rule 101 (c)(1) thereunder.

(gg) The Company and its subsidiaries’ information technology assets and equipment,

computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the

business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained

commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all

personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same,

except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in

material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and

security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company and its subsidiaries have taken all necessary actions to prepare to

comply with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date

hereof, and for which any non-compliance with same would be reasonably likely to create a material liability) as soon as they take effect, except as has not and would not reasonably be expected to result in

liability material to the Company and its subsidiaries, taken as a whole.

(hh) Neither the Company nor any of its subsidiaries, nor any director, officer or employee

of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful

contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or

domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party

or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating

Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed,

requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its

subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(i)

Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of

the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is, or is 50% or more owned or controlled by a person that is, currently the subject or the target of any sanctions

administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a

“specially designated national” or “blocked person”), the United Nations Security Council, the European Union, the United Kingdom or other relevant sanctions authority (collectively, “Sanctions”), nor is the

Company or any of its subsidiaries located, organized, operating, or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the

so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and the disputed territories of Kherson and

Zaporizhzhia (each, a “Sanctioned Country”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any

subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or

facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, initial

purchaser, investor or otherwise) of Sanctions or any export control laws and regulations administered or enforced by the U.S. government (including the U.S. Department of Commerce or the U.S. Department of State), including the Arms Export Control

Act (22 U.S.C. § 2778), the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), and the Export Administration Regulations (15 C.F.R. Parts 730-774) (“EAR”), or (B) any other relevant governmental authority (collectively, “Export Controls”).

(ii)

The Company and its subsidiaries have (A) since April 24, 2019, conducted their business in material

compliance with all applicable Sanctions and have not engaged in and are not now engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any

Sanctioned Country, and (B) for the past five years have complied with Export Controls in all material respects and have not engaged in any transactions or dealings directly or indirectly with any person or entity on a list of designated

persons maintained by the U.S. Department of Commerce Bureau of Industry and Security (including, but not limited to, the Entity List, Denied Persons List and Unverified List) in material breach of Export Controls. The Company and its subsidiaries

have instituted and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions and Export Controls.

(iii)

The Company shall not, and shall cause each of its subsidiaries and controlled affiliates not to, directly or

knowingly indirectly use, apply, contribute, make available, or otherwise deploy any proceeds of the offering of the Shares in connection with any export, reexport, transfer, release, financing, servicing, acquisition, disposition, shipment, sale,

delivery, installation, maintenance, support, or other dealing involving any item subject to the EAR in breach of the EAR.

(iv)

The Company further agrees that it shall not proceed with, approve, authorize, finance, facilitate, or

otherwise support any transaction or activity involving any item subject to the EAR if the Company knows or has reason to know that a violation of the EAR has occurred, is about to occur, or is intended to occur in connection with such item.

(ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with

applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its

subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”)

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of

the Company, threatened. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering of the Shares hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or

giving of money, or anything else of value, to any person in a manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of

Anti-Money Laundering Laws.

(jj) No subsidiary of the Company is currently prohibited, directly or indirectly, under any

agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any

loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(kk) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this

Agreement or any Terms Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Agent for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the

Shares.

(ll) No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Act

by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares.

(mm) Prior to

the date hereof, neither the Company nor, to the knowledge of the Company, any of its affiliates has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation

of the price of any security of the Company in connection with the offering of the Shares.

(nn) Neither the issuance, sale and delivery

of the Shares nor the application of the proceeds thereof by the Company as described in each of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus will violate Regulation T, U or X of the Board of Governors of the

Federal Reserve System or any other regulation of such Board of Governors.

(oo) There is and has been no failure on the part of the

Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in

connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(pp) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or

incorporated by reference in any of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(qq) Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data

included in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(rr) All of the Shares that have been or may be sold under this Agreement and any Terms

Agreement have been approved for listing, subject only to official notice of issuance, on the Exchange.

(ss) (i) No downgrading has

occurred in any rating accorded the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62) of

the Exchange Act and (ii) no such organization has publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any securities of the Company or any of its subsidiaries (other than an

announcement with positive implications of a possible upgrading, including the removal of any negative watch or negative outlook).

(tt)

The Company is subject to Section 13 or 15(d) of the Exchange Act.

(uu) Neither the Company nor any of its subsidiaries is a

“covered foreign person,” as that term is defined in 31 C.F.R. § 850.209. The transactions contemplated in this Agreement will not result in the establishment of a covered foreign person or the engagement by a “person of a

country of concern,” as defined in 31 C.F.R. § 850.221, in a covered activity, as that term is defined in 31 C.F.R. § 850.208. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or

indirectly, in a covered activity.

4. Certain Covenants of the Company. The Company hereby agrees with each Agent:

(a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any

similar rule) in connection with the offering or sale of Shares, before using or filing any Permitted Free Writing Prospectus and before using or filing any amendment or supplement to the Registration Statement, the Prospectus or any Permitted Free

Writing Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish to each Agent a copy of each such proposed Permitted Free Writing Prospectus, amendment or supplement within a reasonable period of time before

filing with the Commission or using any such Permitted Free Writing Prospectus, amendment or supplement and the Company will not use or file any such Permitted Free Writing Prospectus or any such proposed amendment or supplement to which an Agent

reasonably objects, unless the Company’s legal counsel has advised the Company that use or filing of such document is required by law; and the Company will not use or file any such Permitted Free Writing Prospectus or proposed, amendment or

supplement to which each Agent reasonably objects unless the Company’s legal counsel has advised the Company that use or filing of such document is required by law.

(b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the

time period required by, Rule 424(b) under the Act (without reference to Rule 424(b)(8)) and to file any Permitted Free Writing Prospectus to the extent required by Rule 433 under the Act and to provide copies of the Prospectus, each Prospectus

Supplement, any other amendments or supplements to the Prospectus and each Permitted Free Writing Prospectus (to the extent not previously delivered or filed on the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any

successor system thereto (collectively, “EDGAR”)) to each Agent via e-mail in “.pdf” format on such filing date to an e-mail account designated

by the Agents and, at the Agent’s request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other amendments or supplements to the Prospectus and each Permitted Free Writing Prospectus to each exchange or market on

which sales were effected as may be required by the rules or regulations of such exchange or market.

to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any

similar rule) in connection with the offering or sale of the Shares, and during such same period to advise each Agent, promptly after the Company receives notice thereof, (i) of the time when any amendment to the Registration Statement has been

filed or has become effective or any supplement to the Prospectus or any Permitted Free Writing Prospectus or any amended Prospectus has been filed with the Commission; (ii) of the issuance by the Commission of any stop order or any order

preventing or suspending the use of any prospectus relating to the Shares or the initiation or threatening of any proceeding for that purpose, pursuant to Section 8A of the Act; (iii) of any objection by the Commission to the use of Form S-3ASR by the Company pursuant to Rule 401(g)(2) under the Act; (iv) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any

proceeding for any such purpose; (v) of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein)

or for additional information; (vi) of the occurrence of any event as a result of which the Prospectus or any Permitted Free Writing Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a

material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus or any such Permitted Free Writing Prospectus is delivered to a purchaser, not

misleading; and (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto.

(d) In the event of the issuance of any such stop order or of any such order preventing or suspending the use of any such prospectus or

suspending any such qualification, or of any notice of objection pursuant to Rule 401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal.

(e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities

or blue sky laws of such states or other jurisdictions as the Agents may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the Company shall not be required to

qualify as a foreign corporation, become a dealer of securities, or become subject to taxation in, or to consent to the service of process under the laws of, any such state or other jurisdictions (except service of process with respect to the

offering and sale of the Shares); and to promptly advise the Agents of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding

for such purpose.

(f) To make available to each Agent, as many copies of the Prospectus and the Prospectus

Supplement (or of the Prospectus or Prospectus Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration

Statement) and each Permitted Free Writing Prospectus as each Agent may reasonably request for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any similar rule); and for so

long as this Agreement is in effect, the Company will prepare and file promptly such amendment or amendments to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as may be necessary to comply with the requirements

of Section 10(a)(3) of the Act.

(g) To furnish or make available to each Agent during the Term (i) copies of any reports or

other communications which the Company shall send to its stockholders or shall from time to time publish or publicly disseminate and (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to each Agent from time to time

during the Term such other information as each Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of

each Agent, as applicable; provided, however, that the Company shall have no obligation to provide the Agents with any document filed on EDGAR or included on the Company’s Internet website.

(h) If, at any time during the Term, any event shall occur or condition shall exist as a result of which it is necessary in the reasonable

opinion of counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus or any Permitted Free Writing Prospectus as then amended or supplemented in order that the Prospectus or any such Permitted Free Writing

Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the

time the Prospectus or any such Permitted Free Writing Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement, the Prospectus or any

Permitted Free Writing Prospectus in order to comply with the requirements of the Act, in the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation

of offers to purchase the Shares in the Agents’ capacity as agent, and, in either case, the Company will, subject to Section 4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing

documents pursuant to the Act, the Exchange Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement, the Prospectus or any such Permitted Free Writing Prospectus comply with such

requirements.

(i) To generally make available to its security holders as soon as reasonably practicable, but not later than 16 months

after the first day of each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section 11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period

beginning, in each case, not later than the first day of the Company’s fiscal quarter next following each “effective date” (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares; provided

that the Company will be deemed to have made available such statement to its security holders to the extent it is filed on EDGAR.

(j) To apply the net proceeds from the sale of the Shares in the manner described in the

Prospectus Supplement under the caption “Use of Proceeds.”

(k) Not to, and to cause its subsidiaries not to, take, directly

or indirectly, any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the

Shares; provided that nothing herein shall prevent the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business.

(l) Except as otherwise agreed between the Company and the Agents, to pay all costs, expenses, fees and taxes in connection with (i) the

preparation and filing of the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Agents and to dealers (including

costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii) the qualification of the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Agents as

agreed to pursuant to 4(e) (including filing fees and the reasonable and documented legal fees and disbursements of counsel to the Agents in connection therewith) and the printing and furnishing of copies of any blue sky surveys to the Agents,

(iv) the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v) any filing for review, and any review, of the public offering of the Shares by FINRA (including filing fees and the reasonable and

documented legal fees and disbursements of counsel to the Agents in connection therewith), (vi) the fees and disbursements of counsel to the Company and of the Company’s independent registered public accounting firm, (vii) the performance

of the Company’s other obligations hereunder and under any Terms Agreement and (viii) the reasonable and documented out-of-pocket expenses of the Agents,

including the reasonable fees and disbursements of counsel to the Agents in connection with this Agreement and ongoing services in connection with the transactions contemplated hereunder.

(m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, the Company will not offer shares of Common Stock

or any securities convertible into or exchangeable or exercisable for shares of the Common Stock in a manner in violation of the Act or the Exchange Act; and the Company will not distribute any offering material in connection with the offer and sale

of the Shares, other than the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and any amendments or supplements thereto.

(n) Unless the Company has given written notice to the Agents that the Company has suspended activity under this Agreement and there are no

pending Agency Transactions or Principal Transactions, the Company will not, without (A) giving the Agents at least three Exchange Business Days’ prior written notice specifying the nature of the proposed sale and the date of such

proposed sale and (B) the Agents suspending activity under this program for such period of time as requested by the Company or deemed appropriate by the Agents in light of the

proposed sale, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,

lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other equity securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for Common Stock or other equity

securities of the Company, or submit to, or file with, the Commission any registration statement under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or

post-effective amendment to the Registration Statement), or publicly announce the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences

of ownership of Common Stock or other equity securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The

foregoing sentence shall not apply (A) to Shares offered and sold under this Agreement or any Terms Agreement, (B) to securities issued pursuant to any of the Company’s equity incentive plans described in the Registration Statement

and the Prospectus or upon the exercise of options granted thereunder, (C) to the issuance by the Company of Common Stock upon the exercise of an option or warrant, the settlement of restricted stock or restricted stock units or the conversion

of a security outstanding on the date hereof pursuant to a stock plan that is described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, (D) the issuance of any Common Stock upon conversion or exchange of

the Company’s 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”), 3.50% Convertible Senior Notes due 2029 (the “2029 Notes”) or 2.25% Convertible Senior Notes due 2028, (E) the Company’s entry into, any

amendment of, or exercise of rights and performance of obligations under, and termination of the capped call transactions entered into in connection with the pricing and amendment of the 2029 Notes or 2030 Notes, or (F) during any fiscal

quarter during which no instruction to any Agents to sell Shares pursuant to this Agreement or any Terms Agreement has been delivered by the Company or is pending. Any lock-up provisions relating to a

Principal Transaction shall be set forth in the applicable Terms Agreement.

(o) The Company will, pursuant to reasonable procedures

developed in good faith, retain copies of each Permitted Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act.

(p) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange.

(q) The Company consents to each Agent trading in the Common Stock for the Agent’s own account and for the account of its clients at the

same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement.

(r) If immediately prior to the third

anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company is less than the Maximum Amount and this Agreement has not expired or been

terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form satisfactory to the Agents. If the Company is

no longer eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already

done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Agents, and will use its commercially reasonable efforts to cause such registration

statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration

statement relating to the Shares. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

5. Execution of Agreement. The Agent’s obligations under this Agreement shall be subject to the satisfaction of the following

conditions in connection with and on the date prior to the execution of the first sale of Shares under this Agreement (except with respect to clause (a)(i) solely as it relates to the opinion (and not negative assurance letter), which shall also be

delivered on the date of the execution of this Agreement):

(a) the Company shall have delivered to the Agents:

(i)

an officers’ certificate signed by an officer of the Company (the Chief Executive Officer or the Chief

Financial Officer) certifying as to the matters set forth in Exhibit B hereto;

(ii)

an opinion and, if not covered in such opinion, a negative assurance letter of Freshfields US LLP, counsel for

the Company, addressed to the Agents and dated the date of this Agreement, in form and substance reasonably satisfactory to the Agent;

(iii)

a “comfort” letter from BDO USA, P.C. and Deloitte and Touche LLP, addressed to the Agents and

dated the date of this Agreement, addressing such matters as the Agents may reasonably request;

(iv)

if reasonably requested by the Agents, a certificate signed by the Company’s Chief Financial Officer, in

the form of Exhibit C hereto, certifying as to certain financial, numerical and statistical data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof;

(v)

evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing

on the Exchange, subject only to notice of issuance on or before the date hereof;

(vi)

resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company,

authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and

(vii)

such other documents as the Agents shall reasonably request.

(b) The Agents shall have received a letter or letters, which shall include legal opinions and negative assurance statements, of

Latham & Watkins LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

6. Additional Covenants of the Company. The Company further covenants and agrees with

the Agents as follows:

(a) Each Transaction Proposal made by the Company that is accepted by an Agent by means of a Transaction

Acceptance and each execution and delivery by the Company of a Terms Agreement shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate

delivered to the applicable Agent pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true

and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any

Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance or Terms Agreement, as the case may be).

(b) Upon commencement of the offering of the Shares under this Agreement, each time that (i) the Registration Statement, the Prospectus

or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Incorporated Document) or (ii) there is a Principal Settlement Date

pursuant to a Terms Agreement, or (iii) the Agents shall reasonably request (each date referred to clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Company shall, unless the Agents agree otherwise, furnish

or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from

a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any

Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates and, if requested by the Agents, in the case of the Chief Financial Officer’s certificate, covering such other financial, numerical and

statistical data that is not covered by the accountants’ “comfort” letter dated as of such Bring-Down Delivery Date as the Agents may reasonably request, or, in lieu of such certificates, certificates to the effect that the

statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agents shall have requested that the Chief Financial Officers’ certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to

Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as

amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under

clause (i) above unless either (A) (x) such Current Report on Form 8-K is filed at any time during which either a Transaction Acceptance is binding and the Company has not suspended the use thereof

(and prior to the settlement of the Shares specified therein) or a prospectus relating to the Shares is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule) or such Current

Report on Form 8-K is filed at any time from and including

the date of a Terms Agreement through and including the related Settlement Date and (y) the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based

upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or

pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K

of the Commission that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to

the Registration Statement will not constitute a Bring-Down Delivery Date.

the Agents agrees otherwise, cause to be furnished to Agents (A) the written opinion and, if not included in such opinion, negative assurance letter of Freshfields US LLP, counsel to the Company, and the written opinion and, if not included in

such opinion, negative assurance letter of Latham & Watkins LLP, counsel to the Agents, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date

or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or Section 5(b)

hereof, as applicable, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinion and letters.

(d) Each Bring-Down Delivery Date, the Company shall, unless the Agents agrees otherwise, cause BDO USA, P.C. and Deloitte & Touche

LLP to furnish to the Agents a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery

Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iii) hereof, but modified to relate to the Registration Statement, the Prospectus or any

Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements

of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agents, cause a firm of independent public accountants to furnish to the Agents a

“comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal

Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agents may reasonably request.

(e) (i) No

order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; the Prospectus and each

Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for

additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of

such

purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Company; and

(ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to an Agent or the time the Agents deliver a Transaction Acceptance to the Company.

(f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agents or their counsel from time to time

in connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i) at the commencement of each intended Purchase Date and any Time of Sale or Settlement Date, providing information and making

available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of BDO USA, P.C. and Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted

Free-Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public

accountants that audited or reviewed such financial statements) for an update on diligence matters with representatives of the Agents and (ii) at each Bring-Down Delivery Date and otherwise as the Agents may reasonably request, providing

information and making available documents and appropriate corporate officers of the Company and representatives of BDO USA, P.C. and Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted Free-Writing

Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants

that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and their counsel.

(g) The Company shall disclose, in its quarterly reports on Form 10-Q and in its annual report on Form

10-K and, if requested by the Agents, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the Agents under this Agreement

and any Terms Agreement, and the gross and net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or, in the case of

any such prospectus supplement, such shorter period as the Agents may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth

quarter of such fiscal year.

All opinions, letters and other documents referred to in Sections 6(b) through (d) above shall be

reasonably satisfactory in form and substance to the Agents. The Agents will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably

practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) above.

7. Conditions of the Agents’ Obligations. The obligations of each agent to

solicit purchases on an agency basis for the Shares or otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions:

(a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevant Time of

Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date:

(i)

The representations, warranties and agreements on the part of the Company herein contained or contained in any

certificate of an officer or officers, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof shall be true and correct in all respects.

(ii)

The Company shall have performed and observed its covenants and other obligations hereunder and/or under any

Terms Agreement, as the case may be, in all material respects.

(iii)

In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the

case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the Common Stock on the Exchange shall not have been

suspended.

(iv)

From the date of this Agreement, no event or condition of a type described in Section 3(e) hereof shall

have occurred or shall exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment or supplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which

in the judgment of the Agents makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement,

any Permitted Free Writing Prospectus and the Prospectus.

(v)

Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to

execution of the applicable Terms Agreement, (A) no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any “nationally

recognized statistical rating organization”, as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and (B) no such organization shall have publicly announced that it has under surveillance or

review, or has changed its outlook with respect to, its rating of any debt

securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading) in each case

that has not been described in any Permitted Free Writing Prospectus issued prior to any related Time of Sale.

(vi)

The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable,

shall have been approved for listing on the Exchange, subject only to notice of issuance.

(vii)

(A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted

or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B) no injunction or order of any federal, state or foreign court

shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares.

(viii)

(A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for

such purpose or pursuant to Section 8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have

been received by the Company; (B) the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any Permitted Free Writing Prospectus, to the extent required by Rule 433

under the Act); (C) all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents; and (D) no suspension of the qualification of the Shares for offering or sale in any jurisdiction,

and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. The Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time an Agent delivers a Transaction Acceptance to

the Company or the Company and an Agent execute a Terms Agreement, as the case may be.

(ix)

No amendment or supplement to the Registration Statement, the Prospectus or any Permitted Free Writing

Prospectus shall have been filed to which the Agents shall have reasonably objected in writing.

(b) Within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in

the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agents shall have received the officer’s certificates, opinions and negative assurance letters of counsel and

“comfort” letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section 7 or elsewhere in this Agreement, the parties

hereto agree that the Agents’ obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the Agents, be suspended during

the period from and including a Bring-Down Delivery Date through and including the time that the Agents shall have received the documents described in the preceding sentence.

8. Termination.

(a) (i)

The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the

Agents. Any such termination shall be without liability of any party to any other party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of the Agents, shall remain in full

force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 4(l)), 9, 13, 14 and 16 of this Agreement

shall remain in full force and effect notwithstanding such termination.

(ii)

In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant

to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agents.

(b) (i)

Each of the Agents may terminate this Agreement in its sole discretion at any time upon giving prior written

notice to the Company. Any such termination shall be without liability of any party to any other party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only

Section 4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination.

(ii)

In the case of any purchase by an Agent pursuant to a Terms Agreement, the obligations of the applicable Agent

pursuant to such Terms Agreement shall be subject to termination by such Agent at any time prior to or at the Principal Settlement Date if (A) since the time of execution of the Terms Agreement or the respective dates as of which information is

given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been suspended or materially limited on or by any of the Nasdaq Stock Market, the Chicago Board Options Exchange,

the Chicago Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any

over-the counter market, (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv) there shall have occurred any outbreak or

escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, solely in the case of events and conditions described in

this clause (iv), in the Agents’ judgment, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus or such

Terms Agreement. If any Agent or the Agents elect to terminate their obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing.

(c) This Agreement shall remain in full force and effect until the earliest of (A) termination of the Agreement pursuant to

Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B) such date that the Maximum Amount of Shares has been sold in accordance with the terms of this Agreement and any Terms Agreements and (C) the

third anniversary of the date of this Agreement, in each case except that the provisions of Section 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 4(l)), 9, 13, 14 and 16 of

this Agreement shall remain in full force and effect notwithstanding such termination.

(d) Any termination of this Agreement shall be

effective on the date specified in such notice of termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agents or the

Company, as the case may be, or such later date as may be required pursuant to Section 8(a) or (b). If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of

Section 2 hereof.

9. Indemnity and Contribution.

(a) The Company agrees to indemnify and hold harmless the Agents, their affiliates, directors and officers and each person, if any, who

controls such Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees

and expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the

statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus (or any amendment or

supplement thereto), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any road show as defined in Rule 433(h) under the Act (a “road show”), or caused by any omission or alleged

omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise

out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Agents furnished to the Company in writing by the Agents expressly for

use therein, it being understood and agreed that the only such information furnished by any Agents consists of the information described as such in subsection (b) below.

(b) The Agents agree to indemnify and hold harmless the Company, its directors, its officers

who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph

(a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or

proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information

relating to the Agents furnished to the Company in writing by the Agents expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus (or

any amendment or supplement thereto) or any road show, it being understood and agreed upon that such information shall consist solely of the following: the information specified in Section 9(b).

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted

against any person in respect of which indemnification may be sought pursuant to either Section 9(a) or 9(b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be

sought (the “Indemnifying Person”) in writing of the commencement thereof; but the omission so to notify the Indemnifying Person shall not relieve it from any liability which it may have to any Indemnified Person otherwise than under

this Section 9. In case any such action shall be brought against any Indemnified Person and it shall notify the Indemnifying Person of the commencement thereof, the Indemnifying Person shall be entitled to participate therein and, to the extent

that it shall wish, jointly with any other Indemnifying Person similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Person (who shall not, except with the consent of the Indemnified Person, be counsel to

the Indemnifying Person), and, after notice from the Indemnifying Person to such Indemnified Person of its election so to assume the defense thereof, the Indemnifying Person shall not be liable to such Indemnified Person under such subsection for

any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Person, in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Person shall, without the

written consent of the Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought

hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising

out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Person. In any such proceeding, any Indemnified Person shall have the right

to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the

Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably

concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such

proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

(d) If the indemnification provided for in Sections 9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in

respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such

Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agents, on the other, from the offering of

the Shares pursuant to this Agreement and any Terms Agreements or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to

in clause (i) but also the relative fault of the Company, on the one hand, and the Agents, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant

equitable considerations. The relative benefits received by the Company, on the one hand, and the Agents, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company

from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total discounts and commissions received by the Agents in connection therewith bear to the aggregate Gross Sales Price of such Shares. The relative fault of the

Company, on the one hand, and Agents, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to

information supplied by the Company, on the one hand, or by Agents, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company and the Agents agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined

by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) above. The amount

paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d) above shall be deemed to include, subject to the limitations set forth above, any documented legal or other expenses

reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 9, in no event shall an Agent be required to contribute any amount in excess of the amount by which the

total discounts and commissions received by the applicable Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that such Agent has otherwise been required to pay by

reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not

guilty of such fraudulent misrepresentation. The Agents’ obligations to contribute pursuant to Section 9(d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.

(f) The remedies provided for in this Section 9 are not exclusive and shall not limit

any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

10. Notices. All notices

and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agents, shall be

sufficient in all respects if delivered or sent to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017 (fax: (212) 622-8358); Attention: Equity Syndicate Desk, Goldman Sachs & Co.

LLC, 200 West Street, New York, New York 10282, Attention: Registration Department and Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 Attention: General Counsel, facsimile number 1-646-291-1469, and, if to the Company, shall be sufficient in all respects if delivered or sent to it at Super Micro Computer, Inc., 980 Rock Avenue, San Jose,

California 95131; Attention: Chief Financial Officer.

11. No Fiduciary Relationship. The Company acknowledges and agrees that each

of the Agents is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms

of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, each of the Agents is not advising the Company or any other person as to any legal, tax, investment, accounting or

regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the

Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the

benefit of the Agents and shall not be on behalf of the Company.

12. Adjustments for Stock Splits. The parties acknowledge and

agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares.

13. Miscellaneous.

(a)

Governing Law. This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New

York.

(b) Submission to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York

state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to

the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court

to the jurisdiction of which Company is subject by a suit upon such judgment.

by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement.

14. Persons Entitled to

Benefit of Agreement. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling

persons referred to in Section 9 hereof. Nothing in this Agreement or any Terms Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such

Terms Agreement or any provision contained herein or therein. No purchaser of Shares from or through the Agents shall be deemed to be a successor merely by reason of purchase.

15. Counterparts. This Agreement and any Terms Agreement may be signed in counterparts (which may include counterparts delivered by any

standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered

by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to

have been duly and validly delivered and be valid and effective for all purposes.

16. Survival. The respective indemnities, rights

of contribution, representations, warranties and agreements of the Company and the Agents contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agents pursuant to this Agreement or any Terms Agreement or

any certificate delivered pursuant hereto or thereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made

by or on behalf of the Company or the Agents.

17. Certain Defined Terms. For purposes of this Agreement, except where otherwise

expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under Act; the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and the

term “subsidiary” has the meaning set forth in Rule 405 under the Act.

18. Recognition of the U.S. Special Resolution

Regimes.

(a) In the event that an Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer from such Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S.

Special Resolution Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such

Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default

Rights could be exercised under the U.S. Special Resolution Regime if this Agreement or any Terms Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 18:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12

C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal

Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

19. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address

of its clients, as well as other information that will allow the Agent to properly identify its clients.

20. Amendments or

Waivers. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties

hereto or thereto as the case may be; provided, however, that on any Representation Date, the Company may, in its sole discretion, (i) add one or more financial institutions (each, an “Additional Agent”) as Agents hereunder upon the

execution and delivery by each such Additional Agent and the Company of a Joinder Agreement and delivery of a copy of such executed Joinder Agreement by the Company to each Agent hereunder or (ii) remove one or more Agents hereunder pursuant to

Section 8(a). Each party hereto agrees that upon the execution and delivery of a Joinder Agreement by such Additional Agent and the Company, (i) such Additional Agent shall be deemed to be an Agent hereunder and each reference to

“Agent” in this Agreement shall be deemed to include a reference to such Additional Agent mutatis mutandis and (ii) such Additional Agent shall be bound by the terms and conditions of this Agreement applicable to a Agent.

21. Headings. The headings herein and in any Terms Agreement are included for

convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement.

[Signature Page Follows]

If the foregoing correctly sets forth the understanding among the Company and each of the

Agents, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agents.

Very truly yours,

Super Micro Computer, Inc.

By:

/s/ Charles Liang

Name: Charles Liang

Title: President and Chief Executive Officer

Accepted and agreed to as of the date first above written:

J.P. MORGAN SECURITIES LLC

By:

/s/ Luis Garcia

Name: Luis Garcia

Title: Vice President

GOLDMAN SACHS & CO. LLC

By:

/s/ William Connolly

Name: William Connolly

Title: Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Christopher Derison

Name: Christopher Derison

Title: Director, Investment Banking

[Signature Page to

Distribution Agreement]

Schedule A

Authorized Company Representatives

Charles

Liang, President, Chief Executive Officer, Chairman of the Board

David Weigand, SVP, Chief Financial Officer

Yitai Hu, General Counsel & Senior Vice President, Corporate Development

Exhibit A

Super Micro Computer, Inc. Common Stock

TERMS AGREEMENT

_____________, 20__

[●]

Dear Sirs:

Super Micro Computer, Inc., a Delaware corporation

(the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated [•], 2026 (the “Distribution Agreement”) between the Company, J.P. Morgan Securities LLC, Goldman

Sachs & Co. LLC and [•] (the “Agents”), to issue and sell to [•] (the “Designated Agent”) the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined

below, terms defined in the Distribution Agreement shall have the same meanings when used herein.

Each of the provisions of the

Distribution Agreement not specifically related to the solicitation by the Designated Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms

Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the

Settlement Date set forth in the Schedule hereto.

An amendment to the Registration Statement or a supplement to the Prospectus, as the

case may be, relating to the Purchased Securities, in the form heretofore delivered to the Designated Agent, is now proposed to be filed with the Securities and Exchange Commission.

Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company

agrees to issue and sell to the Designated Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto.

Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Designated

Agent trading in the Common Stock for Designated Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement.

[Signature Page Follows]

If the foregoing is in accordance with your understanding, please sign and return to us a

counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Designated Agent and the Company.

Super Micro Computer, Inc.

By:

Name:

Title:

Accepted and agreed as of the date first above written:

[●]

By:

Name:

Title:

A-2

Schedule to Terms Agreement

Title of Purchased Securities:

Common Stock,

par value $0.001 per share

Number of Shares of Purchased Securities:

[●] shares

Initial Price to Public:

$[●] per share

Purchase Price Payable by

the Agent:

$[●] per share

Method of

and Specified Funds for Payment of Purchase Price:

[By wire transfer to a bank account specified by the Company in same day funds.]

Method of Delivery:

[To the Agent’s

account, or the account of the Agent’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.]

Settlement

Date:

[●], 20[●]

Closing

Location:

[●]

Documents to be

Delivered:

The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for

the Purchased Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any Permitted Free Writing Prospectuses and any amendments or supplements to the Registration Statement, the

Prospectus, any Permitted Free Writing Prospectuses and any documents incorporated by reference therein):

(1) the officer’s certificate referred to

in Section 5(a)(i);

(2) the opinions and negative assurance letters of the Company’s outside counsel referred to in Section 5(a)(ii);

(3) the “comfort” letter referred to in Section 5(a)(iii);

(4) if requested, the Chief Financial Officer’s certificate referred to in Section 5(a)(iv);

(5) the opinion and negative assurance letter referred to in Section 5(b); and

(6) such other documents as the Agent shall reasonably request.

[Lockup:]

[●]

A-3

Time of sale: [●] [a.m./p.m.] (New York City time) on [●], [●]

Time of sale information:

•

The number of shares of Purchased Securities set forth above

•

The initial price to public set forth above

•

[Other]

A-4

Exhibit B

OFFICERS’ CERTIFICATE

Dated

__________, 2026

Charles Liang, the President and Chief Executive Officer of Super Micro Computer, Inc., a Delaware corporation (the

“Company”), does hereby certify that this certificate is signed by myself pursuant to the Distribution Agreement dated between the Company, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc.

(the “Agreement”), and does hereby further certify on behalf of the Company, as follows:

1. The representations and

warranties of the Company in the Agreement are true and correct on and as of the date hereof as though made on and as of this date;

The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied pursuant to the Agreement on or prior to the date hereof;

3. The Company’s Registration Statement (File No. 333-●) and any post-effective

amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or, to

the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; and all requests for

additional information on the part of the Commission have been complied with; and

4. Since the respective dates as of which information

is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, except as otherwise stated therein, (i) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon

exercise of stock options issued under, and the grant of options and awards under, equity incentive plans described in the Registration Statement and the Prospectus, the issuance of Shares pursuant to the Agreement, and issuance of shares of Common

Stock pursuant to the Company’s dividend reinvestment plans described in the Registration Statement and the Prospectus) or short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of

business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock (other than regularly scheduled cash dividends in amounts

that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity,

results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that

is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its

subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or

from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

B-1

Freshfields US LLP is entitled to rely on this certificate in connection with such

firm’s legal opinion to be delivered pursuant to the Agreement. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreement.

[Signature Page Follows]

B-2

Name:

Title:

B-3

Exhibit C

[CFO Certificate]

Dated ●, 201●

The undersigned, [name], [title] of [Name of Issuer], a ● corporation (the “Company”), does hereby certify, pursuant to

the Distribution Agreement dated ● (the “Distribution Agreement”) between the Company and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., that:

I have reviewed the data included as Exhibits A [through ●] hereto, which was included in [Revise as applicable—] the Registration

Statement, the Prospectus, the Permitted Free Writing Prospectus dated ●, the Company’s Form 10-K for the fiscal year ended December 31, [Insert year covered by most recent Form 10-K] and in the Company’s Quarterly Reports on Form 10-Q for the quarters ended ● and ● [Insert reference to any subsequent Form 10-Qs and any applicable Form 8-Ks] (collectively, the “Documents”). This will confirm that [(a)] the financial data that is circled or otherwise indicated on

Exhibits A [through ●] hereto have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of ●] and [in each case] have been prepared, to the extent applicable, in

compliance with the requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved, and that all such data is accurate and fairly presented in

all material respects [and (b) the statistical or market-related data that is circled or otherwise indicated on Exhibits A [through ●] hereto have been based on or derived from information set forth in or provided by from sources that are

reliable and accurate in all material respects and accurately reflects all such information].

Capitalized terms used herein and not

defined have the respective meanings ascribed thereto in the Distribution Agreement.

IN WITNESS WHEREOF, I have hereunto set my hand as

of the date first written above.

[Signature Page Follows]

C-1

[Name of Issuer]

By:

Name:

Title:

C-2

EX-1.2

Filename: d45696dex12.htm · Sequence: 3

EX-1.2

Exhibit 1.2

Execution Version

SUPER MICRO COMPUTER, INC.

45,454,545 Shares of Common Stock, par value $0.001 per share

Underwriting Agreement

June 10, 2026

J.P. Morgan

Securities LLC

Goldman Sachs & Co. LLC

As Representatives of the several Underwriters named in Schedule A hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Ladies and Gentlemen:

Super Micro Computer,

Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom you are acting as representatives (the

“Representatives”), an aggregate of 45,454,545 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 6,818,181 shares of

common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.

Substantially concurrently with the offering of the Shares contemplated hereby, the Company proposes to, among other things, issue and sell up

to 75,000,000 depositary shares, each representing a fractional interest in a share of the Company’s 7.00% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, pursuant to a separate underwriting agreement and separate

prospectus supplement, subject to customary closing conditions (the “Concurrent Offering”). The Company also plans to enter into an equity distribution agreement with respect to “at-the-market” offerings of up to $1,250,000,000 of shares of Common Stock (the “ATM Program”). The offering of the Shares is not contingent upon the completion of the Concurrent

Offering or entry into the ATM Program, neither the Concurrent Offering nor the entry into the ATM Program is contingent upon the completion of the offering of the Shares, and the sales in the Concurrent Offering and under the ATM Program will be

made pursuant to separate prospectus supplements to the Registration Statement (as defined in this Agreement) and not pursuant to the Preliminary Prospectus or the Prospectus.

The Company hereby confirms its agreement with the several Underwriters concerning the

purchase and sale of the Shares, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and

Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3ASR (File No. 333-296641), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the

information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration

Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to

Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or

made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the

Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting

agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”,

“amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the

Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined

herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time

(as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated June 10, 2026 and each

“free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means 7:30 P.M., New York City time, on June 10, 2026.

2. Purchase of the Shares. (a) The Company agrees to issue and sell the Underwritten Shares to the Underwriters as provided in

this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $26.9156

(the “Purchase Price”) from the Company the number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule A hereto.

In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the

Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company, the Option Shares at the

Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.

If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares

which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the aggregate number of Underwritten Shares being

purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or

from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company, solely to cover sales of Shares in excess of the number of Underwritten Shares. Such notice

shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter

defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of

delivery specified therein.

(b) The Company understands that the Underwriters intend to make a public offering of the Shares, and

initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the

Representatives in the case of the Underwritten Shares, at the offices of Latham & Watkins LLP at 10250 Constellation Blvd., Los Angeles California 90067 at 9:00 A.M., New York City time, on June 12, 2026, or at such other time or

place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the

Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date

for such payment for any of the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.

Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery

to the Representatives for the respective account of the several Underwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such

Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. Instructions to the transfer agent for the delivery

of the Shares will be made available for inspection by the Underwriters not later than 3:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be.

(d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an

arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent

of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company

shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall

have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be

performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

3. Representations and Warranties of the Company. The Company represents and warrants

to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary

Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and no

Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in

writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in

Section 9(c) hereof.

(b) Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time

did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to

the Underwriters furnished to the Company in writing by any Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by such Underwriter

consists of the information described as such in Section 9(c) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing

Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used,

authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an

offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not

constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in

writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities

Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus filed substantially concurrently with

such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free

Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free

Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

(d)

Testing-the-Waters Materials. The Company (i) has not alone engaged in any

Testing-the-Waters Communications other than Testing-the-Waters Communications with the

consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule

501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to

be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters

Communications other than those listed on Annex B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors

undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written

Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all

material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any

untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration

statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or

any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for

that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date

of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities Act, and

did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any

amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the applicable requirements of the Securities Act and will not contain any

untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no

representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly

for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in

Section 9(c) hereof.

(f) Incorporated Documents. The documents incorporated by reference

in the Registration Statement, the Prospectus and the Pricing Disclosure Package, when they were filed with the Commission, conformed in all material respects to the applicable requirements of the Exchange Act.

(g) Financial Statements. The financial statements (including the related notes thereto) of the Company and its

consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange

Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods

specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, except unaudited

financial statements, which are subject to normal year-end adjustments that are not material in the aggregate and do not contain certain footnotes as permitted by the applicable rules of the Commission, and

any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by

reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information

shown thereby; all disclosures included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as

such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

(h) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or

incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options

and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), any material change in short-term debt

or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development

involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole;

(ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any

or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(i) Organization and Good Standing. The Company and each of its

subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their

respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they

are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position,

stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”). The Company

does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal

year ended June 30, 2025.

(j) Capitalization. The Company has an authorized capitalization as set forth in the

Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares

of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such

Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus,) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

(k) Stock Options. With respect to the stock options (the “Stock Options”) granted pursuant to the

stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies,

(ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable,

approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if

any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including

the rules of the Nasdaq Global Select Market (“Nasdaq”) and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements

(including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no

policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their

results of operations or prospects.

(l) Due Authorization. The Company has full right, power and

authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the

transactions contemplated hereby has been duly and validly taken.

(m) Underwriting Agreement. This Agreement has

been duly authorized, executed and delivered by the Company.

(n) The Shares. The Shares to be issued and sold by

the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the

Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

(o) Descriptions of the Underwriting Agreement. This Agreement conforms in all material respects to the description

thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(p) No Violation or

Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with

notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which

the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or

any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate,

have a Material Adverse Effect.

(q) No Conflicts. The execution, delivery and performance by the Company of this

Agreement, the issuance and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or

subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar

organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in

the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect.

(r) No Consents Required. No consent, approval, authorization, order,

registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the

consummation of the transactions contemplated by this Agreement, except (i) as may be required under the listing rules of the Nasdaq, (ii) for the registration of the Shares under the Securities Act, (iii) such consents, approvals,

authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and (iv) under applicable state securities laws in connection with the purchase and

distribution of the Shares by the Underwriters.

(s) Legal Proceedings. Except as described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory actions, demands, claims, suits, arbitrations, inquiries, proceedings or, to the Company’s knowledge, investigations

(“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined

adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such Actions are threatened or, contemplated by any governmental or regulatory authority or

threatened by others; (i) and there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the

Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration

Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus.

(t) Independent Accountants. BDO USA, P.C. and Deloitte & Touche LLP, who have reviewed and/or

audited certain financial statements of the Company and its subsidiaries, are each an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the

Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(u)

Title to Real and Personal Property. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple to, or valid rights to

lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title

except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Effect.

(v) Intellectual Property. (i) The Company and its subsidiaries own or possess or can obtain

on reasonable terms adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights,

know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively,

“Intellectual Property”) used in the conduct of their respective businesses; (ii) the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any

Intellectual Property of any person except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) the Company and its subsidiaries have not received any written notice of any material

claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person.

(w) No Undisclosed Relationships. No relationship, direct or

indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its subsidiaries, on the other, that is required

by the Securities Act to be described in each of the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

(x) Compliance with Outbound Investment Rules. Neither the Company nor any of its subsidiaries is a “covered

Department under U.S. Executive Order 14105 or any similar law or regulation; as of the date of this Agreement, the Outbound Investment Rules are codified at 31 C.F.R. § 850.101 et seq.

(y) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and, if

the Concurrent Offering is consummated, the depositary shares in the Concurrent Offering, and the application of the net proceeds thereof received by the Company as described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and

regulations of the Commission thereunder.

(z) Taxes. The Company and its subsidiaries have paid all federal, state,

local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof except for any tax that is being contested in good faith and for which an adequate reserve or accrual has been established in accordance with

generally accepted accounting principles in the United States and have filed all federal income and other tax returns required to be filed through the date hereof, except in each case where the failure to do so would not, individually or in the

aggregate, have a Material Adverse Effect; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no material tax deficiency that has been, or could reasonably be expected

to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets.

(aa)

Licenses and Permits. The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the

appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration

Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each of the Registration

Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, sub-license,

certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course, except where such

revocation, modification, or nonrenewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(bb) No Labor Disputes. No labor disturbance by or dispute with

any collective bargaining agreement to which it is a party.

(cc) Certain Environmental Matters. (i) The

Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other

legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental

Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and

(z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of

hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with

Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any

Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $500,000 or more will be imposed, (y) the Company and its subsidiaries are not

aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be

expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any

Environmental Laws.

(dd) Compliance with ERISA. (i) Each employee benefit plan, within the meaning of

Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section

4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA) (v) the fair market value of the assets of

each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the

regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by

failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions

to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and

(ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the

current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material

increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount

of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the

aggregate, have a Material Adverse Effect.

(ee) Disclosure Controls. Except as disclosed in the Pricing Disclosure

Package, the Registration Statement and the Prospectus, the Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the

Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as

appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule

13a-15 of the Exchange Act.

(ff) Accounting Controls. The Company and its

subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been

designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with GAAP. Except as disclosed in the Pricing Disclosure Package and the Registration Statement, the Company and its subsidiaries maintain internal accounting controls

sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is

compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the

Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines

applicable thereto. Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the

Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of

the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely

to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the

Company’s internal controls over financial reporting.

(gg) eXtensible Business Reporting Language. The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the

Commission’s rules and guidelines applicable thereto.

(hh) Insurance. The Company and its subsidiaries have

insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its

subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be

made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as

may be necessary to continue its business.

(ii) Cybersecurity; Data Protection. The Company and its

subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all

material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other

corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no

breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations

relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The

Company and its subsidiaries have taken all necessary actions to prepare to comply with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data that have been announced as of

the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability) as soon as they take effect,

except as has not and would not reasonably be expected to result in liability material to the Company and its subsidiaries, taken as a whole.

(jj) No Unlawful Payments. Neither the Company nor any of its

subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries

has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or

indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on

behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or

regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or

anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or

improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and

anti-corruption laws.

(kk) Compliance with Anti-Money Laundering Laws. The operations of the Company and its

subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money

laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any

governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries

with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering of the Shares hereunder in

furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in a manner that will result in a violation by any person (including any person participating in the

transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Anti-Money Laundering Laws.

(ll) No Conflicts with Sanctions Laws.

(i) Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company,

any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is, or is 50% or more owned or controlled by a person that is, currently the subject or the target of any sanctions administered or

enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially

designated national” or “blocked person”), the United Nations Security Council, the European Union, the United Kingdom or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any

of its subsidiaries located, organized, operating, or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called

Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and the disputed territories of

Kherson and Zaporizhzhia (each, a “Sanctioned Country”); and the Company will not directly or knowingly indirectly use the proceeds of the offering of the Shares hereunder, or

lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or

facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person

participating in the transaction, whether as underwriter, advisor, initial purchaser, investor or otherwise) of Sanctions or any export control laws and regulations administered or enforced by the U.S. government (including the U.S. Department of

Commerce or the U.S. Department of State), including the Arms Export Control Act (22 U.S.C. § 2778), the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts

120–130), and the Export Administration Regulations (15 C.F.R. Parts 730-774) (“EAR”), or (B) any other relevant governmental authority (collectively, “Export

Controls”).

(ii) The Company and its subsidiaries have (A) since April 24, 2019, conducted their business

in material compliance with all applicable Sanctions and have not engaged in and are not now engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or

with any Sanctioned Country, and (B) for the past five years have complied with Export Controls in all material respects and have not engaged in any transactions or dealings directly or indirectly with any person or entity on a list of

designated persons maintained by the U.S. Department of Commerce Bureau of Industry and Security (including, but not limited to, the Entity List, Denied Persons List and Unverified List) in material breach of Export Controls. The Company and its

subsidiaries have instituted and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions and Export Controls.

(iii) The Company shall not, and shall cause each of its subsidiaries and controlled affiliates not to, directly or knowingly

indirectly use, apply, contribute, make available, or otherwise deploy any proceeds of the offering of the Shares in connection with any export, reexport, transfer, release, financing, servicing, acquisition, disposition, shipment, sale, delivery,

installation, maintenance, support, or other dealing involving any item subject to the EAR in breach of the EAR.

(iv) The

Company further agrees that it shall not proceed with, approve, authorize, finance, facilitate, or otherwise support any transaction or activity involving any item subject to the EAR if the Company knows or has reason to know that a violation of the

EAR has occurred, is about to occur, or is intended to occur in connection with such item.

(mm) No Restrictions on Subsidiaries.

No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such

subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any

other subsidiary of the Company.

(nn) No Broker’s Fees. Neither the Company nor any of its

subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like

payment in connection with the offering and sale of the Shares.

(oo) No Registration Rights. No person has the

right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares.

(pp) No Stabilization. Prior to the date hereof, neither the Company nor any of its affiliates has taken any action

which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares.

(qq) Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by

the Company as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of

Governors.

(rr) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of

the Securities Act and Section 21E of the Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has

been disclosed other than in good faith.

(ss) Statistical and Market Data. Nothing has come to the attention of the

Company that has caused the Company to believe that the statistical and market-related data included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived

from sources that are reliable and accurate in all material respects.

(tt) Sarbanes-Oxley Act. There is and has

been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in

connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(uu) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment

thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not

an “ineligible issuer,” and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act. The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under the Securities Act or

will pay such fee within the time period required by such rule (without giving effect to the proviso therein) and in any event prior to the Closing Date.

(vv) Ratings. (i) No downgrading has occurred in any rating accorded the securities of the Company or any of its

subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and (ii) no such organization has publicly announced

that it has under surveillance or review, or has changed its outlook with respect to, its rating of any securities of the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading, including

the removal of any negative watch or negative outlook).

(ww) The Company is subject to Section 13 or 15(d) of the Exchange Act.

(xx) Neither the Company nor any of its subsidiaries is a “covered foreign person,” as that term is defined in

31 C.F.R. § 850.209. The transactions contemplated in this Agreement will not result in the establishment of a covered foreign person or the engagement by a “person of a country of concern,” as defined in 31 C.F.R. § 850.221,

in a covered activity, as that term is defined in 31 C.F.R. § 850.208. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a covered activity.

4. [Reserved].

Further Agreements of the Company. The Company covenants and agrees with the Underwriter that:

(a) Required Filings. The

Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under

the Securities Act; and the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act

subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus

(to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

The Company will pay the registration fee for this offering within the time period required by Rule 456(b)(1) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

(b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives upon request, four signed copies of

the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy

of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto

and documents incorporated by reference therein and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date

of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with

sales of the Shares by any Underwriter or dealer or, if earlier, the six-month anniversary of the Closing Date.

(c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to

or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure Package or the Prospectus, whether before or after the time that the Registration Statement becomes

effective, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or

file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object.

(d) Notice to the Representatives. The Company will advise the Representatives

promptly, and confirm such advice in writing (which confirmation may be delivered by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes

effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters

Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any

comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or

preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or

the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus,

any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include

any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing

Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice of

objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any

suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order

suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition

shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith

prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus (or any document to be filed with

the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) will not, in the

light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or

condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in

the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will

immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate

such amendments or supplements

to the Pricing Disclosure Package (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Pricing Disclosure

Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

(f) Blue Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such

jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign

corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself

to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally

available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period

of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement; provided that the Company will be deemed to have furnished such

statements to its security holders and the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”) or any successor system.

(h) Clear Market. For a period of 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract

to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission

a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake any of the foregoing, or

(ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii)

above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder.

The restrictions described above do not apply (A) to the Shares to be sold hereunder, (B) the issuance of any Common Stock upon

conversion or exchange of the Company’s 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”), 3.50% Convertible Senior Notes due 2029 (the “2029 Notes”) or 2.25% Convertible Senior Notes due 2028,

(C) the Company’s entry into any amendment of, or exercise of rights and performance of obligations under, and termination of the capped call transactions entered into in connection with the pricing and amendment of the 2029 Notes or 2030

Notes, (D) the issuance by the Company of Common Stock upon the exercise of an option or warrant, the settlement of restricted stock or restricted stock units or the conversion of a security outstanding on the date hereof pursuant to a stock

plan that is described in the Pricing Disclosure Package, (E) the issuance by the Company (or the receipt by any officer or director) of Common Stock or other securities convertible into or exercisable or exchangeable for, or that represent the

right to receive, Common Stock pursuant to a stock plan that is described in the Pricing Disclosure Package, (F) the shares of Common Stock that may be issued pursuant to the Concurrent Offering, (G) any shares of Common Stock sold under

the ATM Program; provided that no such issuance or sale shall occur until the earlier of (i) 60 days after the date of this Agreement and (ii) the date on which the Company publicly announces its financial results for the fiscal year ending

June 30, 2026, (H) the entry into an agreement providing for the issuance by the Company of Common Stock or any security convertible

into or exercisable for, or that represents the right to receive, Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business,

technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement and

(I) the entry into an agreement providing for the issuance of Common Stock or any security convertible into or exercisable for, or that represents the right to receive, Common Stock in connection with joint ventures, commercial relationships or

other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of clauses (H) and (I), the aggregate number of Common Stock that the Company may sell or issue or agree to sell or

issue pursuant to clauses (H) and (I) shall not exceed 10% of the total number of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; provided, further, that in the case

of clauses (H) and (I), any such securities issued pursuant thereto shall be subject to transfer restrictions substantially similar to those contained in the lock-up agreements signed by certain of the

Company’s executive officers and directors, and the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior

written consent of the Representatives;

(i) Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares

as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds”.

(j) No Stabilization. Neither the Company nor its subsidiaries or, to the knowledge of the Company, its affiliates will take, directly

or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Common Stock.

(k) Exchange Listing. The Company will use its commercially reasonable efforts to list for quotation the Shares on the Nasdaq Global

Select Market.

(l) Reports. For a period of one year from the date of this Agreement and so long as the Shares are outstanding,

the Company will furnish to the Representatives, as soon as commercially reasonable after the date on which they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any

reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the

Representatives to the extent they are filed on EDGAR or any successor system.

(m) Record Retention. The Company will, pursuant to

reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

6. [Reserved].

Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It has not and will not use,

authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the

Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2)

under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a

previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 5(c) above (including any

electronic road show approved in advance by the Company), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or

(iii), an “Underwriter Free Writing Prospectus”).

(b) It has not and will not, without the prior written consent of the

Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriters may use a term sheet

substantially in the form of Annex C hereto without the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or

substantially concurrently with, the first use of such term sheet.

of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

8. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing

Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and

no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely

filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the Commission

for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the

Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(c) No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall

exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the

Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement,

the Pricing Disclosure Package and the Prospectus.

(d) Officer’s Certificate. The Representatives shall have received on and

as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief executive officer of the Company (i) confirming that such officer has carefully reviewed the Registration Statement, the Pricing Disclosure

Package and the Prospectus and, to the knowledge of such officer, the representations of the Company set forth in Sections 3(b) and 3(e) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company

in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case

may be and (iii) to the effect set forth in paragraphs (a), (b) and (c) above.

(e) Comfort Letters. (i) On the date of this Agreement and on the Closing Date

or the Additional Closing Date, as the case may be, each of BDO USA, P.C. and Deloitte and Touche LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed

to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the

financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the

Additional Closing Date, as the case may be, shall use a “cut-off” date no more than two business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(f) [Reserved].

(g)

Opinion and 10b-5 Statement of Counsel for the Company. Freshfields US LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and

10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(h) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have

received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Latham & Watkins LLP, counsel for the

Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(i) No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have

been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company;

and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares by the Company.

(j) Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case

may be, satisfactory evidence of the good standing of the Company and its material subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in

each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(k)

Exchange Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance.

(l) Lock-up Agreements. The “lock-up”

agreements, each substantially in the form of Exhibit A hereto, between you and certain officers and directors of the Company, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you

on or before the date hereof, shall be in full force and effect on the Closing Date or the Additional Closing Date, as the case may be.

(m) Additional Documents. On or prior to the Closing Date or the Additional Closing

Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the

provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

9. Indemnification

and Contribution.

(a) Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless

each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,

claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred),

joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material

fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement

thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that

has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case

except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any

Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information

described as such in paragraph (c) below.

(b) [Reserved].

(c) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its

directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity

set forth in paragraph (a) above, but only with respect to, any losses, claims, damages or liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with

any suit, action, or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity

with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any

Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any

Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the Underwriters consists of the following information in the Prospectus under the caption

“Underwriting”: the concession and reallowance figures appearing in the third paragraph, and the information contained in the fifteenth and the sixteenth paragraphs relating to stabilization by the Underwriter.

(d) Notice and Procedures. If any suit, action, proceeding (including any

governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 9, such person (the

“Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing of the commencement thereof; but the omission so to notify the Indemnifying Person

shall not relieve it from any liability which it may have to any Indemnified Person otherwise than under this Section 9. In case any such action shall be brought against any Indemnified Person and it shall notify the Indemnifying Person of the

commencement thereof, the Indemnifying Person shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Person similarly notified, to assume the defense thereof, with counsel satisfactory to

such Indemnified Person (who shall not, except with the consent of the Indemnified Person, be counsel to the Indemnifying Person), and, after notice from the Indemnifying Person to such Indemnified Person of its election so to assume the defense

thereof, the Indemnifying Person shall not be liable to such Indemnified Person under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Person, in connection with

the defense thereof other than reasonable costs of investigation. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to,

any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise

or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by

or on behalf of any Indemnified Person. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the

Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the

Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding

(including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

(e) Contribution. If the indemnification provided for in paragraphs (a) or (c) above is unavailable to an Indemnified Person or

insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable

by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other, from

the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the

relative fault of the Company, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the

Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative

fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the

Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f) Limitation on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to

paragraph (e) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations

referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations

set forth above, any documented legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (e) and (f), in no event shall an Underwriter be

required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has

otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled

to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective purchase obligations

hereunder and not joint.

(g) Non-Exclusive Remedies. The remedies provided for in this

Section 9 paragraphs (a) through (f) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

10. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

11. Default of Underwriters. If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter or

Underwriters default in their obligations to purchase the Shares that it has agreed to purchase hereunder on such date and the aggregate principal amount of the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase

is 10% or less of the aggregate number Shares to be purchased by all Underwriters on such date, the non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Shares

by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date or the Additional Closing Date, as the case may be, the non-defaulting Underwriters shall be

obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate

number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Shares by other persons are not made within seventy-two hours after such default, this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, will

terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 16. In the event that any Underwriter or Underwriters default in their obligation to

purchase Shares hereunder, the Company may, by prompt written notice to the non-defaulting Underwriters, postpone the Closing Date or the Additional Closing Date, as the case may be, for a period of not more

than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration

Statement or supplements to the Registration Statement or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section.

Nothing herein will relieve a defaulting Underwriter from liability for its default.

12. Termination. This Agreement may be terminated (or in the event of any Option

Shares to be purchased on an Additional Closing Date, the obligation of the Underwriters to purchase such Option Shares may be terminated) in the absolute discretion of the Representatives, by notice to the Company, if after the execution and

delivery of this Agreement and on or prior to the Closing Date or any Additional Closing Date, as the case may be, (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or the Nasdaq

Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market;

(iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or a material disruption in commercial banking or securities settlement clearance services in the United States; or

(iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and

adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the

Pricing Disclosure Package and the Prospectus.

13. [Reserved].

14. Payment of Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or

cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes

payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package

and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees

and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and

distribution of a Blue Sky Memorandum (including the reasonable and documented related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and

any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable fees and expenses of counsel for the Underwriters); (viii) all

expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market.

(b) If (i) this Agreement is terminated pursuant to Section 12(ii), (ii) the Company for any reason fails to tender the Shares for

delivery to the Underwriters (other than pursuant to Section 11) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering

contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligation to purchase the Shares.

15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the

benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 9 hereof. Nothing in

this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be

deemed to be a successor merely by reason of such purchase.

16. Survival. The respective indemnities, rights of contribution,

representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall

survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers,

controlling persons or affiliates referred to in Section 9 hereof.

17. Certain Defined Terms. For purposes of this Agreement,

(a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are

permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

18. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and

address of its clients, as well as other information that will allow the Underwriter to properly identify its clients.

19.

Miscellaneous.

(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have

been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives at J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017 (fax: (212) 622-8358); Attention: Equity Syndicate Desk, Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department and Citigroup Global Markets Inc., 388 Greenwich Street,

New York, New York 10013 Attention: General Counsel, facsimile number 1-646-291-1469. Notices to the Company shall be given to it

at Super Micro Computer, Inc., 980 Rock Avenue, San Jose, California 95131; Attention: Chief Financial Officer.

(b) Governing Law.

This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(c) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of

or relating to this Agreement.

(d) Recognition of the U.S. Special Resolution Regimes.

(i) In the event that any Underwriter is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act

Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such

Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 19(d):

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§

252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance

Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(e) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of

telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. This Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with

the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure

therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(g) Headings. The

headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

If the foregoing is in accordance with your understanding, please indicate your acceptance

of this Agreement by signing in the space provided below.

Very truly yours,

SUPER MICRO COMPUTER, INC.

By:

/s/ Charles Liang

Name: Charles Liang

Title: President and Chief Executive Officer

[Signature Page to Underwriting Agreement]

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

By:

/s/ Luis Garcia

Authorized Signatory

GOLDMAN SACHS & CO. LLC

By:

/s/ William Connolly

Authorized Signatory

[Signature Page to Underwriting Agreement]

Schedule A

Underwriter

Number of Shares

J.P. Morgan Securities LLC

11,723,571

Goldman Sachs & Co. LLC

11,723,571

Citigroup Global Markets Inc.

7,034,142

Credit Agricole Securities (USA) Inc.

3,850,267

HSBC Securities (USA) Inc.

2,139,037

MUFG Securities Americas Inc.

2,139,037

TD Securities (USA) LLC

1,925,134

BNP Paribas Securities Corp.

1,711,230

BMO Capital Markets Corp.

855,615

KeyBanc Capital Markets Inc.

855,615

Scotia Capital (USA) Inc.

855,615

Needham & Company, LLC

213,904

Loop Capital Markets LLC

213,904

Northland Securities, Inc.

85,561

Rosenblatt Securities Inc.

85,561

CJS Securities, Inc.

42,781

Total

45,454,545

Sch. 1

Annex A

a. Pricing Disclosure Package

Issuer

Free Writing Prospectus dated June 9, 2026

Netroadshow Presentation

b. Pricing Information Provided Orally by the Underwriters

Number of Underwritten Shares: 45,454,545

Number of Option Shares: 6,818,181

Public price per Share: $27.50

Annex A

Annex B

Written Testing-the-Waters Communications

Company Presentation dated June 9, 2026

Annex B

Annex C

Super Micro Computer, Inc.

Pricing Term Sheet

Number of Underwritten Shares: 45,454,545

Number of Option Shares: 6,818,181

Public price per Share: $27.50

Annex C

Exhibit A

FORM OF LOCK-UP AGREEMENT

[ ⚫ ], 2026

J.P. Morgan Securities LLC

Goldman Sachs & Co. LLC

As Representatives of

the several Underwriters named in

Schedule A to the Underwriting

Agreement referred to below

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

Re: SUPER MICRO COMPUTER, INC. — Lock-Up Agreement

Ladies and Gentlemen:

The undersigned

understands that J.P. Morgan Securities LLC (“J.P. Morgan”) and Goldman Sachs & Co. LLC (“Goldman Sachs”), as representatives (the “Representatives”), propose to enter into

(i) an underwriting agreement on behalf of the several underwriters named in such agreement, with Super Micro Computer, Inc., a Delaware corporation (the “Company”), providing for a public offering of depositary shares (the

“Depositary Shares Offering”), such depositary shares each representing a fractional interest in a share of the Company’s Series A Mandatory Convertible Preferred Stock, par value $0.001 per share (the “Convertible

Preferred Stock”) and (ii) an underwriting agreement on behalf of the several underwriters named in such agreement with the Company, providing for a public offering of shares of the Company’s common stock, par value $0.001 per

share (“Common Stock” and such offering, the “Common Stock Offering”). The underwriting agreements relating to the Depositary Shares Offering and the Common Stock Offering (each, an “Offering”

and, together, the “Offerings”) are each referred to as an “Underwriting Agreement” and together, the “Underwriting Agreements”) and the underwriters of the Offerings are collectively referred

to as the “Underwriters.”

In consideration of the Underwriters’ agreement to purchase and make the Offerings,

and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J.P. Morgan and Goldman Sachs, the undersigned will not, and will not cause any direct or

indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 60 days after the earliest date of a final prospectus relating to an Offering

(including the documents incorporated by reference therein, the “Prospectus” and such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase,

purchase any option or contract to sell, grant any option, right or warrant to purchase,

lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, of the Company or any securities convertible into or exercisable or exchangeable for Common Stock

(including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be

issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that

transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities, or (4) publicly

disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale

or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to

lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up

Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise.

Notwithstanding the foregoing, the undersigned may:

(a) transfer the undersigned’s Lock-Up Securities:

(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,

(ii) by will or intestacy,

(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is

a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic

partnership or adoption, not more remote than first cousin),

(iv) to a partnership, limited liability company or other entity of which

the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,

(v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv)

above,

(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to

another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other

entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a

successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or stockholders of the undersigned,

(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,

(viii) to the Company from an employee of the Company upon death, disability or termination

of employment, in each case, of such employee,

(ix) as part of a sale of the undersigned’s

Lock-Up Securities acquired in open market transactions after the closing dates for the Offerings,

(x) to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to

purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or

exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that

any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the

Registration Statement, the Pricing Disclosure Package and the Prospectuses, or

(xi) pursuant to a bona fide third-party tender offer,

merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes

hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of

shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such

tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement;

provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi) and (vii),

such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to J.P. Morgan and Goldman Sachs a lock-up letter in the form of this Letter

Agreement, (B) in the case of any transfer or distribution pursuant to clause (a) (ii), (iii), (iv), (v) and (vi), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the

Restricted Period referred to above), (C) in the case of any transfer or distribution pursuant to clause (a) (i) and (x), no filing by any party (donor, donee, devisee, transferor, transferee, distributer or distributee) under the Exchange Act

of 1934, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a required Section 16 filing on a Form 4 or Form 5, which shall clearly indicate in the footnotes

thereto the nature and conditions of such transfer) and (D) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that no public filing, report or announcement shall be

voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution

shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions of such transfer.

(b) exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans described in the

Prospectus; provided that any Lock-Up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;

securities into shares of Common Stock or warrants to acquire shares of Common Stock; provided that any such shares of Common Stock or warrants received upon such conversion shall be subject to the terms of this Letter Agreement;

(d) establish trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares

of Lock-Up Securities; provided that (1) such plans do not provide for the transfer of Lock-Up Securities during the Restricted Period and (2) no filing

by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan;

(e) sell the Securities to be sold by the undersigned, if any, pursuant to the terms of an Underwriting Agreement; and

(f) sell Lock-Up Securities pursuant to an existing trading plan established prior to the date of this

Letter Agreement pursuant to Rule 10b5-1 of the Exchange Act, provided that no filing by the undersigned under the Exchange Act, or other public announcement, shall be voluntarily made, and if the undersigned

is required to file a report under the Exchange Act related thereto during the Restricted Period, such report shall disclose that such transfer was pursuant to an existing trading plan established prior to the date of this Letter Agreement pursuant

to Rule 10b5-1 of the Exchange Act.

In furtherance of the foregoing, the Company, and any duly

appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All

authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the

Underwriters solicited any action from the undersigned with respect to the Offerings of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The

undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with each Offering, the Representatives and the other

Purchasers are not making a recommendation to you to enter into this Letter Agreement, participate in such Offering, or sell any securities at the price determined in such Offering, and nothing set forth in such disclosures is intended to suggest

that the Representatives or any other Underwriter is making such a recommendation.

The undersigned understands that, if an Underwriting

Agreement does not become effective by June 30, 2026, or if such Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of any securities to be

sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement with respect to such Offering; provided, however that if either Underwriting Agreement has become effective by June 30, 2026 and any

securities are sold and delivered pursuant to such Underwriting Agreement (any such Offering, a “Completed Offering”), then the undersigned shall continue to be bound by the terms of this Letter Agreement with respect to such

Completed Offering. The undersigned understands that the Representatives on behalf of the respective Underwriters are entering into each Underwriting Agreement and proceeding with each Offering in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy or dispute arising under or related to this

Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

[NAME OF STOCKHOLDER]

By:

Name:

Title:

EX-5.1

Filename: d45696dex51.htm · Sequence: 4

EX-5.1

Exhibit 5.1

Silicon Valley

Super Micro Computer, Inc.

855 Main Street

980 Rock Avenue

Redwood City, CA 94063

San Jose, California 95131

T +1 (650) 618-9250

freshfields.us

June 12, 2026

Ladies and

Gentlemen:

We have acted as counsel to Super Micro Computer, Inc., a Delaware corporation (the “Company”), in connection with

the Company’s offering, issuance and sale through J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and Citigroup Global Markets Inc., as agents and/or principals (the “Agents”), from time to time, of

shares of its common stock, $0.001 par value per share, having an aggregate gross sales price of up to $1,250,000,000 (the “Shares”) pursuant to (i) the shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2026 pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities

Act”) (File No. 333-296641) (together with the documents incorporated by reference therein, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), as

supplemented by the prospectus supplement dated June 11, 2026 (together with the Base Prospectus and the documents incorporated by reference therein, the “Prospectus”); and (ii) the Distribution Agreement, dated

June 11, 2026, (as may be amended, amended and restated or supplemented from time to time, the “Distribution Agreement”), by and among the Company and the Agents.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have

deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry

or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to

the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do

so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were

and are accurate.

2/2

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we

advise you that, in our opinion, the Shares being sold by the Company pursuant to the Distribution Agreement have been duly authorized by the Company, and upon payment and delivery therefor in accordance with the Distribution Agreement, will be

validly issued, fully-paid and non-assessable.

In connection with the opinions expressed above, we have assumed

that, at or prior to the time of the delivery of any such Shares, (i) the authorization of the board of directors of the Company that duly established the terms of such Shares and duly authorized the issuance and sale of such Shares shall not

have been modified or rescinded; (ii) the Company shall remain validly existing as a corporation in good standing under the laws of the State of Delaware; (iii) the Registration Statement shall have become effective and such effectiveness

shall not have been terminated or rescinded; and (iv) there shall not have occurred any change in law affecting the validity or enforceability of such Shares.

We are members of the Bars of the States of New York and California, and the foregoing opinion is limited to the laws of the State of New York and the General

Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus, which is part of the Registration Statement. In

giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Freshfields US LLP

EX-5.2

Filename: d45696dex52.htm · Sequence: 5

EX-5.2

Exhibit 5.2

Silicon Valley

Super Micro Computer, Inc.

855 Main Street

980 Rock Avenue

Redwood City, CA 94063

San Jose, California 95131

T +1 (650) 618-9250

freshfields.us

June 12, 2026

Ladies and

Gentlemen:

We have acted as counsel to Super Micro Computer, Inc., a Delaware corporation (the “Company”), in connection with

the Company’s offering of up to 52,272,726 shares of its common stock, $0.001 par value per share (the “Shares”), including up to 6,818,181 Shares that may be sold pursuant to the exercise of an option to purchase

additional Shares, in an underwritten public offering, pursuant to (i) the shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”)

on June 9, 2026 pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”) (File No. 333-296641) (together with the documents incorporated by reference therein, the

“Registration Statement”), including a base prospectus (the “Base Prospectus”), as supplemented by the prospectus supplement dated June 10, 2026 (together with the Base Prospectus and the

documents incorporated by reference therein, the “Prospectus”); and (ii) the Underwriting Agreement, dated June 10, 2026, (the “Underwriting Agreement”) between the Company and J.P.

Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule A thereto.

We, as your

counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as

originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to

the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and

officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

2/2

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we

advise you that, in our opinion, the Shares being sold by the Company pursuant to the Underwriting Agreement have been duly authorized by the Company, and upon payment and delivery therefor in accordance with the Underwriting Agreement, will be

validly issued, fully-paid and non-assessable.

In connection with the opinions expressed above, we have assumed

shall not have been terminated or rescinded; and (iv) there shall not have occurred any change in law affecting the validity or enforceability of such Shares.

We are members of the Bars of the States of New York and California, and the foregoing opinion is limited to the laws of the State of New York and the General

Corporation Law of the State of Delaware.

giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Freshfields US LLP

EX-10.1

Filename: d45696dex101.htm · Sequence: 6

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 10, 2026 (this “Amendment No. 2”), is entered into by

and between SUPER MICRO COMPUTER, INC., a Delaware corporation (the “Lead Borrower”), the Lenders party hereto (each, a “Consenting Lender”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent

(in such capacity and together with its successors and assigns, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as

defined below).

PRELIMINARY STATEMENTS:

WHEREAS, the Lead Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Credit

Agreement dated as of December 29, 2025 (as amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Existing Credit Agreement”). The Existing Credit

Agreement, as amended by this Amendment No. 2, is referred to herein as the “Amended Credit Agreement”.

WHEREAS,

the Lead Borrower has requested, and the Consenting Lenders have agreed to make, certain amendments to the Existing Credit Agreement as set forth herein; and

WHEREAS, the Consenting Lenders constitute the Required Lenders (as defined in the Existing Credit Agreement) as of the date hereof.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and

receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Amendments. Subject only to the satisfaction (or waiver by the Consenting Lenders) of the conditions set forth in

Section 2 below, the Existing Credit Agreement is hereby amended as of the Amendment No. 2 Effective Date (as defined below) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example:

double-underlined text) as set forth in the pages attached as

Annex A hereto.

SECTION 2. Conditions to Effectiveness.

This Amendment No. 2 shall become effective on the date (the “Amendment No. 2 Effective Date”) that the following

conditions are satisfied (or waived by the Consenting Lenders):

(i) the Administrative Agent shall have received an executed counterpart

to this Amendment No. 2 from the Lead Borrower and each Consenting Lender;

(ii) no Default or Event of Default shall have occurred or

be continuing on the Amendment No. 2 Effective Date or would result from the transactions contemplated by this Amendment No. 2; and

(iii) each of the representations and warranties set forth in Article 5 of the Amended Credit Agreement and in the other Loan Documents shall

be true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of the Amendment No. 2 Effective Date, except to the extent the same expressly relate to an earlier date, in which case they shall be

true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of such earlier date.

SECTION 3. Counterparts.

This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which

when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in or relating to this Amendment No. 2 and/or any document to be signed in connection with this Amendment No. 2 and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined

below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping

system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such

contract or record.

SECTION 4. Governing Law and Waiver of Jury Trial.

This Amendment No. 2 shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Sections

10.16 (Governing Law) and 10.22 (Submission to Jurisdiction; Waiver of Jury Trial) of the Existing Credit Agreement are incorporated herein by reference mutatis mutandis.

SECTION 5. Headings.

The

headings of this Amendment No. 2 are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 6. Reaffirmation; No Novation.

The Lead Borrower hereby expressly acknowledges the terms of this Amendment No. 2 and reaffirms, as of the date hereof, (i) the

covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment No. 2 and the transactions contemplated

hereby, (ii) its guarantee of the Obligations and (iii) its security interest on the Collateral securing the Obligations. Each of the parties hereto confirms that the amendment of the Existing Credit Agreement pursuant to this Amendment

No. 2 shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. For the avoidance of doubt, this Amendment No. 2 shall also constitute a Loan Document for all purposes under the Amended Credit Agreement.

SECTION 7. Effect of Amendment.

Except as expressly set forth herein, this Amendment No. 2 shall not by implication or otherwise limit, impair, constitute a waiver of or

otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the other Secured Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms,

conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue

in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the

date first above written.

SUPER MICRO COMPUTER, INC.,

By:

/s/ David Weigand

Name: David Weigand

Title: SVP, Chief Financial Officer

[Signature Page to Amendment No. 2]

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

By:

/s/ Chandan Kumar

Name: Chandan Kumar

Title: Vice President

[Signature Page to

Amendment No. 2]

JPMORGAN CHASE BANK, N.A.

as a Consenting Lender

By:

/s/ Chandan Kumar

Name: Chandan Kumar

Title: Vice President

[Signature Page to

Amendment No. 2]

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Consenting Lender

By:

/s/ Andrew Sidford

Name: Andrew Sidford

Title: Managing Director

By:

/s/ Gordon Yip

Name: Gordon Yip

Title: Director

[Signature Page to

Amendment No. 2]

Goldman Sachs Bank USA,

as a Consenting Lender

By:

/s/ Elizabeth Tosin

Name: Elizabeth Tosin

Title: Authorized Signatory

[Signature Page to

Amendment No. 2]

CITIBANK, N.A.,

as a Consenting Lender

By:

/s/ Lauren Portnoi

Name: Lauren Portnoi

Title: Vice President & Managing Director

[Signature Page to

Amendment No. 2]

HSBC Bank USA, National Association

By:

/s/ Nick Mahon

Name: Nick Mahon

Title: Managing Director

[Signature Page to

Amendment No. 2]

KEYBANK NATIONAL ASSOCIATION,

as a Consenting Lender

By:

/s/ Patrick Kratus

Name: Patrick Kratus

Title: Managing Director, Head of Technology Investment & Corporate Banking

[Signature Page to

Amendment No. 2]

MUFG Bank, Ltd.,

as a Consenting Lender

By:

/s/ Noreen Lee

Name: Noreen Lee

Title: Director

[Signature Page to

Amendment No. 2]

ANNEX A

ANNEX

Conformed through Amendment No.

Execution Version

CREDIT AGREEMENT

dated as of

December 29, 2025,

(as

amended by (i) that certain Amendment No. 1 to Credit Agreement dated as of January 26,

2026, and (ii) that certain Amendment No. 2 to Credit Agreement dated as of June 10, 2026)

AMONG

SUPER MICRO COMPUTER, INC.,

Delaware corporation, as Lead Borrower,

VARIOUS LENDERS

FROM TIME TO TIME PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

BNP

PARIBAS,

CITIBANK, N.A.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

GOLDMAN SACHS BANK USA,

HSBC BANK

USA, NATIONAL ASSOCIATION,

MUFG BANK, LTD.

and

TD SECURITIES (USA) LLC,

as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents

and

BMO BANK N.A.,

KEYBANK, NATIONAL ASSOCIATION

and

THE BANK OF NOVA SCOTIA

Co-Documentation Agents

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS; INTERPRETATION

Section 1.1

Definitions

Section 1.2

Interpretation

Section 1.3

Certain Determinations

Section 1.4

Change in Accounting Principles

Section 1.5

Currency Generally

Section 1.6

Interest Rates; Benchmark Notifications

Section 1.7

Divisions

Section 1.8

Additional Currencies

ARTICLE 2. THE LOAN FACILITY

Section 2.1

Revolving Credit Commitments

Section 2.2

Letters of Credit

Section 2.3

Applicable Interest Rates

Section 2.4

Manner of Borrowing Loans and Designating Applicable Interest Rates

Section 2.5

Minimum Borrowing Amounts; Maximum Term Benchmark Loans

Section 2.6

Maturity of Loans

Section 2.7

Prepayments

Section 2.8

Place and Application of Payments

Section 2.9

Commitment Terminations

Section 2.10

Evidence of Indebtedness

Section 2.11

Fees

Section 2.12

Incremental Credit Extensions

Section 2.13

Extensions of Revolving Credit Commitments

Section 2.14

Refinancing Facilities

Section 2.15

Lead Borrower

Section 2.16

Defaulting Lenders

ARTICLE 3. CONDITIONS PRECEDENT

Section 3.1

All Credit Extensions

Section 3.2

Effectiveness on Closing Date

ARTICLE 4. THE COLLATERAL AND THE GUARANTY

Section 4.1

Collateral

Section 4.2

Guaranty

Section 4.3

Further Assurances

Section 4.4

Limitation on Collateral and Perfection

ARTICLE 5. REPRESENTATIONS AND WARRANTIES

Section 5.1

Financial Statements

Section 5.2

Organization and Qualification

Section 5.3

Authority and Enforceability

Section 5.4

No Material Adverse Change

Section 5.5

Litigation and Other Controversies

Section 5.6

True and Complete Disclosure

Section 5.7

Margin Stock

Section 5.8

Taxes

Section 5.9

ERISA

Section 5.10

Subsidiaries

Section 5.11

Compliance with Laws

Section 5.12

Environmental Matters

Section 5.13

Investment Company

Section 5.14

Intellectual Property

Section 5.15

Good Title

Section 5.16

Labor Relations

Section 5.17

Capitalization

Section 5.18

Governmental Authority and Licensing

Section 5.19

Approvals

Section 5.20

Solvency

Section 5.21

Anti-Corruption Laws, Sanctions and Anti-Money Laundering

Section 5.22

Security Interest in Collateral

Section 5.23

Outbound Investment Rules

ARTICLE 6. COVENANTS

Section 6.1

Information Covenants

Section 6.2

Inspections

Section 6.3

Maintenance of Property, Insurance, Environmental Matters, etc

Section 6.4

Books and Records

iii

Section 6.5

Preservation of Existence

Section 6.6

Compliance with Laws

Section 6.7

ERISA

Section 6.8

Payment of Taxes

Section 6.9

Designation of Subsidiaries

Section 6.10

Use of Proceeds

Section 6.11

Transactions with Affiliates

Section 6.12

Sale/Leaseback Transactions

Section 6.13

Change in the Nature of Business

Section 6.14

No Changes in Fiscal Year

Section 6.15

Indebtedness

Section 6.16

Liens

Section 6.17

Fundamental Changes; Sales of Assets

106

Section 6.18

Advances, Investments and Loans

110

Section 6.19

Restricted Payments

114

Section 6.20

Limitation on Restrictions

116

Section 6.21

Optional Payments of Certain Indebtedness; Modifications of Certain Indebtedness and Organizational Documents

118

Section 6.22

OFAC

119

Section 6.23

Financial Covenant

120

Section 6.24

Post-Closing Covenants

120

ARTICLE 7.

EVENTS OF DEFAULT AND REMEDIES

120

Section 7.1

Events of Default

120

Section 7.2

Non-Bankruptcy Defaults

122

Section 7.3

Bankruptcy Defaults

122

Section 7.4

Collateral for Undrawn Letters of Credit

123

Section 7.5

Notice of Default

123

ARTICLE 8.

CHANGE IN CIRCUMSTANCES AND CONTINGENCIES

123

Section 8.1

Funding Indemnity

123

Section 8.2

Illegality

124

Section 8.3

Alternate Rate of Interest

124

Section 8.4

Yield Protection

126

Section 8.5

Substitution of Lenders

128

Section 8.6

Lending Offices

129

ARTICLE 9. THE ADMINISTRATIVE AGENT

129

Section 9.1

Appointment and Authorization of Administrative Agent

129

Section 9.2

Administrative Agent and its Affiliates

129

Section 9.3

Action by Administrative Agent

130

Section 9.4

Consultation with Experts

130

Section 9.5

Liability of Administrative Agent; Credit Decision; Delegation of Duties

130

Section 9.6

Indemnity

132

Section 9.7

Resignation of Administrative Agent and Successor Administrative Agent

133

Section 9.8

Hedging Liability and Funds Transfer Liability and Deposit Account Liability and Data Processing Obligation Arrangements

134

Section 9.9

No Other Duties

134

Section 9.10

Authorization to Enter into, and Enforcement of, the Collateral Documents

134

Section 9.11

Authorization to Release Liens and Guarantors, Etc

135

Section 9.12

Withholding Taxes

137

Section 9.13

Erroneous Payment

138

Section 9.14

Certain ERISA Matters

139

Section 9.15

Credit Bidding

140

Section 9.16

Borrower Communications

141

ARTICLE 10. MISCELLANEOUS

142

Section 10.1

Taxes

142

Section 10.2

No Waiver; Cumulative Remedies; Collective Action

146

Section 10.3

Non-Business Days

146

Section 10.4

Documentary Taxes

147

Section 10.5

Survival of Representations

147

Section 10.6

Survival of Indemnities

147

Section 10.7

Sharing of Setoff

147

Section 10.8

Notices

147

Section 10.9

Counterparts

148

Section 10.10

Successors and Assigns; Assignments and Participations

150

Section 10.11

Amendments

154

Section 10.12

Heading

156

Section 10.13

Costs and Expenses; Indemnification

156

Section 10.14

Setoff

158

Section 10.15

Entire Agreement

158

Section 10.16

Governing Law

158

Section 10.17

Severability of Provisions

158

Section 10.18

Excess Interest

159

Section 10.19

Construction

159

Section 10.20

Lender’s Obligations Several

159

Section 10.21

USA Patriot Act

159

Section 10.22

Submission to Jurisdiction; Waiver of Jury Trial

160

Section 10.23

Treatment of Certain Information; Confidentiality

160

Section 10.24

No Fiduciary Relationship

161

Section 10.25

Platform; Borrower Materials

162

Section 10.26

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

163

Section 10.27

Additional Borrowers

163

Section 10.28

Acknowledgement Regarding Any Supported QFCs

164

EXHIBIT A

—

Notice of Payment Request

EXHIBIT B

—

Notice of Continuation/Conversion

EXHIBIT C

—

Revolving Note

EXHIBIT D

—

Solvency Certificate

EXHIBIT E

—

Compliance Certificate

EXHIBIT F

—

Assignment and Assumption

EXHIBIT G-1

—

U.S. Tax Compliance Certificate

EXHIBIT G-2

—

U.S. Tax Compliance Certificate

EXHIBIT G-3

—

U.S. Tax Compliance Certificate

EXHIBIT G-4

—

U.S. Tax Compliance Certificate

EXHIBIT H

—

Form of Guaranty

EXHIBIT I

—

Form of Security Agreement

SCHEDULE 1

—

Revolving Credit Commitments

SCHEDULE 5.5

—

Litigation

SCHEDULE 5.10

—

Subsidiaries

SCHEDULE 5.17

—

Capitalization

SCHEDULE 6.11

—

Transactions with Affiliates

SCHEDULE 6.15

—

Indebtedness

SCHEDULE 6.16

—

Liens

SCHEDULE 6.19

—

Investments

SCHEDULE 6.24

—

Post-Closing Covenants

vii

CREDIT AGREEMENT

This Credit Agreement is entered into as of December 29, 2025 by and among SUPER MICRO COMPUTER, INC., a Delaware corporation (the

“Lead Borrower”), the Additional Borrowers party hereto from time to time, the various financial institutions from time to time party to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and

collateral agent (in such capacities, the “Administrative Agent”).

Preliminary Statements

The Lead Borrower has requested that the Lenders provide a revolving credit facility to the Lead Borrower on the Closing Date in an aggregate

principal amount of $2,000,000,000 pursuant to this Agreement.

The Lenders have indicated their willingness to lend on the terms and

subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto

covenant and agree as follows:

ARTICLE 1. DEFINITIONS; INTERPRETATION.

Section 1.1 Definitions. The following terms when used herein shall have the following meanings:

“2025 RPA” means the receivables purchase facility dated as of July 16, 2025.

“

2026 Mandatory Convertible Preferred

Stock” means the series of Mandatory Convertible Preferred Stock issued by the Lead Borrower on or around

the Second Amendment Effective Date.

“2028 Notes” means the 2.25% Convertible Senior Notes due 2028

issued pursuant to that certain Indenture dated as of February 20, 2025 (as amended or modified from time to time) between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association as trustee.

“2029 Notes” means the 3.50% Convertible Senior Notes due 2029 issued pursuant to that certain Indenture dated as of

February 27, 2024 (as amended or modified from time to time) between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association as trustee.

“2030 Notes” means the 0.00% Convertible Senior Notes due 2030 issued pursuant to that certain Indenture dated as of

June 26, 2025 (as amended or modified from time to time) between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association as trustee.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with

or into or became a Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other Person

merging with or into, or becoming a Subsidiary of, such specified Person; provided, however, that any Indebtedness of such acquired Person that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon

consummation of the transactions by which such Person merges with or into, consolidates, amalgamates or otherwise combines with or becomes a Subsidiary of such Person shall not be considered to be Acquired Debt; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person (other than the proceeds or products

thereof, replacements, accessions or additions thereto, or improvements thereon, or customary security deposits with respect thereto, and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior

to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to

apply to any property to which such requirement would not have applied but for such acquisition).

“Acquisition”

means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any line of business or division of a Person,

(b) the acquisition of in excess of 50.00% of the capital stock, partnership interests, membership interests or equity of any Person (other than a Person that is a Restricted Subsidiary), but, at the Lead Borrower’s option, including

acquisitions of Equity Interests increasing the ownership of the Lead Borrower or a Restricted Subsidiary in an existing Restricted Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person

that is already a Restricted Subsidiary); provided that the Lead Borrower or a Restricted Subsidiary is the surviving entity or the surviving entity becomes a Restricted Subsidiary.

“Acquisition Indebtedness” means any Indebtedness of the Lead Borrower or any Restricted Subsidiary that has been

incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the

Persons or assets to be acquired); provided that either (x) the release of the proceeds thereof to the Lead Borrower and its Restricted Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and,

if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights

of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Lead

Borrower and the Subsidiaries in respect of such Indebtedness) or (y) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the

definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such

Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged

promptly after such termination or such specified date, as the case may be).

“Act” has the meaning provided in the definition of “Change of

Control”.

“Additional Borrower” means any Restricted Subsidiary of the Lead Borrower that becomes a

Borrower pursuant to Section 10.27.

“Additional Revolving Lender” means, at any time, any bank or

other financial institution that agrees to provide any portion of any Revolving Credit Commitment Increase or Incremental Revolving Credit Facility pursuant to an Incremental Amendment in accordance with Section 2.12; provided that the

relevant Persons under Section 10.10(b) (including those specified in the definition of “Eligible Assignee”) shall have consented to such Additional Revolving Lender’s providing such Commitment Increases, if such consent would

be required under Section 10.10(b) for an assignment of Revolving Credit Commitments to such Additional Revolving Lender.

“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in

its capacity as administrative agent for the Lenders hereunder and any successor pursuant to Section 9.7 hereof.

“Administrative Questionnaire” means, with respect to each Lender, an Administrative Questionnaire in a form

supplied by the Administrative Agent and duly completed by such Lender.

“Affected Financial Institution” means

(a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender” is defined in

Section 8.5 hereof.

“Affiliate” means any Person directly or indirectly controlling or controlled by,

or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of,

the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” means the Administrative Agent or any Co-Syndication Agent, as applicable. “Agreement”

means this Credit Agreement, as the same may be amended, modified, restated, amended and restated or supplemented from time to time pursuant to the terms hereof.

“Ancillary Document” is defined in Section 10.9(b) hereof.

“Anti-Corruption Laws” means all laws, rules and regulations of any relevant jurisdiction, including, without

limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010, as amended, applicable to the Lead Borrower, the Lead Borrower’s Subsidiaries or any Guarantor concerning or relating to bribery or

corruption.

“Applicable Laws” means, as to any Person, any law (including

common law), statute, regulation, ordinance, rule, order, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental

Authority, in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

“Applicable Margin” means, with respect to any Revolving Loan, on and after the Closing Date:

(i) prior to an IG Trigger Date and on and following any Non-IG Trigger Date, the applicable rate set forth below under the

caption “Term Benchmark Revolving Spread” or “Base Rate Revolving Spread” based upon the corresponding Leverage Ratio;

Pricing

Level

Leverage Ratio

Term Benchmark

Revolving

Spread

Base Rate

Revolving

Spread

Commitment

Fee Rate

Less than 1.00:1.00

1.25

0.25

0.150

Greater than or equal to 1.00:1.00 and

less than 1.50:1.00

1.50

0.50

0.200

III

Greater than or equal to 1.50:1.00 and

less than 2.00:1.00

1.75

0.75

0.250

Greater than or equal to 2.00:1.00

2.00

1.00

0.300

With respect to this paragraph (i), any increase or decrease in the Applicable Margin resulting from a

change in the Leverage Ratio shall become effective as of the third Business Day following the date a Compliance Certificate is delivered pursuant to Section 6.1(d); provided, however, that if a Compliance Certificate is

not delivered when due in accordance with such Section, then Pricing Level IV shall immediately apply as of the third Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply

until the third Business Day following the date a Compliance Certificate is delivered in accordance with Section 6.1(d), whereupon the Applicable Margin shall be adjusted based upon the calculation of the Leverage Ratio contained in such

Compliance Certificate. The Applicable Margin in effect from the Closing Date through the third Business Day following the date a Compliance Certificate is delivered pursuant to Section 6.1(d) for the first Fiscal Quarter ending after

the Closing Date shall be determined based upon Pricing Level I.

(ii) on an IG Trigger Date and during an IG Period, the applicable rate set

forth below under the caption “Term Benchmark Revolving Spread” or “Base Rate Revolving Spread” and the Commitment Fee set forth under the caption “Commitment Fee Rate” based upon the corresponding corporate

family ratings for at least two of S&P, Moody’s and Fitch as of any date of determination:

Pricing

Level

Rating

Term Benchmark

Revolving

Spread

Base Rate

Revolving

Spread

Commitment

Fee Rate

BBB+ /

Baa1/BBB+ or higher

1.125

0.125

0.120

BBB / Baa2 / BBB

1.250

0.250

0.1250

III

BBB- / Baa3 / BBB- (or lower, unless no longer an IG Period)

1.375

0.375

0.150

With respect to this paragraph (ii), (a) if each of Moody’s, S&P and Fitch have ratings

in effect and the ratings established or deemed to have been established by each of Moody’s, S&P and Fitch for the Lead Borrower shall fall within different Pricing Levels, the Applicable Margin shall be based on the lowest of those three

ratings; and (b) if only two of S&P, Moody’s and Fitch shall have in effect a rating for the Lead Borrower and such ratings shall fall within different Pricing Levels, the Applicable Margin shall be based on the higher of the two

ratings unless one of the two ratings is two or more Pricing Levels lower than the other (with Pricing Level I being the highest rating), in which case the Applicable Margin shall be determined by reference to the Pricing Level below that of the

higher of the two ratings.

Initially, following the start of an IG Period, the Applicable Margin shall be determined based on Pricing

Level III. Thereafter, if the ratings established or deemed to have been established by Moody’s, S&P and Fitch for the Lead Borrower shall be changed (other than as a result of a change in the rating system of Moody’s, S&P or

Fitch), such change shall be effective during the period commencing on the date that is three (3) Business Days following the announcement thereof and ending on the day immediately preceding the effective date of the next change. If the rating

system of Moody’s S&P or Fitch shall change, or if any such rating agency shall cease to be in the business of rating companies, unless the Lead Borrower has exercised its

option in the last sentence of this paragraph with respect to such rating agency, the Lead Borrower and the

Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be

determined by reference to the rating most recently in effect prior to such change or cessation. In addition, the Lead Borrower shall have the right to cease maintaining ratings from any one of the three ratings agencies and, upon notice of such

election to the Administrative Agent, the Applicable Margin shall be determined by reference to the ratings of the two remaining ratings agencies.

“Application” is defined in Section 2.2(b) hereof.

“Approved Borrower Portal” has the meaning assigned to it in Section 9.16(a). “Approved

Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered

or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee

(with the consent of any party whose consent is required by Section 10.10), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent and the Lead

Borrower.

“Assumption Agreement” is defined in Section 6.17(I)(a) hereof.

“Attributable Debt” means, with respect to any Sale/Leaseback Transaction, as of any date of determination, the

present value (discounted at the rate set forth or implicit in the terms of the lease included in such Sale/Leaseback Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of

taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such Sale/Leaseback Transaction

(including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination on

the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be

so terminated) or the Attributable Debt determined assuming no such termination.

“Attributed Principal

Amount” means, on any day, with respect to any Permitted Receivables Financing entered into by the Lead Borrower or any Restricted Subsidiary, the sum of (x) the aggregate principal amount (with respect to any such transaction, the

“Invested Amount”) borrowed by such Persons in connection with all such Permitted Receivables Financings and (y) the aggregate amount of any repurchase obligations (including any equivalent indemnification obligations) of such

Persons in respect of any Receivables and Related Assets sold pursuant to such Permitted Receivables Financings, in each case, as of such day.

“Authorized Representatives” means those persons shown on the list

of officers provided by the Lead Borrower to the Administrative Agent prior to the Closing Date or on any update of any such list provided by the Lead Borrower to the Administrative Agent, or any further or different officers of the Lead Borrower so

named by any Authorized Representative of the Lead Borrower in a written notice and an updated incumbency certificate delivered to the Administrative Agent.

“Available Amount” means, at any time, an amount equal to, without duplication:

(a) the sum, without duplication, of:

(i) $100.0 million; plus

(ii) the amount of any capital contributions or other equity issuances received as cash equity by the Lead Borrower, plus the

fair market value, as determined in good faith by the Lead Borrower, of marketable securities or other property received by the Lead Borrower as a capital contribution or in return for issuances of equity, in each case, other than Disqualified

Equity Interests, and in each case, during the period from and including the Business Day immediately following the Closing Date through and including such time; plus

(iii) the aggregate principal amount of any Indebtedness or Disqualified Equity Interests, in each case, of the Lead Borrower

or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or such Disqualified Equity Interests issued to the Lead Borrower or a Restricted Subsidiary), which has been converted into or exchanged for Equity Interests of the

Lead Borrower that do not constitute Disqualified Equity Interests, together with the fair market value of any Cash Equivalents and the fair market value (as reasonably determined by the Lead Borrower) of any property or assets received by the Lead

Borrower or any Restricted Subsidiary upon such exchange or conversion; plus

(iv) the net proceeds received by the

Lead Borrower or any Restricted Subsidiary after the Closing Date in connection with the sale or other disposition to a Person (other than the Borrowers or any Restricted Subsidiary) of any investment made pursuant to Section 6.18(n) (in

an amount not to exceed the original amount of such investment); plus

(v) the proceeds received by the Lead

Borrower or any Restricted Subsidiary after the Closing Date in connection with returns, profits, distributions and similar amounts, repayments of loans and the release of guarantees received on any investment made pursuant to

Section 6.18(n)(in an amount not to exceed the original amount of such investment); plus

(vi) an amount equal to the sum of (A) in the event any Unrestricted

Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated into, the Lead Borrower or any Restricted Subsidiary, the amount of the investments of the Lead Borrower or

any Restricted Subsidiary in such Subsidiary made pursuant to Section 6.18(n) (in an amount not to exceed the original amount of such investment) and (B) the fair market value (as reasonably determined by the Lead Borrower) of the

property or assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed to the Lead Borrower or any Restricted Subsidiary after the Closing Date from any dividend or other distribution by an Unrestricted

Subsidiary; minus

(b) the sum, without duplication, of:

(i) the aggregate amount of any investments made by the Lead Borrower or any Restricted Subsidiary pursuant to clause

(b)(ii) of the defined term “Permitted Acquisition” in reliance on Section 6.18(l) after the Closing Date and prior to such time;

(ii) the aggregate amount of any investments, loans or advances made by the Lead Borrower or any Restricted Subsidiary pursuant

to Section 6.18(n) after the Closing Date and prior to such time;

(iii) the aggregate amount of any

Distributions made by the Lead Borrower pursuant to Section 6.19(f) after the Closing Date and prior to such time; and

(iv) the aggregate amount of any optional or voluntary payments, prepayments, repurchases, redemptions or defeasances made by

the Lead Borrower or any Restricted Subsidiary pursuant to Section 6.21(a)(iv) after the Closing Date and prior to such time.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such

Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or

otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of

“Interest Period” pursuant to clause (e) of Section 8.3.

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive

2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and

(b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks,

investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” means, for any day, a rate per annum equal to the greatest of

(a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Term SOFR Rate for a one month

Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Term

SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term

SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the

Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 8.3 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to

Section 8.3(c)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the

foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Base Rate

Loan” means a Revolving Loan bearing interest based on the Base Rate.

“Benchmark” means,

initially, with respect to any Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the

then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 8.3.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below

that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) Daily Simple SOFR or

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Lead Borrower as the

replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant

Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States

and (b) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to (1) or (2) the above would be

less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any

replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for

calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Lead Borrower for the applicable Corresponding Tenor giving due consideration to

(i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental

Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term

Benchmark Revolving Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities

Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback

periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides after consultation with the Lead Borrower may be appropriate to reflect the adoption and

implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market

practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably

necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark

Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of

(a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases

to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the

definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such

Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any

Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement

Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the

“Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to

all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following

events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the

administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or

indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with

jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the

administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a

public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at

the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under

any Loan Document in accordance with Section 8.3 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section

8.3.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control

as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title

I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975

of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower Materials”

has the meaning assigned to such term in Section 10.25(a). “Borrowers” means the Lead Borrower and any Additional Borrower that becomes a Borrower hereunder pursuant to Section 10.27.

“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted

from a different type into such type by the Lenders under the Revolving Facility on a single date and, in the case of Term Benchmark Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders

under the Revolving Facility according to their Revolver Percentages of the Revolving Facility. A Borrowing of Loans is “advanced” on the day Lenders advance funds comprising such Borrowing to a Borrower, is “continued” on

the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loan to the other, all as requested by a Borrower pursuant to

Section 2.4(a) hereof. Base Rate Loans and Term Benchmark Loans are each a “type” of Loan.

“Business

Day” means, any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in the State of New York.

“Capital Lease” means any lease of Property which in accordance with GAAP is required to be capitalized on the balance

sheet of the lessee; provided that, notwithstanding the foregoing, only those leases and obligations that would constitute Capital Leases prior to the implementation of Accounting Standards Codification 842, Leases, will be considered to be Capital

Leases for purposes of this Agreement.

“Capitalized Lease Obligation” means, for any Person, the amount of the

liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.

“Captive

Insurance Subsidiary” means any Restricted Subsidiary of the Lead Borrower that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof).

“Cash Equivalents” means, as to any Person: (a) investments in direct obligations of the United States of America or

any member of the European Union or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America or any member of the European Union or obligations guaranteed by the United

States of America or any member of the European Union or any agency thereof; provided that any such obligations shall mature within one year of the date of issuance thereof; (b) investments in commercial paper rated at least P-2 by

Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally

recognized rating service) maturing within 90 days from the date of issuance thereof; (c) investments in certificates of deposit or bankers’ acceptances issued by any Lender or by any

domestic or foreign bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million in the case of non-U.S. banks which have a maturity of one (1) year or less; (d) investments in repurchase

obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (c) above; provided that

all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (e) marketable short-term money market or similar securities having a

rating of at least P-2 by Moody’s or A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating service), (f) (i) Dollars,

Canadian dollars, Pounds Sterling, Euros or any national currency of any participating member state of the EMU; or (ii) in the case of any Foreign Subsidiary that is a Restricted Subsidiary or any jurisdiction in which the Lead Borrower and the

Restricted Subsidiaries conduct business, such local currencies held by it from time to time in the ordinary course of business and (g) investments in money market funds that invest at least 90.0% of their assets in investments of the type

described in the immediately preceding clauses (a) through (f) above. In the case of investments by any Foreign Subsidiary that is a Restricted Subsidiary or investments made in a country outside the United States of America, Cash

Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (g) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such

clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in

investments analogous to the foregoing investments in clauses (a) through (g) and in this sentence.

“Cash Management

Services” means treasury, depository, overdraft, credit or debit card, including noncard payables services, purchase card, electronic funds transfer, automated clearing house fund transfer services and other cash management services.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holdco” means any Domestic Subsidiary with no material assets other than equity interests of one or more Foreign

Subsidiaries that are CFCs.

A “Change of Control” shall be deemed to have occurred if any “person” or

“group” (as such terms (and each other reference thereto in this clause) are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Act”), but excluding any employee benefit plan of such Person

and its subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall become the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 under such Act) (a

“beneficial owner”), directly or indirectly, of more than 40.00% of outstanding Voting Stock of the Lead Borrower; provided that no holder or beneficial owner of any Permitted Convertible Debt or Permitted Mandatory Convertible Stock of the Borrower shall be deemed to be a

beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 under such Act) in respect of any Voting Stock underlying such Permitted Convertible

Debt or Permitted Mandatory Convertible Stock unless and to the

extent (x) such Permitted

Mandatory Convertible Stock constitutes

Voting Stock or (y) the applicable Permitted Convertible Debt

or Permitted Mandatory Convertible Stock is converted into Voting

Stock in accordance with the terms of the indenture governing that Permitted Convertible Debt or the Certificate of

Designations or other operative document(s) governing such Permitted Mandatory Convertible Stock or otherwise exchanged for Voting Stock pursuant to any agreement between the Company and such

holder or beneficial owner. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (x) the Lead Borrower becomes a direct or indirect wholly-owned Subsidiary of another Person and (y) (i) the

shares of the Lead Borrower’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of such Person immediately after giving effect to such transaction

or (ii) immediately following that transaction, no Person (other than a Person satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Voting Stock of such

Person.

“changed date” shall have the meaning assigned to such term in the definition of the term “Fiscal

Quarter End Date.”

“Charges” means any charge, expense, cost, accrual or reserve of any kind.

“Class” means (a) with respect to Lenders, Lenders holding Revolving Credit Commitments, Extended Revolving Credit

Commitments and/or Replacement Revolving Credit Commitments and (b) with respect to Loans, Revolving Loans, Extended Revolving Loans and/or Replacement Revolving Loans.

“Closing Date” means December 29, 2025.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term

Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Co-Documentation Agents” means BMO Bank N.A.,

KeyBank, National Association, and The Bank of Nova Scotia.

“Co-Syndication Agents” means, collectively, JPMorgan

Chase Bank, N.A. BNP Paribas, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Goldman Sachs Bank USA, HSBC Bank USA, National Association, MUFG Bank, Ltd. and TD Securities (USA) LLC.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. “Collateral” means all

properties, rights, interests, and privileges of the Loan Parties on which a Lien is required to be granted to the Administrative Agent, or any security trustee therefor, by Section 4.1.

“Collateral Account” is defined in Section 7.4(b) hereof.

“Collateral Documents” means the Security Agreement (as supplemented by each Security Agreement Supplement), any

intellectual property security agreements, and all other security agreements, pledge agreements, assignments, financing statements and other documents pursuant to which Liens are granted to the Administrative Agent or such Liens are perfected, and

as shall from time to time secure the Obligations, the Hedging Liability, and the Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, or any part thereof pursuant to Article 4.

“Commitment Fee” is defined in Section 2.11(a) hereof.

“Commitment Increase” is defined in Section 2.12(a) hereof.

“Commitments” means, with respect to any Lender, such Lender’s applicable Revolving Credit Commitment, Extended

Revolving Credit Commitment and/or Replacement Revolving Credit Commitment.

“Commodity Exchange Act” means the

Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance

Certificate” means the Compliance Certificate to be delivered pursuant to Section 6.1(e) hereof, substantially in the form of Exhibit E hereof.

“Consolidated Adjusted EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income

(other than in the case of clause (ix) below), the sum of the following amounts for such period:

(i) interest

expense (including, to the extent deducted and not added back in computing Consolidated Net Income, (A) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts

and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (C) non-cash interest payments, (D) the interest component of Capitalized Lease Obligations, (E) net payments, if any, made (less net

amounts, if any, received) pursuant to interest rate hedging obligations with respect to Indebtedness, (F) amortization or write-off of deferred financing fees, debt issuance costs, commissions, fees and expenses, including commitment, letter

of credit and administrative fees and charges with respect to Indebtedness permitted to be incurred hereunder and (G) any expensing of bridge, commitment and other financing fees), after giving effect to the impact of interest rate risk

hedging, and, to the extent not reflected in such interest expense, unused line fees and letter of credit fees payable hereunder,

(ii) provision for taxes based on income, profits or capital, including federal, foreign, state, franchise, excise and similar

taxes paid or accrued during such period (including in respect of repatriated funds),

(iii) depreciation and amortization,

including amortization of intangible assets established through purchase accounting and amortization of deferred financing fees or costs,

(iv) any Charges (other than depreciation or amortization expense) related

to any equity offering, investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness (including a refinancing or amendment, waiver or other modification thereof) (whether or not successful), including in

connection with the Transactions.

(v) Non-Cash Charges,

(vi) (A) extraordinary Charges and (B) unusual or nonrecurring Charges, in each case, to the extent not of a type

described in clause (vii),

(vii) Charges attributable to the undertaking and/or implementation of cost savings

initiatives, operating expense reductions and other restructuring, integration or transformational charges (including inventory optimization expenses, business optimization expenses, transaction costs and costs related to the opening, closure,

consolidation or separation of facilities and curtailments, costs related to entry into new markets, consulting fees, recruiter fees, signing costs, retention or completion bonuses, transition costs, relocation costs, severance payments, and

modifications to pension and post-retirement employee benefit plans); provided that amounts added back pursuant to this clause (vii), together with any amounts added back pursuant to clause (ix) below and the amount of any

Pro Forma Adjustment to Consolidated Adjusted EBITDA for such period, shall not exceed the greater of $210 million and 15% of Consolidated Adjusted EBITDA for such period (calculated prior to giving effect to any such add-back),

(viii) the amount of any minority interest expense consisting of subsidiary income attributable to minority Equity Interests of

third parties in any non-Wholly-owned Subsidiary,

(ix) expected cost savings, operating expense reductions, restructuring

charges and expenses and cost synergies (net of the amount of actual amounts realized) reasonably identifiable and factually supportable and reasonably anticipated to be realized within 18 months of the date thereof (in the good faith determination

of the Lead Borrower) related to permitted asset sales, acquisitions, investments, dispositions, operating improvements, restructurings, cost savings initiatives and other similar initiatives and specified transactions conducted after the Closing

Date; provided that amounts added back pursuant to this clause (ix), together with any amounts added back pursuant to clause (vii) above and the amount of any Pro Forma Adjustment to Consolidated Adjusted EBITDA for such

period, shall not exceed the greater of $210 million and 15% of Consolidated Adjusted EBITDA for such period (calculated prior to giving effect to any such add-back),

(x) transaction fees, costs and expenses incurred to the extent reimbursable by third parties pursuant to indemnification

provisions or insurance; provided that the Lead Borrower in good faith expects to receive reimbursement for such fees, costs and expenses within the next four (4) fiscal quarters (it being understood that to the extent not actually

received within such fiscal quarters, such reimbursement amounts shall be deducted in calculating Consolidated Adjusted EBITDA at the end of such four fiscal quarter period),

(xi) earn-out obligations incurred in connection with any Permitted

Acquisitions or other investment and paid or accrued during the applicable period, and

(xii) casualty or business

interruption insurance in an amount representing the losses for the applicable period that such proceeds are intended to replace (whether or not yet received so long as the Lead Borrower in good faith expects to receive the same within the next four

(4) fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Consolidated Adjusted EBITDA for such fiscal quarters in the future)); less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following

amounts for such period:

(i) extraordinary gains and unusual or non-recurring gains, and

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a

potential cash item that reduced Consolidated Adjusted EBITDA in any prior period); provided, in each case, that, if any non-cash gain represents an accrual or asset for future cash items in any future period, the cash payment in respect

thereof shall in such future period be added to Consolidated Adjusted EBITDA for such period to the extent excluded from Consolidated Adjusted EBITDA in any prior period, and

(i) any net gain or loss resulting in such period from Hedging Obligations and the application of Accounting Standards

Codification Topic 815 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements

of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk),

(iii) any

effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and such Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to

any consummated acquisition or the amortization or write-off of any amounts thereof, net of Taxes, and

(iv) any

adjustments resulting from the application of Accounting Standards Codification Topic 460, Guarantees, or any comparable regulation,

in each case, as determined on a consolidated basis for the Lead Borrower and its Restricted Subsidiaries in

accordance with GAAP.

“Consolidated Interest Expense” means, for any period, in each case to the extent treated

as interest in accordance with GAAP, the sum of all interest expense paid or payable in cash calculated on a consolidated basis for the Lead Borrower and its Restricted Subsidiaries for such period in accordance with GAAP, minus any interest

income of the Lead Borrower and its Restricted Subsidiaries for such period.

“Consolidated Net Income” means,

for any period, the net income (loss) attributable to the Lead Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) the cumulative effect of a

change in accounting principles during such period to the extent included in net income (loss), (b) accruals and reserves that are established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of the

adoption or modification of accounting policies during such period, (c) the income (or loss) of any Person in which any other Person has an ownership interest, except to the extent of the amount of dividends or other distributions actually paid

to the Lead Borrower or any of its Restricted Subsidiaries by such Person during such period, (d) the income of any Restricted Subsidiary of the Lead Borrower (other than any other Loan Party) to the extent that the declaration or payment of

dividends or similar distributions by that Restricted Subsidiary of that income is subject to an absolute prohibition during such period by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or

governmental regulation applicable to that Restricted Subsidiary (other than any prohibition that has been waived or otherwise released), except to the extent of the amount of dividends or other distributions actually paid by such Restricted

Subsidiary to the Lead Borrower or any other Restricted Subsidiary that is not subject to such prohibitions, (e) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Lead Borrower or is merged

into or consolidated with the Lead Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Lead Borrower or any of its Subsidiaries (except as provided in the definition of “Pro Forma

Basis”), (f) after tax gains or Charges (less all fees and expenses chargeable thereto) attributable to any asset dispositions outside the ordinary course of business (including asset retirement costs) or of returned surplus assets of

any employee benefit plan, (g) any net gains or Charges with respect to (i) disposed, abandoned, divested and/or discontinued assets, properties or operations (other than assets, properties or operations pending the disposal, abandonment,

divestiture and/or termination thereof) and (ii) facilities that have been closed during such period, (h) any net income or loss (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness,

hedging obligations or other derivative instruments and (i) any write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of

Indebtedness.

“Consolidated Total Assets” means, at any time, all assets that would, in conformity with GAAP,

be set forth under the caption “total assets” (or any like caption) on a consolidated balance sheet of the Lead Borrower and the Restricted Subsidiaries at such date.

“Contingent Obligation” means as to any Person, any obligation of such

Person guaranteeing any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of

such Person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary

obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose

of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect

thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be

an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such

Person is required to perform thereunder) as determined by such Person in good faith.

“Controlled Group” means all

members of a controlled group of corporations and all trades or businesses (whether or not incorporated) or of an affiliated service group under common control which, together with the Lead Borrower, are treated as a single employer under

Section 414 of the Code.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a

tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b).

“Credit Extension” means the advancing of any Loan or the issuance or extension of, or increase in

the amount of, any Letter of Credit.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a

rate per annum equal to SOFR for the day that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is

not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any

change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Lead Borrower.

“Damages” means all damages including, without limitation, punitive

damages, liabilities, costs, expenses, losses, judgments, diminutions in value, fines, penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response action, removal and remedial costs, compliance costs,

investigation expenses, consultant fees, attorneys’ and paralegals’ fees and litigation expenses.

“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or

both, constitute an Event of Default.

“Default Excess” has the meaning provided in Section 2.7(c) hereof.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.

§§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed to

fund any portion of the Loans or participations in Reimbursement Obligations required to be funded by it hereunder within three (3) Business Days of the date required to be funded by it hereunder unless such failure has been cured, unless such

Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not

been satisfied, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good

faith dispute or unless such failure has been cured, (c) has notified the Lead Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its

funding obligations hereunder or generally under other agreements in which it commits to extend credit unless such Lender notifies the Administrative Agent in writing or such public statement provides that such failure is the result of such

Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (d) has failed, within three (3) Business Days after request by

the Administrative Agent, to confirm to the Administrative Agent in a reasonably satisfactory manner that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause

(d) upon receipt by the Administrative Agent of such written confirmation) or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a bankruptcy or insolvency proceeding, (ii) had a receiver,

conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its

consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any

equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through

(e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16) upon delivery of written notice of such determination to the Lead Borrower, the

Lenders and the L/C Issuer.

“Departing Administrative Agent” is defined in Section 6.9 hereof.

“Designated Non-Cash Consideration” means the fair market value (as

determined by the Lead Borrower in good faith) of non-cash consideration received by the Lead Borrower or a Restricted Subsidiary in connection with a disposition pursuant to Section 6.17(II)(o) or (p) that is designated as

Designated Non-Cash Consideration pursuant to a certificate of an officer of the Lead Borrower, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted

to cash or Cash Equivalents).

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the

terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures (excluding any maturity as the result of an optional redemption by the

issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests or as a result of a Change of Control or asset sale so long as any rights of the holders thereof upon the

occurrence of a Change of Control or asset sale shall be subject to the termination of the Revolving Facility), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for

Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other

Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Final Revolving Termination Date.

“Disqualified Institution” means (a) any Person identified in writing by the Lead Borrower to the Administrative Agent

prior to November 12, 2025; (b) any Person identified in writing upon three (3) Business Days’ notice by the Lead Borrower to the Administrative Agent that is at the time a competitor of the Lead Borrower or any of its

Subsidiaries; or (c) any Affiliate of any Person described in clause (a) or clause (b) to the extent such Affiliate is clearly identifiable solely on the basis of the similarity of such Affiliate’s name to any

Person described in clause (a) or clause (b) (but excluding any Affiliate of such Person that is a bona fide debt fund or investment vehicle that is primarily engaged, or that advises funds or other investment vehicles that

are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which such Person does not, directly or indirectly, possess the

power to direct or cause the direction of the investment policies of such entity), in each case, solely to the extent the list of Disqualified Institutions described in clause (a) and clause (b) is made available to all

Lenders (either by the Lead Borrower or by the Administrative Agent with the Lead Borrower’s express authorization) on the Platform; it being understood that to the extent the Lead Borrower provides such list (or any supplement thereto) to the

Administrative Agent, the Administrative Agent is authorized to and shall post such list (and any such supplement thereto) on the Platform; provided that no supplement to the list of Disqualified Institutions described in clause (a) or

clause (b) shall apply retroactively to disqualify any Persons that have an assignment or participation interest in the Loans or Commitments as at such date, or have entered into a trade in respect of the Loans or Commitments that is

otherwise permitted hereunder.

“Distributions” has the meaning provided in Section 6.19 hereof.

“Dollars” and “$” each means the lawful currency of the United States of America.

“Domestic Subsidiary” means each Subsidiary of the Lead Borrower that is

organized under the Applicable Laws of the United States, any state thereof, or the District of Columbia.

“EEA Financial

Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a

parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition

and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the

European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative

authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other

record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Eligible

Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for

the primary benefit of, a natural person) approved in writing by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Credit Commitment, the L/C Issuers, and (iii) unless an Event of Default has occurred and

is continuing under Section 7.1(a), (j) or (k) hereof, the Lead Borrower (each such approval not to be unreasonably withheld or delayed); provided that, notwithstanding the foregoing, “Eligible

Assignee” shall not include (x) any Disqualified Institutions, (y) any natural person or any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (z) the Lead

Borrower or any Subsidiary or Affiliate of the Lead Borrower.

“EMU” means the economic and monetary union as

contemplated in the Treaty on European Union.

“Environment” means ambient air, indoor air, surface water, groundwater,

drinking water, land surface, sediments, and subsurface strata and natural resources such as wetlands, flora and fauna.

“Environmental Claim” means any investigation, written notice, violation, written demand, written allegation, action, suit,

injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising pursuant to, or in connection with (a) an actual or alleged violation of, any Environmental

Law, (b) from any actual or threatened abatement, removal, remedial, corrective or response action in connection with the Release of Hazardous Material, (c) an order of a Governmental Authority under Environmental Law or (d) from any

actual or alleged damage, injury, threat or harm to human health or safety as it relates to exposure to Hazardous Materials or the Environment.

“Environmental Law” means any current or future Applicable Law

pertaining to (a) the protection of the Environment, or health and safety as it relates to exposure to Hazardous Materials or (b) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage,

Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material.

“Environmental Liability” means any liability, claim, action, suit, agreement, judgment or order arising under or

relating to any Environmental Law for any damages, injunctive relief, losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether contingent or otherwise, including those directly

or indirectly resulting from or relating to: (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storage, treatment or disposal

of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threat of Release of any Hazardous Materials or (e) any contract or written agreement pursuant to which liability is assumed or imposed with

respect to any of the foregoing.

“Equity Interests” means any and all shares, interests,

participations or other equivalents (however designated) of capital stock or in the share capital of a corporation or company, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and

membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding (x) any Permitted Convertible Debt or other debt security that is convertible into, or

exchangeable for, any of the foregoing or (y) any Permitted Warrant Transaction or any Permitted Securities

Hedge Transaction prior to settlement, conversion or exchange thereof into or for securities that would otherwise constitute Equity Interests under this definition.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.

“ERISA Event” means any one or more of the following: (a) the failure to make a required contribution to any

Single Employer Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; (b) a

Reportable Event with respect to any Single Employer Plan; (c) the filing of a notice of intent to terminate any Single Employer Plan, if such termination would require material additional contributions in order to be considered a standard

termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Single Employer Plan or the termination of any Single Employer Plan under Section 4041(c) of

ERISA; (d) the institution by the PBGC of proceedings to terminate a Single Employer Plan pursuant to Section 4042 of ERISA; (e) the failure to meet the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or

303 of ERISA with respect to any Single Employer Plan, whether or not waived; (f) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect

to any Single Employer Plan; (g) a determination that any Single Employer Plan is, or is expected to be, in “at risk” status under Section 430 of the Code or Section 303 of ERISA; (h) a determination that any

Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA or “insolvent” within the meaning of Title IV of ERISA; or

(i) the complete or partial withdrawal of the Lead Borrower or its Subsidiaries or any Controlled Group member from a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation

Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro” or

“€” means the official lawful currency of the participating member states of the EMU.

“Event of

Default” means any event or condition identified as such in Section 7.1 hereof.

“Event of

Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of

such Property, or confiscation of such Property.

“Excess Interest” is defined in Section 10.18 hereof.

“Excluded Equity Interests” means (a) any capital stock or other Equity Interests of any Person with respect to

which the cost or other consequences (including any adverse tax consequences) of pledging such Equity Interests shall be excessive in view of the benefits to be obtained by the Lenders therefrom as reasonably determined by the Administrative Agent

and the Lead Borrower, (b) solely in the case of any pledge of voting Equity Interests of any CFC Holdco or any First-Tier Foreign Subsidiary that is a CFC, any voting Equity Interests in excess of 65.00% of the outstanding voting Equity

Interests of such entity, (c) any Equity Interests to the extent the pledge thereof would be prohibited by (i) any applicable law or would require governmental consent, approval, license or authorization (only to the extent such

prohibition is applicable and not rendered ineffective by the UCC or other applicable law) or (ii) contractual obligation binding on such Equity Interests on the Closing Date or if later, at the time of the acquisition of such Equity Interests

and not incurred in contemplation of such acquisition (only to the extent such prohibition is applicable and not rendered ineffective by the UCC or other applicable law), (d) margin stock or any interest in partnerships or joint ventures which

cannot be pledged without the consent of, or a pledge of which is restricted by (including as a result of a right of first refusal, call option or a similar right or a requirement to give notice that will trigger such right of first refusal, call

option or a similar right), one or more third parties other than the Lead Borrower or any of its Subsidiaries (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), and (e) the Equity Interests of

any (i) Immaterial Subsidiary (except to the extent the security interest in such Equity Interest may be perfected by the filing of a Form UCC-1 (or similar) financing statement), (ii) Unrestricted Subsidiary, (iii) Captive Insurance

Subsidiary, (iv) not-for-profit subsidiary, and (v) Receivables Financing Subsidiary.

“Excluded Property”

means (a) any Excluded Equity Interests, (b) any property to the extent that the grant of a Lien thereon (i) is prohibited by applicable law or contractual obligation, binding on such assets (including, without limitation, Capital

Leases) on the Closing Date (or if later, at the time of the acquisition of such asset and not incurred in contemplation of such acquisition) (only to the extent such prohibition is applicable and not rendered ineffective by the UCC or other

applicable law), (ii) requires the consent, approval, license or authorization of any

governmental authority pursuant to such applicable law or any third party pursuant to any contract between the Lead Borrower or any Subsidiary and such third party binding on such assets on the

Closing Date (or if later, at the time of the acquisition of such asset and not incurred in contemplation of such acquisition) or (iii) in the case of Equity Interests, other than with respect to the Equity Interests of a Borrower or any

Subsidiary Guarantor, would trigger a termination event pursuant to any “change of control” or similar provision binding on such assets on the Closing Date (or if later, at the time of the acquisition of such asset and not incurred in

contemplation of such acquisition) (in each case of clauses (i), (ii) and (iii) of this clause (b), after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (c) United States intent to use

trademark applications to the extent that, and solely during the period in which, the grant of a Lien thereon would impair the validity or enforceability of such intent to use trademark applications under applicable United States federal law,

(d) Property that is subject to a Lien securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred pursuant to this Agreement, if the contract or other agreement in which such Lien is granted (or the

documentation providing for such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Property, (e) commercial tort claims with a value (as reasonably estimated by the Lead

Borrower) of less than $30 million, (f) (i) any leasehold real property, (ii) any fee-owned real property and (iii) any real property located outside of the United States, (g) any letter of credit rights that cannot be

perfected by a UCC filing, (h) Receivables and Related Assets sold or accepted for sale (and subsequently sold) or otherwise subject to a security interest in connection with a Permitted Receivables Financing and (i) any direct proceeds,

substitutions or replacements of any of the foregoing, but only to the extent such proceeds, substitutions or replacements would otherwise constitute Excluded Property.

“Excluded Subsidiary” means (a) any Subsidiary that is prohibited by any applicable law, rule or regulation or by any

contractual obligation existing on the Closing Date (or, if later, the date of the acquisition of such Restricted Subsidiary and not incurred in contemplation of such acquisition) from guaranteeing the Obligations (only to the extent such

prohibition is applicable and not rendered ineffective) or would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such guarantee, (b) any Foreign Subsidiary, (c) any CFC Holdco or any

Subsidiary of a Foreign Subsidiary that is a CFC, (d) any Subsidiary that is not a Material Subsidiary, (e) any Receivables Financing Subsidiary, (f) any Captive Insurance Subsidiary, (g) any not-for-profit Subsidiary,

(h) any Subsidiary that is not a Wholly-owned Subsidiary, and (i) any other Subsidiary with respect to which the cost or other consequences (including any adverse tax consequences) of providing Collateral or guaranteeing the Obligations

shall be excessive in view of the benefits to be obtained by the Lenders therefrom as reasonably determined by the Administrative Agent and the Lead Borrower; provided that any Subsidiary that is a guarantor of Material Indebtedness of a Loan Party

may not constitute an Excluded Subsidiary hereunder.

“Excluded Swap Obligation” means, with respect to any Loan

Party, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the

extent that, and only for so long as, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal

under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to

constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee given by such Loan Party or the grant of such security interest, as applicable, becomes

effective with respect to such Swap Obligation.

“Excluded Taxes” means, with respect to the Administrative Agent

and each Lender, (i) any Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case imposed as a result of the Administrative Agent or such Lender, as applicable, being organized or

having its principal executive office (or, in the case of a Lender, its applicable Lending Office) located in, such jurisdiction (or any political subdivision thereof), or as a result of any other present or former connection between the

Administrative Agent or such Lender, as applicable, and such jurisdiction (or any political subdivision thereof), other than a connection arising from executing, delivering, entering into, performing its obligations under, receiving payments under,

receiving or perfecting a security interest under, engaging in any other transaction pursuant to, or enforcing any Loan Document, or selling or assigning an interest in any Loan or Loan Document, (ii) any Taxes attributable to a Lender’s

failure to comply with Section 10.1(c), (iii) in the case of a Lender (other than a Lender becoming a party hereto pursuant to the Lead Borrower’s request under Section 8.5), any U.S. federal withholding Taxes

imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or designates a new Lending

Office), except to the extent such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts or indemnification under Section 10.1,

or (iv) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Convertible Notes” means the

2028 Notes, the 2029 Notes and the 2030 Notes.

“Extended Revolving Credit Commitment” is defined in

Section 2.13(a)(ii) hereof.

“Extended Revolving Loans” is defined in Section 2.13(a)(ii)

hereof.

“Extension” is defined in Section 2.13(a) hereof.

“Extension Offer” is defined in Section 2.13(a) hereof.

“FATCA” means Sections 1471-1474 of the Code, as of the Closing Date (or any amended or successor version that is

substantively comparable and not materially more onerous to comply with), and any current or future Treasury Regulations promulgated thereunder or official guidance or interpretations issued pursuant thereto and any agreement entered into pursuant

to Section 1471(b)(1) of the Code as of the Closing Date (or any amended or successor version described above), any intergovernmental agreement implementing such sections of such Code, and any fiscal or regulatory legislation, rules or

practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such intergovernmental agreement.

“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds

transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate;

provided that if the Federal Funds Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement.

“Final Revolving Termination Date” means, as at any date, the

latest to occur of (a) the Revolving Credit Termination Date, (b) the latest termination date in respect of any outstanding Extended Revolving Credit Commitments and (c) the latest termination date in respect of any Replacement

Revolving Facility.

“First-Tier Foreign Subsidiary” means a Foreign Subsidiary the Equity Interests of which

are directly owned by the Lead Borrower or a Domestic Subsidiary that is not a Subsidiary of a Foreign Subsidiary.

“Fiscal

Quarter End Date” means the last day of each fiscal quarter of the Lead Borrower.

“Fitch” means Fitch, Inc.

“Fixed Amounts” is defined in Section 1.3(a) hereof.

“Fixed

Charge Coverage Ratio” means, as at any date of determination thereof, the ratio of (1) Consolidated Adjusted EBITDA of the Lead Borrower and its Restricted

Subsidiaries for the period of four fiscal quarters then ended to (2) the sum, without duplication, of (a) Consolidated Interest Expense of the Lead Borrower and its Restricted Subsidiaries for such period and (b) all cash dividend

payments (excluding items eliminated in consolidation) made by the Lead Borrower or its Restricted Subsidiaries during such period on any series of Disqualified Equity Interests or on any series of Permitted Mandatory Convertible Stock issued by the

Lead Borrower or any of its Restricted Subsidiaries, in each case, on a Pro Forma Basis.

“Floor” means the benchmark rate floor, if any, provided in this Agreement (as of the execution of this Agreement, the

modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate or Daily Simple SOFR, as applicable. For the avoidance of doubt the initial Floor for each of Term SOFR Rate and Daily Simple SOFR shall be 0%.

“Foreign Subsidiary” means each Subsidiary of the Lead Borrower that is not a Domestic Subsidiary.

“Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations” means the liability of the Lead

Borrower or any of its Restricted Subsidiaries that is (i) owing to any entity that was a Lender, an Agent or a Joint Lead Arranger or an Affiliate of a Lender, an Agent or a Joint Lead Arranger at the time the relevant transaction was entered

into or (ii) outstanding on the Closing Date and owing to any entity that is a Lender, an Agent or a Joint Lead Arranger or an Affiliate of a Lender, an Agent or a Joint Lead Arranger on the Closing Date, in each case, arising out of

(a) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from the deposit accounts of the Lead Borrower and/or any Restricted Subsidiary now or hereafter maintained,

(b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts and (c) any other deposit, disbursement, and Cash Management Services afforded to the Lead Borrower or

any such Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United

States of America, as in effect from time to time.

“Governmental Authority” means the government of the United States

of America, any other nation or any political subdivision thereof, whether federal, state, provincial, territorial, local or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).

“Grantors” means the Borrowers and the Subsidiary Guarantors.

“Guarantor” is defined in Section 4.2 hereof.

“Guaranty” is defined in Section 4.2 hereof.

“Hazardous Material” means any (a) asbestos, asbestos-containing materials, polychlorinated biphenyls and petroleum

(including crude oil or any fraction thereof) and (b) any substance, waste or material classified or regulated as “hazardous,” “toxic,” “contaminant” or “pollutant” or words of like import

pursuant to any Environmental Law.

“Hedge Agreement” means any interest rate, currency or commodity swap agreements,

cap agreements, collar agreements, floor agreements, exchange agreements, forward contracts, option contracts or similar interest rate or currency or commodity arrangements, but excluding any Permitted BondSecurities Hedge Transaction or any Permitted Warrant Transaction.

“Hedging

Liability” means Hedging Obligations (other than with respect to any Loan Party’s Hedging Liabilities that constitute Excluded Swap Obligations solely with respect to such Loan Party) owing by the Lead Borrower or any of its

Restricted Subsidiaries (a) to any entity that was a Lender, an Agent or a Joint Lead Arranger or an Affiliate of a Lender, an Agent or a Joint Lead Arranger at the time the relevant Hedge Agreement was entered into or (b) with respect to

Hedging Obligations outstanding on the Closing Date, to any entity that is a Lender, an Agent or a Joint Lead Arranger or an Affiliate of a Lender, an Agent or a Joint Lead Arranger on the Closing Date.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Hedge Agreements.

“IG Package” means the provisions, requirements, exceptions or baskets described in Section 2.12 and Article

6, other than those which specifically state that they only apply during a Non-IG Period.

“IG Trigger Date” means

the earlier of any Business Day on or after September 30, 2026 on which (a) the Lead Borrower has achieved a corporate family rating equal to or higher than the following from at least two of the following three ratings agencies:

(i) at least Baa3 from Moody’s, (ii) at least BBB- from S&P and (iii) at least BBB- from Fitch, in each case, with a stable or better outlook, and (b) the Administrative Agent shall have received a certificate from a

Responsible Officer of the Lead Borrower certifying as to the satisfaction of the foregoing.

“IG Period” means any period of time commencing on an IG Trigger Date

until a Non-IG Trigger Date.

“Immaterial Subsidiary” has the meaning set forth in the definition of “Material

Subsidiary.”

“Incremental Amendment” is defined in Section 2.12(a) hereof. “Incremental

Cap” means $1 billion.

“Incremental Facility” means (a) Incremental Revolving Credit Facility, and/or

(b) the commitments (if any) of Additional Revolving Lenders to make Incremental Revolving Loans in respect of any Revolving Credit Commitment Increase and the Incremental Revolving Loans in respect thereof.

“Incremental Revolving Credit Facility” is defined in Section 2.12(a) herein.

“Incremental Revolving Loans” means any revolving loans made under any Incremental Revolving Credit Facility or in respect

of any Revolving Credit Commitment Increase.

“Incur” is defined in Section 6.15(II)(a) hereof.

“Indebtedness” means for any Person (without duplication):

(a) all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured,

(b) all indebtedness for the deferred purchase price of Property,

(c) all indebtedness secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of Property

subject to such mortgage or Lien,

(d) all obligations under leases which shall have been or must be, in accordance with

GAAP, recorded as Capital Leases in respect of which such Person is liable as lessee,

(e) any liability in respect of

banker’s acceptances or letters of credit,

(f) any indebtedness of another Person, whether or not assumed, of the

types described in clauses (a) through (c) above or clause (h) below, secured by Liens on Property owned or acquired by such Person,

(g) any Attributed Principal Amount, and

(h) all Contingent Obligations in respect of indebtedness of the types described in clauses (a) through

(g) above,

provided that the term “Indebtedness” shall not include (i) trade payables and

accrued expenses arising in the ordinary course of business or consistent with past practice, (ii) any earn-out obligation in connection with an Acquisition except to the extent that the amount payable pursuant to such earnout becomes payable,

(iii) prepaid or deferred revenue arising in the ordinary course of business or consistent with past practice, (iv) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an

asset to satisfy warrants or other unperformed obligations of the seller of such asset

and, (v) any leases or guarantees of leases, in

each case that is not a Capital Lease, including of joint ventures or (vi) any Permitted Mandatory Convertible Stock,

any Permitted Warrant Transaction or any Permitted Securities Hedge Transaction. The amount of Indebtedness of any person for purposes of clause (f) above shall (unless such

indebtedness has been assumed by such person or is otherwise recourse to such person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such indebtedness and (B) the fair market value of the property encumbered

thereby.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect

to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Information” has the meaning provided in Section 10.23.

“Interest Coverage Ratio” means, as of the date of determination thereof, the ratio of (x) Consolidated Adjusted

EBITDA for the period of four fiscal quarters then ended to (y) Consolidated Interest Expense as of such date.

“Interest

Period” means, with respect to Term Benchmark Loans, the period commencing on the date a Borrowing of Term Benchmark Loans is advanced, continued or created by conversion and ending 1, 3 or 6 months thereafter (as selected by the

applicable Borrowers); provided, however, that:

(i) whenever the last day of any Interest Period would

otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day; and

(ii) a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next

calendar month; provided, however, that, if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such

Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the

Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Joint Lead Arrangers” means, collectively, JPMorgan Chase Bank, N.A., BNP Paribas, Citibank, N.A., Credit Agricole

Corporate and Investment Bank, Goldman Sachs Bank USA, HSBC Bank USA, National Association, MUFG Bank, Ltd. and TD Securities (USA) LLC.

“L/C Backstop” means, in respect of any Letter of Credit, (a) a

letter of credit delivered to the L/C Issuer which may be drawn by the L/C Issuer to satisfy any obligations of a Borrower in respect of such Letter of Credit or (b) cash or Cash Equivalents deposited with such L/C Issuer to satisfy any

obligation of a Borrower in respect of such Letter of Credit, in each case, in an amount not to exceed 103.00% of the undrawn face amount and any unpaid Reimbursement Obligations with respect to such Letter of Credit and on terms and pursuant to

arrangements (including, if applicable, any appropriate reimbursement agreement) reasonably satisfactory to the respective L/C Issuer.

“L/C Disbursement” means a payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit.

“L/C Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at

such time plus (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of a Borrower at such time. The L/C Exposure of any Lender at any time shall be its Revolver Percentage of the total L/C Exposure

at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or 3.14 of the ISP or Article 36 of

the UCP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount

of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof,

the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“L/C Issuer” means each of (a) JPMorgan Chase Bank, N.A., with respect to up to $25,436,410.00 of Letters of Credit,

(b) BNP Paribas, with respect to up to $24,937,660.00 of Letters of Credit, (c) Citibank, N.A., with respect to up to $24,937,655.00 of Letters of Credit, (d) Credit Agricole Corporate and Investment Bank, with respect to up to

$24,937,655.00 of Letters of Credit, (e) Goldman Sachs Bank USA, with respect to up to $24,937,655.00 of Letters of Credit, (f) HSBC Bank USA, National Association, with respect to up to $24,937,655.00 of Letters of Credit, (g) MUFG Bank,

Ltd., with respect to up to $24,937,655.00 of Letters of Credit, (h) The Toronto-Dominion Bank, New York Branch, with respect to up to $24,937,655.00 of Letters of Credit, and (i) and any other L/C Issuer designated pursuant to

Section 2.2(e) in each case in its capacity as an L/C Issuer, and its successors in such capacity as provided in Section 2.2(i). An L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by

Affiliates of such L/C Issuer, in which case the term L/C Issuer shall include any such Affiliates with respect to Letters of Credit issued by such Affiliate.

“L/C Obligations” means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid

Reimbursement Obligations.

“L/C Sublimit” means $200 million, as reduced pursuant to the terms hereof.

“Lead Borrower” is defined in the introductory paragraph of this

Agreement. “Lender-Related Person” is defined in Section 10.13(b) hereof.

“Lenders”

means the several banks and other financial institutions and other lenders from time to time party to this Agreement (excluding Disqualified Institutions), including each assignee Lender pursuant to Section 10.10 hereof.

“Lending Office” is defined in Section 8.6 hereof.

“Letter of Credit” is defined in Section 2.2(a) hereof.

“Letter of Credit Commitment” is defined in Section 2.2(a) hereof.

“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is,

or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by the L/C Issuers and not theretofore reimbursed by or on

behalf of a Borrower.

“Leverage Ratio” means, as of the date of determination thereof, the ratio of (x) Total

Funded Net Debt of the Lead Borrower and its Restricted Subsidiaries as of such date to (y) Consolidated Adjusted EBITDA for the period of four fiscal quarters then ended.

“Lien” means, with respect to any Property, any deed of trust, mortgage, lien, security interest, pledge, charge or

encumbrance in the nature of security in respect of such Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement; provided that in no event shall a lease that is

not a Capital Lease be deemed to constitute a Lien.

“Loan” means any Revolving Loan, any loan issued under any

Incremental Facility, any Extended Revolving Loan, any loan issued pursuant to the final paragraph of Section 10.11(a) hereof Loans under any Replacement Revolving Facility.

“Loan Documents” means this Agreement, the Guaranty (solely during a Non-IG Period), the Collateral Documents (solely

during a Non-IG Period) and, other than for purposes of, Section 10.11 the Notes (if any), the Letters of Credit, and any other agreement designated as a Loan Document by the Administrative Agent and the Lead Borrower.

“Loan Parties” means (i) the Borrowers and (ii) each Subsidiary Guarantor (solely during a Non-IG Period).

“Material Adverse Effect” means (a) a material adverse effect upon the business, assets, financial condition or

results of operations, in each case, of the Lead Borrower and its Restricted Subsidiaries taken as a whole, or (b) a material adverse effect upon the rights and remedies, taken as a whole, of the Administrative Agent and the Lenders under any

Loan Document.

“Material Indebtedness” means Indebtedness (other than the Obligations) of the Lead Borrower or any

Restricted Subsidiary in an aggregate principal amount exceeding $350 million.

“Material Intellectual Property” mean intellectual property of the

Lead Borrower or any Subsidiary that is material to the business of the Lead Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the Borrower).

“Material Subsidiary” means and includes (i) each Subsidiary that is a Restricted Subsidiary (other than an

Excluded Subsidiary pursuant to any provisions of the definition thereof other than clause (d)), except any Restricted Subsidiary that does not have (together with its Subsidiaries) at any time, (x) Consolidated Adjusted EBITDA representing

more than 5.00% of the Consolidated Adjusted EBITDA of the Lead Borrower and its Restricted Subsidiaries at such time or (y) Consolidated Total Assets representing more than 5.00% of the book value of the Consolidated Total Assets of the Lead

Borrower and its Restricted Subsidiaries at such time (any such Subsidiary, an “Immaterial Subsidiary” and all such Subsidiaries, the “Immaterial Subsidiaries”); provided that at no time shall

(a) the Consolidated Adjusted EBITDA of all Immaterial Subsidiaries equal or exceed 10.00% of the Consolidated Adjusted EBITDA of the Lead Borrower and its Restricted Subsidiaries or (b) the Consolidated Total Assets of all Immaterial

Subsidiaries equal or exceed 10.00% of the book value of the Consolidated Total Assets of the Lead Borrower and its Restricted Subsidiaries and (ii) each Restricted Subsidiary that the Lead Borrower has designated to the Administrative Agent in

writing as a Material Subsidiary.

“Maximum Rate” is defined in Section 10.18 hereof.

“Minimum Extension Condition” is defined in Section 2.13(b) hereof.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means any “employee pension benefit plan” covered by Title IV of ERISA or subject

to the minimum funding standards under Section 412 of the Code that is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the

Controlled Group (including the Lead Borrower) is then making or accruing an obligation to make contributions or has within the preceding six (6) plan years made or been obligated to make contributions.

“Non-Cash Charges” means (a) any impairment charge or asset write-off or write-down related to intangible

assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (b) all non-cash losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the

non-cash impact of purchase or recapitalization accounting and (e) all other non-cash charges (provided that, in each case, if any non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash

payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards,

limited liability company or partnership interest-based awards and similar incentive-based compensation awards or arrangements.

“Non-Consenting Lender” is defined in Section 8.5 hereof.

“Non-IG Package” means the provisions, requirements, exceptions or baskets described in

Section 2.12 and Article 6, other than those that specifically state that they only apply during an IG Period.

“Non-IG Period” means (i) the period from and including the Closing Date until the occurrence of an IG Trigger

Date and (ii) any period of time following a Non-IG Trigger Date until the occurrence of an IG Trigger Date.

“Non-IG

Trigger Date” means any day following an IG Trigger Date on which (i) the Borrower’s corporate family rating shall be less than the following from at least two of the following ratings agencies: (x) Baa3 from Moody’s,

(y) BBB- from S&P or (z) BBB- from Fitch or (ii) the Borrower notifies the Administrative Agent in writing that it has elected to terminate an IG Period.

“Note” and “Notes” is defined in Section 2.10(d) hereof.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and

(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the

term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further,

that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all obligations of the Borrowers to pay principal and interest on the Loans, all Reimbursement

Obligations, all fees and charges payable hereunder, and all other payment obligations of the Lead Borrower or any of its Restricted Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing or hereafter

arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, including all interest, fees and other amounts which, but for the filing of any insolvency or bankruptcy proceeding with respect to

any Loan Party, would have accrued on any Obligations, whether or not a claim is allowed against such Loan Party for such interest, fees or other amounts in such proceeding; provided that, notwithstanding anything to the contrary, the

Obligations shall exclude any Excluded Swap Obligation.

“Other Applicable Indebtedness” is defined in

Section 2.7(c)(ii) hereof.

“Other Taxes” is defined in Section 10.4 hereof.

“Outbound Investment Rules” means the regulations administered and

enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation, as of the date of this Agreement, and as codified at 31

C.F.R. § 850.101 et seq.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight

federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to

time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Participant”

is defined in Section 10.10(d) hereof.

“Participant Register” is defined in Section 10.10(d)

hereof.

“Participating Interest” is defined in Section 2.2(d) hereof.

“Participating Lender” is defined in Section 2.2(d) hereof.

“Patriot Act” is defined in Section 5.21(b) hereof.

“Payment” is defined in Section 9.13(a)(x) hereof.

“Payment Notice” is defined in Section 9.13(b)(x) hereof.

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

“Permitted Acquisition”means any Acquisition by the Lead Borrower or a Restricted Subsidiary with respect to which all

of the following conditions shall have been satisfied:

(a) after giving effect to the Acquisition, the Lead Borrower is in

compliance with Section 6.13 hereof;

(b) solely during any Non-IG Period, the Total Consideration for any

acquired business that does not become a Subsidiary Guarantor (or the assets of which are not acquired by a Borrower or a Subsidiary Guarantor), when taken together with the Total Consideration for all such acquired businesses acquired after the

Closing Date, does not exceed the sum of (i) the greater of $350 million and 25% of Consolidated Adjusted EBITDA plus (ii) the Available Amount at such time plus (iii) amounts available under Section 6.18(d),

(e) and (f) (which amounts, if so utilized pursuant to this clause (b), shall reduce the corresponding amounts available under such Sections); provided that this clause (b) shall not apply to the extent (x) the relevant

Acquisition is made with proceeds of sales of, or contributions to, the common equity of the Lead Borrower or (y)(1) the Person so acquired (or the Persons owning such assets so acquired) (A) has its primary headquarters in the United States,

(B) is organized under the Applicable Laws of the United States, any state thereof, or the District of Columbia and (C) becomes a Subsidiary Guarantor even though such Person owns Equity Interests in Persons that are not otherwise required

to become Subsidiary Guarantors and (2) the assets owned by subsidiaries of such Person that do not become Subsidiary Guarantors do not comprise more than 40% of the assets of the consolidated target (determined by reference to the book value

of such assets);

acquired as a result of or in connection with the Acquisition, such new Subsidiary shall be a Domestic Subsidiary and the Lead Borrower shall have complied with the requirements of Article 4 hereof in connection therewith (as and when

required by Article 4); and

(d) (i) no Event of Default (or in the case of Permitted Acquisitions whose

consummation is not conditioned on the availability of, or on obtaining, third party financing and for which third party financing is committed or otherwise obtained, no Event of Default under Section 7.1, (j) or (k))

shall exist and (ii) the Leverage Ratio does not exceed 3.00:1.00, in the case of each of clauses (i) and (ii), on the date the relevant Acquisition is consummated and after giving effect thereto, or, at the Lead Borrower’s election,

the date of the signing of the acquisition agreement with respect thereto; provided that if the Lead Borrower has made such an election, in connection with the calculation of any ratio with respect to the incurrence of Indebtedness or Liens,

or the making of investments, Distributions, Restricted Debt Payments, asset sales, fundamental changes or the designation of an Unrestricted Subsidiary on or following such date and until the earlier of the date on which such Acquisition is

consummated or the definitive agreement for such Acquisition is terminated or expires, such ratio shall be calculated on a Pro Forma Basis assuming such Acquisition and any other Specified Transactions in connection therewith (including the

incurrence of Indebtedness) have been consummated, except to the extent such calculation would result in a lower Leverage Ratio than would apply if such calculation was made without giving Pro Forma Effect to such Acquisition, other Specified

Transactions and Indebtedness.

“Permitted

Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative

transaction) on the Lead Borrower’s common stock purchased by the Lead Borrower in connection with the pricing, issuance or amendment of any Permitted

Convertible Debt; provided that the purchase price for any Permitted

Bond Hedge Transaction, less the proceeds received by the Lead

Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Lead Borrower from the sale of Permitted

Convertible Debt issued in connection with the related Permitted

Bond Hedge Transaction.

“Permitted Convertible Debt” means (i) the Existing Convertible Notes and (ii) other unsecured

Indebtedness of a Loan Party permitted to be incurred pursuant to the terms of this Agreement that (a) as of the date of issuance thereof contains customary conversion or exchange rights and redemption and/or customary offer to repurchase

rights for transactions of such type (in each case, as determined by the Lead Borrower in good faith) and (b) is convertible or exchangeable into shares of common stock of the Lead Borrower, cash or a combination thereof (such amount of cash

determined by reference to the price of the Lead Borrower’s common stock), and cash in lieu of fractional shares of common stock of the Lead Borrower.

“

Permitted Mandatory Convertible

Stock” means the (i) 2026 Mandatory Convertible Preferred Stock and (ii) any other Equity

Interests issued by the Lead Borrower that are or will become, after the passage of a specified amount of time or upon the occurrence of a specified event, mandatorily convertible into or mandatorily exchangeable for common stock of the Lead

Borrower, in each case, on substantially the same (or more favorable to the Lead Borrower (in the good faith determination of the Lead Borrower)) terms as the 2026 Mandatory Preferred Convertible Stock.

“Permitted

Securities

Hedge

Transaction” means any call or capped call option (or substantively equivalent derivative

transaction) on the Lead Borrower’s common stock purchased by the Lead Borrower in connection with the pricing, issuance or amendment of any instrument exercisable, convertible or exchangeable into common stock of the Lead Borrower, cash or a combination of common stock in the

Lead Borrower and cash (including, but not limited to, any Permitted Convertible Debt or any Permitted Mandatory Convertible Stock);

provided that the purchase price for any Permitted

Securities Hedge Transaction, less the proceeds received by the Lead Borrower from the sale of any

related Permitted Warrant Transaction (if any), does not exceed the net proceeds received by the Lead Borrower from the sale of any such instrument exercisable, convertible or exchangeable into the common stock of the Lead Borrower, cash, or a combination of common

stock in the Lead Borrower and cash (including, but not limited to, any Permitted Convertible Debt or any Permitted Mandatory Convertible

Stock) issued in connection with the related Permitted Securities Hedge Transaction.

“Permitted Liens” is defined in Section 6.16(I) hereof. “Permitted Period” is defined in

Section 6.18 hereof.

“Permitted Receivables Financing” means any transaction or series of

transactions that may be entered into by the Lead Borrower or any Restricted Subsidiary (including any Receivables Financing Subsidiary) pursuant to which it (x) sells, conveys, pledges or contributes to capital or otherwise transfers (which

sale, conveyance, contribution to capital or transfer may include or be supported by the grant of a security interest in) Receivables or interests therein and all collateral securing such Receivables, all contracts and contract rights, purchase

orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees, indemnities, warranties or other obligations in respect of such Receivables, any other assets that are customarily transferred or

in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the

“Related Assets”), all of which such sales, conveyances, contributions to capital or transfers shall be made by the transferor for fair value as reasonably determined by the Lead Borrower (calculated in a manner typical for such

transactions including a fair market discount from the face value of such Receivables) (a) to a trust, partnership, corporation or other Person (other than the Lead Borrower or any Subsidiary other than any Receivables Financing Subsidiary),

which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests or other securities that are to receive payments from,

or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in such Receivables and Related Assets, or (b) directly to one or more investors or other purchasers (other than the Lead Borrower or

any Subsidiary) (each of the Persons described in the these clauses (a) and (b), a “Receivables Financier”), it being understood that a Permitted Receivables Financing may involve (i) one or more sequential transfers or

pledges

of the same Receivables and Related Assets, or interests therein (such as a sale, conveyance or other transfer to any Receivables Financing Subsidiary followed by a pledge of the transferred

Receivables and Related Assets to secure Indebtedness incurred by the Receivables Financing Subsidiary), and all such transfers, pledges and Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing, and

(ii) periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and

Related Assets, or interests therein or (y) incurs Indebtedness provided by one or more Receivables Financiers and which Indebtedness is secured solely by Receivables and/or Related Assets; provided that any such transactions shall provide for

recourse to any relevant Receivables Financing Subsidiary and for any other Restricted Subsidiary or the Lead Borrower (as applicable) only in respect of the cash flows in respect of such Receivables and Related Assets and to the extent of breaches

of representations and warranties relating to the Receivables, dilution of the Receivables, customary indemnities and other customary securitization undertakings in the jurisdiction relevant to such transactions; provided that the Outstanding

Purchase Amount (as defined in the 2025 RPA) with respect to the 2025 RPA shall not exceed $2,000,000,000 at any time; provided, further that the Attributed Principal Amount of all Permitted Receivables Financings shall not exceed the aggregate at

any time outstanding of: (x) with respect to Indebtedness arising pursuant to 2025 RPA, taken together with amounts incurred under the following clause (y), the greater of $2,000,000,000 and 100% of Consolidated Adjusted EBITDA (and any

Refinancing Indebtedness in respect thereof), (y) with respect to Indebtedness incurred by a Receivables Financing Subsidiary, taken together with amounts incurred under the preceding clause (x), the greater of $2,000,000,000 and 100% of

Consolidated Adjusted EBITDA in the and (z) with respect to Indebtedness otherwise incurred by the Lead Borrower or any Restricted Subsidiary (other than any Receivables Financing Subsidiary) the greater of $500 million and 35% of Consolidated

Adjusted EBITDA.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or

substantively equivalent derivative transaction) relating to the Lead Borrower’s common stock sold by the Lead Borrower substantially concurrently with any purchase by a Loan Party of a Permitted BondSecurities Hedge Transaction and

settled in common stock of the Lead Borrower, cash or a combination thereof (such amount of cash determined by reference to the price of the Lead Borrower’s common stock), and cash in lieu of fractional shares of common stock of the Lead

Borrower; provided that the terms, conditions and covenants of each such transaction shall be such as are customary for transactions of such type (as determined by the Lead Borrower in good faith).

“Person” means any natural person, partnership, corporation, limited liability company, association, trust, unincorporated

organization or any other entity or organization, including a government or agency or political subdivision thereof.

“Plan” means any Single Employer Plan or Multiemployer Plan.

“Platform” has the meaning assigned to such term in Section 10.25.

“Post-Transaction Period” means, with respect to any Specified Transaction, the period beginning on the date such Specified

Transaction is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

“Primary Obligations” has the meaning provided in the definition of

“Contingent Obligation”.

“Primary Obligor” has the meaning provided in the definition of “Contingent

Obligation”.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime

Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the

“bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by

the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Pro Forma Adjustment” means, for any period that includes all or any part of a fiscal quarter included in any

Post-Transaction Period, the pro forma increase or decrease in Consolidated Adjusted EBITDA projected by the Lead Borrower in good faith based on the Lead Borrower’s reasonable assumptions as a result of (a) actions taken, prior to or

during such Post-Transaction Period, for the purposes of realizing reasonably identifiable and factually supportable cost savings within 18 months of the date thereof, or (b) any additional costs incurred prior to or during such

Post-Transaction Period to effect operating expense reductions and other operating improvements or cost synergies reasonably expected to result from a Specified Transaction; provided that, (A) so long as such actions are taken prior to

or during such Post-Transaction Period or such costs are incurred prior to or during such Post-Transaction Period it may be assumed, for purposes of projecting such pro forma increase or decrease to Consolidated Adjusted EBITDA, that such cost

savings will be realizable during the entirety of such period, or such additional costs will be incurred during the entirety of such period, and (B) any such pro forma increase or decrease to Consolidated Adjusted EBITDA shall be without

duplication for cost savings or additional costs already included in Consolidated Adjusted EBITDA for such period. Notwithstanding the foregoing, any Pro Forma Adjustment to Consolidated Adjusted EBITDA for any period, together with any amounts

added back pursuant to clauses (a)(vii) and (a)(ix) of the definition of “Consolidated Adjusted EBITDA” for such period, shall not exceed the greater of $210 million and 15 % of Consolidated Adjusted EBITDA for such

period (calculated prior to such add-back).

“Pro Forma Basis,” “Pro Forma Compliance”

and “Pro Forma Effect” means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the

following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the

property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all capital stock in any Subsidiary of the Lead Borrower or any division or product line of the Lead

Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or investment

described in the definition of the term “Specified Transaction,” shall be included, (b) any retirement or repayment of Indebtedness, (c) any Indebtedness incurred by the

Lead Borrower or any of its Subsidiaries in connection therewith and if such indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the

rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination and (d) the acquisition of any property or assets, whether pursuant to any Specified Transaction or any Person becoming a Subsidiary or

merging, amalgamating or consolidating with or into the Lead Borrower or any of its Subsidiaries or the Lead Borrower or any of its Subsidiaries; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause

(A) above (but without duplication thereof or in addition thereto), the foregoing pro forma adjustments described in clause (a) above may be applied to any such test or covenant solely to the extent that such adjustments are consistent

with the definition of “Consolidated Adjusted EBITDA” and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact

on the Lead Borrower and its Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment.”

“Property” means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by

such Person whether or not included in the most recent balance sheet of such Person and its Subsidiaries under GAAP.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption

may be amended from time to time.

“Public Lender” is defined in Section 10.25(a) hereof.

“Purchase” is defined in Section 2.7(a)(ii) hereof.

“Qualified Public Offering”means the issuance by the Lead Borrower of its common Equity Interests in an underwritten

primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act of

1933, as amended.

“QFC” has the meaning assigned to the term “qualified financial contract”

in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” is defined in

Section 10.28 hereof.

“RCRA” means the Solid Waste Disposal Act, as amended by the Resource

Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq., and any future amendments.

“Receivables” means accounts receivable (including all rights to payment created by or arising from the sale of goods,

leases of goods or the rendition of services, no matter how evidenced (including in the form of a chattel paper)).

“Receivables

Financing Subsidiary” means any Wholly-owned Subsidiary of the Lead Borrower formed solely for the purpose of, and that engages only in, one or more Permitted Receivables Financings.

“Reference Time” with respect to any setting of the then-current

Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting or (2) if such Benchmark is not the Term SOFR Rate, the time determined by the

Administrative Agent in its reasonable discretion.

“Refinancing Amendment” is defined in

Section 2.14(c) hereof.

“Refinancing Effective Date” is defined in Section 2.14(a) hereof.

“Refinancing Indebtedness” means any incurrence by the Lead Borrower or any Restricted Subsidiary of

Indebtedness which serves to refund or refinance other Indebtedness or any Indebtedness issued to so refund, replace or refinance (herein, “refinance”) such Indebtedness, including, in each case, additional Indebtedness incurred

to pay accrued but unpaid interest, premiums (including tender or conversion or exchange premiums), defeasance costs and fees and expenses in connection therewith; provided that such Refinancing Indebtedness:

(i) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the

remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced and does not have a scheduled maturity date earlier than that of the Indebtedness being refunded or refinanced;

(ii) to the extent such Refinancing Indebtedness refinances Indebtedness that was originally subordinated or pari passu

to the Obligations, such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded;

(iii) shall not include Indebtedness of a non-Loan Party that refinances Indebtedness of a Loan Party; and

(iv) is only secured if and to the extent and with the priority the Indebtedness being refinanced or refunded is secured, and

if such Indebtedness is subject to an intercreditor agreement, the holders of such Refinancing Indebtedness or their representative on their behalf shall become party to such intercreditor agreement.

“Refunding Capital Stock” is defined in Section 6.19(g) hereof.

“Register” is defined in Section 10.10(c)(i) hereof.

“Reimbursement Obligations” is defined in Section 2.2(c) hereof.

“Related Assets” has the meaning specified in the definition of “Permitted Receivables Financing”.

“Related Parties” means, with respect to any Person, such

Person’s Affiliates and the partners, directors, trustees, officers, administrators, employees and agents of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,

dumping, disposing or migration on, at, under, into or through the Environment.

“Relevant Governmental Body”

means the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Replacement Revolving Credit Commitments” is defined in Section 2.14(a) hereof. “Replacement

Revolving Facility” is defined in Section 2.14(a) hereof.

“Replacement Revolving Facility Effective

Date” is defined in Section 2.14(a) hereof. “Replacement Revolving Loans” is defined in Section 2.14(a) hereof.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to

which the thirty day notice period is waived under subsections 27, 28, 29, 30, 31, 32, 34 or 35 of PBGC Regulation Section 4043.

“Required Lenders” means, as of the date of determination thereof, Lenders whose outstanding Loans and interests in

Letters of Credit and Unused Revolving Credit Commitments constitute more than 50.00% of the sum of the total outstanding Loans, interests in Letters of Credit and Unused Revolving Credit Commitments; provided that the Revolving Credit

Commitment of, and the portion of the outstanding Loans, interests in Letters of Credit and Unused Revolving Credit Commitments held or deemed held by, any Defaulting Lender (so long as such Lender is a Defaulting Lender) shall be excluded for

purposes of making a determination of Required Lenders.

“Resolution Authority” means an EEA Resolution

Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible

Officer” of any Person means any executive officer (including, without limitation, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, director, controller, any vice president, secretary and

assistant secretary), any authorized Person or financial officer of such Person, any other officer or similar official or authorized Person thereof with responsibility for the administration of the obligations of such Person in respect of this

Agreement, and with respect to any Loan Party that is a limited liability company, any manager thereof appointed pursuant to the organizational documents of such Loan Party.

“Restricted Debt Payment”is defined in Section 6.21(a) hereof.

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary. As of the Closing Date, all of

the Subsidiaries of the Lead Borrower will be Restricted Subsidiaries.

“Revolver Percentage” means, for each Revolving Lender, the percentage of

the aggregate Revolving Credit Commitments represented by such Revolving Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Revolving Lender (including through

participation interests in Reimbursement Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding.

“Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to

participate in Letters of Credit issued for the account of a Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 1

and made a part hereof, as the same may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof. The aggregate amount of the Revolving Lenders’ Revolving Credit Commitments on the Closing Date

is $2,000,000,000.

“Revolving Credit Commitment Increase” is defined in Section 2.12(a) hereof.

“Revolving Credit Termination Date” means the earliest of (a) December 29, 2030 and (b) such earlier date on

which the Revolving Credit Commitments are terminated in whole pursuant to Section 2.9, Section 7.2 or Section 7.3 hereof.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the

Revolving Credit Commitments, that Lender’s Revolving Credit Commitment; and (ii) after the termination of the Revolving Credit Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that

Lender, (b) in the case of an L/C Issuer, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit) and (c) the aggregate amount of all

participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit.

“Revolving Facility” means the credit facility for making Revolving Loans and issuing Letters of Credit described in

Sections 2.2 and 2.3 hereof.

“Revolving Lender” means any Lender holding all or a portion

of the Revolving Facility.

“Revolving Loan” is defined in Section 2.1 hereof and, as so

defined, includes a Base Rate Loan or a Term Benchmark Loan, each of which is a “type” of Revolving Loan hereunder.

“Revolving Note” is defined in Section 2.10(d) hereof.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial

Services LLC business.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by

the Lead Borrower or a Restricted Subsidiary of the Lead Borrower on the Closing Date or thereafter acquired by the Lead Borrower or a Restricted Subsidiary of the Lead Borrower whereby the Lead Borrower or such Borrower’s Restricted

Subsidiary transfers such property to a Person and the Lead Borrower or the Lead Borrower’s Restricted Subsidiary leases it from such Person.

“Sanctioned Country” means, at any time, any country or territory

that is, or whose government is, the subject or target of any Sanctions that broadly restrict or prohibit trade and investment or other dealings with that country, territory or government. As of the Closing Date, the following countries or

territories are “Sanctioned Countries”: Cuba, Iran, North Korea, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic of Ukraine; and Syria, prior to

June 30, 2025.

“Sanctioned Person” means, at any time, any Person with whom dealings are restricted

or prohibited under Sanctions, including, without limitation, (a) any Person listed in any Sanctions-related list of designated Persons maintained and published by the U.S. government (including, the Office of Foreign Assets Control of the U.S.

Department of the Treasury, the U.S. Department of State, and the U.S. Department of Commerce), the United Nations Security Council, the European Union, any Member State of the European Union, the Hong Kong Monetary Authority or the United Kingdom,

(b) the Government of Venezuela or any Governmental Authority or governmental instrumentality of a Sanctioned Country, (c) any Person owned or controlled 50% or more by, or acting for the benefit of or on behalf of, any Person or Persons

described in clauses (a) or (b), or (d) any Person located, operating, organized or resident in a Sanctioned Country.

“Sanctions” means any economic or trade sanctions enacted, imposed, administered or enforced by the U.S. government

(including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the U.S. Department of Commerce), the United Nations Security Council, the European Union, any European Union Member State, the

Hong Kong Monetary Authority or the United Kingdom.

“

Second

Amendment” means that certain Amendment No. 2 to Credit Agreement, dated as of June 10, 2026, by

and among, the Lead Borrower, the Lenders party thereto and the Administrative Agent.

“

Second Amendment Effective

Date” has the meaning given to such term in the Second Amendment. For the avoidance of doubt, the Second

Amendment Effective Date occurred on June 10, 2026.

“Secured Parties” has the meaning

assigned to that term in the Security Agreement.

“Security Agreement” means that certain Security

Agreement, substantially in the form of Exhibit I, dated as of the Closing Date by and between the Loan Parties party thereto and the Administrative Agent.

“Security Agreement Supplement” means an Assumption and Supplemental Security Agreement in the form attached to the

Security Agreement as Schedule F.

“Significant Subsidiary” means any Subsidiary of the Lead Borrower

that would be a “significant subsidiary” of the Lead Borrower within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Single Employer Plan” means any “employee pension benefit

plan” covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that either is, or was within the preceding six (6) years, maintained by a member of the Controlled Group (including the

Lead Borrower) for current or former employees of a member of the Controlled Group (including the Lead Borrower).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing

rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at

http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvency Certificate” means a Solvency Certificate substantially in the form of Exhibit D to this

Agreement.

“specified date” has the meaning assigned to such term in the definition of the term

“Fiscal Quarter End Date.”

“Specified Transaction” means, with respect to any period,

(a) the Transactions, (b) any Acquisition or the making of other investments pursuant to which all or substantially all of the assets or stock of a Person (or any line of business or division thereof) are acquired, (c) the disposition

of all or substantially all of the assets or stock of a Subsidiary (or any line of business or division of the Lead Borrower or such Subsidiary), (d) any retirement or repayment of Indebtedness or (e) any other event that by the terms of

the Loan Documents requires Pro Forma Compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis or after giving Pro Forma Effect thereto.

“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization

more than 50.00% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent corporation or

organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of the Lead Borrower or of any of its direct or indirect Subsidiaries.

“Subsidiary Guarantor” is defined in Section 4.2hereof.

“Swap Obligation” has the meaning assigned to that term in the definition of “Excluded Swap

Obligation.”

“Taxes” means all present or future taxes, levies, imposts, duties, deduction,

withholdings (including backup withholding), value added taxes, sales and use taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing,

refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Term SOFR Rate.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of “Term SOFR Reference

Rate”.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable

to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate

is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time

(such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative

Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR

Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term

SOFR Determination Day.

“Termination Date” is defined in the lead-in of Article 6 hereof.

“Total Consideration” means the total amount (but without duplication) of (a) cash paid in connection with any

Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered

to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

“Total Funded Net Debt” means, at any time the same is to be determined, the aggregate amount of all Indebtedness

under clauses (a), (c), (d) and (e) of such definition (to the extent, in the case of clause (e), that such obligations are funded obligations that have not been reimbursed within two Business Days

following the funding thereof) of the Lead Borrower and its Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP, less Unrestricted Cash.

“Transactions” means the establishment of the Revolving Credit Commitments on the Closing Date and the payment of

fees and expenses in connection therewith.

“Trade Date” has the is defined in

Section 10.10(b)(ii)(A) hereof. “Tranche” is defined in Section 2.13(a) hereof.

“Treasury

Capital Stock” is defined in Section 6.19(g) hereof.

“Treasury Regulations” means the regulations issued by the

Internal Revenue Service under the Code, as such regulations may be amended from time to time.

“UCC”

means the Uniform Commercial Code or any successor provision thereof as in effect from time to time (except as otherwise specified) in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or

statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended

from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which

includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having

responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the

applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unrestricted Cash”

shall mean, on any date of determination, the cash or cash equivalents of the Lead Borrower and the Restricted Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Lead Borrower and the Restricted

Subsidiaries.

“Unrestricted Subsidiary” means (a) any Subsidiary designated by the Lead Borrower as

an Unrestricted Subsidiary pursuant to Section 6.9 subsequent to the Closing Date and (b) any Subsidiary of an Unrestricted Subsidiary.

“Unused Revolving Credit Commitments” means, at any time, the difference between the Revolving Credit Commitments

then in effect and the aggregate outstanding principal amount of Revolving Loans and L/C Obligations.

“U.S.

Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its

members be closed for the entire day for purposes of trading in United States government securities.

“U.S.

Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” is defined in Section 10.1(c)(ii)(B)(iii) hereof.

“Voting Stock” of any Person means capital stock, shares or other Equity Interests of any class or classes (however

designated) having ordinary power for the election of directors or other similar governing body of such Person (including, without limitation, general partners of a partnership), other than stock, shares or other Equity Interests having such power

only by reason of the happening of a contingency.

“Weighted Average Life to Maturity” means, when applied to any

Indebtedness at any date, the quotient obtained by dividing:

(a) the sum of the products of the number of years from the

date of determination to the date of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment; by

(b) the sum of all such payments.

“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.

“Wholly-owned Subsidiary” means, at any time, any Subsidiary of which all of the issued and outstanding shares of

capital stock (other than directors’ qualifying shares and shares held by a resident of the jurisdiction, in each case, as required by law) or other Equity Interests are owned by any one or more of the Lead Borrower and the Lead

Borrower’s other Wholly-owned Subsidiaries at such time.

“Write-Down and Conversion Powers” means,

(a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion

powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability

of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or

instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2 Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in

such other Loan Document:

(a) Terms Generally. The meanings of defined terms are equally applicable to the singular and plural

forms of the defined terms. The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any

particular provision thereof. Unless otherwise specified therein, references in a particular agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or

sub-clause in, such agreement. The term “including” is by way of example and not limitation. The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements

and other writings, however evidenced, whether in physical or electronic form. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. In the computation of periods of time from a

specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means

“to and including.” The words “asset”

and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts

and contract rights. Unless the context requires otherwise, any definition of or reference to any agreement, instrument or other document herein or in any Loan Document shall be construed as referring to such agreement, instrument or other document

as from time to time amended, restated, amended and restated, supplemented or otherwise modified, extended, refinanced or replaced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements,

supplements or modifications, extensions, refinancings or replacements set forth herein or in any other Loan Document). All terms that are used in this Agreement or any other Loan Document which are defined in the UCC of the State of New York shall

have the same meanings herein as such terms are defined in the New York UCC, unless this Agreement or such other Loan Document shall otherwise specifically provide.

(b) Times of Day. All references to time of day herein are references to New York City, New York time unless otherwise specifically provided.

(c) Accounting Terms; GAAP. Where the character or amount of any asset or liability or item of income or expense is required to be

determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP, (a) except as otherwise provided herein in the definition of “Capital

Lease” and (b) without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or

Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities by the Lead Borrower or any Subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in

respect of convertible debt instruments under Accounting Standards Codification 470-20, Accounting Standards Update 2020-06 or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect to value

any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.3 Certain Determinations.

(a) In calculating the Leverage Ratio for purposes of determining the permissibility of any incurrence of Indebtedness hereunder with respect

to the amount of any Indebtedness incurred in reliance on a provision of this Agreement that does not require compliance with a Leverage Ratio test (any such amounts, the “Fixed Amounts”) which is incurred substantially

concurrently with any Indebtedness incurred in reliance on a provision of this Agreement that requires compliance with a Leverage Ratio test, it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in

the calculation of Indebtedness for purposes of such Leverage Ratio test; provided that notwithstanding the foregoing, any provision of this Agreement requiring Pro Forma Compliance with Section 6.23 (or any part thereof),

including in connection with a transaction, such as a Permitted Acquisition, must be satisfied on a Pro Forma Basis, including for the incurrence of Indebtedness, regardless of the provision under which such Indebtedness is or will be incurred.

(b) Notwithstanding anything to the contrary herein, financial ratios and tests (including the Leverage Ratio (and the components thereof))

contained in this Agreement that are calculated with respect to any test period shall be calculated on a Pro Forma Basis.

Section 1.4 Change in Accounting Principles. If, after the Closing Date, there

shall occur any change in GAAP (except as otherwise provided herein in the definition of “Capital Lease”) from those used in the preparation of the financial statements referred to in Section 6.1 hereof and such change shall

result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Lead Borrower or the Required Lenders may by notice to the Lenders and the Lead Borrower, respectively, require that the

Lenders and the Lead Borrower negotiate in good faith to amend such covenants, standards, and term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial

condition of the Lead Borrower and its Restricted Subsidiaries shall be the same as if such change had not been made. No delay by the Lead Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a

negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 1.4, financial covenants (and all related defined terms) shall be computed and

determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Lead Borrower shall neither be deemed to be in compliance with any covenant hereunder nor out of

compliance with any covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the Closing Date.

Section 1.5 Currency Generally. Each provision of this Agreement shall be subject to such reasonable changes of construction as

the Administrative Agent may from time to time specify with the Lead Borrower’s consent to appropriately reflect a change in currency of any country, the adoption of the Euro by any member state of the European Union and any relevant market

convention or practice relating to such change in currency or relating to the Euro.

Section 1.6 Interest Rates; Benchmark

Notifications. The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event,

Section 8.3(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,

submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or

characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any

existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any

alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its

reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no

liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses

or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.7 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under

Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed

to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of

its Equity Interests at such time.

Section 1.8 Additional Currencies.

(a) The Lead Borrower may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a currency other than

Dollars; provided that each such currency is a lawful currency that is readily available, freely transferable and not restricted and able to be converted into Dollars. In the case of any such request with respect to the making of Revolving

Loans, such request shall be subject to the approval of the Administrative Agent and each Revolving Lender; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the

Administrative Agent, each Revolving Lender and the applicable L/C Issuer.

(b) Any such request shall be made to the Administrative Agent

not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of

Credit, the applicable L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request

pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Revolving Lenders and the applicable L/C Issuers thereof. Each Revolving Lender (in the case of any such request pertaining to Revolving Loans) or the Revolving

Lenders and the applicable L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent not later than 11:00 a.m. ten (10) Business Days after receipt of such request whether it consents, in its

sole discretion, to the making of Revolving Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Revolving Lender or L/C Issuer, as the case may be, to respond to such request within the time period specified in the

preceding clause (c) shall be deemed to be a refusal by such Revolving Lender or L/C Issuer, as the case may be, to permit Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative

Agent and all the Revolving Lenders consent to making Revolving Loans in such requested currency and the Administrative Agent and such Revolving Lenders reasonably determine that an appropriate interest rate is available to be used for such

requested currency, the Administrative Agent shall so notify the Lead Borrower and, upon the Lead Borrower’s consent to

the appropriate interest rate, (i) the Administrative Agent, such Revolving Lenders and the Lead Borrower may amend this Agreement to the extent necessary to add the applicable rate for such

currency and any applicable adjustment for such rate (and any other administrative changes in the Administrative Agent’s reasonable discretion in consultation with the Lead Borrower) and (ii) to the extent this Agreement has been amended

to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an available currency for purposes of any Borrowings of Revolving Loans. If the Administrative Agent, the Revolving Lenders and the

applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Lead Borrower and (i) the Administrative Agent, the Revolving Lenders, the L/C Issuer and the Lead

Borrower may amend this Agreement to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate (and any other administrative changes in the Administrative Agent’s reasonable discretion in

consultation with the Lead Borrower) and (ii) to the extent this Agreement has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an available currency for purposes of

any Letter of Credit issuances by such consenting L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.8, the Administrative Agent shall promptly so notify

the Lead Borrower.

ARTICLE 2. THE LOAN FACILITY.

Section 2.1 Revolving Credit Commitments. Prior to the Revolving Credit Termination Date, each Revolving Lender severally and not

jointly agrees, subject to the terms and conditions hereof, to make revolving loans (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”) in Dollars to the Borrowers from time to time

during the period from the Closing Date to the Revolving Credit Termination Date up to the amount of such Lender’s Revolving Credit Commitment in effect at such time; provided, however, that the sum of the aggregate principal

amount of Revolving Loans and L/C Obligations at any time outstanding shall not exceed the sum of the total Revolving Credit Commitments in effect at such time. Each Borrowing of Revolving Loans shall be made ratably by the Lenders in proportion to

their respective Revolver Percentages. As provided in Section 2.4(a), and subject to the terms hereof, the Borrowers may elect that each Borrowing of Revolving Loans be Base Rate Loans or Term Benchmark Loans. Revolving Loans may be

repaid and reborrowed before the Revolving Credit Termination Date, subject to the terms and conditions hereof.

Section 2.2 Letters of Credit.

(a) General Terms. Subject to the terms and conditions hereof, as part of the Revolving Facility the L/C Issuers shall issue standby and

documentary letters of credit (each, a “Letter of Credit”) for any Borrower’s account and/or its Restricted Subsidiaries’ account (provided that each shall be jointly and severally liable) in an aggregate undrawn face

amount up to the L/C Sublimit; provided, however, that the sum of the Revolving Loans and L/C Obligations at any time outstanding shall not exceed the sum of all Revolving Credit Commitments in effect at such time; provided further

that no L/C Issuer shall be under any obligation to issue a Letter of Credit that would result in more than a total of 20 Letters of Credit outstanding; and provided further that (i) no L/C Issuer shall have any obligation to issue

any Letter of Credit if, after giving effect to such issuance, the aggregate L/C Obligations in respect of Letters of Credit issued by such

L/C Issuer would exceed the amount stipulated for it in the definition of “L/C Issuer” (such amount, such L/C Issuer’s “Letter of Credit Commitment”), (ii) no

L/C Issuer shall be obligated to issue any Letters of Credit that are not standby Letters of Credit and (iii) no L/C Issuer shall be required to issue any Letter of Credit if doing so would result in the aggregate Revolving Loans and Letters of

Credit extended by such L/C Issuer to exceed its Revolving Credit Commitment. Each Revolving Lender shall be obligated to reimburse the L/C Issuers for such Revolving Lender’s Revolver Percentage of the amount of each drawing under a Letter of

Credit and, accordingly, each Letter of Credit shall constitute usage of the Revolving Credit Commitment of each Revolving Lender pro rata in an amount equal to its Revolver Percentage of the L/C Obligations then outstanding. The Lead Borrower may,

at any time and from time to time, reduce the Letter of Credit Commitment of any L/C Issuer with the consent of such L/C Issuer; provided that the Lead Borrower shall not reduce the Letter of Credit Commitment of any L/C Issuer if, after giving

effect of such reduction, the conditions set forth in clauses (i) and (iii) above shall not be satisfied.

(b)

Applications. At any time before the fifth Business Day prior to the Revolving Credit Termination Date, the L/C Issuers shall, at the request of a Borrower, issue one (1) or more Letters of Credit in Dollars, in form and substance acceptable

to the applicable L/C Issuer, with expiration dates no later than the earlier of (i) 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) and (ii) five

(5) Business Days prior to the Revolving Credit Termination Date, in an aggregate face amount as requested by such Borrower subject to the limitations set forth in clause (a) of this Section 2.2, upon the receipt of a

duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the applicable L/C Issuer for the Letter of Credit requested (each, an “Application”); provided that any Letter of

Credit with a 12-month tenor may provide for the renewal thereof for additional 12-month periods (which shall in no event extend beyond the date referred to in clause (ii) above, unless an L/C Backstop has been provided to the L/C Issuers

thereof). Notwithstanding anything contained in any Application to the contrary: (i) the Borrowers shall pay fees in connection with each Letter of Credit as set forth in Section 2.11(b) hereof, and (ii) if the applicable L/C

Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit as required pursuant to clause (c) of this Section 2.2, the Borrowers’ obligation to reimburse such L/C Issuer for the amount of

such drawing shall bear interest (which the Borrowers hereby promise to pay) from and after the date such drawing is paid to but excluding the date of reimbursement by the Borrowers at a rate per annum equal to the sum of 2.00% plus the

Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, each L/C Issuer’s

obligation to issue a Letter of Credit or increase the amount of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.1 and the other terms of this

Section 2.2).

reimburse the applicable L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) on the same date of such payment by such L/C Issuer under a Letter of Credit, if the applicable Borrower has been

informed of such drawing by the applicable L/C Issuer on or before 10:00 a.m. (New York time) on the date of the payment of such drawing, or (y) if notice of such drawing is given to the applicable Borrower after 10:00 a.m. (New York time) on

the date of the payment of such drawing, reimbursement shall be made within two Business Days

following the date of the payment of such drawing, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in New York, New

York or such other office as the Administrative Agent may designate in writing to such Borrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. If the applicable

Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d) below, then all payments thereafter received by the Administrative

Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuers and each Lender, the Borrowers

agree that, notwithstanding any provision of any Application, its obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms

of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, the L/C Issuers or any Lender, including without limitation

(i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of setoff the

Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuers, any Lender or any other Person, whether in connection with this Agreement,

another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any

respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or

certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or an L/C Issuer’s determination that documents presented under the Letter of Credit complied with the terms thereof

did not constitute gross negligence, bad faith or willful misconduct of the Administrative Agent or an L/C Issuer (as determined by the final, non-appealable judgment of a court of competent jurisdiction); or (vi) any other act or omission to

act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute a legal or

equitable discharge of any Borrower’s obligations hereunder or under an Application.

(d) The Participating Interests. Each

Revolving Lender (other than the Lender acting as L/C Issuer) severally and not jointly agrees to purchase from the L/C Issuers, and each L/C Issuer hereby agrees to sell to each such Revolving Lender (a “Participating Lender”),

an undivided participating interest (a “Participating Interest”) to the extent of its Revolver Percentage in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuers. Upon a Borrower’s

failure to pay any Reimbursement Obligation on the date and at the time required, or if an L/C Issuer is required at any time to return to a Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any

Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such

certificate is received before 12:00 noon, or not later than 12:00 noon the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of such L/C Issuer an amount equal to such

Participating Lender’s Revolver

Percentage of such unpaid Reimbursement Obligation together with interest on such amount accrued from the date such L/C Issuer made the related payment to the date of such payment by such

Participating Lender at a rate per annum equal to: (i) from the date such L/C Issuer made the related payment to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each

such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such

Participating Lender shall, after making its appropriate payment, be entitled to receive its Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with each L/C Issuer

retaining its Revolver Percentage thereof as a Revolving Lender hereunder.

The several obligations of the Participating Lenders to the

L/C Issuers under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any setoff, counterclaim or defense to payment which any Participating Lender may have or has had

against a Borrower, the L/C Issuers, the Administrative Agent, any Lender or any other Person. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or

termination of the Revolving Credit Commitment of any Revolving Lender (other than by way of assumption pursuant to the terms hereof), and each payment by a Participating Lender under this Section 2.2 shall be made without any offset,

abatement, withholding or reduction whatsoever.

(e) Indemnification. The Participating Lenders shall, to the extent of their

respective Revolver Percentages, indemnify the L/C Issuers (to the extent not reimbursed by the applicable Borrower and without relieving such Borrower of its obligation to do so) against any cost, expense (including reasonable counsel fees and

disbursements), claim, demand, action, loss or liability (except as a result of the applicable L/C Issuer’s gross negligence or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction) that

such L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Participating Lenders under this Section 2.2(e) and all other parts of this Section 2.2 shall survive

termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(f) Manner of Requesting a Letter of Credit. The applicable Borrower shall hand deliver, telecopy or electronic mail (or transmit by

other electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the respective L/C Issuer) at least three (3) Business Days’ advance written notice to the Administrative Agent and

the applicable L/C Issuer (or such lesser notice as the Administrative Agent and the L/C Issuers may agree in their sole discretion) of each request for the issuance of a Letter of Credit, each such notice to be accompanied by a properly completed

and executed Application for the requested Letter of Credit and, in the case of an extension or amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent and the

applicable L/C Issuer, in each case, together with the fees called for by this Agreement. The L/C Issuers shall promptly notify the Administrative Agent and the Lenders of the issuance, extension or amendment of a Letter of Credit.

(g) Conflict with Application. In the event of any conflict or inconsistency between this Agreement and the terms of any Application,

the terms of this Agreement shall control.

(h) Resignation or Replacement of L/C Issuer. An L/C Issuer may resign as an L/C

Issuer hereunder at any time upon at least thirty (30) days’ prior written notice to the Lenders, the Administrative Agent and the Lead Borrower. An L/C Issuer may be replaced at any time by written agreement among the Lead Borrower, the

Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of an L/C Issuer. At the time any such resignation or replacement shall become effective, the

Borrowers shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.11(b). From and after the effective date of any such resignation or replacement, (i) the successor L/C Issuer shall have

all the rights and obligations of the replaced L/C Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor

or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the resignation or replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue

to have all the rights and obligations of such L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement but shall not be required to issue additional Letters of Credit.

(i) Additional L/C Issuers. From time to time, the Lead Borrower may by notice to the Administrative Agent designate as an L/C Issuer

any additional Revolving Lender that agrees to act in such capacity (in its sole discretion) that are reasonably satisfactory to the Administrative Agent. Each such additional L/C Issuer shall execute a counterpart of this Agreement upon the

approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an L/C Issuer hereunder for all purposes.

(j) Provisions Related to Extended Revolving Credit Commitments. If the maturity date in respect of any tranche of Revolving Credit

Commitments occurs prior to the expiration of any Letter of Credit issued under such tranche, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the maturity date shall not have occurred are then in

effect, (x) the outstanding Revolving Loans shall be repaid pursuant to Section 2.6 on such maturity date to the extent and in an amount sufficient to permit the reallocation of the Letter of Credit Usage relating to the outstanding

Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to

make payments in respect thereof pursuant to Section 2.2(d)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not

to exceed the aggregate principal amount of the Revolving Credit Commitments in respect of such non-terminating tranches at such time (it being understood that (1) the participations therein of Revolving Lenders under the maturing tranche shall

be correspondingly released and (2) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without limiting the obligations with

respect thereto, the Borrowers shall provide an L/C Backstop with respect to any such Letter of Credit in a manner reasonably satisfactory to the applicable L/C Issuer. If, for any reason, such L/C Backstop is not provided or the reallocation does

not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible

for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Revolving Loans,

the reallocation set forth in clause (i) shall automatically and concurrently occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of

reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the

percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the L/C Sublimit under any tranche of Revolving Credit

Commitments that has not so then matured shall be as agreed with such Revolving Lenders; provided that in no event shall such sublimit be less than the sum of (x) the Letter of Credit Usage with respect to the Revolving Lenders under

such extended tranche immediately prior to such maturity date and (y) the face amount of the Letters of Credit reallocated to such tranche of Revolving Credit Commitments pursuant to clause (i) of the first sentence of this clause

(k) (assuming Revolving Loans are repaid in accordance with clause (i)(x)).

(k) Applicability of ISP; Limitation of

Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrowers when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall

be responsible to the Borrowers for, and no L/C Issuer’s rights and remedies against the Borrowers shall be impaired by, any action or inaction of an L/C Issuer required or permitted under any law, order, or practice that is required or

permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements,

or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any

Letter of Credit chooses such law or practice.

Section 2.3 Applicable Interest Rates.

(a) Revolving Base Rate Loans. Each Revolving Loan that is a Base Rate Loan made or maintained by a Lender shall bear interest (computed

on the basis of a year of 360 days (or, at times when the Base Rate is based on the Prime Rate, 365 or 366 days, as the case may be) and the actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or created

by conversion from a Term Benchmark Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable in arrears on each Fiscal

Quarter End Date and at maturity (whether by acceleration or otherwise).

(b) Revolving Term Benchmark Loans. Each Revolving Loan

that is a Term Benchmark Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date

such Loan is advanced, continued or created by conversion from a Base Rate Loan until, but excluding, the date of repayment thereof at a rate per annum equal to the sum of the Applicable Margin plus the Term SOFR Rate applicable for such

Interest Period, payable in arrears on the last day of the Interest Period and at maturity (whether by acceleration or otherwise), and, if the applicable Interest Period is longer than three (3) months, on each day occurring every three

(3) months after the commencement of such Interest Period.

respect to the late payment of principal, interest, Reimbursement Obligations or fees), or, with respect to any Borrower, Section 7.1(j) or (k) exists or after acceleration, such Borrower shall pay interest (after as well as before

entry of judgment thereon to the extent permitted by law) on the overdue amounts of all Loans, Reimbursement Obligations, interest or fees owing hereunder by it at a rate equal to 2.00% per annum plus (i) in the case of Loans, the

interest rate otherwise applicable thereto and (ii) otherwise, the rate applicable to Revolving Loans that are Base Rate Loans. Such interest shall be paid on demand subject, except in the case of any Event of Default under

Section 7.1(j) or (k), to the request of the Administrative Agent at the request or with the consent of the Required Lenders.

(d) Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Revolving Loans and the

Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.

Section 2.4 Manner of Borrowing Loans and Designating Applicable Interest Rates.

(a) Notice to the Administrative Agent. The applicable Borrower shall give notice to the Administrative Agent by no later than:

(i) 1:00 p.m. (New York time) at least three (3) Business Days before the date on which such Borrower requests the Lenders to advance a Borrowing of Loans that are Term Benchmark Loans denominated in Dollars and (ii) 1:00 p.m. (New York

time) at least one (1) Business Day before the date such Borrower requests the Lenders to advance a Borrowing of Loans that are Base Rate Loans denominated in Dollars, provided that any such notice to the Administrative Agent to advance a

Borrowing of Base Rate Loans denominated in Dollars in an aggregate amount not greater than $150,000,000 may be given by no later than 1:00 p.m. (New York time) on the date of the proposed Borrowing; provided that, if such request for

Borrowing is submitted through an Approved Borrower Portal, any signature requirement may be waived at the sole discretion of the Administrative Agent. The Loans included in each Borrowing of Loans shall bear interest initially at the type of rate

specified in such notice. Thereafter, with respect to Base Rate Loans and Term Benchmark Loans that are denominated in Dollars, the Borrowers may from time to time elect to change or continue the type of interest rate borne by each Borrowing of

Loans or, subject to Section 2.5 hereof, a portion thereof, as follows: (i) if such Borrowing of Loans is of Term Benchmark Loans, on the last day of the Interest Period applicable thereto, the Borrowers may continue part or all of

such Borrowing as Term Benchmark Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing of Loans is of Base Rate Loans, on any Business Day, the Borrowers may convert all or part of such Borrowing into

Term Benchmark Loans for an Interest Period or Interest Periods specified by the applicable Borrower. The Borrowers shall give all such notices requesting the advance of a Borrowing in the form delivered by the Administrative Agent to the Borrower

(a “Notice of Borrowing”) or continuation or conversion of a Borrowing of Loans to the Administrative Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed

in writing), substantially in the form attached hereto as Exhibit B (Notice of Continuation/Conversion), as applicable, or in such other form acceptable

to the Administrative Agent. Notice of the continuation of a Borrowing of Loans that are Term Benchmark Loans for an additional Interest Period or of the conversion of part or all of a Borrowing

of Loans that are Base Rate Loans into Term Benchmark Loans must be given by no later than 1:00 p.m. (New York time) at least three (3) Business Days before the date of the requested continuation or conversion of a Borrowing of Loans that are

denominated in Dollars. All notices concerning the advance, continuation or conversion of a Borrowing of Loans shall specify the date of the requested advance, continuation or conversion of a Borrowing of Loans (which shall be a Business Day), the

amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Term Benchmark Loans, the Interest Period applicable

thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Borrowing of Term Benchmark Loans, the applicable Borrower shall be deemed to have selected an Interest Period of one month’s

duration. The Borrowers agree that the Administrative Agent may rely on any such telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent

investigation (the Borrowers hereby indemnify the Administrative Agent from any liability or loss ensuing from such reliance) and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern

if the Administrative Agent has acted in reliance thereon.

(b) Notice to the Lenders. The Administrative Agent shall give prompt

telephonic or telecopy notice to each Lender of any notice from a Borrower received pursuant to Section 2.4(a) and, if such notice requests the Lenders to make Term Benchmark Loans, the Administrative Agent shall give notice to the

applicable Borrower and each Lender of the interest rate applicable thereto promptly after the Administrative Agent has made such determination.

(c) A Borrower’s Failure to Notify; Automatic Continuations and Conversions. If a Borrower fails to give proper notice of the

continuation or conversion of any outstanding Borrowing of Loans that are Term Benchmark Loans before the last day of its then current Interest Period within the period required by Section 2.4(a) and such Borrowing is not prepaid in

accordance with Section 2.7(a) or (b), such Borrowing shall, at the end of the Interest Period applicable thereto, automatically be converted into a Borrowing of Base Rate Loans. In the event a Borrower fails to give notice

pursuant to Section 2.4(a) of a Borrowing of Loans equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 1:00 p.m. (New York time) on the day such Reimbursement Obligation becomes due that it

intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, such Borrower shall be deemed to have requested a Borrowing of Loans that are Base Rate Loans on such day in the amount of the Reimbursement Obligation

then due, which Borrowing, if otherwise available hereunder, shall be applied to pay the Reimbursement Obligation then due.

(d)

Disbursement of Loans. Not later than 1:00 p.m. on the date of any requested advance of a new Borrowing of Loans, subject to Article 3 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds

immediately available at the principal office of the Administrative Agent in New York, New York. The Administrative Agent shall promptly wire transfer the proceeds of each new Borrowing of Loans to an account designated by the applicable Borrower in

the applicable notice of borrowing.

(e) Administrative Agent Reliance on Lender Funding. Unless the Administrative Agent

shall have been notified by a Lender prior to the date (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. on such date) on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which

notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent, in reliance upon such assumption may

(but shall not be required to) make available to a Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative

Agent the amount made available to such Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to such Borrower and ending on (but excluding)

the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: (i) from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is

due hereunder, the greater of, for each such day, (x) the Federal Funds Rate and (y) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any standard

administrative or processing fees charged by the Administrative Agent in connection with such Lender’s non-payment and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such

payment is made by such Lender, the Base Rate in effect for each such day. If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the Borrowers will, on demand, repay to the Administrative Agent the

proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under

Section 8.1 hereof so that the Borrowers will have no liability under such Section with respect to such payment.

Section 2.5 Minimum Borrowing Amounts; Maximum Term Benchmark Loans. Each Borrowing of Base Rate Loans advanced under the

Revolving Facility shall be in an amount not less than $1.0 million or such greater amount that is an integral multiple of $1.0 million. Each Borrowing of Term Benchmark Loans advanced, continued or converted under the Revolving Facility shall be in

an amount equal to $1.0 million or such greater amount that is an integral multiple of $1.0 million. Without the Administrative Agent’s consent, there shall not be more than ten (10) Borrowings of Term Benchmark Loans outstanding at any

one time.

Section 2.6 Maturity of Loans. Each Revolving Loan, both for principal and interest, shall mature and become due and

payable by the Borrowers on the Revolving Credit Termination Date.

Section 2.7 Prepayments.

(a) Voluntary Prepayments of Revolving Loans. The Borrowers may prepay without premium or penalty (except as set forth in

Section 8.1 below) and in whole or in part any Borrowing of (i) Revolving Loans that are Term Benchmark Loans at any time upon at least two (2) Business Days’ prior notice by the applicable Borrower to the Administrative Agent or

(ii) Revolving Loans that are Base Rate Loans at any time upon at least one (1) Business Day’s prior notice by the applicable Borrower to the Administrative Agent (in the case of each of clauses (i)

and (ii), such notice must be in writing (or telephone notice promptly confirmed by written notice) and received by the Administrative Agent prior to 2:00 p.m. (New York time) on such date), in

each case, such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any Term Benchmark Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under

Section 8.1; provided, however, that no Borrower may partially repay a Borrowing (i) if such Borrowing is of Base Rate Loans, in a principal amount less than $0.5 million, and (ii) if such Borrowing is of Term

Benchmark Loans, in a principal amount less than $1.0 million, except, in each case, in such lesser amount of the entire principal amount thereof then outstanding. Any such notice of prepayment may state that such notice is conditioned upon the

effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such

condition is not satisfied.

(b) Mandatory Prepayments.

(i) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 2.9, prepay

the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuers) outstanding Letters of

Credit by the amount, if any, necessary to reduce the sum of the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitments have been so reduced. Each prefunding of L/C

Obligations that the Borrowers choose to make to the Administrative Agent as a result of the application of this clause (i) by the deposit of cash or Cash Equivalents with the Administrative Agent shall be made in accordance with

Section 7.4.

(ii) Unless the applicable Borrower otherwise directs, prepayments of Revolving Loans under

this Section 2.7(c) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Term Benchmark Loans in the order in which their Interest Periods expire. Each prepayment

of Loans under this Section 2.7(c) shall be made by the payment of the principal amount to be prepaid together with any amounts due the Lenders under Section 8.1.

(c) Defaulting Lenders. Until such time as the Default Excess (as defined below) with respect to any Defaulting Lender has been reduced

to zero, (i) any voluntary prepayment of the Revolving Loans pursuant to Section 2.7(b) shall, if the applicable Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders

as if such Defaulting Lender had no loans outstanding and the Revolving Credit Commitments of such Defaulting Lender were zero and (ii) any mandatory prepayment of the Loans pursuant to Section 2.7(c) shall, if the applicable

Borrower so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such Defaulting Lender has funded all defaulted Loans of such Defaulting Lender, it

being understood and agreed that the Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause

(c). “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Revolver Percentage of the aggregate outstanding principal amount of the applicable Loans of all the

applicable Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective defaulted Loans) over the aggregate outstanding principal amount of the applicable Loans of such Defaulting Lender.

Section 2.8 Place and Application of Payments. All payments of principal of and

interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrowers under this Agreement and the other Loan Documents, shall be made by the Borrowers to the Administrative Agent by no later than 2:00 p.m.

on the due date thereof at the office of the Administrative Agent in New York, New York (or such other location as the Administrative Agent may designate to the Borrowers in writing) for the benefit of the Lender or Lenders entitled thereto. Any

payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in Dollars, in immediately available funds at the place of payment, in each case without

setoff or counterclaim, except as provided in Section 10.7. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations

in which the Lenders have purchased Participating Interests ratably to the applicable Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of

this Agreement.

Anything contained herein to the contrary notwithstanding, (x) pursuant to the exercise of remedies under

Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders, after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations by

the Administrative Agent or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows:

(a) first,

to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed

to pay the Administrative Agent under Section 10.13 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event

such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);

(b)

second, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(c) third, to the payment of principal on the Revolving Loans and unpaid Reimbursement Obligations (together with amounts to be held by

the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Administrative Agent is holding an amount of cash equal to 103% of the then outstanding amount of all Letters

of Credit, to the extent the same have not been replaced or cancelled or otherwise provided for to the reasonable satisfaction of the L/C Issuers)), the aggregate amount paid to (or held as collateral security for) the applicable Secured Parties, to

be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;

(d) fourth, to the payment of all other unpaid Obligations to be allocated pro

rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and

(e) fifth, to the Borrowers or whoever

else may be lawfully entitled thereto.

Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any

Excluded Swap Obligations of such Guarantor.

Section 2.9 Commitment Terminations. The Borrower shall have the right at any

time and from time to time, upon three (3) Business Days’ prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other

transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), to terminate the Revolving Credit Commitments in whole or

in part, any partial termination to be (i) in an amount not less than $1.0 million or any greater amount that is an integral multiple of $0.1 million and (ii) allocated ratably among the Lenders in proportion to their respective Revolver

Percentages; provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Revolving Loans and of L/C Obligations then outstanding; provided further that all Revolving Credit

Commitments shall terminate automatically on the Revolving Credit Termination Date. Any termination of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amount. The Administrative Agent

shall give prompt notice to each Lender of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.9 may not be reinstated.

Section 2.10 Evidence of Indebtedness.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to

such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, with respect

to Revolving Loans, the type thereof and, with respect to Term Benchmark Loans, the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each

Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

(c) The entries maintained in the accounts maintained pursuant to clauses (a) and (b) above shall be prima facie evidence of

the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation

of the Borrowers to repay the Obligations in accordance with their terms.

(d) Any Lender may request that its Loans be evidenced by a promissory note or notes in the

form of Exhibit C (a “Revolving Note”). In such event, the Borrowers shall prepare, execute and deliver to such Lender a Revolving Note payable to such Lender in the amount of such Lender’s Revolver Percentage of the

applicable Revolving Credit Commitment. Thereafter, the Loans evidenced by such Revolving Note or Revolving Notes and interest thereon shall at all times (including after any assignment pursuant to Section 10.10) be represented by one or

more Revolving Notes, except to the extent that any such Lender or assignee subsequently returns any such Revolving Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above.

Section 2.11 Fees.

(a) Revolving Credit Commitment Fee. The Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders

according to their Revolver Percentages a commitment fee at a rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily Unused Revolving Credit Commitments

(the “Commitment Fee”); provided, however, that no Commitment Fee shall accrue to the Unused Revolving Credit Commitment of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender

shall be a Defaulting Lender. Such Commitment Fee shall be payable on or prior to the fifteenth (15) day after the last Business Day of each fiscal quarter (commencing on the first such date occurring after the Closing Date) and on the

Revolving Credit Termination Date.

(b) Letter of Credit Fees. On or prior to the fifteenth (15) day after the last Business

Day of each fiscal quarter (commencing on the first such date occurring after the Closing Date) and on the Revolving Credit Termination Date, the Borrowers shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face

amount of (including of the increase in the face amount of) each outstanding Letter of Credit. On or prior to the fifteenth (15) day after the last Business Day of each fiscal quarter (commencing on the first such date occurring after the

Closing Date) and on the Revolving Credit Termination Date, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Revolver Percentages, a letter of credit fee at a rate per annum equal to the

Applicable Margin then in effect with respect to Term Benchmark Loans under the Revolving Facility (computed on the basis of a year of 360 days and the actual number of days elapsed) during each day of such quarter applied to the daily average face

amount of Letters of Credit outstanding during such quarter; provided that while any Event of Default under Section 7.1(a) (with respect to the late payment of principal, interest, Reimbursement Obligations or fees) or

Section 7.1(j) or Section 7.1(k) exists or after acceleration (but without duplication of the rate set forth in Section 2.3(d)), such rate with respect to overdue fees shall increase by 2.00% over the rate

otherwise payable and such fee shall be paid, except in the case of any Event of Default under Section 7.1(j) or (k), on demand subject to the request of the Administrative Agent at the request or with the consent of the Required

Lenders; provided further that no letter of credit fee shall accrue to the Revolver Percentage of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. In addition, the

Borrowers shall pay to the L/C Issuers for their own account the L/C Issuers’ standard drawing, negotiation, amendment, transfer and other administrative fees for each Letter of Credit. Such standard fees referred to in the preceding sentence

may be established by the L/C Issuers from time to time.

Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between the Lead Borrower and the Administrative Agent.

(d) Fees Generally. All fees shall be paid on the dates due, in immediately available

funds, to the Administrative Agent for distribution, if and as appropriate, among the applicable Lenders, except that the Borrowers shall pay the fronting fees directly to the applicable L/C Issuer. Once paid when due and payable, none of the fees

shall be refundable under any circumstances.

Section 2.12 Incremental Credit Extensions.

(a) At any time and from time to time after the Closing Date, subject to the terms and conditions set forth herein, the Lead Borrower may, by

notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), pursuant to an incremental amendment (an “Incremental Amendment”) request to increase the

aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Credit Commitment Increase”) from Additional Revolving Lenders; provided that, unless otherwise provided below, upon the effectiveness

of each Incremental Amendment:

(i) except as otherwise agreed by the Additional Revolving Lenders providing a Revolving

Credit Commitment Increase to finance an Acquisition or other investment permitted under this Agreement, no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto;

(ii) solely during a Non-IG Period, on the date of the incurrence or effectiveness of such Incremental Facility (assuming such

Revolving Credit Commitment Increase has been drawn in full), the Lead Borrower shall be in compliance, on a Pro Forma Basis, with the financial covenants set forth in Section 6.23(a) recomputed as of the last day of the most recently

ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b); provided that, to the extent incurred in connection with an Acquisition, at the Lead

Borrower’s election, the Lead Borrower’s compliance on a Pro Forma Basis with the financial covenants set forth in Section 6.23(a) may be determined at the time of the signing of any acquisition agreement with respect thereto

or at the time of the closing of such acquisition; provided, further that if the Lead Borrower has made the election to measure such compliance on the date of the signing of an acquisition agreement, in connection with the calculation

of any ratio with respect to the incurrence of Indebtedness or Liens, or the making of investments, Distributions, Restricted Debt Payments, asset sales, fundamental changes or the designation of an Unrestricted Subsidiary on or following such date

and until the earlier of the date on which such Acquisition is consummated or the definitive agreement for such Acquisition is terminated or expired (but not for the purposes of calculating any financial covenant), such ratio shall be calculated on

a Pro Forma Basis assuming such Acquisition and any other Specified Transactions in connection therewith (including the incurrence of Indebtedness) have been consummated;

(iii) the aggregate principal amount of all Revolving Credit Commitment Increases shall not exceed the Incremental Cap;

(iv) the terms of any Revolving Credit Commitment Increase shall be

identical to the then-existing Revolving Facility and shall have the same Borrowers and Guarantors as the then-existing Revolving Facility;

(v) the Lead Borrower shall have delivered to the Administrative Agent a certificate of a financial officer certifying to the

effect set forth in subclauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with subclause (B) above (which calculations shall, if made as of the last day of any fiscal quarter of the Lead

Borrower for which the Lead Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 6.1(e), be accompanied by a reasonably detailed calculation of

Consolidated Adjusted EBITDA for the relevant period);

(vi) all fees or other payments owing pursuant to

Section 10.13 or as otherwise agreed in writing in respect of such Commitment Increase to the Administrative Agent and the Additional Revolving Lenders shall have been paid;

(vii) each Revolving Credit Commitment Increase shall be in a minimum principal amount of $50.0 million and integral multiples

of $1.0 million in excess thereof; provided that such amount may be less than $50.0 million if such amount represents all of the remaining availability under the aggregate principal amount of Revolving Credit Commitment Increases set forth above;

and

(viii) no Lender shall be obligated to provide any Revolving Credit Commitment Increase unless it so agrees.

(b) Each notice from the Lead Borrower pursuant to this Section 2.12 shall set forth the requested amount of the relevant

Commitment Increase.

(A) each Revolving Lender of the applicable Class of Revolving Credit Commitments being so increased immediately prior to such increase will automatically and without further act be deemed to have assigned to each relevant Additional Revolving

Lender, and each relevant Additional Revolving Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s Participating Interests such that, after giving effect to each deemed assignment

and assumption of participations, all of the Revolving Lenders’ (including each Additional Revolving Lender’s) Participating Interests shall be held on a pro rata basis on the basis of their Revolver Percentage of the applicable

Class of Revolving Credit Commitments being so increased (after giving effect to any Revolving Credit Commitment Increase) and (B) the existing Revolving Lenders of the applicable Class shall assign Revolving Loans to certain other Revolving

Lenders of such Class (including the Additional Revolving Lenders providing the relevant Revolving Credit Commitment Increase), and such other Revolving Lenders (including the Additional Revolving Lenders providing the relevant Revolving Credit

Commitment Increase) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving Lenders of such Class participate in each outstanding Borrowing of Revolving Loans of such Class pro rata on the basis

of their Revolver Percentage (after giving effect to any Revolving Credit Commitment Increase); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement

shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(d) Effective on the date of each Revolving Credit Commitment Increase the maximum amount of

Letter of Credit Usage permitted hereunder shall increase by an amount, if any, agreed upon by the Administrative Agent, the L/C Issuers and the Lead Borrower; provided that the Letter of Credit Usage shall not exceed the Revolving Credit

Commitment after giving effect to the Revolving Credit Commitment Increase.

(e) An Incremental Amendment may, subject to

Section 2.12(a), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect

the provisions of this Section 2.12 (including, in connection with a Revolving Credit Commitment Increase, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders).

Section 2.13 Extensions of Revolving Credit Commitments.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”)

made from time to time by the Lead Borrower after the Closing Date to all Lenders holding Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the

applicable Revolving Credit Commitments with a like maturity date) and on the same terms to each such Lender, the Lead Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained

in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Revolving Credit Commitments and otherwise modify the terms of such Revolving Credit Commitments pursuant to the terms of the relevant Extension

Offer (including by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Credit Commitments, as applicable, in

each case as so extended, as well as the original Revolving Credit Commitments (not so extended), being a “tranche”; any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments

from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an

Extension Offer is delivered to the Lenders;

(ii) except as to interest rates, fees and final maturity (which shall be

determined by the Lead Borrower and set forth in the relevant Extension Offer, but which final maturity shall not be earlier than the final maturity date of any other existing tranche of Revolving Credit Commitments), the Revolving Credit Commitment

of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving

Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same

terms (or terms not less favorable to existing Lenders) as the original Revolving Credit

Commitments (and related outstandings); provided that (x) subject to the provisions of Section 2.2(k) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended

Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except

as provided in Section 2.2(k), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments

of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in

connection with a permanent repayment and reduction or termination of commitments) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at

no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Incremental Revolving Credit Facility and any original Revolving Credit Commitments) that have more

than three (3) different maturity dates;

(iii) if the aggregate principal amount of Revolving Credit Commitments in

respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments offered to be extended by the Lead Borrower pursuant to such Extension Offer, then the

Revolving Credit Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension

Offer;

(iv) the Extensions shall be in a minimum amount of $50.0 million;

(v) any applicable Minimum Extension Condition shall be satisfied or waived by the Lead Borrower; and

(vi) all documentation in respect of such Extension shall be consistent with the foregoing.

(b) With respect to all Extensions consummated by the Lead Borrower pursuant to this Section 2.13, (i) such Extensions shall

not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Section 2.7, 2.8, 2.9 or 2.10, and (ii) except as required by clause (a)(iv) above, no Extension

Offer is required to be in any minimum amount or any minimum increment; provided that the Lead Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a

minimum amount (to be determined and specified in the relevant Extension Offer in the Lead Borrower’s sole discretion and which may be waived by the Lead Borrower) of Revolving Credit Commitments of any or all applicable tranches to be

tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.13 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving

Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 2.7, 2.8, 2.9 or 2.10) or any other Loan

Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.13.

Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Credit Commitments (or a portion thereof) and (B) the consent of each L/C Issuer to the extent such L/C

Issuer’s obligations to issue Letters of Credit is extended (or any outstanding Letter of Credit issued by such L/C Issuer is affected) as a result of such Extension. All Extended Revolving Credit Commitments and all obligations in respect

thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and

the other Loan Documents pursuant to the Guaranty. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Lead Borrower as may be necessary in order to

establish new tranches or sub-tranches in respect of Revolving Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Lead Borrower in connection

with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.13. In addition, if so provided in such amendment and with the consent of the L/C Issuers, participants in Letters of

Credit expiring on or after the latest maturity date (but in no event later than the date that is five (5) Business Days prior to the Final Revolving Termination Date) in respect of the Revolving Credit Commitments shall be re-allocated from

Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt

thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the

commission applicable thereto) shall be adjusted accordingly.

(d) In connection with any Extension, the Lead Borrower shall provide the

Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other

adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the

purposes of this Section 2.13.

Section 2.14 Refinancing Facilities.

(a) Notwithstanding anything to the contrary in this Agreement, the Lead Borrower may by written notice to the Administrative Agent establish

one or more additional Classes of Revolving Credit Commitments (“Replacement Revolving Facility”) providing for revolving commitments (each, a “Replacement Revolving Credit Commitments” and the revolving loans

thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving

Facility Effective Date”) on which the Lead Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is

delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that:

(i) before and after giving effect to the establishment of such Replacement

Revolving Credit Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 3.1 shall be satisfied;

(ii) after giving effect to the establishment of any Replacement Revolving Credit Commitments and any concurrent reduction in

the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to the applicable

Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;

(iii) no Replacement Revolving Credit Commitments shall have a final maturity date (or require commitment reductions or

amortizations) prior to the Final Revolving Termination Date for the Revolving Credit Commitments being replaced;

(iv) all

other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms which shall be as agreed between the Lead Borrower and the Lenders providing such Replacement

Revolving Credit Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Lead Borrower, the Lenders providing such Replacement

Revolving Credit Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no

less favorable to the Lead Borrower and its Subsidiaries than (as reasonably determined by the Lead Borrower), those, taken as a whole, applicable to the Revolving Credit Commitments so replaced (except to the extent such covenants and other terms

apply solely to any period after the Final Revolving Termination Date in effect at the time of incurrence or added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Lead Borrower delivered

to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Replacement Revolving Credit Commitments, together with a reasonably detailed description of the material terms and

conditions of such Replacement Revolving Credit Commitments or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirements in this clause

(iv) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (iv) unless the Required Lenders through the Administrative Agent notify the Lead Borrower within such five (5) Business Day

period that they disagree with such determination (including a reasonable description of the basis upon which they disagree);

(v) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of such

Replacement Revolving Facility; and

(vi) Replacement Revolving Credit Commitments and extensions of credit

thereunder shall not be secured by any asset of the Borrowers and their Subsidiaries other than the Collateral.

(b) The Lead Borrower may

approach any Lender or any other person that would be an Eligible Assignee of a Revolving Credit Commitment to provide all or a portion of the Replacement Revolving Credit Commitments; provided that any Lender offered or approached to provide

all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Credit Commitment. Any Replacement Revolving Credit Commitment made on any Replacement Revolving

Facility Effective Date shall be designated an additional Class of Revolving Credit Commitments for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable

Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Credit Commitments.

Borrower and each Lender providing the Replacement Revolving Credit Commitments shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the

Administrative Agent shall reasonably specify to evidence such Replacement Revolving Credit Commitments. For purposes of this Agreement and the other Loan Documents if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will

be deemed to have a Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this

Section 2.14), (i) no Replacement Revolving Credit Commitment is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Replacement Revolving Credit Commitment

at any time or from time to time other than those set forth in clause (a) above and (iii) all Replacement Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other

Loan Documents that rank equally and ratably with the other Obligations.

Section 2.15 Lead Borrower.

(a) Each Additional Borrower hereby designates the Lead Borrower as its representative and agent for all purposes under the Loan Documents,

including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other

accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, any L/C Issuer or any Lender. The Lead Borrower hereby accepts such appointment. The

Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by the Lead Borrower on behalf of any Additional Borrower.

The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the Administrative Agent, the L/C Issuers and the Lenders shall have the right, in its

discretion, to deal exclusively with the Lead Borrower for any or all purposes under the Loan Documents. Each Additional Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the

Lead Borrower shall be binding upon and enforceable against it.

(b) Each Borrower hereby accepts joint and several liability hereunder and under the other

Loan Documents in consideration of the Credit Extensions to be provided by the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers. Each Borrower, jointly and

severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of all of the Obligations of such other

Borrower. If and to the extent that a Borrower shall fail to make any payment with respect to any of such Borrower’s Obligations as and when due or to perform any of such Borrower’s Obligations in accordance with the terms thereof, then

in each such event, each other Borrower will be obligated to make such payment with respect to, or perform, such Borrower’s Obligation.

(c) Subject to the terms and conditions hereof, the Obligations of each Borrower under the provisions of this Section 2.15

constitute the absolute and unconditional, full recourse Obligations of such Borrower, enforceable against such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement,

the other Loan Documents or any other circumstances whatsoever. The provisions of this Section 2.15 are made for the benefit of the Agents, the Lenders and their successors and assigns, and may be enforced by them from time to time against

any or all of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Agents, the Lenders or such successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights

against any other Borrower or to exhaust any remedies available to it or them against any other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy.

(d) The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or

otherwise fully satisfied; provided that each Additional Borrower shall be released from these provisions to the extent it is released as an Additional Borrower pursuant to Section 10.27.

Section 2.16 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a

Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Fees shall cease to

accrue for such Defaulting Lender pursuant to Section 2.11.

(b) The Commitments, Loans and Revolving Exposure of such

Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.11); provided

that this Section 2.16(b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification effecting (i) an increase or extension of such Defaulting Lender’s Revolving Credit

Commitment or (ii) the reduction or excuse of principal amount of, or interest or fees payable on, such Defaulting Lender’s Loans or the postponement of the scheduled date of payment of such principal amount, interest or fees to such

Defaulting Lender.

(i) Such Defaulting Lender’s L/C Exposure shall be reallocated among the non-Defaulting Lenders in accordance with

their respective Revolver Percentages (but excluding the Revolving Credit Commitments of all the Defaulting Lenders from both the numerator and the denominator) but only to the extent (x) the sum of all the Revolving Exposure owed to all

non-Defaulting Lenders does not exceed the total of all non-Defaulting Lenders’ unused Revolving Credit Commitments, (y) the representations and warranties of each Loan Party set forth in the Loan Documents to which it is a party are true

and correct at such time, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date), and (z) no Default or Event

of Default shall have occurred and be continuing at such time;

(ii) If the reallocation described in clause

(i) above cannot, or can only partially, be effected, the Borrowers shall, within two Business Days following notice by the Administrative Agent, cash collateralize for the benefit of the relevant L/C Issuers such Defaulting Lender’s

L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as any Letters of Credit are outstanding;

(iii) If the Borrowers cash collateralize any portion of such Defaulting Lender’s L/C Exposure pursuant clause

(ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C

Exposure is cash collateralized by the Borrowers;

(iv) If L/C Exposures of the non-Defaulting Lenders are reallocated

pursuant to clause (i) above, then the fees payable to the Revolving Lenders pursuant to Section 2.11(a) and Section 2.11(b) shall be adjusted to reflect such non-Defaulting Lenders’ L/C Exposure as

reallocated; and

(v) If any Defaulting Lender’s L/C Exposure is neither cash collateralized nor reallocated pursuant

to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the L/C Issuers or any Revolving Lender hereunder, all letter of credit fees payable under Section 2.11(b) with respect to such

Defaulting Lender’s L/C Exposure shall be payable to each applicable L/C Issuer until such L/C Exposure is cash collateralized and/or reallocated.

(d) So long as such Defaulting Lender is a Defaulting Lender, the L/C Issuers shall not be required to issue, amend or increase any Letter of

Credit, unless it is satisfied that the related L/C Exposure will be 100% covered by the unused Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with

Section 2.16(c)(ii), and the participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(c)(i) (and such Defaulting

Lender shall not participate therein).

The rights and remedies against a Defaulting Lender under this Agreement are in addition to other

rights and remedies that the Borrowers may have against such Defaulting Lender with respect to any funding default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any funding default. In the

event that the Administrative Agent, the Borrowers and each applicable L/C Issuer each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Revolving Exposure shall be

readjusted to reflect the inclusion of such Lender’s unused Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders or take such other actions as the Administrative Agent

may determine to be necessary to cause such outstanding Revolving Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Revolving Lenders (including such Lender) in accordance with their applicable

percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a non-Defaulting Lender and any applicable cash collateral shall be promptly returned to the Borrowers and any L/C Exposure of such Lender reallocated pursuant to

the requirements above shall be reallocated back to such Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting

Lender; provided that, subject to Section 10.26 and except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to non-Defaulting Lender will constitute a waiver or release

of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE 3. CONDITIONS PRECEDENT.

Section 3.1 All Credit Extensions. At the time of each Credit Extension made on or after the Closing Date:

(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all

material respects (or in all respects, if qualified by a materiality threshold) as of said time, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all

respects, if qualified by a materiality threshold) as of such earlier date;

(b) no Default or Event of Default shall have occurred and be

continuing or would occur as a result of such Credit Extension;

principal amount of all Revolving Loans and L/C Obligations under this Agreement shall not exceed the aggregate Revolving Credit Commitments; and

(d) (i) in the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 2.4 hereof,

(ii) in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall have received a duly completed Application, and/or (iii) in the case of an extension or increase in the amount of a Letter of Credit the applicable

L/C Issuer shall have received, a written request therefor in a form reasonably acceptable to the applicable L/C Issuer.

Each request for a Borrowing covered under this Section 3.1 and each request for

the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit covered under this Section 3.1 shall be deemed to be a representation and warranty by the applicable Borrower on the date of such

Credit Extension as to the facts specified in subsections (a) through (d) of this Section 3.1.

Section 3.2

Effectiveness on Closing Date. The effectiveness of the Revolving Credit Commitments on the Closing Date are subject solely to the satisfaction or waiver of the following conditions precedent:

(a) the Administrative Agent shall have received each of the following:

(i) counterparts of this Agreement signed on behalf of the each Borrower, the Administrative Agent, the L/C Issuers and the

Revolving Lenders;

(ii) copies of the certificate of formation, certificate of incorporation, certificate of organization,

operating agreement, articles of incorporation, memorandum and articles of association and bylaws, as applicable (or comparable organizational documents) of each Loan Party and any amendments thereto, certified in each instance by its Secretary,

Assistant Secretary or Chief Financial Officer and, with respect to organizational documents filed with a Governmental Authority, by the applicable Governmental Authority;

(iii) a Revolving Note executed by each Borrower in favor of each Lender that has requested such a Note at least five

(5) Business Days in advance of the Closing Date;

(iv) copies of resolutions of the board of directors, manager or

similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on such

Loan Party’s behalf, all certified as of the Closing Date in each instance by its Secretary, Assistant Secretary or Chief Financial Officer as being in full force and effect without modification or amendment;

(v) copies of the certificates of good standing for each Loan Party from the office of the secretary of state or other

appropriate governmental department or agency of the state of its formation, incorporation or organization;

(vi) a

Guaranty, duly executed by each Guarantor;

(vii) a favorable written opinion (addressed to the Administrative Agent and

the Lenders) of Freshfields US LLP, counsel to the Lead Borrower and Guarantors;

(viii) a duly executed solvency

certificate substantially in the form of Exhibit D hereto; and

(ix) a duly executed officer’s certificate confirming the satisfaction

of the conditions set forth in Section 3.1(a) and (b) hereto.

(b) the Administrative Agent shall have received, no

later than 3 Business Days in advance of the Closing Date, all documentation and other information about the Lead Borrower as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by the

Lenders through the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and Beneficial

Ownership Regulation;

written agreement among the Lead Borrower and the Joint Lead Arrangers to the extent invoiced at least three (3) Business Days prior to the Closing Date (or such later date as the Lead Borrower may reasonably agree); and

For purposes of determining compliance with the conditions specified in this Section 3.2, each Lender that has signed this

Agreement shall be deemed to have consented to, approved or to be satisfied with each document or other matter required to be consented to or approved by or be acceptable or satisfactory to a Lender unless an officer of the Administrative Agent

responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto in reasonable detail.

ARTICLE 4. THE COLLATERAL AND THE GUARANTY.

Section 4.1 Collateral. As of the Closing Date (other than during any IG Period), subject to Section 4.4 below, the

Obligations, Hedging Liability and, at the Lead Borrower’s option, Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations shall be secured by (a) valid, perfected and enforceable Liens in favor of the

Administrative Agent for the benefit of the Secured Parties on all right, title and interest of each Grantor in all capital stock and other Equity Interests (other than Excluded Equity Interests) held by such Person in each of its Subsidiaries,

whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected and enforceable Liens in favor of the Administrative Agent for the benefit of the Secured Parties on all right, title and interest of each Grantor

in all personal property, whether now owned or hereafter acquired or arising, and all proceeds thereof (other than Excluded Property). For the avoidance of doubt, the Obligations, the Hedging Liabilities and any Funds Transfer Liability, Deposit

Account Liability and Data Processing Obligations shall be secured (other than during any IG Period) on a pari passu basis in accordance with the Security Agreement (including the waterfall provisions set forth in Section 10 thereof).

Section 4.2 Guaranty. As of the Closing Date (other than during any IG Period), the payment and performance of the Obligations,

Hedging Liability, and, at the Lead Borrower’s option, Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations shall at all times be guaranteed by each Borrower (other than with respect to its own Obligations) and

each Restricted Subsidiary (other than an Excluded Subsidiary), including any Immaterial Subsidiary which becomes a Material Subsidiary and any other Restricted Subsidiary that is no longer an Excluded Subsidiary (each such Restricted Subsidiary, a

“Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and the Subsidiary Guarantors together with the

Borrowers, the “Guarantors”) pursuant to a guaranty agreement in substantially the form attached as Exhibit H, as the same may be amended, restated, amended and

restated, modified or supplemented from time to time (the “Guaranty”). For the avoidance of doubt, the Obligations, the Hedging Liabilities and any Funds Transfer Liability, Deposit Account Liability and Data Processing

Obligations shall be guaranteed (other than during any IG Period) on a pari passu basis in accordance with the Guaranty.

Section 4.3 Further Assurances. On and after the Closing Date (other than during an IG Period), each Borrower agrees that it

shall, and shall cause each Grantor to, from time to time at the request of the Administrative Agent or the Required Lenders, execute and deliver such documents, and do such acts and things as the Administrative Agent or the Required Lenders may

reasonably request in order to provide for or perfect or protect such Liens on the Collateral, and cause its Restricted Subsidiaries that are Guarantors to execute and deliver, such documents and do, and cause its Restricted Subsidiaries that are

Guarantors to do, such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide for or perfect or protect such Liens on the Collateral and to further effectuate the Guaranty. In the event any

Borrower or any Restricted Subsidiary (other than an Excluded Subsidiary) forms or acquires any other Restricted Subsidiary (other than an Excluded Subsidiary), any Immaterial Subsidiary becomes a Material Subsidiary (other than an Excluded

Subsidiary) or any Restricted Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary, in each case after the Closing Date (other than during an IG Period), on or prior to the later to occur of (a) 60 days following the

date of such acquisition or formation or event and (b) the date of the required delivery of the Compliance Certificate following the date of such acquisition, formation or event (or such longer period as to which the Administrative Agent may

consent), the Lead Borrower shall cause such Restricted Subsidiary to execute such guaranties and Collateral Documents (or supplements, assumptions or amendments to existing guaranty and Collateral Documents) as the Administrative Agent may then

require, and the Lead Borrower shall also deliver to the Administrative Agent, or cause such Restricted Subsidiary to deliver to the Administrative Agent, at the Lead Borrower’s cost and expense, such other instruments, documents,

certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Section 4.4 Limitation

on Collateral and Perfection. Notwithstanding anything to the contrary in Sections 4.1 through 4.3 above, any other provision of this Agreement and any provision of the Collateral Documents, (a) no Grantor shall be required to

grant a security interest in any asset or perfect a security interest in any Collateral to the extent the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses

relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Lead Borrower and the Administrative Agent, (b) no Grantor shall be required to make any filing with respect to any

intellectual property rights other than filing intellectual property security agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, and filing UCC-1 financing statements, (c) no Grantor shall be

required to complete any filings or take any other action (including the execution of a foreign law security or pledge agreement or any filing or search in any foreign jurisdiction or the notification of any third party) with respect to the grant or

perfection of a security interest on any Collateral in any jurisdiction other than the United States, (d) Liens required to be granted pursuant to Section 4.3 above shall be subject to exceptions and limitations consistent with those set

forth in the Collateral Documents as in effect on the Closing Date, (e) no Grantor shall be

required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement, and (f) the security interests in the following Collateral

shall not be required to be perfected other than by UCC filing: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any

Loan Document and promissory notes in a principal amount in excess of $30 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) letter of credit rights to the extent not perfected by the filing of a Form

UCC-1 financing statement.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES.

On the Closing Date and on the dates to the extent required pursuant to Section 3.1 hereof, (i) the Lead Borrower, on behalf of

itself, and (ii) solely with respect to Sections 5.2, 5.3, 5.4, 5.5, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17,

5.18, 5.19, 5.21 and 5.22, the Lead Borrower on behalf of each Additional Borrower and each Additional Borrower, severally and jointly in the case of the Lead Borrower and severally but not jointly in the case of any

Additional Borrower, represent and warrant to each Lender and the Administrative Agent that:

Section 5.1 Financial

Statements.

(a) The Lead Borrower’s audited consolidated balance sheet and related audited consolidated statements of income,

comprehensive income, cash flows and shareholders’ equity as of and for the fiscal year ended June 30, 2025, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise

expressly noted therein and (ii) fairly present in all material respects in accordance with GAAP the financial condition of the Lead Borrower and its Subsidiaries as of such dates and for such periods and their results of operations for the

periods covered thereby.

(b) The unaudited consolidated balance sheet and related unaudited statements of income, comprehensive income and

cash flows of the Lead Borrower as of and for the fiscal quarter ended September 30, 2025, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,

and (ii) fairly present in all material respects in accordance with GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of

clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

Section 5.2 Organization and

Qualification. Such Borrower and each of its Restricted Subsidiaries (i) is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation, except to the extent

the failure of any Restricted Subsidiary (other than a Borrower) to be in existence and good standing would not reasonably be expected to have a Material Adverse Effect, (ii) has the power and authority to own its property and to transact the

business in which it is engaged and proposes to engage, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (iii) is duly qualified and in good standing in each jurisdiction where the ownership,

leasing or operation of property or the conduct of its business requires such qualification, except, in each case, under this clause (iii) where the same would not be reasonably expected to have, either individually or in the aggregate, a

Material Adverse Effect.

Section 5.3 Authority and Enforceability. Such Borrower has the power and

authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), (solely during a Non-IG Period) to grant to the Administrative Agent the Liens described in

the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it,

to grant to the Administrative Agent the liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been

duly authorized by proper corporate and/or other organizational proceedings, executed and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as

enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a

proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by any Loan Party, if any, of any of the matters and things herein or therein provided for, (a) violate any

provision of law or any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles

of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or

(d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents (if applicable) and Permitted Liens, except with

respect to clauses (a), (c) or (d), to the extent, individually or in the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien would not reasonably be expected to result in a Material

Adverse Effect.

Section 5.4 No Material Adverse Change. Since June 30, 2025, there has been no event or

circumstance which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

Section 5.5 Litigation and Other Controversies. Except as set forth on Schedule 5.5, there is no litigation, arbitration or

governmental proceeding is pending or, to the knowledge of the Borrowers and their Restricted Subsidiaries, threatened in writing against a Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse

Effect.

Section 5.6 True and Complete Disclosure.

(a) As of the Closing Date, all written information (other than projections and any other forward-looking information of a general economic or

industry nature) furnished by or on behalf of the Lead Borrower or any of its Restricted Subsidiaries to the Administrative Agent, any L/C Issuer or any Lender for purposes of or in connection with this Agreement, or any transaction contemplated

herein, is complete and correct when taken as a whole, in all material respects, and does not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained

therein, in the light of the circumstances under which they were made, not materially misleading (after giving effect to all

supplements and updates with respect thereto); provided that, with respect to projected financial information furnished by or on behalf of the Lead Borrower or any of its Restricted Subsidiaries,

the Lead Borrower only represents and warrants that such information has been prepared in good faith based upon assumptions believed to be reasonable at the time furnished (it being understood that such projections are as to future events and are

not viewed as facts or a guarantee of financial performance or achievement and that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Lead Borrower, that actual results may

differ significantly from the projections and such differences may be material).

(b) As of the Closing Date, the information included in

the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.

Section 5.7 Margin Stock. Neither the making of any Loan or other extension of credit hereunder nor the use of the proceeds

thereof will violate the provisions of Regulations U or X of the Board of Governors of the Federal Reserve System and any successor to all or any portion of such regulations. None of the Loan Parties is engaged nor will it engage, principally or as

one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), or extending credit for the purpose of purchasing or carrying

margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System).

Section 5.8

Taxes. Such Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all Tax returns required to be filed by such Borrower and/or any of its Restricted Subsidiaries, except where failure to so file would not be reasonably

expected to have, either individually or in the aggregate, a Material Adverse Effect. Such Borrower and each of its Restricted Subsidiaries has paid all Taxes payable by them (whether or not shown on any Tax returns, and including in its capacity as

withholding agent), except those (a) not overdue by more than thirty (30) days or (b) if more than 30 days overdue, (i) those that are being contested in good faith and by proper legal proceedings and as to which appropriate

reserves have been provided for in accordance with GAAP or (ii) those the non-payment of which would not be reasonably expected to result, either individually or in the aggregate, in a Material Adverse Effect.

Section 5.9 ERISA. Such Borrower and each other member of its Controlled Group has fulfilled its obligations under the minimum

funding standards of, and is in compliance in all material respects with, ERISA and the Code to the extent applicable to it and, other than a liability for premiums under Section 4007 of ERISA, has not incurred any liability to the PBGC, the

IRS, or a Plan or any trust established under Title IV of ERISA, and no ERISA Event has occurred or is reasonably expected to occur, except where the failure, noncompliance or incurrence or occurrence of such would not be reasonably expected,

individually or in the aggregate, to have a Material Adverse Effect. Such Borrower and its Restricted Subsidiaries have no contingent liabilities with respect to any post-retirement benefits under a Welfare Plan, other than liability for

continuation coverage described in article 6 of Title 1 of ERISA, and except as would not be reasonably expected to have a Material Adverse Effect.

Section 5.10 Subsidiaries. Schedule 5.10 correctly sets forth, as of the Closing Date, each Subsidiary of the Lead

Borrower, its respective jurisdiction of organization or incorporation and the percentage ownership (whether directly or indirectly) of the Lead Borrower in each class of capital stock or other Equity Interests of each of its Subsidiaries. As of the

Closing Date, all of the Subsidiaries of the Lead Borrower are Restricted Subsidiaries.

Section 5.11 Compliance with Laws. Such Borrower and each of its Restricted

Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authority in respect of the conduct of their businesses and the ownership of their property, except

such noncompliance as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 5.12 Environmental Matters. Except as would not, either individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect:

(a) such Borrower and each of its Restricted Subsidiaries is in compliance with all Environmental Laws and has

obtained and is in compliance with all permits issued under such Environmental Laws;

(b) there are no pending or, to the knowledge of such

Borrower or any of its Restricted Subsidiaries, threatened Environmental Claims against the Borrowers or any of their respective Restricted Subsidiaries or any real property, including leaseholds, currently or, to the knowledge of the Borrowers,

formerly owned or operated by the Borrowers or any of their respective Restricted Subsidiaries;

any of their respective Restricted Subsidiaries, there are no facts, circumstances, conditions or occurrences that could reasonably be expected to (i) form the basis of an Environmental Claim against or result in an Environmental Liability of a

Borrower or any Restricted Subsidiary, or (ii) cause any real property of a Borrower or any Restricted Subsidiary to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by a Borrower or any

of its Restricted Subsidiaries under any Environmental Law; and

(d) Hazardous Materials have not been Released on, at, under or from any

facility currently or, to the knowledge of the Borrowers, formerly owned or operated by any Borrower or any of its Restricted Subsidiaries that would reasonably be expected to result in any liability of a Borrower or any of its Restricted

Subsidiaries.

Section 5.13 Investment Company. No Borrower is required to register as an “investment company”

under the Investment Company Act of 1940, as amended.

Section 5.14 Intellectual Property. Such Borrower and each of its

Restricted Subsidiaries own all the patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how or other intellectual property rights, or each has obtained licenses or other rights of whatever nature necessary for the

present conduct of its businesses, in each case without any known conflict with the rights of others which, or the failure of which to obtain, as the case may be, would reasonably be expected to result in a Material Adverse Effect.

Section 5.15 Good Title. Such Borrower and its Restricted Subsidiaries have good

and indefeasible title to, or valid leasehold interests in, their material properties and assets as reflected on the Lead Borrower’s most recent consolidated balance sheet provided to the Administrative Agent (except for sales of assets

permitted hereunder, and such defects in title or the validity of leasehold interests that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect) and is subject to no Liens, other than Permitted

Liens.

Section 5.16 Labor Relations. Neither any Borrower nor any of its Restricted Subsidiaries is engaged in any unfair

labor practice that would reasonably be expected to have a Material Adverse Effect. There is (i) no strike, labor dispute, slowdown or stoppage pending against any Borrower or any of its Restricted Subsidiaries or, to the knowledge of such

Borrower and its Restricted Subsidiaries, threatened in writing against a Borrower or any of its Restricted Subsidiaries and (ii) to the knowledge of such Borrower and its Restricted Subsidiaries, no union representation proceeding pending with

respect to the employees of a Borrower or any of its Restricted Subsidiaries and no union organizing activities are taking place, except (with respect to any matter specified in clause (i) or (ii) above, either individually or in the

aggregate) such as would not reasonably be expected to have a Material Adverse Effect.

Section 5.17 Capitalization.

Except as set forth on Schedule 5.17, all outstanding Equity Interests of the Lead Borrower and its Restricted Subsidiaries have been duly authorized and validly issued, and, to the extent applicable, are fully paid and nonassessable, and as

of the Closing Date there are no outstanding commitments or other obligations of any Restricted Subsidiary to issue, and no rights of any Person to acquire, any Equity Interests in any Restricted Subsidiary.

Section 5.18 Governmental Authority and Licensing. Such Borrower and its Restricted Subsidiaries have received all licenses,

permits, and approvals of each Governmental Authority necessary to conduct their businesses, in each case where the failure to obtain or maintain the same would reasonably be expected to have a Material Adverse Effect. No investigation or proceeding

that could reasonably be expected to result in revocation or denial of any license, permit or approval is pending or, to the knowledge of the Borrowers, threatened in writing, except where such revocation or denial would not reasonably be expected

to have, either individually or in the aggregate, a Material Adverse Effect.

Section 5.19 Approvals. No authorization,

consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by the Borrowers of any Loan

Document, except (a) for such approvals which have been obtained prior to the Closing Date and remain in full force and effect, (b) filings necessary to perfect Liens created by the Loan Documents and (c) consents, approvals,

registrations, filings, permits or actions the failure of which to obtain or perform would not be reasonably expected to have a Material Adverse Effect.

Section 5.20 Solvency. As of the Closing Date and after giving effect to the Transactions and the incurrence of the indebtedness

and obligations being incurred in connection with this Agreement and the Transactions, (a) the fair value of assets of the Lead Borrower and its Subsidiaries is more than the existing debts of the Lead Borrower and its Subsidiaries as they

become absolute and matured, (b) the present fair saleable value of the assets of the Lead Borrower and its Subsidiaries is greater than the amount that will be required to pay the probable liability on existing debts of the Lead Borrower and

its Subsidiaries as they become absolute and matured, (c) the capital of the Lead Borrower and its Subsidiaries, taken as a whole, is not unreasonably small

in relation to the business of the Lead Borrower or its Subsidiaries, taken as a whole, contemplated as of the Closing Date and as proposed to be conducted following the Closing Date; and

(d) the Lead Borrower and its Subsidiaries are able to meet their debts as they generally become due. For the purposes of this Section 5.20, the amount of any contingent liability at any time shall be computed as the amount that

would reasonably be expected to become an actual and matured liability.

Section 5.21 Anti-Corruption Laws, Sanctions and

Anti-Money Laundering.

(a) Anti-Corruption and Sanctions.

(i) The Lead Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance

by the Lead Borrower and its Subsidiaries and their respective directors, officers, employees, agents, or any other Person acting on behalf of the Lead Borrower or any of its Subsidiaries with Anti-Corruption Laws and applicable Sanctions.

(ii) In the past five years, neither the Lead Borrower nor its Subsidiaries, nor any of their respective directors, officers,

and employees nor, to the knowledge of the Lead Borrower, any other Person acting on behalf of the Lead Borrower or any of its Subsidiaries, has directly or indirectly violated any Anti-Corruption Laws and applicable Sanctions, nor has the Lead

Borrower, any Subsidiary, or any of their respective directors, officers, employees or, to the knowledge of the Lead Borrower, its agents and or any other Person acting on behalf of the Lead Borrower or any of its Subsidiaries, offered, paid,

promised to pay, authorized, solicited, or received the payment of money or anything of value, directly or indirectly, to or from any Person, including any governmental official or employee, political party, official of a political party, candidate

for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in material violation of Anti-Corruption Laws.

(iii) Neither the Lead Borrower nor its Subsidiaries, nor any of their respective directors, officers, employees and, to the

knowledge of the Lead Borrower, its agents or any other Person acting on behalf of the Lead Borrower or any of its subsidiaries has been the subject of any allegations, investigations, litigation, voluntary or directed disclosures to any

Governmental Authority, or whistleblower reports in connection to the Anti-Corruption Laws.

(iv) None of the Lead Borrower

or its Subsidiaries or any of their respective directors, officers or employees, or to the knowledge of the Lead Borrower or its Subsidiaries, any of the respective agents or any other Person acting on behalf of the Lead Borrower or any of its

Subsidiaries is a Sanctioned Person or located, organized or resident in a Sanctioned Country.

(b) Patriot Act. The Lead Borrower

and its Restricted Subsidiaries are in compliance with the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and any other applicable anti-money-laundering laws.

made available to any Person, directly or indirectly, or loaned, contributed or otherwise made available to any Person (I) for the purpose of financing or facilitating any activity or business in any Sanctioned Country, or any activity or

business with any Sanctioned Person or (II) in any other manner which would result in violation of Sanctions by any Person (including any Person participating in the Loans or Letter of Credit, whether as administrative agent, arranger, issuing bank,

lender, underwriter, advisor, investor or otherwise) or (y) be used in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything else of value to any Person, including any governmental official or

employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of Anti-Corruption

Laws.

Section 5.22 Security Interest in Collateral.

(a) Other than during a IG Period, the provisions of the Collateral Documents create legal, valid and enforceable Liens on all of the

Collateral in favor of the Administrative Agent (or any designee or trustee on its behalf), for the benefit of itself and the other Secured Parties, subject, as to enforceability, to applicable bankruptcy, insolvency or similar laws affecting

creditors’ rights generally and to general principles of equity and principles of good faith and dealing, and upon the making of such filings and taking of such other actions required to be taken by the applicable Collateral Documents

(including the filing of appropriate financing statements with the office of the Secretary of State of the state of organization of each Grantor or the filing of appropriate assignments or notices with the U.S. Patent and Trademark Office and the

U.S. Copyright Office, as applicable, in each case in favor of the Administrative Agent (or any designee or trustee on its behalf) for the benefit of itself and the other Secured Parties and the delivery to the Administrative Agent of any

certificates representing Equity Interests or promissory notes required to be delivered pursuant to the applicable Collateral Documents), such Liens constitute perfected Liens on the Collateral (to the extent such Liens are required to be perfected

under the terms of the Loan Documents), securing the Obligations, Hedging Liability, and, at the Lead Borrower’s option, Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, in each case as and to the extent set

forth therein.

Section 5.23 Outbound Investment Rules. No Loan Party is a “covered foreign person” as that term

is used in the Outbound Investment Rules.

ARTICLE 6. COVENANTS.

The Lead Borrower covenants and agrees that, from and after the Closing Date until the Loans or other Obligations hereunder shall have

been paid in full and all Letters of Credit have terminated (other than with respect to contingent indemnification obligations for which no claim has been made and Letters of Credit that have been cash collateralized or otherwise backstopped

(including by “grandfathering” into future credit agreements)) and the Commitments shall have been terminated (the “Termination Date”):

Section 6.1 Information Covenants. The Lead Borrower will furnish to the

Administrative Agent (for delivery to the Lenders):

(a) Quarterly Reports. Within 45 days after the end of each fiscal quarter of

the Lead Borrower not corresponding with the fiscal year end, commencing with the fiscal quarter ending March 31, 2026, the Lead Borrower’s consolidated balance sheet as at the end of such fiscal quarter and the related consolidated

statements of income, comprehensive income and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year-to-date period then ended, each in reasonable detail, prepared by the Lead Borrower in accordance with GAAP, and setting

forth comparative figures for the corresponding fiscal quarter in the prior fiscal year, all of which shall be certified by the chief financial officer or other financial or accounting officer of the Lead Borrower that they fairly present in all

material respects in accordance with GAAP the financial condition of the Lead Borrower and its Subsidiaries as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, subject to normal

year-end audit adjustments and the absence of footnotes.

(b) Annual Statements. Within 90 days after the close of each fiscal year

of the Lead Borrower (commencing with the fiscal year ending June 30, 2026), a copy of the Lead Borrower’s consolidated balance sheet as of the last day of the fiscal year then ended and the Lead Borrower’s consolidated statements

of income, comprehensive income, cash flows and shareholders’ equity for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail and showing in comparative form the figures for the previous fiscal year,

accompanied by a report thereon of BDO USA, P.C. or another firm of independent public accountants of recognized national standing, selected by the Lead Borrower, to the effect that the consolidated financial statements have been prepared in

accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of the Lead Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year

then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards (which report shall be unqualified as to scope of such audit and shall not

contain any “going concern” or like qualification or explanatory paragraph; provided that such report may contain a “going concern” qualification, explanatory paragraph or emphasis solely as a result of (A) an

impending maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant (including the financial covenants described herein) on a

future date or in a future period.

Section 6.1(a) and (b), upon the reasonable request of the Administrative Agent, to host a single call with senior management of the Lead Borrower, the Administrative Agent and the Lenders to discuss the financial statements with

respect to such reporting period.

(d) Compliance Certificate. At the time of the delivery of the financial statements provided for

in Section 6.1(a) and (b), a certificate of the chief financial officer or other financial or accounting officer of the Lead Borrower substantially in the form of Exhibit E (w) stating no Default or Event of Default

has occurred and is then continuing or, if a Default or Event of Default exists, a detailed description of the Default or Event of Default and all actions the Lead Borrower is taking with respect to such Default or Event of Default, (x) during

a Non-IG Period, designating any applicable Domestic Subsidiary as a Material Subsidiary and (y) showing the Lead Borrower’s compliance with the covenants set forth in Section 6.23.

(e) Notice of Default or Litigation. Promptly after any senior executive officer of

the Lead Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Lead

Borrower proposes to take with respect thereto and (ii) the commencement of, or threat in writing of, or any significant development in, any litigation, labor controversy, arbitration or governmental proceeding pending against the Lead Borrower

or any of its Restricted Subsidiaries which would reasonably be expected to result in a Material Adverse Effect.

(f) Other Reports and

Filings. To the extent not required by any other clause in this Section 6.1, promptly, copies of all financial information, proxy materials and other material information which the Lead Borrower or any of its Restricted Subsidiaries

has delivered to holders of, or to any agent or trustee with respect to, Indebtedness of the Lead Borrower or any of its Subsidiaries in their capacity as such a holder, agent or trustee to the extent that the aggregate principal amount of such

Indebtedness exceeds (or upon the utilization of any unused commitments may exceed) $250.0 million.

(g) Environmental Matters.

Promptly after the Lead Borrower obtains knowledge thereof, notice of one (1) or more of the following environmental matters which individually, or in the aggregate, may reasonably be expected to have a Material Adverse Effect: (i) any notice

of an Environmental Claim against the Lead Borrower or any of its Subsidiaries or any real property owned or operated by the Lead Borrower or any of its Subsidiaries; (ii) any condition or occurrence on or arising from any real property owned

or operated by the Lead Borrower or any of its Subsidiaries that (a) results in noncompliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law or (b) could reasonably be expected to form the basis of an

Environmental Claim against the Lead Borrower or any of its Subsidiaries or any such real property; (iii) any condition or occurrence on any real property owned or operated by the Lead Borrower or any of its Subsidiaries that could reasonably

be expected to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability by the Lead Borrower or any of its Subsidiaries of such real property under any Environmental Law; and (iv) any

removal or remedial actions to be taken in response to the actual or alleged presence of any Hazardous Material on any real property owned or operated by the Lead Borrower or any of its Subsidiaries as required by any Environmental Law or any

Governmental Authority. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the Lead Borrower’s or such Subsidiary’s response thereto. In

addition, the Lead Borrower agrees to provide the Lenders with copies of all material non-privileged written communications by the Lead Borrower or any of its Subsidiaries with any Person or Governmental Authority relating to any of the matters set

forth in clauses (i) through (iv) above, and such detailed reports relating to any of the matters set forth in clauses (i) through (iv) above as may reasonably be requested by, and solely to the extent the Lead Borrower has not

otherwise produced such notice or report, at the expense of, the Administrative Agent or the Required Lenders.

(h) Other

Information. From time to time, such other information or documents (financial or otherwise) as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Administrative Agent and

any Lender (through the Administrative Agent) may request such information in their respective capacities as Administrative Agent and Lender only and may not use such information for any purpose other than a purpose reasonably related to its

capacity as Administrative Agent or Lender, as applicable.

Information and documents required to be delivered pursuant to this Section 6.1

may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the

website address provided to the Administrative Agent or on an Intralinks or similar site to which the Lenders have been granted access; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent.

Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 6.1 may be satisfied

by furnishing the Lead Borrower’s Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission.

The Lead

Borrower acknowledges and agrees that all financial statements furnished pursuant to clauses (a) and (b) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders

as contemplated by Section 10.25 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such paragraph (unless the Lead Borrower otherwise notifies the

Administrative Agent in writing on or prior to delivery thereof).

Section 6.2 Inspections. The Lead Borrower will, and will

cause each Restricted Subsidiary to, permit officers, designated representatives and agents of the Administrative Agent (or any Lender solely if accompanying the Administrative Agent), to visit and inspect any tangible Property of the Lead Borrower

or such Restricted Subsidiary, and to examine the books of account of the Lead Borrower or such Restricted Subsidiary and discuss the affairs, finances and accounts of the Lead Borrower or such Restricted Subsidiary with its and their officers and

independent accountants, all at such reasonable times during normal business hours as the Administrative Agent may request, in each case, subject to Section 10.23; provided that (i) reasonable prior written notice of any such

visit, inspection or examination shall be provided to the Lead Borrower and such visit, inspection or examination shall be performed at reasonable times to be agreed to by the Lead Borrower, which agreement will not be unreasonably withheld,

(ii) other than any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise its rights under this Section 6.2 more often than one time during any such fiscal year, the

Lead Borrower is not obligated to compensate the Administrative Agent for more than one inspection and examination by the Administrative Agent during any fiscal year and any such compensation shall be subject to the limitations of

Section 10.13, and (iii) the Administrative Agent may conduct inspections pursuant to this Section 6.2 in its capacity as Administrative Agent only and may not conduct inspections or utilize information from such

inspections for any purpose other than a purpose reasonably related to its capacity as Administrative Agent. The Administrative Agent shall give the Lead Borrower a reasonable opportunity to participate in any discussions with the Lead

Borrower’s independent public accountants.

Section 6.3 Maintenance of Property, Insurance, Environmental Matters, etc.

(a) The Lead Borrower will, and will cause each of its Subsidiaries to, (i) keep its

tangible property, plant and equipment in good repair, working order and condition, (ii) prosecute, maintain and renew its intellectual property, except to the extent permitted herein, except (A) in the case of clause (i) with respect

to normal wear and tear and casualty and condemnation and (B) in the case of clauses (i) and (ii) to the extent that failure to do so would not reasonably be expected to result in a Material Adverse Effect and (iii) maintain in

full force and effect with insurance companies that the Lead Borrower believes are financially sound and reputable insurance against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business of the

Lead Borrower of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Lead Borrower and the Restricted Subsidiaries) as are

customarily carried under similar circumstances by such other Persons and shall furnish to the Administrative Agent upon its reasonable request (but not more than once per fiscal year in the absence of an Event of Default) reasonably detailed

information as to the insurance so carried.

(b) Without limiting the generality of Section 6.3(a), the Lead Borrower and its

Subsidiaries: (i) shall comply with, and maintain all real property in compliance with, any Environmental Laws; (ii) shall obtain and maintain in full force and effect all permits issued under Environmental Law required for its operations

at or on its facilities; (iii) shall cure as soon as reasonably practicable any material violation of applicable Environmental Laws with respect to any of its real properties; (iv) shall not, and shall not permit any other Person to, own

or operate on any of its real properties any landfill or dump or hazardous waste treatment, storage or disposal facility as defined pursuant to the RCRA, or any comparable state law; and (v) shall not use, generate, treat, store, release or

dispose of Hazardous Materials at, under, from or on any of the real property except in the ordinary course of its business and in compliance with all Environmental Laws; except, with respect to clauses (i), (ii), (iv) and (v), to the extent,

either individually or in the aggregate, all of the same would not be reasonably expected to have a Material Adverse Effect. With respect to any Release of Hazardous Materials, the Lead Borrower and its Restricted Subsidiaries shall conduct any

necessary or required investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, cleanup or abate any material quantity of Hazardous Materials released as required by any

applicable Environmental Law.

Section 6.4 Books and Records. The Lead Borrower will, and will cause each Restricted Subsidiary to,

maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the

assets and business of the Lead Borrower or its Restricted Subsidiary, as the case may be.

Section 6.5 Preservation of

Existence. The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect (a) its existence under the laws of its jurisdiction of

organization and (b) its franchises, authority to do business and governmental licenses, except, (i) in the case of clause (a) with respect to each Restricted Subsidiary and (ii) in the case of clause (b), in each case, where the

failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 6.5 shall prevent the Lead Borrower or any Restricted Subsidiary from consummating any

transaction permitted by Section 6.17.

Section 6.6 Compliance with Laws. The Lead Borrower shall, and shall cause each

Restricted Subsidiary to, comply in all respects with the requirements of all laws, rules, regulations, ordinances and orders applicable to its property or business operations of any Governmental Authority, where any such non-compliance,

individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or result in a Lien upon any of its Property (other than a Permitted Lien). The Lead Borrower will maintain in effect and enforce policies and

procedures designed to promote compliance by the Lead Borrower, its Subsidiaries and their respective directors, officers and employees in connection with the Lead Borrower or its Subsidiaries with Anti-Corruption Laws, applicable Sanctions and the

Patriot Act and other applicable anti-money laundering laws.

Section 6.7 ERISA. The Lead Borrower shall, and shall

cause each Subsidiary to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed would reasonably be expected to have a Material Adverse Effect. The Lead Borrower shall, and shall

cause each Subsidiary to, promptly notify the Administrative Agent of: (a) the occurrence of any ERISA Event or Reportable Event with respect to a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any

Plan or appointment of a trustee therefor and (c) its intention to terminate or withdraw from any Plan, in each case, except as could not reasonably be expected to have a Material Adverse Effect.

Section 6.8 Payment of Taxes. The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, pay and discharge all

material Taxes (whether or not shown on any Tax return, and including in its capacity as withholding agent) imposed upon it or any of its Property, before becoming delinquent and before any material penalties accrue thereon, unless and to the extent

that (a) such Taxes are being contested in good faith and by proper proceedings and as to which appropriate reserves are provided in accordance with GAAP or (b) the failure to pay such Taxes could not be reasonably expected, either

individually or in the aggregate, to have a Material Adverse Effect.

Section 6.9 Designation of Subsidiaries. Solely

during a Non-IG Period, the Lead Borrower may at any time after the Closing Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary and designate

(or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation or re-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing

(including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or its assets) and (ii) immediately after giving effect to such designation or re-designation, the Leverage Ratio does not exceed

2.50:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a)

or (b)). The designation (or re-designation) of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment by the Lead Borrower therein at the date of designation (or re-designation) in an amount equal

to the fair market value of the Lead Borrower’s or its Restricted Subsidiary’s (as applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in such amount would be permitted at such

time pursuant to Section 6.18. Unrestricted Subsidiaries will not be subject to any of the representations and warranties, covenants or Events of Default set forth in the Loan Documents and shall be excluded

from consolidated financial reporting. No Material Intellectual Property may be sold or otherwise transferred (including by exclusive license) to any Unrestricted Subsidiary and no Restricted

Subsidiary that owns (or holds an exclusive license with respect to) Material Intellectual Property may be designated as an Unrestricted Subsidiary.

Section 6.10 Use of Proceeds. The Borrowers shall use the proceeds of the Revolving Loans on or after the Closing Date for working

capital needs and for other general corporate purposes of the Borrowers and their respective Restricted Subsidiaries. The proceeds of any Loans or Letter of Credit will not (x) be made available to any Person, directly or indirectly,

(I) for the purpose of financing or facilitating any activity in any Sanctioned Country, or any activity with any Sanctioned Person or (II) in any other manner which would result in violation of Sanctions by any Person party to this Agreement

or (y) be used in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything else of value to any person, including to any governmental official or employee, political party, official of a political

party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of Anti-Corruption Laws.

Section 6.11 Transactions with Affiliates. Solely during a Non-IG Period, the Lead Borrower shall not, nor shall it permit any

Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than between or among the Lead Borrower and/or its Restricted Subsidiaries, including any entity that becomes a Restricted

Subsidiary as a result of such transaction), except on terms that are not materially less favorable to the Lead Borrower or such Restricted Subsidiary as would have been obtained in a comparable arm’s-length transaction with a Person that is

not an Affiliate; provided that the foregoing restrictions shall not apply to:

(a) individual transactions with an aggregate

value of less than $30 million;

(b) transactions permitted by Sections 6.18 and 6.19;

(c) the issuance of capital stock or other Equity Interests of the Lead Borrower or other payment to the management of the Borrowers or any of

its Restricted Subsidiaries, pursuant to arrangements described in the following clause (e), or otherwise to the extent permitted under this Article 6;

(d) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Lead Borrower and the

Restricted Subsidiaries and their respective directors, officers, employees (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of capital stock pursuant to

put/call rights or similar rights with current or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the board of directors

(or similar governing body) of the Lead Borrower;

(e) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities

provided on behalf of, directors, managers, consultants, officers and employees of the Lead Borrower and the Restricted Subsidiaries in the ordinary course of business;

(f) transactions with joint ventures for the purchase and sale of goods, equipment or

services or use of equipment or services entered into in the ordinary course of business;

(g) transactions pursuant to any binding

agreement or commitment or executed agreement in existence on the Closing Date as set forth on Schedule 6.11 and any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect as

compared to the applicable agreement as in effect on the Closing Date;

(h) loans and other transactions among the Borrowers and their

Restricted Subsidiaries to the extent permitted under this Article 6; provided that any Indebtedness of any Loan Party owed to a Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Obligations (it being

understood that payments shall be permitted thereon unless an Event of Default has occurred and is continuing);

(i) payments or loans (or

cancellation of loans) to directors, officers, employees, members of management or consultants of the Borrowers or any of their Restricted Subsidiaries which are approved by a majority of the board of directors of the Lead Borrower in good faith;

(j) payments to or from, and any transactions (including without limitation, any cash management activities related thereto) with joint

ventures or similar entities which would be subject to this Section 6.11 solely because a Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person;

(k) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the

purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to the Borrowers and the Restricted Subsidiaries in the reasonable determination of

the senior management of Lead Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

(l) any other transaction with an Affiliate, which is approved by a majority of disinterested members of the board of directors (or equivalent

governing body) of the Lead Borrower in good faith.

Section 6.12 Sale/Leaseback Transactions. Solely during a Non-IG Period,

the Lead Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction, except the following:

(a) the Sale/Leaseback Transaction is solely with a Borrower or another Restricted Subsidiary;

(b) the lease is for a period not in excess of 36 months (or which may be terminated by the applicable Borrower or such Subsidiary), including

renewals;

(d) a Borrower or a Restricted Subsidiary within 365 days after the sale of such property in

connection with such Sale/Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such property to (a) the repayment of Indebtedness hereunder, other Indebtedness ranked on a pari passu basis with

the Indebtedness hereunder or Indebtedness of a Restricted Subsidiary, (b) the purchase, construction, development, expansion or improvement of property; or (c) a combination thereof; or

(e) the Attributable Debt of the Borrowers and Restricted Subsidiaries in respect of such Sale/Leaseback Transaction and all other

Sale/Leaseback Transactions entered into after Closing Date (other than any such Sale/Leaseback Transaction as would be permitted as described in clauses (a) through (d) of this Section 6.12) does not exceed the

greater of $650.0 million and 45.0% of Consolidated Adjusted EBITDA (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required

to be delivered pursuant to Section 6.1(a) or (b)).

Section 6.13 Change in the Nature of Business. The

Borrower and its Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by the Borrower on the Closing Date and other business

activities which are extensions thereof or otherwise incidental or related or ancillary to any of the foregoing.

Section 6.14 No Changes in Fiscal Year. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, change its

fiscal year for financial reporting purposes from its present basis; provided that the Borrower and its Restricted Subsidiaries may change their fiscal year end one time, subject to any adjustments to this Agreement that are necessary in

order to reflect such change in financial reporting (and the parties hereto hereby authorize the Borrower and the Administrative Agent to make any such amendments to this Agreement as they jointly deem necessary to give effect to the foregoing).

Section 6.15 Indebtedness.

(I) Solely during a Non-IG Period, the Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, contract, create,

incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness created under this Agreement (including pursuant to

Section 2.12, Section 2.13 and Section 2.14) and under the other Loan Documents, Hedging Liability (other than for speculative purposes) and Funds Transfer Liability, Deposit Account Liability and Data Processing

Obligations of the Lead Borrower and its Restricted Subsidiaries, and any Refinancing Indebtedness in respect thereof;

(b) Indebtedness

owed pursuant to Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with Persons other than Lenders (or their Affiliates);

(c) intercompany Indebtedness among the Borrowers and its Restricted Subsidiaries to the extent permitted by Section 6.18;

(d) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising

under Capital Leases) the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of capital expenditures, whether through

the direct purchase of assets or the purchase of capital stock of any Person owning such assets; provided that, the aggregate principal amount of Indebtedness outstanding under this clause (d), together with any Refinancing

Indebtedness in respect thereof, shall not exceed $500.0 million;

(e) Indebtedness of the Lead Borrower and its Restricted Subsidiaries

not otherwise permitted by this Section 6.15(I) and any Refinancing Indebtedness in respect thereof; provided that the aggregate amount of Indebtedness outstanding under this clause (e) shall not exceed the greater of

$750.0 million and 55% of Consolidated Adjusted EBITDA (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be

delivered pursuant to Section 6.1(a) or (b));

(f) Contingent Obligations incurred by (i) any Restricted Subsidiary

in respect of Indebtedness of a Borrower or any other Restricted Subsidiary that is permitted to be incurred under this Agreement and (ii) the Lead Borrower in respect of Indebtedness of any Restricted Subsidiary that is permitted to be

incurred under this Agreement; provided that any such Contingent Obligations incurred by a Borrower or any Loan Party with respect to Indebtedness incurred by any Restricted Subsidiary that is not a Loan Party must be permitted by

Section 6.18;

(g) Contingent Obligations incurred in the ordinary course of business in respect of obligations to suppliers,

customers, franchisees, lessors, licensees or distribution partners;

(h) (i) unsecured (other than vendors’ liens arising by

operation of law or in connection with trade payables (including purchase money security interests incurred in the ordinary course of business or consistent with past practice)) Indebtedness in respect of obligations of the Lead Borrower or any

Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers

on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements and (ii) unsecured Indebtedness in respect of intercompany obligations of the Lead Borrower or any Restricted

Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money;

(i) Indebtedness arising from agreements of the Lead Borrower or any Restricted Subsidiary providing for earn outs, indemnification, adjustment

of purchase price or similar obligations, in each case, entered into in connection with the disposition of any business, assets or capital stock permitted hereunder, other than Contingent Obligations incurred by any Person acquiring all or any

portion of such business, assets or capital stock for the purpose of financing such acquisition;

(j) Indebtedness arising from agreements of the Lead Borrower or any Restricted Subsidiary

providing for earn outs, indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with any Permitted Acquisitions or other investments permitted under Section 6.18;

(k) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar

obligations incurred in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements;

(l)

Indebtedness of the Lead Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take-or-pay obligations contained in supply agreements, in each case arising in the ordinary course of business

and not in connection with the borrowing of money or Hedge Agreements;

(m) Indebtedness representing deferred compensation or similar

arrangements to employees, consultants or independent contractors of the Lead Borrower and its Restricted Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with any Permitted Acquisition or other investment

permitted under Section 6.18;

(n) Indebtedness consisting of promissory notes issued to current or former officers, managers,

consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Lead Borrower permitted by

Section 6.20;

(o) Indebtedness in respect of Cash Management Services, netting services, automatic clearing house arrangements,

employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business;

(p) Indebtedness in existence on the Closing Date (and any Refinancing Indebtedness in respect thereof) and if such Indebtedness is in excess

of $50 million as set forth on Schedule 6.15;

(q) Indebtedness incurred by the Lead Borrower or any Restricted Subsidiary

constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation laws, unemployment insurance

laws or similar legislation, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation laws, unemployment insurance laws or similar legislation; provided, however, that upon the drawing

of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(r) [reserved];

(s) Indebtedness

of Persons that are acquired by the Lead Borrower or any Restricted Subsidiary or merged into the Lead Borrower or a Restricted Subsidiary in a Permitted Acquisition in accordance with the terms of this Agreement or that is assumed by the Lead

Borrower or any Restricted Subsidiary in connection with such Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition;

(t) Indebtedness of the Lead Borrower or any of its Restricted Subsidiaries supported by a

letter of credit in a principal amount not to exceed the face amount of such letter of credit;

(u) senior unsecured Indebtedness of the

Lead Borrower or any of its Restricted Subsidiaries (and Refinancing Indebtedness in respect thereof); provided that (i) such Indebtedness has a final scheduled maturity date no earlier than the Final Revolving Termination Date then in

effect, (ii) the maximum aggregate principal amount of such Indebtedness by non-Loan Parties does not exceed the greater of $250.0 million and 17.5% of Consolidated Adjusted EBITDA (calculated on a Pro Forma Basis as of the last day of the most

recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b)), (iii) subject to the preceding clause (iii), such

Indebtedness is guaranteed only by the Loan Parties, (iv) after giving effect thereto, the Leverage Ratio does not exceed 3.00:1.00 (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal

quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b)), and (iv) no Default or Event of Default under Section 7.1(a), Section 7.1(j) or

Section 7.1(k) hereof shall have occurred and be continuing or would result therefrom;

(v) endorsement of negotiable instruments

for deposit or collection or similar transactions in the ordinary course of business;

(w) Permitted Receivables Financings;

(x) Indebtedness of the Lead Borrower or any Restricted Subsidiary undertaken in connection with cash management and related activities with

respect to any Subsidiary in the ordinary course of business;

(y) Indebtedness, including working capital facilities, asset-level

financings, Capitalized Lease Obligations and purchase money indebtedness, incurred by any Foreign Subsidiary; provided that the amount of Indebtedness outstanding under this clause (y), together with any Refinancing Indebtedness in

respect thereof, shall not exceed the greater of $300.0 million and 20.0% of Consolidated Adjusted EBITDA based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1(a) or (b), but

giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination;

(z) Indebtedness incurred in

connection with any Sale/Leaseback Transaction together with any Refinancing Indebtedness in respect thereof; provided that any Indebtedness incurred in connection with any Sale/Leaseback Transaction shall be permitted under

Section 6.12;

(aa) Indebtedness represented by the Existing Convertible Notes, together with any Refinancing Indebtedness in

respect thereof;

(bb) Indebtedness incurred by one or more of the Lead Borrower’s Restricted Subsidiaries organized in Taiwan in an

amount to not exceed $2,000,000,000 in the aggregate at any time outstanding and guarantees by the Lead Borrower in respect thereof;

(cc) all customary premiums (if any), interest (including post-petition interest), fees,

expenses, charges and additional or contingent interest on obligations described in each of Section 6.15(I)(a) through Section 6.15(I)(bb) above.

(II) (a) When an IG Period is in effect, the Lead Borrower will not permit any Restricted Subsidiary that is not a Loan Party to create,

incur, assume, guarantee or permit to exist (collectively, “incur”) any Indebtedness (including Acquired Debt).

(b) The

foregoing restriction shall not apply to the following items:

(i) Indebtedness owed pursuant to Hedge Agreements entered

into in the ordinary course of business and not for speculative purposes;

(ii) Indebtedness of any Restricted Subsidiary

owed to the Lead Borrower or any other Restricted Subsidiary; provided that such Indebtedness shall not have been transferred to any Person other than the Lead Borrower or a Restricted Subsidiary;

(iii) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising under Capital Leases) and any

Refinancing Indebtedness in respect thereof, the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of capital

expenditures, whether through the direct purchase of assets or the purchase of capital stock of any Person owning such assets; provided that, the aggregate principal amount of Indebtedness outstanding under this clause (b)(iii) shall

not exceed $500.0 million;

(iv) Contingent Obligations incurred by any Restricted Subsidiary in respect of Indebtedness of

a Borrower or any other Restricted Subsidiary that is permitted to be incurred under this Agreement.

(v) Contingent

Obligations incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees or distribution partners;

(vi) (i) unsecured (other than vendors’ liens arising by operation of law or in connection with trade payables

(including purchase money security interests incurred in the ordinary course of business or consistent with past practice)) Indebtedness in respect of obligations of any Restricted Subsidiary to pay the deferred purchase price of goods or services

or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in

connection with the borrowing of money or any Hedge Agreements and (ii) unsecured Indebtedness in respect of intercompany obligations of any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services

rendered in the ordinary course of business and not in connection with the borrowing of money;

(vii) Indebtedness arising from agreements providing for earn outs,

indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with the disposition of any business, assets or capital stock permitted hereunder, other than Contingent Obligations incurred by any

Person acquiring all or any portion of such business, assets or capital stock for the purpose of financing such acquisition;

(viii) Indebtedness arising from agreements providing for earn outs, indemnification, adjustment of purchase price or similar

obligations, in each case, entered into in connection with any acquisitions or other investments;

(ix) Indebtedness in

respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements;

(x) Indebtedness consisting of (i) obligations to pay insurance premiums or (ii) take-or-pay obligations

contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements;

(xi) Indebtedness representing deferred compensation or similar arrangements to employees, consultants or independent

contractors of the Lead Borrower and its Restricted Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with any Acquisition or other investment;

(xii) Indebtedness consisting of promissory notes issued to current or former officers, managers, consultants, directors and

employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Lead Borrower;

(xiii) Indebtedness in respect of Cash Management Services, netting services, automatic clearing house arrangements,

employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business;

(xiv) Indebtedness in existence on the Closing Date (and any Refinancing Indebtedness in respect thereof) and if such

Indebtedness is in excess of $50 million as set forth in all material respects on Schedule 6.14;

(xv) Indebtedness

of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(xvi) Indebtedness of Persons that are acquired or merged into a Restricted

Subsidiary in an Acquisition or that is assumed by a Restricted Subsidiary in connection with such Acquisition; provided that such Indebtedness is not incurred in contemplation of such Acquisition;

(xvii) Indebtedness incurred by one or more of the Lead Borrower’s Restricted Subsidiaries organized in Taiwan in an

amount to not exceed $2,000,000,000 in the aggregate at any time outstanding, and any Refinancing Indebtedness in respect thereof;

(xviii) other Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding under this

clause (b)(xviii) (together with any Refinancing Indebtedness in respect thereof) together with the aggregate principal amount of the outstanding Indebtedness secured by Liens permitted by Section 6.16(II)(t), shall not exceed the

greater of $700 million and 50.0% of Consolidated Adjusted EBITDA measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on or prior to such date pursuant to

Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination;

(xix) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of

business; and

(xx) Permitted Receivables Financings.

For purposes of determining compliance with this Section 6.15 or Section 6.16, the amount of any

Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the date on which such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of

revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing

would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall not be deemed to have been exceeded so

long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees,

underwriting discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing.

Further, for purposes of determining compliance with this Section 6.15, (A) Indebtedness need not be permitted

solely by reference to one category of permitted Indebtedness (or any portion thereof) described in this Section 6.15 but may be permitted in part under any relevant combination thereof (and subject to compliance, where relevant, with

Section 6.16) and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in this Section 6.15,

the Lead Borrower may, in its sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any

manner that complies with this Section 6.15 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses

(or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant only to such clause or clauses (or any portion thereof); provided that all Indebtedness outstanding

under this Agreement shall at all times be deemed to have been incurred pursuant to clause (I)(a) or (II)(a), as applicable, of this Section 6.15.

Section 6.16 Liens. (I) Solely during a Non-IG Period, the Lead Borrower will not, and will not permit any of its Restricted

Subsidiaries to, create, incur or suffer to exist any Lien on any of its Property; provided that the foregoing shall not prevent the following (the Liens described below in this Section 6.16 (including clause (II)), the

“Permitted Liens”):

(a) Liens for the payment of taxes which are not yet due and payable and Liens (or deposits as security)

for taxes which are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been provided for in accordance with GAAP;

(b) Liens (i) arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security

obligations, statutory obligations or other similar charges, (ii) in connection with bids, tenders, contracts or leases to which the Lead Borrower or any Restricted Subsidiary is a party or (iii) to secure public or statutory obligations

of such Person or deposits of cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a party, or deposits as security or for the payment of rent, in each case, incurred in the ordinary course of business;

course of business with respect to obligations which are not overdue by a period of more than 60 days or if more than 60 days overdue (i) which would not reasonably be expected to have a Material Adverse Effect or (ii) which are being

contested in good faith by appropriate proceedings;

(d) Liens created by or pursuant to this Agreement and the Collateral Documents;

(e) Liens on property of the Lead Borrower or any Restricted Subsidiary created solely for the purpose of securing indebtedness permitted by

Section 6.15(I)(d) hereof; provided that no such Lien shall extend to or cover other Property of the Lead Borrower or such Restricted Subsidiary other than the respective Property so acquired or similar Property acquired from the

same lender or its Affiliates, and the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of all such Property;

(f) Liens assumed in connection with Permitted Acquisitions and not created in contemplation thereof;

(g) easements, rights-of-way, restrictions, and other similar encumbrances as to the use of real property of the Lead Borrower or any

Restricted Subsidiary incurred in the ordinary course of business which do not impair their use in the operation of the business of such Person;

(h) Liens in connection with Sale/Leaseback Transactions permitted by

Section 6.15(I)(z);

(i) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned

or leased by the Lead Borrower or any of its Restricted Subsidiaries are located;

(j) Liens arising from judgments or decrees for the

payment of money in circumstances not constituting an Event of Default under Section 7.1;

(k) any interest or title of a

lessor, sublessor, licensor or sublicensor or Lien securing a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease not prohibited by this Agreement and leases, licenses, subleases or sublicenses granted

to others that do not (x) interfere in any material respect with the business of the Lead Borrower and its Restricted Subsidiaries, taken as a whole, or (y) secure any Indebtedness;

(l) licenses, sublicenses, covenants not to sue or other grants of rights to intellectual property rights granted (i) in the ordinary

course of business or (ii) in the reasonable business judgment of the Lead Borrower or the Restricted Subsidiaries in the conduct of its business (including in the settlement of litigation or entering into cross-licenses);

(m) any zoning, building or similar law or right reserved to, or vested in, any Governmental Authority to control or regulate the use of any

real property that does not materially interfere with the ordinary course of conduct of the business of the Lead Borrower and its Restricted Subsidiaries, taken as a whole;

(n) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching

to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right to set off), which

are within the general parameters customary in the banking industry;

(o) Liens (i) on cash advances in favor of the seller of any

property to be acquired in an investment permitted pursuant to Section 6.18 to be applied against the purchase price for such investment or (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any

property in a transaction permitted under Section 6.17;

(p) Liens on securities that are the subject of repurchase agreements

constituting Cash Equivalents;

(q) Liens that are contractual rights of setoff (i) relating to the establishment of depository

relations with banks not given in connection with the issuance of indebtedness, (ii) relating to pooled deposit, automatic clearing house or sweep accounts of the Lead Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or

similar obligations incurred in the ordinary course of business of the Lead Borrower and its Restricted Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Lead Borrower or any Restricted

Subsidiary in the ordinary course of business or (iv) relating to the credit cards and credit accounts of the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

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(r) Liens solely on any cash earnest money deposits or escrow arrangements made by the Lead

Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(s)

Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(t) Liens incurred to

secure any obligations; provided that the aggregate principal amount of all such obligations secured by such Liens, together with all Refinancing Indebtedness in respect thereof, shall not exceed the greater of $750.0 million and 55% of

Consolidated Adjusted EBITDA (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to

Section 6.1(a) or (b));

(u) Liens in favor of the issuer of customs, stay, performance, bid, appeal or surety bonds or

completion guarantees and other obligations of a like nature or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(v) Liens existing on the Closing Date or pursuant to agreements in existence on the Closing Date and to the extent securing Indebtedness in

excess of $50 million, as described on Schedule 6.16 and any modifications, replacements, renewals or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the Closing Date (and any

Refinancing Indebtedness in respect of such obligations permitted by Section 6.15) and shall not subsequently apply to any other property or assets of the Lead Borrower or any Restricted Subsidiary other than (x) after-acquired

property that is affixed or incorporated into the property covered by such Lien and (y) proceeds and products thereof;

(w) Liens on

property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted

Subsidiary or concurrently therewith; provided further that such Liens may not extend to any other property owned by the Lead Borrower or any of its Restricted Subsidiaries; provided further that such Liens secure Indebtedness

permitted to be incurred under Section 6.15(I)(s);

(x) Liens on property at the time the Lead Borrower or a Subsidiary

acquired the property, including any acquisition by means of a merger or consolidation with or into the Lead Borrower or any of its Restricted Subsidiaries; provided, that such Liens are not created or incurred in connection with, or in

contemplation of, such acquisition or concurrently therewith; provided further that the Liens may not extend to any other property owned by the Lead Borrower or any of its Restricted Subsidiaries; provided further that such Liens

secure Indebtedness permitted to be incurred under Section 6.15(I)(s);

(y) Liens on inventory or other goods and the proceeds

thereof (i) constituting vendors’ liens arising by operation of law or in connection with trade payables (including purchase money security interests incurred in the ordinary course of business or consistent with past practice) or

(ii) of any Person securing such Person’s obligations under any agreement to facilitate the purchase, shipment or storage of such inventory or other goods;

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(z) Liens to secure any refinancing, refunding, extension, renewal or replacement (or

successive refinancings, refundings, extensions, renewals or replacements) in whole, or in part, of any Indebtedness permitted by Section 6.15(I) and secured by any Lien referred to in Section 6.16(I)(e); provided,

however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to

any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under Section 6.15(I)(e) at the time the original Lien became a Permitted Lien hereunder, and

(B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(aa) Liens to secure any Indebtedness permitted by Section 6.15(I)(b) to the extent that the Lead Borrower or any other Loan Party

is required to post segregated collateral to any clearing agency in respect of any such Indebtedness as required, or as may be required, by the Commodity Exchange Act, any regulations thereto, or any other applicable legislation or regulations in

connection therewith;

(bb) assignments of the right to receive income effected as a part of the sale of a business unit or for collection

purposes;

(cc) Liens arising under any Permitted Receivables Financing permitted under Section 6.15(I)(w);

(dd) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the

importation of goods;

(ee) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary

course of business;

(ff) Liens arising from precautionary UCC financing statements or consignments entered into in connection with any

transaction otherwise permitted under this Agreement; and

(gg) Liens on assets of and the Equity Interests in a Subsidiary that is not a

Loan Party securing Indebtedness of such Subsidiaries permitted by Section 6.15(I).

(II) When an IG Period is in effect, the

Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur or suffer to exist any Lien on any of its Property; provided that the foregoing shall not prevent the following:

(a) Liens for the payment of taxes which are not yet due and payable and Liens (or deposits as security) for taxes which are being contested in

good faith by appropriate proceedings and as to which appropriate reserves have been provided for in accordance with GAAP;

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(b) Liens (i) arising by statute in connection with worker’s compensation,

unemployment insurance, old age benefits, social security obligations, statutory obligations or other similar charges, (ii) in connection with bids, tenders, contracts or leases to which the Lead Borrower or any Restricted Subsidiary is a party

or (iii) to secure public or statutory obligations of such Person or deposits of cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a party, or deposits as security or for the payment of rent, in each case,

incurred in the ordinary course of business;

or other similar Liens arising in the ordinary course of business with respect to obligations which are not overdue by a period of more than 60 days or if more than 60 days overdue (i) which would not reasonably be expected to have a Material

Adverse Effect or (ii) which are being contested in good faith by appropriate proceedings;

(d) Liens created by or pursuant to this

Agreement;

(e) Liens on property of the Lead Borrower or any Restricted Subsidiary created solely for the purpose of securing indebtedness

permitted by Section 6.15(II)(b)(iii) hereof; provided that no such Lien shall extend to or cover other Property of the Lead Borrower or such Restricted Subsidiary other than the respective Property so acquired or similar Property

acquired from the same lender or its Affiliates, and the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of all such Property;

(f) easements, rights-of-way, restrictions, and other similar encumbrances as to the use of real property of the Lead Borrower or any

Restricted Subsidiary incurred in the ordinary course of business which do not impair their use in the operation of the business of such Person;

(g) Liens in connection with Sale/Leaseback Transactions permitted hereunder;

(h) Liens arising from judgments or decrees for the payment of money in circumstances not constituting an Event of Default under

Section 7.1;

(i) any interest or title of a lessor, sublessor, licensor or sublicensor or Lien securing a lessor’s,

sublessor’s, licensor’s or sublicensor’s interest under any lease not prohibited by this Agreement and leases, licenses, subleases or sublicenses granted to others that do not (x) interfere in any material respect with the

business of the Lead Borrower and its Restricted Subsidiaries, taken as a whole, or (y) secure any Indebtedness;

(j) licenses,

sublicenses, covenants not to sue or other grants of rights to intellectual property rights granted (i) in the ordinary course of business or (ii) in the reasonable business judgment of the Lead Borrower in the conduct of its business

(including in the settlement of litigation or entering into cross-licenses);

(k) any zoning, building or similar law or right reserved to,

or vested in, any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary course of conduct of the business of the Lead Borrower and its Restricted Subsidiaries, taken as a

whole;

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(l) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items

in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering

deposits (including the right to set off), which are within the general parameters customary in the banking industry;

(m) Liens

(i) on cash advances in favor of the seller of any property to be acquired in an investment to be applied against the purchase price for such investment or (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of

any property;

(n) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents;

(o) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks not given in

connection with the issuance of indebtedness, (ii) relating to pooled deposit, automatic clearing house or sweep accounts of the Lead Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in

the ordinary course of business of the Lead Borrower and its Restricted Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Lead Borrower or any Restricted Subsidiary in the ordinary course of

business or (iv) relating to the credit cards and credit accounts of the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(p) Liens solely on any cash earnest money deposits or escrow arrangements made by the Lead Borrower or any of its Restricted Subsidiaries in

connection with any letter of intent or purchase agreement permitted hereunder;

(q) Liens on insurance policies and the proceeds thereof

securing the financing of the premiums with respect thereto;

(r) Liens incurred to secure any obligations; provided that the

aggregate principal amount of all such obligations secured by such Liens (together with all Refinancing Indebtedness in respect thereof) shall not exceed the greater of $750 million and 55% of Consolidated Adjusted EBITDA (calculated on a Pro Forma

Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b));

(s) Liens in favor of the issuer of customs, stay, performance, bid, appeal or surety bonds or completion guarantees and other obligations of a

like nature or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(t) Liens existing on the Closing Date or pursuant to agreements in existence on the Closing Date and to the extent securing Indebtedness in

Refinancing Indebtedness in respect of such obligations permitted by Section 6.15(II)) and shall not subsequently apply to any other property or assets of the Lead Borrower or any Restricted Subsidiary other than (x) after-acquired

property that is affixed or incorporated into the property covered by such Lien and (y) proceeds and products thereof;

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(u) Liens arising under any Permitted Receivables Financing;

(v) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, that such Liens

are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary or concurrently therewith; provided further that such Liens may not extend to any other property owned by the Lead

Borrower or any of its Restricted Subsidiaries; provided further that such Liens secure Indebtedness permitted to be incurred under Section 6.15(II)(b)(xvii);

(w) Liens on property at the time such Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with

or into such Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition or concurrently therewith; provided further that the Liens may not

extend to any other property owned by such Restricted Subsidiary; provided further that such Liens secure Indebtedness permitted to be incurred under Section 6.15(II)(b)(xvii);

(x) Liens on inventory or other goods and the proceeds thereof (i) constituting vendors’ liens arising by operation of law or in

connection with trade payables (including purchase money security interests incurred in the ordinary course of business or consistent with past practice)) or (ii) of any Person securing such Person’s obligations under any agreement to

facilitate the purchase, shipment or storage of such inventory or other goods;

(y) assignments of the right to receive income effected as

a part of the sale of a business unit or for collection purposes;

(z) Liens to secure any Indebtedness permitted by

Section 6.15(II)(b)(i) to the extent that the Lead Borrower or any other Subsidiary is required to post segregated collateral to any clearing agency in respect of any such Indebtedness as required, or as may be required, by the Commodity

Exchange Act, any regulations thereto, or any other applicable legislation or regulations in connection therewith;

(aa) Liens arising by

virtue of UCC financing statement filings (or similar filings under applicable law) regarding leases that are not Capital Leases entered into by the Lead Borrower and the Restricted Subsidiaries in the ordinary course of business;

(bb) deposits of cash with the owner or lessor of premises leased and operated by the Lead Borrower or any Restricted Subsidiary to secure the

performance of its obligations under the lease for such premises, in each case in the ordinary course of business;

(cc) Liens in favor of

customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(dd) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

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(ee) Liens on cash and cash equivalents deposited with a trustee or a similar Person

to defease or to satisfy and discharge any Indebtedness; provided that such defeasance or satisfaction and discharge is permitted hereunder;

(ff) Liens arising from precautionary UCC financing statements or consignments entered into in connection with any transaction otherwise

permitted under this Agreement;

(gg) in the case of (i) any Subsidiary that is not a Wholly-owned Subsidiary or (ii) the Equity

Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the organizational documents of such

Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;

(hh) Liens on the net cash

proceeds of any Acquisition Indebtedness held in escrow by a third party escrow agent prior to the release thereof from escrow;

(ii)

ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Lead Borrower or any of its Restricted Subsidiaries are located; and

(jj) Liens on assets of and the Equity Interests in Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiaries permitted by

Section 6.15(II).

For purposes of determining compliance with this Section 6.16, (A) a Lien securing an item

of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in this Section 6.16 but may be permitted in part under any combination thereof and (B) in the event

that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in this Section 6.16, the Lead Borrower may, in its sole

discretion, classify or divide such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.16 and will be entitled to only include the amount and type of such Lien or such item of

Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or

any portion thereof).

Notwithstanding the foregoing under this Section 6.16, solely during an IG Period, neither the Lead

Borrower nor any Restricted Subsidiary shall incur Indebtedness for borrowed money which is secured by Liens on Material Intellectual Property unless the Obligations are also secured by a Lien on that Material Intellectual Property on a pari passu

basis.

Section 6.17 Fundamental Changes; Sales of Assets.

(I) Solely during an IG Period,

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(a) the Lead Borrower will not, and will not permit any Subsidiary to, amalgamate with,

merge into or consolidate with any other Person, or permit any other Person to amalgamate with, merge into or consolidate with it, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of

Default shall have occurred and be continuing and, in the case of clause (D) below, the Lead Borrower shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.23(a), (A) any Person may amalgamate,

merge or consolidate with a Borrower in a transaction in which such Borrower is the surviving entity, (B) the Borrowers may amalgamate, merge or consolidate with any Person in a transaction in which such Person is the surviving entity, provided

that (1) such Person is a corporation or limited liability company organized under the laws of either the United States, any State thereof, or the District of Columbia or the same jurisdiction as the applicable Borrower, (2) prior to or

substantially concurrently with the consummation of such amalgamation, merger or consolidation, (x) such Person shall execute and deliver to the Administrative Agent an assumption agreement (the “Assumption Agreement”), in form and

substance reasonably satisfactory to the Administrative Agent, pursuant to which such Person shall assume all of the obligations of the applicable Borrower under this Agreement and the other Loan Documents, and (y) such Person shall deliver to the

Administrative Agent such documents, certificates and opinions as the Administrative Agent may reasonably request relating to such Person, such amalgamation, merger or consolidation and the Assumption Agreement, and (3) the Lenders shall have

received, at least five Business Days prior to the date of the consummation of such amalgamation, merger or consolidation, (x) all documentation and other information regarding such Person required by bank regulatory authorities under

applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent or any Lender and (y) to the extent

such Person qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Person, it being agreed that upon the execution and delivery to the Administrative

Agent of the Assumption Agreement and the satisfaction of the other conditions set forth in this clause (B), such Person shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the applicable Borrower

under this Agreement and the other Loan Documents (including all obligations in respect of outstanding Loans) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents, be “Lead Borrower” or an

“Additional Borrower”, as applicable, (C) any Person (other than the Borrowers) may amalgamate, merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (D) any Subsidiary (other

than an Additional Borrower) may amalgamate with, merge into or consolidate with any Person (other than another Borrower) in a transaction not prohibited under paragraph (b) of this Section in which, after giving effect to such

transaction, the surviving entity is not a Restricted Subsidiary and (E) any Subsidiary may liquidate or dissolve if the Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Lead Borrower

and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders; and

(b) the Lead Borrower will not, and will

not permit any Subsidiary to, sell, transfer, lease or otherwise dispose of, directly or through any amalgamation, merger or consolidation and whether in one transaction or in a series of transactions, assets (including Equity Interests in

Subsidiaries) representing all or substantially all of the assets of the Lead Borrower and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole.

(II) Solely during a Non-IG Period, the Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, wind up, liquidate

or dissolve its affairs or merge or consolidate, or convey, sell, lease or otherwise dispose of all or any part of its Property, except that this Section 6.17(II) shall not prevent:

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(a) the sale and lease of inventory in the ordinary course of business;

(b) the sale, transfer or other disposition of any Property (including, but not limited to, the abandonment or allowing to lapse of

intellectual property) that, in the reasonable judgment of the Lead Borrower or its Restricted Subsidiaries, has become uneconomic, obsolete or worn out or is no longer useful in its business;

(c) the sale, transfer, lease, or other disposition of Property of the Lead Borrower and its Restricted Subsidiaries to one another;

provided that the fair market value of any Property in respect of any such sale, transfer, lease, or other disposition made by any Loan Party to any Restricted Subsidiary which is not a Loan Party plus the fair market value of any Loan

Party that is merged with and into any Restricted Subsidiary that is not a Loan Party pursuant to a merger permitted by Section 6.17(II)(d) hereof shall not exceed $150 million in the aggregate during the term of this Agreement;

(d) the merger, consolidation or amalgamation of any Restricted Subsidiary with and into the Lead Borrower or any other Restricted Subsidiary;

provided that, in the case of any merger or consolidation involving a Borrower, (i) such Borrower is the legal entity surviving the merger or consolidation and (ii) such surviving entity is organized under the Applicable Laws of the

United States, any state thereof, or the District of Columbia; and provided further that the fair market value of any Loan Party that is merged, consolidated or amalgamated with and into any Restricted Subsidiary which is not a Loan Party

plus the fair market value of any Property in respect of any sale, transfer, lease, or other disposition by a Loan Party to a Restricted Subsidiary which is not a Loan Party permitted by Section 6.17(II)(c) hereof shall not exceed

$150 million in the aggregate during the term of this Agreement;

(e) the disposition or sale of Cash Equivalents;

(f) any Restricted Subsidiary may dissolve if the Lead Borrower determines in good faith that such dissolution is in the best interests of the

Lead Borrower, such dissolution is not disadvantageous to the Lenders and the Lead Borrower or any Restricted Subsidiary receives any assets of such dissolved Subsidiary, subject in the case of a dissolution of a Loan Party that results in a

distribution of assets to a non-Loan Party to the limitations set forth in the provisos in each of clauses (c) and (d) above;

(g) the sale, transfer, lease, or other disposition of Property of the Lead Borrower or any Restricted Subsidiary aggregating for the Lead

Borrower and its Restricted Subsidiaries not more than $200 million during any fiscal year of the Lead Borrower;

(h) the lease, sublease,

license (or cross-license) or sublicense (or cross-sublicense) of real or personal property in the ordinary course of business;

(i) the

disposition of intellectual property rights (to the extent constituting discontinuing the use or maintenance of, failing to pursue, or otherwise abandoning, allowing to lapse, terminating or putting into the public domain, any intellectual

property), in each case, in the ordinary course of business or if the Lead Borrower or any Restricted Subsidiary determines in its reasonable business judgment that such disposed of intellectual property is no longer economical or of strategic

benefit;

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(j) the sale, transfer or other disposal of property (including like-kind exchanges) to the

extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;

(k) the sale, transfer or other disposal of investments in joint ventures to the extent required by, or made pursuant to customary buy/sell

arrangements between, the joint venture parties set forth in joint venture arrangements or similar binding arrangements;

(l) any

transaction permitted by Section 6.18;

(m) (i) the unwinding of any Hedge Agreement or (ii) the unwinding, early

termination or settlement of any Permitted

BondSecurities Hedge Transaction or

Permitted Warrant Transaction;

(n) the disposition of any asset between or among the Lead Borrower and/or its Restricted Subsidiaries as a

substantially concurrent interim disposition in connection with a disposition otherwise permitted pursuant to clauses (a) through (r) (other than this clause (n)) of this Section 6.17(II);

(o) the sale, transfer or other disposition of Property of the Lead Borrower or any Restricted Subsidiary for fair market value so long as

(i) with respect to dispositions in an aggregate amount in excess of the greater of $150 million and 10% of Consolidated Adjusted EBITDA measured as of the date of such sale, transfer or other disposition (calculated on a Pro Forma Basis as of

the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b)), at least 75.00% of the consideration

for such disposition shall consist of cash or Cash Equivalents; provided that for the purposes of the 75.00% cash consideration requirement, (i) (w) the amount of any Indebtedness or other liabilities of the Lead Borrower or any Restricted

Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (x) the amount of any trade-in value applied to the purchase price of any replacement assets

acquired in connection with such disposition, (y) any securities received by the Lead Borrower or such Restricted Subsidiary from such transferee that are converted by the Lead Borrower or such Restricted Subsidiary into cash or Cash

Equivalents (to the extent of the cash or Cash Equivalents received) following closing of the applicable disposition and (z) any Designated Non-Cash Consideration received in respect of such disposition, taken together with all other Designated

Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, does not have an aggregate fair market value exceeding the greater of $250 million and 15% of Consolidated Adjusted EBITDA, shall be deemed to be cash

and (ii) no Event of Default has occurred and is continuing or would result therefrom (determined at the time of the relevant agreement);

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(p) the sale, transfer or other disposition of any assets acquired in connection with any

acquisition permitted under this Agreement (including any Permitted Acquisition) so long as (i) such disposition is made or contractually committed to be made within three hundred and sixty-five (365) days of the date such assets were

acquired by the Lead Borrower or such Restricted Subsidiary, (ii) the Leverage Ratio does not exceed 3.00 to 1.00, in each case calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal

quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b); and (iii) with respect to dispositions in an aggregate amount in excess of the greater of $150 million and

10% of Consolidated Adjusted EBITDA (measured as of the date of such sale, transfer or other disposition and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1(a) or (b),

but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination), at least 75.00% of the consideration for such disposition shall consist of cash or Cash Equivalents (subject to the exceptions set

forth in clauses (w) through (z) of Section 6.17(II)(o) above);

(q) dispositions of property pursuant to one or more

Sale/Leaseback Transactions permitted under Section 6.12;

(r) transfers of condemned property as a result of the exercise of

“eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a

casualty to the respective insurer of such real property as part of an insurance settlement; and

(s) the sale, transfer, lease, or other

disposition of Receivables and any Related Assets of the Lead Borrower or any Restricted Subsidiary in connection with a Permitted Receivables Financing.

To the extent any Collateral is disposed of as permitted by this Section 6.17 to any Person other than a Loan Party, such

Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 6.18 Advances, Investments and Loans. Solely during a Non-IG Period, the Lead Borrower will not, and will not permit any

of its Restricted Subsidiaries to, make loans or advances to (other than advances to customers in the ordinary course of business, consistent with past practice or on customary terms in such Person’s ordinary course of business that are

recorded as accounts receivable on the balance sheet of the lender or advances for the purpose of prepaying depreciation costs of joint ventures), guarantee any obligations of, or make, retain or have outstanding any investments (whether through

purchase of Equity Interests or debt obligations) in, any Person or enter into any partnerships or joint ventures, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future

date in the nature of a futures contract (all of the foregoing, collectively, “investments”), except that this Section 6.18 shall not prevent:

(a) investments constituting receivables created in the ordinary course of business;

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(b) investments in Cash Equivalents;

(c) investments (including debt obligations) received in connection with the bankruptcy or reorganization of a Person and in settlement of

delinquent obligations of, and other disputes with, a Person arising in the ordinary course of business;

(d) (i) the Lead

Borrower’s equity investments from time to time in its Restricted Subsidiaries and (ii) investments made from time to time by a Restricted Subsidiary in the Lead Borrower or one or more of its Restricted Subsidiaries; provided

that, the aggregate amount of any such investments made by any Loan Party in any Restricted Subsidiary which is not a Loan Party plus any intercompany advances by a Loan Party to any Restricted Subsidiary which is not a Loan Party

permitted by Section 6.18(e) hereof (and taken together with any amounts invested pursuant to this clause (d), clause (e) and clause (f) below and any amounts utilized under clause (b)(iii) of the

definition of “Permitted Acquisition”) shall not exceed the greater of $350.0 million and 25.0% of Consolidated Adjusted EBITDA (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive

fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b));

(e) intercompany advances (including in the form of a guarantee for the benefit of such Person) made from time to time from (i) the Lead

Borrower to any one or more Restricted Subsidiaries, (ii) from one or more Restricted Subsidiaries to the Lead Borrower and (iii) from one or more Restricted Subsidiaries to one or more Restricted Subsidiaries; provided that, the

aggregate amount of any such advances made by a Loan Party to a Restricted Subsidiary that is not a Loan Party plus any equity investments by any Loan Party in any Restricted Subsidiary which is not a Loan Party permitted by

Section 6.18(d) hereof (and taken together with any amounts invested pursuant to clause (d) above, this clause (e) and clause (f) below and any amounts utilized under clause (b)(iii) of the

fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b));

(f) other investments (including investments in joint ventures or similar entities that do not constitute Restricted Subsidiaries), in each

case, as valued at the fair market value of such investment at the time each such investment is made, in an aggregate amount for all such investments under this clause (f) that, at the time such investment is made, would not (taken

together with any amounts invested pursuant to clause (d) and clause (e) above and this clause (f) and any amounts utilized under clause (b)(iii) of the definition of “Permitted Acquisition”)

exceed the sum of (i) the greater of $750 million and 55% of Consolidated Adjusted EBITDA (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements

have been or were required to be delivered pursuant to Section 6.1(a) or (b)) plus (ii) the amount of any returns of capital, dividends or other distributions received in connection with such investment (not to exceed

the original amount of the investment);

(g) loans and advances to officers, directors, employees and consultants of the Lead Borrower or

any of its Restricted Subsidiaries for reasonable and customary business related travel expenses, entertainment expenses, moving expenses and similar expenses, in each case incurred in the ordinary course of business and advances of payroll payments

to employees,

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consultants or independent contractors or other advances of salaries or compensation to employees, consultants or independent contractors, in each case in the ordinary course of business;

provided that the aggregate amount of such loan in advance outstanding at any time shall not exceed $10 million;

(h) to the extent

constituting an investment, (i) Hedge Agreements permitted by Section 6.15(I)(a) and (b) or Section 6.15(II)(b)(i), as applicable and (ii) any Permitted BondSecurities Hedge Transaction or

Permitted Warrant Transaction;

(i) investments received upon the foreclosure with respect to any secured investment or other transfer of

title with respect to any secured investment;

(j) investments in the ordinary course of business consisting of Article 3

endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(k) guarantees by the Lead Borrower or any Restricted Subsidiary of leases (other than Capital Leases) or of other obligations that do not

constitute indebtedness for borrowed money, in each case entered into in the ordinary course of business or consistent with past practice;

(l) (i) Permitted Acquisitions and (ii) investments by Restricted Subsidiaries that are not Loan Parties in Persons that become

Restricted Subsidiaries as a result of such investment;

(m) investments permitted under Sections 6.15 (excluding clause

(I)(c)), Section 6.16 (excluding clause (I)(o)(ii) and (II)(m)(ii)) and Section 6.19, in each case, to the extent constituting investments;

(n) other investments, loans and advances in addition to those otherwise permitted by this Section in an amount not to exceed the

Available Amount in the aggregate at any one time outstanding (so long as (i) no Event of Default has occurred, is continuing or would result therefrom and (ii) the Leverage Ratio is less than 3.00 to 1.00 (calculated on a Pro Forma Basis

as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b)));

(o) investments consisting of consideration received in connection with any disposition or other transfer made in compliance with

Section 6.17;

(p) other investments, loans and advances existing on, or contractually committed as of, or pursuant to an

agreement executed on or before Closing Date as set forth on Schedule 6.18 (as the same may be renewed, reinvested, refinanced or extended from time to time); provided that the amount of any such investment or binding commitment may be

increased (x) as required by the terms of such investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities)

or (y) as otherwise permitted under this Agreement;

(q) investments, other than in an Unrestricted Subsidiary, made by any Restricted

Subsidiary that is not a Loan Party to the extent such investments are made with the proceeds received by such Restricted Subsidiary from an investment made by a Loan Party in such Restricted Subsidiary pursuant to this Section 6.18;

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(r) investments the sole consideration for which is Equity Interests (other than

Disqualified Equity Interests) of the Lead Borrower;

(s) guarantees of (i) Indebtedness permitted under Section 6.15

(without double-counting), (ii) performance guarantees and Contingent Obligations incurred or of other obligations that do not constitute indebtedness for borrowed money, in each case entered into in the ordinary course of business and

(iii) any guarantees by the Lead Borrower or any Restricted Subsidiary of operating leases of joint ventures;

(t) additional

investments by the Lead Borrower or any of its Restricted Subsidiaries; provided that on the date of consummation of such investment or, at the Lead Borrower’s election to the extent such investment is made in connection with an

Acquisition, on the date of the signing of any acquisition agreement with respect thereto, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) after giving effect thereto the Leverage

Ratio does not exceed 2.75:1.00 (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to

Section 6.1(a) or (b));

(u) investments in any Subsidiary in connection with intercompany cash management or cash

pooling arrangements or related activities arising in the ordinary course of business;

(v) investments in (i) a Restricted Subsidiary

that is not a Loan Party or (ii) a joint venture, in each case, to the extent such investment is substantially contemporaneously repaid with a dividend or other distribution from such Restricted Subsidiary or joint venture;

(w) non-cash contributions to joint ventures (including, without limitation, contributions of employees, intellectual property and/or services)

in the ordinary course of business;

(x) any investment by any Captive Insurance Subsidiary in connection with its provision of insurance

to the Lead Borrower or any of its Subsidiaries, which investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of applicable law, rule, regulation or order, or that is required or approved by any

regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable and any investment in fixed income or other assets by any Captive Insurance Subsidiary consistent with customary practices of portfolio

management;

(y) investments in Restricted Subsidiaries in connection with Permitted Receivables Financings (solely of Receivables and

Related Assets); and

(z) entry into any Permitted

BondSecurities Hedge Transaction or any Permitted Warrant Transaction and the payment of any premium,

fees or expenses in connection with the entry into, refinancing, or amendment of, any Permitted

BondSecurities Hedge Transaction or any Permitted Warrant Transaction.

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For purposes of determining compliance with this Section 6.18, (A) an

investment need not be permitted solely by reference to one category of permitted investments (or any portion thereof) described in Section 6.18(a) through (x) but may be permitted in part under any relevant combination

thereof and (B) in the event that an investment (or any portion thereof) meets the criteria of one or more of the categories of permitted investments (or any portion thereof) described in Section 6.18(a) through (x), the Lead

Borrower may, in its sole discretion, classify or divide such investment (or any portion thereof) in any manner that complies with this Section 6.18 and will be entitled to only include the amount and type of such investment (or any

portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such investment (or any portion thereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion

thereof); provided that all investments described in Schedule 6.18 shall be deemed outstanding under Section 6.18(q).

Any investment in any person other than a Loan Party that is otherwise permitted by this Section 6.18 may be made through

intermediate investments in Restricted Subsidiaries that are not Loan Parties and such intermediate investments shall be disregarded for purposes of determining the outstanding amount of investments pursuant to any clause set forth above. The amount

of any investment made other than in the form of cash or cash equivalents shall be the fair market value thereof valued at the time of the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof.

Section 6.19 Restricted Payments. Solely during a Non-IG Period, the Lead Borrower shall not, nor shall it permit any of its

Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests or (ii) purchase, redeem, or otherwise acquire or retire any

of its Equity Interests (all the foregoing, “Distributions”); provided that the following shall be permitted:

(a) any Restricted Subsidiary of the Lead Borrower may make Distributions to its parent company (and, in the case of any non-Wholly-owned

Subsidiary, pro rata to its parent companies based on their relative ownership interests in the class of equity receiving such Distribution);

(b) so long as no Event of Default has occurred, is continuing or would result therefrom, the Lead Borrower may redeem, acquire, retire or

repurchase (and the Lead Borrower may declare and pay Distributions, the proceeds of which are used to so redeem, acquire, retire or repurchase and to pay withholding or similar tax payments that are expected to be payable in connection therewith)

its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses,

former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Lead Borrower and its Restricted Subsidiaries, with the proceeds of Distributions from, the Lead Borrower, upon the death, disability, retirement or

termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment

termination agreement or any other employment agreements or equity holders’ agreement; provided that the aggregate amount of Distributions made pursuant to this Section 6.19(b) shall not exceed $40 million in any fiscal

year; provided further that (x) such amount, if not so expended in the fiscal year for which it

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is permitted, may be carried forward for Distributions in the next two (2) fiscal years and (y) Distributions made pursuant to this clause (b) during any fiscal year shall

be deemed made first in respect of amounts permitted for such fiscal year as provided above, second in respect of amounts carried over from the fiscal year two (2) years prior to such date pursuant to clause (x) above and third in respect

of amounts carried over from the immediately preceding fiscal year prior to such date pursuant to clause (x) above;

Borrower may repurchase Equity Interests upon exercise of options or warrants if such Equity Interest represents all or a portion of the exercise price of such options or warrants;

(d) repurchases of the Lead Borrower’s common Equity Interests in an aggregate amount not to exceed $200 million;

(e) the Lead Borrower may make Distributions in an aggregate amount not to exceed the Available Amount at the time such Distribution is made

(so long as (i) no Event of Default has occurred, is continuing or would result therefrom and (ii) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Distribution, is less 3.00:1.00; provided that the

foregoing clauses (i) and (ii) shall not prohibit Distributions within 60 days after the date of declaration thereof, if on the date of declaration the Distribution would have complied with such clauses (i) and (ii);

(f) the Lead Borrower may make Distributions to (i) redeem, repurchase, retire or otherwise acquire any Equity Interests

(“Treasury Capital Stock”) of the Lead Borrower or any Restricted Subsidiary, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Lead Borrower or a Subsidiary) of, Equity Interests of

the Lead Borrower (“Refunding Capital Stock”) and (ii) declare and pay dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Lead Borrower or a Subsidiary) of the

Refunding Capital Stock;

(g) Distributions the proceeds of which will be used to make cash payments in lieu of issuing fractional Equity

Interests in connection with the exercise of warrants, options or other securities convertible or exchangeable for Equity Interests of the Lead Borrower;

(h) to the extent constituting a Distribution, transactions permitted by Sections 6.11 (other than Section 6.11(b) or 6.11(l)) and

Section 6.17 (other than Section 6.17(II)(l));

(i) Distributions by the Lead Borrower of up to 6.0 % of the net cash

proceeds received by the Lead Borrower from any Qualified Public Offering or any other equity investment (other than Disqualified Equity Interests) in the Lead Borrower, in each case to the extent not increasing the Available Amount under this

Agreement;

(j) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Leverage

Ratio does not exceed 2.25:1.00 (calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to

Section 6.1(a) or (b)) after giving effect thereto, the Lead Borrower may make additional Distributions; provided that clauses (i) and (ii) shall not prohibit Distributions within 60 days after the date of

declaration thereof if on the date of declaration the Distribution would have complied with clauses (i) and (ii); and

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(k) the Lead Borrower may make Distributions not otherwise permitted by this

Section 6.19; provided that the maximum aggregate principal amount of such Distributions made pursuant to this clause (lk) does not exceed $500 million; and

(l) the Lead Borrower may

(i) declare and pay Distributions to the holders of Permitted Mandatory Convertible Stock; provided

that the aggregate amount of dividends declared and paid pursuant to this clause (l)(i) shall not exceed the

aggregate amount of dividends that may be paid in cash as contemplated by the terms of the definitive documentation for such Permitted Mandatory Convertible Stock and (ii) make Distributions in connection with the conversion of Permitted

Mandatory Convertible Stock upon a “fundamental change” or a “make-whole fundamental change” (or similar term, as defined in the definitive documentation relating to such Permitted Mandatory Convertible Stock);

provided,

further

that after giving effect to any such Distribution pursuant to the foregoing clauses (i) or (ii), the Lead

Borrower shall have a Fixed Charge Coverage Ratio of at least 2.00 to 1.00, on a Pro Forma Basis.

Notwithstanding

anything to the contrary in this Agreement or in any other Loan Document, for the avoidance of doubt, the restriction on Distributions set forth in this Section 6.19 will not apply to any payments of cash or deliveries in shares of Equity

Interests (or other securities following a merger event, reclassification or other change of the Equity Interests) (and cash in lieu of fractional shares) pursuant to (x) the terms of, or otherwise in performance of its obligations under, any

Permitted Convertible Debt (including, without limitation, making payments of interest and principal thereon, in connection with a redemption thereof, making payments due upon required repurchase thereof and/or making payments and deliveries upon

conversion or settlement thereof) or (y) the terms of any exchange transaction where the consideration for such exchanged Permitted Convertible Debt would not exceed the maximum consideration for any conversion under the applicable indenture

(giving effect to any make-whole fundamental change or equivalent conversion rate adjustment).

Section 6.20 Limitation on

Restrictions. (I) Solely during an IG Period, the Lead Borrower will not, and will not permit any Restricted Subsidiary to, enter into, incur or permit to exist any agreement or other arrangement with any Person (other than any such

agreements or arrangements between or among the Lead Borrower and the Restricted Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to

its Equity Interests or to make or repay loans or advances to the Lead Borrower or any other Restricted Subsidiary, in each case, except to the extent the Lead Borrower has reasonably determined that such agreement or arrangement will not materially

impair the Lead Borrowers’ ability to make payments under this Agreement when due; provided that the foregoing shall not apply to (a) prohibitions, restrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions,

restrictions or conditions contained in, or existing by reason of, any agreement or instrument set forth on Schedule 6.20 (but shall apply to any amendment or modification expanding the scope of any such prohibition, restriction or

condition), (c) in the case of any Subsidiary that is not a wholly owned Subsidiary, prohibitions, restrictions and conditions imposed by its organizational documents or any related joint venture, shareholders’

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or similar agreement; provided that such prohibitions, restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) customary prohibitions,

restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any Property of any Subsidiary that are applicable solely pending such sale; provided that such prohibitions, restrictions and conditions apply only to the

Subsidiary that is to be sold or Property to be sold, (e) prohibitions, restrictions and conditions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a

Restricted Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any amendment or modification expanding the scope of any such restriction or condition); provided that such prohibitions, restrictions and

conditions apply only to such Restricted Subsidiary, (f) prohibitions, restrictions and conditions imposed by agreements relating to any Indebtedness incurred by a non-Loan Party to the extent, in the good faith judgment of the Lead Borrower,

such prohibitions, restrictions and conditions, at the time such Indebtedness is incurred, are on customary market terms for Indebtedness of such type and (g) customary provisions in leases or licenses (or sublicenses) of intellectual or

similar property restricting the assignment, subletting or transfer thereof.

(II) Solely during a Non-IG Period, the Lead Borrower will

not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (A) pay

dividends or make any other distributions on its capital stock or other Equity Interests owned by the Lead Borrower or any other Restricted Subsidiary, (B) pay or repay any Indebtedness owed to the Lead Borrower or any other Restricted

Subsidiary, (C) make loans or advances to the Lead Borrower or any other Restricted Subsidiary, (D) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (E) guaranty the Obligations, Hedging

Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:

(a)

restrictions and conditions imposed by any Loan Document or which (x) exist on the Closing Date as set forth on Section 6.20 and (y) to the extent contractual obligations permitted by subclause (x) are set forth in an

agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not materially expand the scope of such

contractual obligation;

(b) customary restrictions and conditions contained in agreements relating to any sale of assets pending such

sale; provided that such restrictions and conditions apply only to the Person or property that is to be sold;

conditions imposed by any agreement relating to Indebtedness incurred by non-Loan Parties if such restrictions or conditions apply only to the Persons obligated under such Indebtedness and its Subsidiaries, or, in the case of secured Indebtedness,

the property or assets which secure (or are intended to secure) such Indebtedness, that, in each case, as determined by the Lead Borrower in good faith will not materially adversely affect the Lead Borrower’s ability to make payments on the

Loans;

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(d) contractual obligations binding on a Restricted Subsidiary at the time such Restricted

Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary;

(e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under

Section 6.18 and applicable solely to such joint venture entered into in the ordinary course of business and any provisions in joint venture agreements in effect as of the Closing Date;

(f) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and

customary provisions in leases, subleases, licenses, sublicenses, service agreements, product sales, asset sale agreements and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business;

(g) secured Indebtedness otherwise permitted to be incurred under Sections 6.15 and 6.16 that limit the right of the

obligor to dispose of the assets securing such Indebtedness;

(h) restrictions that arise in connection with any disposition permitted by

Section 6.17 applicable pending such disposition solely to the assets subject to such disposition;

(i) customary provisions

restricting assignment of, or the creation of any Lien on, any agreement entered into in the ordinary course of business;

(j) any

restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.15 or Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than

the restrictions contained in this Agreement (in each case, as determined in good faith by the Lead Borrower);

(k) any encumbrance or

restriction of a Receivables Financing Subsidiary effected in connection with a Permitted Receivables Financing; provided, however, that such restrictions apply only to such Receivables Financing Subsidiary; and

(l) any encumbrances or restrictions of the types referred to in clauses (a) through (j) above imposed by any

amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to above; provided that such amendments, modifications, restatements,

renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Lead Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such

amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 6.21 Optional

Payments of Certain Indebtedness; Modifications of Certain Indebtedness and Organizational Documents. Solely during a Non-IG Period, the Lead Borrower will not, and it will not permit any of its Restricted Subsidiaries to:

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(a) directly or indirectly make any optional or voluntary payment, prepayment, repurchase or

redemption of or otherwise optionally or voluntarily defease, earlier than one year prior to any scheduled final maturity (such actions, a “Restricted Debt Payment”) the principal amount of any Indebtedness that is expressly subordinated

to the Loans in an aggregate principal amount in excess of $300 million (other than intercompany Indebtedness), except (i) in connection with the incurrence of Refinancing Indebtedness, (ii) in connection with a conversion or exchange of

such Indebtedness to, or for, as applicable, Equity Interests of the Lead Borrower (other than Disqualified Equity Interests), (iii) payments as part of an “applicable high yield discount obligation” catch-up payment,

(iv) Restricted Debt Payments in an aggregate amount up the Available Amount (so long as (1) no Default or Event of Default has occurred, is continuing or would result therefrom and (2) the Leverage Ratio calculated on a Pro Forma

Basis after giving effect to such Restricted Debt Payment, is not greater than 3.00:1.00)), (v) Restricted Debt Payments so long as (A) no Event of Default has occurred, is continuing or would result therefrom and (B) the Leverage

Ratio does not exceed 2.50:1.00 (in each case, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered

pursuant to Section 6.1(a) or (b)), and (vi) Restricted Debt Payments in an aggregate amount not to exceed $400 million; or

(b) amend, modify, or otherwise change in any manner any of the terms of (i) the documentation governing any Indebtedness that is

expressly subordinated to the Loans in an aggregate principal amount in excess of $300 million or (ii) the charter documents of the Borrowers or such Restricted Subsidiary, except, in the case of each of clauses (i) and (ii), if the effect

of any such amendment, modification or change is not materially adverse to the interests of the Lenders.

the contrary in this Agreement or in any other Loan Document, for the avoidance of doubt, the restriction set forth in this Section 6.21 will not apply to any payments of cash or deliveries in shares of Equity Interests (or other securities

following a merger event, reclassification or other change of the Equity Interests) (and cash in lieu of fractional shares) pursuant to the terms of, or otherwise in performance of its obligations under, any Permitted Convertible Debt (including,

without limitation, making payments of interest and principal thereon, in connection with a redemption thereof, making payments due upon required repurchase thereof and/or making payments and deliveries upon conversion or settlement thereof).

Section 6.22 OFAC. The Lead Borrower will not, and will not permit any of its Subsidiaries to, (i) become a Person whose

property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Party and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support

Terrorism (66 Fed. Reg. 49079(2001)), (ii) engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such Person in any manner violative of Section 2, and

(iii) become a Person on the list of Specially Designated Nationals and Blocked Persons List or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or

executive order.

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Section 6.23 Financial Covenant.

(a) Leverage Ratio. The Lead Borrower shall not, as of the last day of each fiscal quarter of the Lead Borrower specified below, permit

the Leverage Ratio to exceed.

Fiscal Quarter Ending:

Leverage Ratio

Commencing with the first full fiscal quarter after the Closing Date until the end of the fourth

full fiscal quarter after the Closing Date

4.00 to 1.00

Commencing with the fifth full fiscal quarter after the Closing Date until the end of the eighth

full fiscal quarter after the Closing Date

3.50 to 1.00

Each fiscal quarter thereafter

3.00 to 1.00

(b) Interest Coverage Ratio. Solely during a Non-IG Period, the Lead Borrower shall not, as of the last

day of each fiscal quarter of the Lead Borrower beginning with the fiscal quarter ending on March 31, 2026, permit the Consolidated Interest Coverage Ratio to be less than 2.50:1.00.

(c) Pro Forma Compliance. Compliance with the financial covenant set forth in clause (a) above shall always be calculated on

a Pro Forma Basis

Section 6.24 Post-Closing Covenants. Within the time periods specified on Schedule 6.24 (or such

later date to which the Administrative Agent consents), comply with the provisions set forth in Schedule 6.24.

ARTICLE 7. EVENTS OF

DEFAULT AND REMEDIES.

Section 7.1 Events of Default. Any one or more of the following shall constitute an “Event of

Default” hereunder:

(a) default (i) in the payment when due (whether at the stated maturity thereof or at any other time

provided for in this Agreement) of all or any part of the principal of any Loan or Reimbursement Obligation or (ii) in the payment when due of interest on any Loan or any other Obligation payable hereunder or under any other Loan Document and

such default shall continue unremedied for a period of five (5) Business Days;

(b) default in the observance or performance of any

covenant set forth in Section 6.1(e)(i), 6.5 (with respect to the Lead Borrower), Section 6.11, Section 6.12, Section 6.13, Section 6.14, Section 6.15,

Section 6.16, Section 6.17, Section 6.18, Section 6.19, Section 6.20, Section 6.21, Section 6.22 or Section 6.23 hereof;

(c) default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within 30 days

after written notice of such default is given to the Lead Borrower by the Administrative Agent;

(d) any representation or warranty made or

deemed made herein or in any other

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Loan Document or in any certificate delivered to the Administrative Agent or the Lenders

pursuant hereto or thereto proves untrue in any material respect (or in all respects, if qualified by a materiality threshold) as of the date of the issuance or making thereof and, solely to the extent such representation or warranty is capable of

being corrected or cured, shall remain incorrect for 30 days after the earlier of (x) the Lead Borrower’s knowledge of such default and (y) receipt by the Lead Borrower of written notice thereof from the Administrative Agent;

(e) any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void

(other than pursuant to the terms thereof), any Lien in favor of the Administrative Agent in any Collateral purported to be covered by any of the Collateral Documents shall be invalid except as expressly permitted by the terms of this Agreement or

thereof, any lien subordination provision in respect of Collateral with a fair market value in excess of $250 million shall be determined to be invalid, or any Loan Party terminates, repudiates in writing or rescinds any Loan Document executed by it

or any of its obligations thereunder (other than pursuant to the terms hereof);

(f) default shall occur under any Material Indebtedness,

or under any indenture, agreement or other instrument under which the same may be issued, the effect of which default is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or

holders) to cause any such Indebtedness to become due or required to be prepaid, repurchased, defeased or redeemed prior to its stated maturity, or the principal or interest under any such Material Indebtedness shall not be paid when due (whether by

demand, lapse of time, acceleration or otherwise) after giving effect to applicable grace or cure periods, if any; provided that this clause (f) shall not apply to termination events or any other similar event under the documents

governing Hedge Agreements for so long as such termination event or other similar event (x) does not result in the occurrence of an early termination date or (y) is not caused by a failure to pay amounts owed resulting from any

acceleration or prepayment of any amounts payable thereunder;

(g) any final judgment or judgments, writ or writs or warrant or warrants of

attachment, or any similar process or processes, shall be entered or filed against a Borrower or any of its Restricted Subsidiaries that are Significant Subsidiaries, or against any of its Property, in an aggregate amount in excess of $250 million

(except to the extent paid or covered by insurance (other than the applicable deductible) and the insurer has not denied coverage therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of 60 days from the

entry thereof;

(h) an ERISA Event shall have occurred which could reasonably be expected to result in a Material Adverse Effect;

(i) any Change of Control shall occur;

(j) a Borrower or any of its Restricted Subsidiaries that are Significant Subsidiaries shall (i) have entered involuntarily against it an

order for relief under the United States Bankruptcy Code, as amended, and such period shall continue for a period of sixty (60) days, (ii) admit in writing its inability to pay its debts generally as they become due, (iii) make a

general assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the

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appointment of a receiver, custodian, trustee, examiner, provisional liquidator, liquidator or similar official for it or any substantial part of its Property (other than for a solvent

liquidation of any Foreign Subsidiary permitted by Section 6.17(I)(a)(E) or Section 6.17(II)(f)), or (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy

Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of

debtors; or

(k) a custodian, receiver, trustee, examiner, provisional liquidator, liquidator or similar official shall be appointed for a

Borrower or any of its Restricted Subsidiaries that are Significant Subsidiaries, or any substantial part of any of its Property (other than for a solvent liquidation of any Foreign Subsidiary permitted by Section 6.17(I)(a)(E) or

Section 6.17(II)(f)), or a proceeding described in Section 7.1(j)(v) shall be instituted against a Borrower or any Restricted Subsidiary that is a Significant Subsidiary, and such appointment continues undischarged or such

proceeding continues undismissed or unstayed for a period of 60 days.

Section 7.2 Non-Bankruptcy Defaults. When any Event of

Default other than those described in subsection (j) or (k) of Section 7.1 hereof has occurred and is continuing, the Administrative Agent shall, by written notice to the Lead Borrower: (a) if so directed by

the Required Lenders, terminate the remaining Revolving Credit Commitments, and if so directed by the Required Lenders, terminate all other obligations of the Lenders hereunder on the date stated in such notice (which may be the date thereof);

(b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be

and become immediately due and payable together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that the Lead

Borrower immediately pay to the Administrative Agent, as cash collateral, 103% of the amount then available for drawing under each or any Letter of Credit, whether or not any drawings or other demands for payment have been made under any Letter of

Credit. The Administrative Agent, after giving notice to the Lead Borrower pursuant to Section 7.1(c) or this Section 7.2, shall also promptly send a copy of such notice to the other Lenders, but the failure to do so shall

not impair or annul the effect of such notice.

Section 7.3 Bankruptcy Defaults. When any Event of Default described in

subsection (j) or (k) of Section 7.1 hereof has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Loan Documents without

presentment, demand, protest or notice of any kind, the Revolving Credit Commitments and any and all other obligations of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate and the Lead Borrower

shall immediately pay to the Administrative Agent, as cash collateral, 103% of the amount then available for drawing under all outstanding Letters of Credit, whether or not any draws or other demands for payment have been made under any of the

Letters of Credit.

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Section 7.4 Collateral for Undrawn Letters of Credit.

(a) If the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under

Section 7.2 or 7.3 above, the Lead Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in Section 7.4(b) below.

(b) All amounts prepaid pursuant to Section 7.4(a) above shall be held by the Administrative Agent in one or more separate

collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing

and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any

payment under any Letter of Credit then or thereafter made by the L/C Issuers, and to the payment of the unpaid balance of any other Obligations in respect of any Letter of Credit. The Collateral Account shall be held in the name of and subject to

the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders and the L/C Issuers. If and when requested by the Lead Borrower, the Administrative Agent shall invest funds held in the

Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less; provided that

the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from the Borrowers to the L/C Issuers,

the Administrative Agent or the Lenders in respect of any Letter of Credit; provided, however, that if (i) the Lead Borrower shall have made payment of all such obligations and (ii) no Letters of Credit remain outstanding

hereunder, then the Administrative Agent shall release to the Lead Borrower any remaining amounts held in the Collateral Account.

Section 7.5 Notice of Default. The Administrative Agent shall give notice to the Lead Borrower under Section 7.1(c)

hereof promptly upon being requested to do so by the Required Lenders and shall at such time also notify all the Lenders thereof.

ARTICLE 8.

CHANGE IN CIRCUMSTANCES AND CONTINGENCIES.

Section 8.1 Funding Indemnity. In the event of (i) the payment of any

principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the conversion of any Term Benchmark

Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto or (iv) the

assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant to Section 8.5, then, in any such event, the Lead Borrower shall compensate

each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 8.1 and the basis for requesting such

amounts shall be delivered to the Lead Borrower and shall be conclusive absent manifest error. The Lead Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

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Section 8.2 Illegality. Notwithstanding any other provisions of this Agreement

or any other Loan Document, if at any time any change in applicable law, rule or regulation or in the interpretation thereof makes it unlawful for any Lender to make or continue to maintain any Term Benchmark Loans whose interest is determined by

reference to the Term SOFR Rate, or to perform its obligations as contemplated hereby with respect to such Term Benchmark Loans, such Lender shall promptly give notice thereof to the Lead Borrower and the Administrative Agent and such Lender’s

obligations to make or maintain Term Benchmark Loans in the affected currency or currencies under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Term Benchmark Loans in such affected currency or

currencies. In the case of Term Benchmark Loans denominated in Dollars, such Lender may require that such affected Term Benchmark Loans be converted to Base Rate Loans from such Lender automatically on the effective date of the notice provided

above, and such Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender. Each Lender agrees to notify the Administrative Agent and the Lead Borrower in writing promptly following any date on which it becomes

lawful for such Lender to make and maintain Term Benchmark Loans or give effect to its obligations as contemplated hereby with respect to any Term Benchmark Loan.

Section 8.3 Alternate Rate of Interest.

(a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 8.3, if:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the

commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or

published on a current basis), for such Interest Period; or

(ii) the Administrative Agent is advised by the Required

Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their

Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Lead Borrower and

the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist

with respect to the relevant Benchmark and (y) a Borrower delivers a new interest election request in accordance with the terms of Section 2.4 or a new Notice of Borrowing in accordance with the terms of Section 2.4,

(1) any interest election request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Borrowing shall instead be deemed to

be an interest election request or a Notice of Borrowing, as applicable; provided that if the circumstances giving rise to such notice affect only one type of Borrowings, then all other types of Borrowings shall be permitted. Furthermore, if

any Term Benchmark Loan is outstanding on the date of the Lead Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 8.3(a) with respect to such Term Benchmark Loan, then until (x) the

Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances

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giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) a Borrower delivers a new interest election request in accordance with the terms of

Section 2.4 or a new Notice of Borrowing in accordance with the terms of Section 2.4, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day

is not a Business Day), be converted by the Administrative Agent to, a Base Rate Loan, on such day.

(b) Notwithstanding anything to the

contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 8.3), if a Benchmark Transition Event and its related Benchmark Replacement Date

have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting

at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this

Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make

Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without

any further action or consent of any other party to this Agreement or any other Loan Document.

(d) The Administrative Agent will promptly

notify the Lead Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes,

(iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made

by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 8.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,

circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this

Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 8.3.

(e)

Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR

Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the

regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify

the

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definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed

pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no

longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously

removed tenor.

(f) Upon the Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the

Borrowers may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either the Borrowers will be

deemed to have converted any request for (1) a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark

is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding

on the date of the Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to Term SOFR applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented

pursuant to this Section 8.3, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the

Administrative Agent to, and shall constitute, a Base Rate Loan, on such day.

Section 8.4 Yield Protection.

(a) If, on or after the Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the

interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer with any request or directive (whether or not having

the force of law) of any such Governmental Authority:

(i) shall subject any Lender (or its Lending Office) or L/C Issuer

to any Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to its Term Benchmark Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in

any thereof, any Reimbursement Obligations owed to it or its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any of the

foregoing; or

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against

assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or L/C Issuer or shall impose on any Lender (or its Lending Office) or L/C Issuer or on the interbank market any other condition affecting its

Term Benchmark Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Term Benchmark Loans, or to issue a Letter of Credit, or to participate

therein;

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and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office)

or L/C Issuer of making or maintaining any Term Benchmark Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under

this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within 30 days after written demand by such Lender or L/C Issuer (with a copy to the Administrative Agent),

the Borrowers shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction; provided that the Borrowers shall not be required to

compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of

the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is

retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect).

(b) If,

after the Closing Date, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change

in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any Person controlling such Lender or L/C

Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or

Person’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or Person could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C

Issuer’s or Person’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy

to the Administrative Agent), the Borrowers shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrowers shall not be required to

compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law

giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the

180-day period referred to above shall be extended to include such period of retroactive effect).

the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or

foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection

therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have

been subject to compensation by the Borrowers under the applicable increased cost provisions).

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(d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall

only be entitled to reimbursement by the Borrowers (i) if such Lender or L/C Issuer has delivered to Lead Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be

paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent

the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential

information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

Section 8.5 Substitution of Lenders. In the event that (a) the Lead Borrower receives a claim from any Lender for

compensation under Section 8.4, Section 10.1 or Section 10.4 hereof, (b) the Lead Borrower receives a notice from any Lender of any illegality pursuant to Section 8.2 hereof, (c) any Lender

is a Defaulting Lender or (d) any Lender fails to consent to any amendment, waiver, supplement or other modification pursuant to Section 10.11 requiring the consent of all Lenders or each Lender directly affected thereby (and such

Lender is so affected), and as to which the Required Lenders or Lenders holding a majority of outstanding Revolving Exposure directly affected thereby have otherwise consented (any such Lender referred to in clause (d) above being referred to

as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b) or (c) above being referred to as an “Affected Lender”), the Lead Borrower may, in addition

to any other rights the Lead Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and

obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible

Assignee specified by the Lead Borrower; provided that (A) such assignment shall not conflict with or violate any law, rule or regulation or order of any Governmental Authority, (B) if the assignment is to a Person other than a

Lender, the Lead Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment,

(C) the Lead Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than principal,

interest and fees owing to it hereunder, (D) the Lead Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10

owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance with the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver

of any rights that the Lead Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and repay all Obligations of the Lead

Borrower owing to such Lender as of such termination date. Each party hereto agrees that an assignment required pursuant to this Section 8.5 may be effected pursuant to an Assignment and Assumption executed by the Lead Borrower, the

Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

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Section 8.6 Lending Offices. Each Lender may, at its option, elect to make its

Loans hereunder at the branch, office or affiliate specified on the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or at such other of its branches, offices or affiliates as

it may from time to time elect and designate in a written notice to the Lead Borrower and the Administrative Agent. To the extent reasonably possible, a Lender shall designate an alternative branch or funding office with respect to its Term

Benchmark Loans to reduce any liability of the Borrowers to such Lender under Section 8.4 hereof (or with respect to any payment by or on behalf of any Loan Party under this Agreement or any other Loan Document, to reduce any liability

of the Borrowers to such Lender under Section 10.1 hereof), or to avoid the unavailability of Term Benchmark Loans under Section 8.2 hereof, so long as such designation is not disadvantageous to the Lender.

ARTICLE 9. THE ADMINISTRATIVE AGENT.

Section 9.1 Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the

Administrative Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the

Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may

exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is

not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the

Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of

the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the

Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with

respect to the maintenance of the Register.

Section 9.2 Administrative Agent and its Affiliates. The Administrative

Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not the Administrative Agent, and the

Administrative Agent and its affiliates may accept deposits from, lend money to, own securities of and generally engage in any kind of banking, trust, financial advisory or other business with the Borrowers or any Affiliate of the Borrowers as if it

were not the Administrative Agent under the Loan Documents, and may accept fees and other consideration

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from the Borrowers for services in connection herewith and otherwise without having to account for the same to the Lenders. The term “Lender” as used herein and in all other Loan

Documents, unless the context otherwise clearly requires, includes the Administrative Agent in its individual capacity as a Lender. References in Article 2 hereof to the amount owing to the Administrative Agent for which an interest rate is

being determined, refer to the Administrative Agent in its individual capacity as a Lender.

Section 9.3 Action by Administrative

Agent. If the Administrative Agent receives from a Borrower a written notice of an Event of Default pursuant to Section 6.1(f) hereof, the Administrative Agent shall promptly give each of the Lenders written notice thereof. Without

limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in the Loan Documents. Upon the occurrence of an

Event of Default, the Administrative Agent shall take such action to enforce its Lien on the Collateral and to preserve and protect the Collateral as may be directed by the Required Lenders. Unless and until the Required Lenders give a direction,

the Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders. In no event, however, shall the Administrative Agent be required to take any

action in violation of Applicable Law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any

further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason

of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing (which writing shall state that is a “Notice of Default”) to the

contrary by a Lender or the Lead Borrower. In all cases in which the Loan Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its discretion in failing to take or in

taking any action thereunder. Any instructions of the Required Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Lenders and the holders of the Obligations.

Section 9.4 Consultation with Experts. The Administrative Agent may consult with legal counsel, independent public

accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 9.5 Liability of Administrative Agent; Credit Decision; Delegation of Duties.

(a) Neither the Administrative Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any

action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or any of its officers, partners,

directors, employees or agents, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an

action) in connection herewith or any of the other Loan Documents or from the exercise of any power,

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discretion or authority vested in it hereunder or thereunder unless and until the Administrative Agent shall have received instructions in respect thereof from the Required Lenders (or such other

Lenders as may be required to give such instructions under Section 10.11) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), the Administrative Agent shall be entitled to act or

refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) the Administrative Agent shall be entitled to rely, and shall be fully

protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper party or parties, and shall be entitled to rely and shall be protected in relying on opinions

and judgments of attorneys (who may be attorneys for the Lead Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against the

Administrative Agent as a result of it acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such other Lenders as may be required to give

such instructions under Section 10.11). In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or

instrument received by it under the Loan Documents. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify: (i) any statement,

warranty, representation or recital made in connection with this Agreement, any other Loan Document or any Credit Extension, or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or

any other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for

the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations; (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements of the

Borrowers or any Subsidiary contained herein or in any other Loan Document or any Credit Extension or the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures

with respect to the foregoing; (iii) the satisfaction of any condition specified in Article 3 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the execution, validity, effectiveness,

genuineness, enforceability, perfection, value, worth or collectability hereof or of any other Loan Document or of any other documents or writing furnished in connection with any Loan Document or of any Collateral; and the Administrative Agent makes

no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Loan Documents by or through employees, agents, and attorneys-in-fact and

shall not be answerable to the Lenders, the Borrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent may treat the payee of any Note as the holder

thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Lender acknowledges, represents and warrants that it has independently and

without reliance on the Administrative Agent or any other Lender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrowers in the manner set

forth in the Loan Documents. It shall be the responsibility of each Lender to keep itself informed as to the

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creditworthiness of the Lead Borrower and its Subsidiaries, and the Administrative Agent shall have no liability to any Lender with respect thereto. The Administrative Agent shall not have any

duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its

possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers under this

Agreement or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent (and not otherwise reasonably objected to by the Lead Borrower within ten (10) days after notice of such appointment). The

Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.5 and

of Section 9.6 shall apply to any Affiliates of the Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the

Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.5 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of

any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative

Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and

benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other

Person, against any or all of the Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and

(iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party

beneficiary or otherwise, against such sub-agent.

Section 9.6 Indemnity. The Lenders shall ratably, in accordance with their

respective Revolver Percentages, indemnify the Administrative Agent, to the extent that the Administrative Agent has not been reimbursed by any Loan Party and without relieving any such Loan Party from its obligation to do so, for and against any

and all liabilities, obligations, losses, damages, taxes, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or

asserted against the Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Administrative Agent in any way relating to or arising out

of this Agreement or the other Loan Documents within ten (10) days after the date the Administrative Agent makes written demand therefor; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses,

damages, taxes, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a final,

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non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be

insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this

sentence require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, tax, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s ratable share thereof, in

accordance with such Lender’s respective Revolver Percentage; and provided further that this sentence shall not be deemed to require any Lender to indemnify the Administrative Agent against any liability, obligation, loss, damage, tax,

penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. The obligations of the Lenders under this Section 9.6 shall survive termination of this Agreement. The

Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the Administrative Agent hereunder (whether as fundings of participations, indemnities

or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents.

Section 9.7 Resignation of Administrative Agent and Successor Administrative Agent. The Administrative Agent may resign at any

time by giving ten (10) days written notice thereof to the Lenders and the Lead Borrower (such retiring Administrative Agent, the “Departing Administrative Agent”). The Administrative Agent shall have the right to appoint a

financial institution to act as Administrative Agent hereunder, with the written consent of the Lead Borrower and the Required Lenders (not to be unreasonably withheld, and provided that the consent of the Lead Borrower shall not be required during

the continuance of an Event of Default), and the Administrative Agent’s resignation shall become effective on the earliest of (i) ten (10) days after delivery of the notice of resignation, (ii) the acceptance of such successor

Administrative Agent by the Lead Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Lead Borrower and the Required Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not

already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon the written consent of the Lead Borrower (not to be unreasonably withheld, and provided that the consent of the Lead Borrower shall not be

required during the continuance of an Event of Default), to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed

to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that until a successor Administrative Agent is so appointed by the Required Lenders or the Administrative Agent,

any Collateral held by the Administrative Agent on behalf of the Secured Parties or the L/C Issuer under any of the Loan Documents shall continue to be held by the retiring Administrative Agent as nominee until such time as a successor

Administrative Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights,

powers, privileges and duties of the Departing Administrative Agent and the Departing Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, securities, and other items of Collateral held under the

Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative

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Agent under the Loan Documents and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions as may be necessary or

appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such Departing Administrative Agent shall be discharged from its duties and obligations

hereunder. After any Departing Administrative Agent’s resignation or replacement hereunder as Administrative Agent, the provisions of this Article 9 and all protective provisions of the other Loan Documents shall inure to its benefit as

to any actions taken or omitted to be taken by it while it was Administrative Agent, but no successor Administrative Agent shall in any event be liable or responsible for any actions of its predecessor. L/C Issuer. The L/C Issuers shall act on

behalf of the Revolving Lenders with respect to any Letters of Credit issued by them and the documents associated therewith. The L/C Issuers shall have all of the benefits and immunities (i) provided to the Administrative Agent in this

Article 9 with respect to any acts taken or omissions suffered by the L/C Issuers in connection with Letters of Credit issued by them or proposed to be issued by them and the Applications pertaining to such Letters of Credit as fully as if

the term “Administrative Agent,” as used in this Article 9, included the L/C Issuers with respect to such acts or omissions (it being understood and agreed that for purposes of this Section 9.07, all references to

“Lenders” in this Article 9 shall be deemed to be references to “Revolving Lenders”) and (ii) as additionally provided in this Agreement with respect to such L/C Issuer.

Section 9.8 Hedging Liability and Funds Transfer Liability and Deposit Account Liability and Data Processing Obligation

Arrangements. By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 10.10 hereof, as the case may be, any Affiliate of such Lender with whom the Lead Borrower or any Subsidiary has

entered into an agreement creating Hedging Liability or Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for

whom the Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections as more fully

set forth in Section 2.8 and Article 4 hereof. In connection with any such distribution of payments and collections, the Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with

respect to Hedging Liability or Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations unless such Lender has notified the Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate

prior to such distribution.

Section 9.9 No Other Duties. Anything herein to the contrary notwithstanding, none of the

Joint Lead Arrangers, Co-Syndication Agents or other agents or arrangers shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a

Lender or an L/C Issuer hereunder.

Section 9.10 Authorization to Enter into, and Enforcement of, the Collateral Documents.

The Administrative Agent is hereby irrevocably authorized by each Secured Party to be the agent for and representative of the Secured Parties and to execute and deliver the Collateral Documents and Guaranty on behalf of and for the benefit of the

Secured Parties and to take such action and exercise such powers under the Collateral Documents as the Administrative Agent, considers

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appropriate; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any other

holder of Obligations with respect to any Hedge Agreement or Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations. The Administrative Agent shall not (except as expressly provided in Section 10.11) amend

the Collateral Documents unless such amendment is agreed to in writing by the Required Lenders (or such other group of Lenders as required pursuant to Section 10.11). Each Lender acknowledges and agrees that it will be bound by the terms

and conditions of the Collateral Documents upon the execution and delivery thereof by the Administrative Agent. Except as otherwise specifically provided for herein, no Lender (or its Affiliates) other than the Administrative Agent shall have the

right to institute any suit, action or proceeding in equity or at law for the foreclosure or other realization upon any Collateral or for the execution of any trust or power in respect of the Collateral or for the appointment of a receiver or for

the enforcement of any other remedy under the Collateral Documents; it being understood and intended that no one or more of the Lenders (or their Affiliates) shall have any right in any manner whatsoever to affect, disturb or prejudice the Lien of

the Administrative Agent (or any security trustee therefor) under the Collateral Documents by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the

Administrative Agent (or its security trustee) in the manner provided for in the relevant Collateral Documents for the benefit of the Lenders and their Affiliates.

Section 9.11 Authorization to Release Liens and Guarantors, Etc. The Administrative Agent is hereby irrevocably authorized by each

of the Lenders, without the further consent of any Lender (and shall, upon the written request of the Lead Borrower) to (and to execute any agreements, documents or instruments necessary to):

(i) release any Lien covering any Property of the Borrowers or any other Loan Party that is the subject of a disposition to a

Person that is not a Loan Party that is permitted by this Agreement or that has been consented to in accordance with Section 10.11;

(ii) upon the Termination Date, release the Borrowers and each of the Subsidiary Guarantors from its Obligations under the Loan

Documents (other than those that specifically survive termination of this Agreement) and any Liens covering any of their Property with respect thereto;

(iii) release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person

ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted by this Agreement and the Liens on such Obligations shall be automatically released; provided that the Guaranty of a

Subsidiary Guarantor shall not be released if such Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (h) of the definition thereof unless (x) it is as a result of a bona fide business transaction with an unaffiliated

third party where the purpose of such transaction was not solely to cause the release of such Guaranty, (y) no Event of Default is continuing or would result therefrom and (z) the Lead Borrower shall be deemed to have made an investment in

such Subsidiary Guarantor in the amount of its fair market value of its remaining interest in such Subsidiary Guarantor; and

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(iv) at the request of the Lead Borrower, subordinate any Lien on any

Property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 6.16(I)(e), (w) or (x) or, with respect to the replacement of

Liens, permitted by Sections 6.16(I)(e), (w) or (x);

(v) amend any Collateral Documents, enter into any new

Collateral Documents and make any filings related thereto in connection with any Non-IG Period following a Non-IG Trigger Date; and

(vi) upon the written request of the Lead Borrower during an IG Period, release any of the Guarantors from their obligations

under the Guaranty and release any Liens granted to or held by the Administrative Agent under any Loan Document covering any of the Property of the Grantors (other than any L/C Backstop).

The Lenders hereby irrevocably agree that the Liens granted to the Administrative Agent by the Grantors on any Collateral shall be

automatically released (i) in full, upon the Termination Date, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other

than another Grantor, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement, (iii) to the extent such Collateral is comprised of property leased to a Grantor by a Person that is not a

Grantor, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance

with Section 10.11), (v) as required by the Administrative Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to the Collateral

Documents and (vi) to the extent such Collateral otherwise becomes Excluded Property.

The Lenders hereby irrevocably agree that if

(a) all of the Equity Interests of any Subsidiary Guarantor or any of its successors in interest hereunder shall be transferred, sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions

hereof to a Person that is not a Loan Party or (b) a Subsidiary Guarantor or any of its successors in interest hereunder becomes an Excluded Subsidiary after the Closing Date, then, in each case, the Guaranty of such Subsidiary Guarantor or

such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Person effective as of (or if a Subsidiary Guarantor becomes an Excluded Subsidiary, immediately prior to) the

time of such transfer, sale, disposal or occurrence.

Notwithstanding anything to the contrary contained in this Agreement or any

Loan Document, on or following an IG Trigger Date, the Lead Borrower shall be entitled to request by written notice to the Administrative Agent the release of any or all of the Liens granted on the Collateral and the release of any or all of the

Guarantors from their obligations under the Guaranty (provided, the Lead Borrower may, in its sole discretion, at the time of such written notice request that the obligations of any or all of the Guarantors under the Guaranty at the time are

not released with the release of any or all of the Liens granted on the Collateral) and thereafter (a) the Lenders hereby irrevocably agree such Liens shall automatically be released and the Guaranty of such Guarantors shall automatically be

discharged and released without any further action by any Person (and the Administrative Agent shall (and is authorized by the Lenders to), at the expense of

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the Borrowers, take all steps reasonably requested by the Lead Borrower to promptly evidence or confirm any such release), and (b) the IG Package shall become effective, and (c) the

Lead Borrower irrevocably agrees that any guarantees of a Guarantor in respect of Material Indebtedness shall automatically be released at the same time as release of the Guarantors from their obligations under the Guaranty, other than any

guarantees that are not prohibited under Section 6.15(II). Notwithstanding the prior sentence, if, after any IG Trigger Date, a Non-IG Trigger Date occurs, the IG Period shall terminate and, in each case, all guaranties of the Guarantors

of the Obligations and Lien on the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties shall be reinstated on the same terms as of the applicable Non-IG Trigger Date, and the Loan Parties shall, at their sole cost

and expense, take all actions and execute and deliver all documents including the delivery of new guaranties and pledge and security documents, UCC-1 financing statements and stock certificates accompanied by stock powers reasonably requested by the

Administrative Agent as necessary to create and perfect the Liens of the Administrative Agent in such Collateral, in form and substance reasonably satisfactory to the Administrative Agent, within 30 days of such Non-IG Trigger Date (or such longer

period as the Administrative Agent may agree in its sole discretion). Upon the occurrence of a Non-IG Trigger Date, the Non-IG Package shall become effective and the IG Package shall no longer be in effect. Notwithstanding anything to the contrary

contained in this Agreement or any Loan Document, no action taken or omitted to be taken by the Lead Borrower or any of its Restricted Subsidiaries during an IG Period shall give rise to a Default or Event of Default on or after a Non-IG Trigger

Date and during a Non-IG Period so long as such action or omission was permitted under the IG Package or otherwise permitted during such IG Period. Upon the applicable Non-IG Trigger Date, (i) all Indebtedness incurred during such IG Period that

otherwise would not have been permitted under the Non-IG Package will be classified to have been incurred pursuant to Section 6.15(I)(p), (ii) all Liens incurred during such IG Period that otherwise would not have been permitted under

the Non-IG Package will be classified to have been incurred pursuant to Section 6.16(I)(v), (iii) with respect to investments made under the Non-IG Package, the amount available to be made as investments will be calculated as though

the provisions of Section 6.18 had been in effect prior to, but not during, any IG Period, (iv) with respect to Distributions made under the Non-IG Package, the amount available to be made as distributions will be calculated as

though the provisions of Section 6.19 had been in effect prior to, but not during, any IG Period, (v) with respect to Restricted Debt Payments made under the Non-IG Package, the amount available to be made as Restricted Debt

Payments will be calculated as though Section 6.20 had been in effect prior to, but not during, any IG Period and (vi) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any IG Period.

Any representation, warranty or covenant contained in any Loan Document relating to any Collateral or Guarantor released pursuant to this

Section 9.11 shall no longer be deemed to be repeated with respect to such released Collateral or released Guarantor until such time as the Liens on such Collateral or its Guaranty shall be required to be reinstated in accordance with

the terms hereof.

Section 9.12 Withholding Taxes. To the extent required by any applicable laws, the Administrative Agent may

withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 10.1, each Lender shall indemnify and hold harmless the Administrative Agent against,

within ten (10) days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities

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and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental

Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not

properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective) and any Taxes attributable to such Lender’s failure

to comply with the provisions of Section 10.10(d) relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive

absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent

under this Section 9.12. For the avoidance of doubt, a “Lender” shall, for purposes of this Section 9.12, include any L/C Issuer. The agreements in this Section 9.12 shall survive the resignation

and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Section 9.13 Erroneous Payment. (a) Each Lender and L/C Issuer hereby agrees that (x) if the Administrative Agent

notifies such Lender or L/C Issuer that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or L/C Issuer from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or

repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or L/C Issuer (whether or not known to such Lender or L/C Issuer), and demands the return

of such Payment (or a portion thereof), such Lender or L/C Issuer shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a

demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or L/C Issuer to the date such amount is repaid to the Administrative

Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such

Lender or L/C Issuer shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of setoff or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return

of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or L/C Issuer under this Section 9.13(a) shall be

conclusive, absent manifest error.

(b) Each Lender and L/C Issuer hereby further agrees that if it receives a Payment from the

Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a

“Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and L/C Issuer agrees that, in

each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or L/C Issuer shall promptly notify the Administrative Agent of such

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occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such

Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or L/C Issuer to the

date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(c) The Borrowers hereby agree that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or L/C

Issuer that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or L/C Issuer with respect to such amount and (y) an erroneous Payment shall not pay,

prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers.

(d) Each party’s obligations under this

Section 9.13 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or

discharge of all Obligations under any Loan Document.

Section 9.14 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the

date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan

Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets”

(within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments

or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for

certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions

involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers),

is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

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(iii) (A) such Lender is an investment fund managed by a

“Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and

perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the

requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance

into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole

discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause

(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further

(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit

of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such

Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative

Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Section 9.15 Credit Bidding. The

Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral (if any) in satisfaction of

some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (if any) (a) at any sale

thereof conducted under the provisions of the United States Bankruptcy Code, as amended, including under Sections 363, 1123 or 1129 thereof, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other

sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any

such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to

contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in

allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid

(i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the

Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt

documents providing for the

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governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the

assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the

governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in

Section 10.11), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid,

interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition

vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of

Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or

debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable

portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured

Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle,

the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Section 9.16 Borrower Communications.

(a) The Administrative Agent, the Lenders and the L/C Issuers agree that the Borrowers may, but shall not be obligated to, make any Borrower

Communications (as defined below) to the Administrative Agent through an electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Borrower Portal”).

(b) Although the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies

implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system), each of the Lenders, each of the L/C Issuers and each of the Borrowers acknowledges and agrees that

the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of each of the Borrowers that are added to the Approved

Borrower Portal, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the L/C Issuers and the Borrower hereby approves distribution of Borrower Communications through the Approved

Borrower Portal and understands and assumes the risks of such distribution.

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AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNICATION, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE

APPROVED BORROWER PORTAL AND THE BORROWER COMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM

VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-SYNDICATION AGENT OR ANY OF THEIR

RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY L/C ISSUER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL.

“Borrower Communications” means, collectively, any request for Borrowing, interest election request in accordance

with the terms of Section 2.4, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of any

Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Borrower to the Administrative Agent through an Approved Borrower Portal.

(a) Each of the Lenders, each of the L/C Issuers and each of the Borrowers agrees that the Administrative Agent may, but (except as may be

required by applicable law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(b) Nothing herein shall prejudice the right of the Borrower to give any notice or other communication pursuant to any Loan Document in any

other manner specified in such Loan Document.

ARTICLE 10. MISCELLANEOUS.

Section 10.1 Taxes.

(a) Payments Free of Withholding. Except as otherwise required by law, each payment by or on behalf of any Loan Party under this

Agreement or any other Loan Document shall be made without withholding or deduction for or on account of any Taxes. If any such withholding or deduction is so required (as determined in the good faith discretion of an applicable withholding agent),

such withholding or deduction shall be entitled to be made by the applicable withholding agent, the amount withheld shall be paid to the appropriate Governmental Authority

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before penalties attach thereto or interest accrues thereon, and, if such deduction or withholding is in respect of an Indemnified Tax, the relevant Loan Party shall pay such additional amount as

may be necessary to ensure that the net amount actually received by each Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent) after withholding or deduction for Taxes has been made

(including such withholding or deduction of Taxes on such additional amount payable under this Section 10.1) is equal to the amount that such Lender (or, in the case of any amount received by the Administrative Agent for its own account,

the Administrative Agent) would have received had such withholding or deduction not been made.

(b) Indemnification by the

Borrowers. The Borrowers shall indemnify the Administrative Agent and each Lender for the full amount of any Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this

Section 10.1) paid or payable by Administrative Agent or such Lender, as applicable, and any reasonable expenses arising therefrom or with respect thereto, in the currency in which such payment was made, whether or not such amounts were

correctly or legally imposed or asserted by the relevant Governmental Authority, within ten (10) days after the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate

describing in reasonable detail the basis thereof. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or

on behalf of a Lender, shall be conclusive absent manifest error.

(i) Each Lender shall, at such times as are reasonably requested by the Lead Borrower or the Administrative Agent, provide the

Lead Borrower and the Administrative Agent with any documentation reasonably requested by the Lead Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with

respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this

Section 10.1(c)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Lead Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested

by the Lead Borrower or the Administrative Agent) or promptly notify the Lead Borrower and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding anything to the contrary in the preceding two sentences, the

completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (c)(ii)(A), (c)(ii)(B)(i)-(iv) and (c)(ii)(C) of this Section) shall not be required if in the Lender’s

reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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(ii) Without limiting the generality of the foregoing:

(A) Each Lender that is a U.S. Person shall deliver to the Lead Borrower and the Administrative Agent on or prior to the date such Lender

becomes a Lender hereunder (and from time to time thereafter upon reasonable request of the Lead Borrower or the Administrative Agent), two duly completed and signed copies of IRS Form W-9 certifying that such Lender is entitled to an exemption from

U.S. backup withholding.

(B) Each Lender that is not a U.S. Person shall deliver to the Lead Borrower and the Administrative Agent on or

prior to the date such Lender becomes a Lender hereunder (and from time to time thereafter upon reasonable request of the Lead Borrower or the Administrative Agent), whichever of the following is applicable:

(i) two duly completed and signed copies of IRS Forms W-8BEN or IRS Forms W-8BEN-E, as applicable, claiming eligibility for the

benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code;

(ii) two duly completed and signed copies of IRS Forms W-8ECI;

(iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or

Section 881(c) of the Code, (x) two duly completed and signed certificates substantially in the form of Exhibit G-1 (any such certificate, a “U.S. Tax Compliance Certificate”) and (y) two duly completed and signed

copies IRS Forms W-8BEN or IRS Forms W-8BEN-E, as applicable;

(iv) to the extent a Lender is not the beneficial owner (for

example, where the Lender is a partnership or a participating Lender), two duly completed and signed copies of IRS Forms W-8IMY of the Lender, together with an IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, U.S. Tax Compliance Certificate

substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certifications documents from each beneficial owner, as applicable, provided that if the Lender is a partnership and one or more direct or

indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; or

(v) two duly completed and signed copies of any other form prescribed by applicable U.S. federal income tax laws as a basis for

claiming exemption from or a reduction in U.S. federal withholding Tax, together with such supplementary documentation as may be prescribed by Applicable Laws to permit the Lead Borrower or the Administrative Agent to determine any withholding or

deduction required to be made.

U.S. federal withholding Tax imposed by FATCA if the Administrative Agent or such Lender were to fail to comply with the requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the

Administrative Agent or such Lender, as applicable, shall deliver to the

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Lead Borrower and (other than in the case of a payment to the Administrative Agent) the Administrative Agent at the time or times prescribed by Applicable Laws and at such time or times

reasonably requested by the Lead Borrower or the Administrative Agent such documentation prescribed by Applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by

the Lead Borrower or the Administrative Agent as may be necessary for the Lead Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether the Administrative Agent or such Lender has complied with its

obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the Closing Date.

(iii) Notwithstanding any other provision of this Section 10.1(c), a Lender shall not be required to deliver any

form that such Lender is not legally eligible to deliver.

(iv) Each Lender hereby authorizes the Administrative Agent to

deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 10.1(c).

(d) Evidence of Payments. After any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this

Section 10.1 or Section 10.4, such Loan Party shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to

the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after

payment.

(e) Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith,

that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to

the applicable Lead Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable

out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that each Lead

Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to such Borrower plus any penalties, interest or other charges imposed by the relevant Governmental

Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay

any amount to a Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to

indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any

Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrowers or any other Person.

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(f) Survival. Each party’s obligations under this Section 10.1

and Section 10.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the Termination Date.

(g) Lenders. For the avoidance of doubt, a “Lender” shall, for purposes of this Section 10.1, include any L/C

Issuer.

Section 10.2 No Waiver; Cumulative Remedies; Collective Action. No delay or failure on the part of the Administrative

Agent or any Lender or on the part of the holder or holders of any of the Obligations in the exercise of any power or right under any Loan Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or

partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The rights and remedies hereunder of the Administrative Agent, the Lenders and of the holder or holders of any of the

Obligations are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies

hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the

Administrative Agent in accordance with Section 7.2, Section 7.3 and Section 7.4 for the benefit of all the Lenders and the L/C Issuers, and each Lender and each L/C Issuer hereby agrees with each other Lender

and each other L/C Issuer, as applicable, that no Lender or L/C Issuer shall take any action to protect or enforce its rights under this Agreement or any other Loan Document (including exercising any rights of setoff) without first obtaining the

prior written consent of the Administrative Agent or the Required Lenders (such consent not to be unreasonably withheld or delayed); provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from

exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer from exercising the rights and remedies that inure

to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, or (c) any Lender or L/C Issuer from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a

proceeding relative to any Loan Party under any debtor relief law.

Section 10.3 Non-Business Days. Except as otherwise

provided herein, if any payment hereunder or date for performance becomes due and payable or performable (in each case, including as a result of the expiration of any relevant notice period) on a day which is not a Business Day, the due date of such

payment or the date for such performance shall be extended to the next succeeding Business Day on which date such payment shall be due and payable or such other requirement shall be performed. In the case of any payment of principal falling due on a

day which is not a Business Day, interest on such principal amount shall continue to accrue during such extension at the rate per annum then in effect, which accrued amount shall be due and payable on the next scheduled date for the payment of

interest.

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Section 10.4 Documentary Taxes. The Borrowers shall timely pay to the relevant

Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent shall timely reimburse the Administrative Agent for the payment of, any and all present or future documentary, court, stamp, excise,

property, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement, or registration of, from the receipt or perfection of a security interest under, or otherwise

with respect to, this Agreement or any other Loan Document (“Other Taxes”).

Section 10.5 Survival of

Representations. All representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall

continue in full force and effect with respect to the date as of which they were made until the Termination Date.

Section 10.6 Survival of Indemnities. All indemnities and other provisions relative to reimbursement to the Lenders of amounts

sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and Section 10.13 hereof, shall survive the termination of this

Agreement and the other Loan Documents and the payment of the Obligations.

Section 10.7 Sharing of Setoff. Each Lender

agrees with each other Lender party hereto that if such Lender shall receive and retain any payment, whether by setoff or application of deposit balances or otherwise (except pursuant to a valid assignment or participation pursuant to

Section 10.10 or as provided in or contemplated by Section 2.12, Section 2.13 or Section 2.14), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such

Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held

by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if

such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered,

but without interest. For purposes of this Section 10.7, amounts owed to or recovered by an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as

amounts owed to or recovered by such L/C Issuer as a Lender hereunder.

Section 10.8 Notices. Except as otherwise

specified herein, all notices hereunder and under the other Loan Documents shall be in writing (including, without limitation, notice by facsimile or email transmission) and shall be given to the relevant party at its physical address, facsimile

number or email address set forth below, or such other physical address, facsimile number or email address as such party may hereafter specify by notice to the Administrative Agent and the Lead Borrower given by courier, by United States certified

or registered mail, by facsimile, email transmission or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices under the Loan Documents to any Lender shall be addressed to its physical address

or facsimile number or email address set forth on its Administrative Questionnaire; and notices under the Loan Documents to the Lead Borrower or the Administrative Agent shall be addressed to their respective physical addresses, facsimile numbers or

email addresses set forth below:

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to the Lead Borrower:

to the Administrative Agent:

Super Micro Computer, Inc. 980 Rock Avenue

San

Jose, CA 95131

Attention: Legal Department, David Weigand (Chief Financial Officer), Yitai Hu (General Counsel), Kenneth Cheung (Chief Accounting

Officer)

Email: Legal_notice@supermicro.com,

DavidWeigand@supermicro.com,

YitaiHu@supermicro.com,

KennethCheung@supermicro.com

Telephone:

+1-408-503-8000

JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, New York 10017

Attention: Glenn White

Email: glenn.white@jpmorgan.com

With a copy of any notice of any Default or Event of Default (which shall not constitute notice to the Lead Borrower) to:

Freshfields US LLP

3 World Trade Center

175 Greenwich Street

New York, New York 10007

Attention: Kyle Lakin

Latham & Watkins LLP

1271 Avenue of

the Americas

New York, NY 10020

Attention: Michele

Penzer

Each such notice, request or other communication shall be effective (i) if given by facsimile, when such

facsimile is transmitted to the facsimile number specified in this Section 10.8 or in the relevant Administrative Questionnaire and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, five

(5) days after such communication is deposited in the mail, certified or registered with return receipt requested, addressed as aforesaid, (iii) if by email, when delivered (all such notices and communications sent by email shall be deemed

delivered upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement)), or (iv) if given by any

other means, when delivered at the addresses specified in this Section 10.8 or in the relevant Administrative Questionnaire; provided that any notice given pursuant to Article 2 hereof shall be effective only upon receipt.

Section 10.9 Counterparts.

(a) This Agreement may be executed in any number of counterparts, and by the different parties hereto on separate counterpart signature pages,

and all such counterparts taken together shall be deemed to constitute one and the same instrument.

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(b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y)

any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.8), certificate, request, statement, disclosure

or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf.

or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The

words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include

Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be

of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the

Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the

Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Lead Borrower or any other Loan

Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be

promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Lead Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any

workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Lead Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other

electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any

paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any

format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal

effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on

the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender or any of its

Affiliates and controlling Persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of the foregoing for any liabilities arising solely from the Administrative Agent’s and/or any

Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of

the failure of the Lead Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

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Section 10.10 Successors and Assigns; Assignments and Participations.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns permitted hereby, except that (x) no Borrower may assign or otherwise transfer any of its rights or obligations under any Loan Document without the prior written consent of the Administrative

Agent and each Lender, and (y) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) of this

Section 10.10, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.10 or (iii) by way of pledge or assignment of a security interest subject to the

restrictions of clause (f) of this Section 10.10. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted

hereby, Participants to the extent provided in clause (d) of this Section 10.10 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders, Lender-Related Persons

and Indemnified Persons) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by

Lenders.

(i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and

obligations under this Agreement with respect to all or a portion of its Revolving Credit Commitment(s) and the Loans at the time owing to it.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit

Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment(s) (which for this

purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date

the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of such Trade Date) shall not be less than $5.0 million,

(calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two or more lenders that are Affiliates)

unless each of the Administrative Agent and the Lead Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed);

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights

and obligations under this Agreement with respect to the Revolving Facility or the Revolving Credit Commitment assigned, except that this clause (B) shall not prohibit any Lender from assigning all or a portion of its rights and

obligations among separate Classes on a non-pro rata basis;

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Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless otherwise waived or reduced by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a

Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;

(D) the Eligible Assignee provides the

Lead Borrower and the Administrative Agent the forms required by Section 10.1(c) prior to the assignment; and

(E) in

the case of any assignment of all or any portion of the Revolving Credit Commitment, the prior written consent of each L/C Issuer under the applicable Revolving Facility (such consent not to be unreasonably withheld or delayed).

Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 10.10,

from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and

obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an

Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 8.4,

10.1(a) and 10.13 and subject to any obligations hereunder with respect to facts and circumstances occurring prior to the effective date of such assignment.

(i) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a copy

of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, the Revolving Credit Commitment(s) of, and principal amounts (and stated interest) of the Loans owing to, each Lender

pursuant to the terms hereof from time to time, and each repayment in respect of the principal amount (and any interest thereon) (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the

Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The

Register shall be available for inspection by the Borrowers and any Lender (as to its own interest, but not the interest of any other Lender), at any reasonable time and from time to time upon reasonable prior notice.

(ii) The Administrative Agent shall (A) accept the Assignment and Assumption and (B) promptly record the information

contained therein in the Register once all the requirements of clause (a) above have been met. No assignment shall be effective unless it has been recorded in the Register.

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(d) Participations. Any Lender may at any time, without the consent of, or notice to,

the Borrowers, the Administrative Agent or any L/C Issuer, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) or

a Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment(s) and/or the Loans owing to

it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the

Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right

to enforce this Agreement and to approve any amendment, modification, supplement or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the

Participant, agree to any amendment, modification, supplement or waiver described in subclause (A) (to the extent that such Participant is directly affected) or (B) of Section 10.11. Subject to clause (e) of this

Section 10.10, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 8.1, 8.4, 10.1, and 10.4 (subject to the requirements and limitations therein (including the requirements under Section 10.1(c), it

being understood that the documentation required to be provided under Section 10.1(c) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause

(b) of this Section 10.10. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.14 as though it were a Lender; provided that such Participant agrees to be subject to

Section 10.7 as though it were a Lender.

Each Lender that sells a participation pursuant to this Section 10.10(d),

acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register for the recordation of the names and addresses of the Participants, the commitments of, and principal amounts (and stated interest) of the Loans

owing to, each Participant pursuant to the terms hereof from time to time, and each repayment in respect of the principal amount (and any interest thereon) (each, a “Participant Register”). The entries in the Participant Register

shall be conclusive absent manifest error, and such Lender and the Borrowers shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of a participation for all purposes of this Agreement,

notwithstanding notice to the contrary; provided that no Lender shall have the obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a

Participant’s interest in any Loan or other Obligations under any Loan Document) to any Person except to the extent such disclosure is necessary in connection with a tax audit or other proceeding to establish that any such Obligations are in

registered form for U.S. federal income tax purposes. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under

Section 8.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant shall not be entitled to receive any greater payment under Section 10.1 or

Section 10.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to a greater payment results from a change in law after the

sale of the participation.

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(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest

in all or any portion of its rights under this Agreement (other than to any Disqualified Institution) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank

having jurisdiction over such lender, and this Section 10.10 shall not apply to any pledge or assignment of a security interest; provided that no such pledge or assignment shall release such Lender from any of its obligations

hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Disqualified Institutions. If any

assignment or participation under this Section 10.10 is made (or attempted to be made) (i) to a Disqualified Institution without the Lead Borrower’s prior written consent or (ii) to the extent the Lead Borrower’s

consent is required under the terms of this Section 10.10 and such consent shall have not been obtained or deemed to have been obtained, to any other Person without the Lead Borrower’s consent, then the Lead Borrower may, at its

sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 10.10), all its

interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received

payment of an amount equal to the lesser of par or the amount such Lender paid for such Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the

extent of such outstanding principal and accrued interest and fees) or the Lead Borrower (in the case of all other amounts), (ii) the Borrowers shall be liable to such Lender under Section 8.1 if any Term Benchmark Loan owing to

such Lender is repaid or purchased other than on the last day of the Interest Period relating thereto, and (iii) such assignment shall otherwise comply with this Section 10.10 (provided that no registration and processing fee

referred to in this Section 10.10 shall be owing in connection with any assignment pursuant to this clause). Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest)

to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder to an assignee as contemplated hereby in the circumstances contemplated by

this Section 10.10(g). Nothing in this Section 10.10(g) shall be deemed to prejudice any rights or remedies the Borrowers may otherwise have at law or equity. Each Lender acknowledges and agrees that the Borrowers would

suffer irreparable harm if such Lender breaches any of its obligations under Section 10.10(a), 10.10(d) or 10.10(f) insofar as such Sections relate to any assignment, participation or pledge to a Disqualified Institution

without the Lead Borrower’s prior written consent. Additionally, each Lender agrees that the Lead Borrower may seek to obtain specific performance or other equitable or injunctive relief to enforce this Section 10.10(g) against

such Lender with respect to such breach without posting a bond or presenting evidence of irreparable harm. The Administrative Agent shall not be responsible or have liability for, or have any duty to ascertain, inquire into, monitor or enforce,

compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender is a

Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.

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(h) If the Lead Borrower wishes to replace the Loans or Commitments under the Revolving

Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three (3) Business Days’ advance notice to the Lenders under Revolving Facility, instead of

prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders under the Revolving Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the

terms thereof in accordance with Section 10.11 (with such replacement, if applicable, deemed to have been made pursuant to Section 2.14). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be

purchased at par (allocated among the Lenders under the Revolving Facility in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Lead Borrower),

accompanied by payment by the Borrowers of any accrued interest and fees thereon and any amounts owing pursuant to Section 10.13(c) to the extent demanded in writing prior to the date of such assignment. By receiving such purchase price,

the Lenders under the Revolving Facility shall automatically be deemed to have assigned the Loans or Commitments under the Revolving Facility pursuant to the terms of the form of Assignment and Assumption attached hereto as Exhibit F and

accordingly no other action by such Lenders shall be required in connection therewith.

Section 10.11 Amendments.

(a) Except as provided in Section 2.12 with respect to any Incremental Facility, Section 2.13 with respect to any

Extension and Section 2.14 with respect to any Replacement Revolving Facility, (a) no provision of this Agreement or the other Loan Documents may be amended, modified, supplemented or waived unless such amendment, modification,

supplement or waiver is in writing and is signed by (i) the Borrowers, (ii) the Required Lenders, (iii) if the rights or duties of the Administrative Agent are adversely affected thereby, the Administrative Agent, and (iv) if the

rights or duties of the L/C Issuers are affected thereby, the L/C Issuers; provided that:

(A) no amendment,

modification, supplement or waiver pursuant to this Section 10.11 shall (i) increase any Commitment or extend the expiry date of any such Commitment of any Lender without the consent of such Lender (it being understood that any

such amendment, modification, supplement or waiver that provides for the payment of interest in kind in addition to, and not as substitution for or as conversion of, the interest otherwise payable hereunder shall only require the consent of the

Required Lenders and that a waiver of any condition precedent or the waiver of any Default or Event of Default or mandatory prepayment shall not constitute an extension or increase of any Commitment), (ii) reduce the amount of, postpone the date for

any scheduled payment of any principal of or interest or fee on, or extend the final maturity of any Loan or of any Reimbursement Obligation or of any fee payable hereunder (other than with respect to a waiver of default interest and it being

understood that any change in the definitions of any ratio used in the calculation of such rate of interest or fees (or the component definitions) shall not constitute a reduction in any rate of interest or fees) without the consent of each Lender

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(but not the Required Lenders) to which such payment is owing or which has committed to make such Loan or Letter of Credit (or participate therein) hereunder, (iii) change the application of

payments set forth in Section 2.8 hereof without the consent of any Lender adversely affected thereby, (iv) subordinate the Obligations in contractual right of payment, or the Liens on the Collateral securing the Obligations, to any

other Indebtedness or Liens without the consent of each Lender adversely affected thereby (except as expressly permitted under this Agreement as in effect on the Closing Date) or (v) subject to Section 1.8 hereof, amend this

Agreement in a manner that could cause any Revolving Lender to be required to lend Loans in any currency other than Dollars without the written consent of such Revolving Lender;

(B) no amendment, modification, supplement or waiver pursuant to this Section 10.11 shall, unless signed by each

Lender, change the definition of Required Lenders in a manner that reduces the voting percentages set forth therein, change the provisions of this Section 10.11, affect the number of Lenders required to take any action hereunder or under

any other Loan Document, or change or waive any provision of any Loan Document that provides for the pro rata nature of disbursements or payments to Lenders;

Section 2.7 or any other provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class,

without the consent of Lenders representing a majority in interest of each affected Class (it being understood that the Required Lenders may waive, in whole or in part, any prepayment of Loans hereunder so long as the application, as between

Classes, of any portion of such prepayment that is still required to be made is not altered);

(D) no amendment,

modification, supplement or waiver pursuant to this Section 10.11 shall amend or modify the provisions of Section 2.2 or any letter of credit application and any bilateral agreement between the applicable Borrower and an L/C Issuer

regarding such L/C Issuer’s Letter of Credit Commitment or the respective rights and obligations between such Borrower and such L/C Issuer in connection with the issuance of Letters of Credit without the prior written consent of the

Administrative Agent and such L/C Issuer, respectively; and

(E) no amendment, modification, supplement or waiver pursuant

to this Section 10.11 shall release all or substantially all of the value of the Guaranties provided by the Guarantors (other than during an IG Period) or release all or substantially all of the value of the Collateral (other than

during an IG Period) without the written consent of each Lender.

Notwithstanding anything to the contrary herein, (a) except as set

forth in clause (A) above, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, supplement, waiver or consent hereunder or otherwise give any direction to the Administrative Agent; (b) the

Lead Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Lead Borrower and the

Administrative Agent to effect the provisions of Sections 2.7(c), 2.12, 2.13, 2.14, or 10.10(g); (c) guarantees, collateral security

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documents and related documents executed by the Lead Borrower or any of its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and

may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (i) comply with local law or advice of local counsel, (ii) cure ambiguities, omissions, mistakes or

defects or (iii) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents and (d) the Administrative Agent may, with the consent of Lead Borrower only, amend,

modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency so long as the Lenders shall have received, at least five (5) Business Days’ prior written notice thereof and the

Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the

Required Lenders (as determined hereunder prior to any such amendment or amendment and restatement), the Administrative Agent and the Lead Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the

extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in

respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new credit facilities; provided that no Lender shall be

obligated to commit to or hold any part of such credit facilities.

(b) Each waiver, amendment, modification, supplement or consent

made or given pursuant to this Section 10.11 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders

and shall be binding on the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans and Revolving Credit Commitments.

Section 10.12 Heading. Section headings and the Table of Contents used in this Agreement are for reference only and shall not

affect the construction of this Agreement.

Section 10.13 Costs and Expenses; Indemnification.

(a) The Borrowers agree to pay all reasonable and documented out-of-pocket costs and expenses (on the Closing Date or within thirty

(30) days of a written demand therefor, together with reasonable backup documentation supporting such reimbursement request) of (i) the Administrative Agent, L/C Issuers and Joint Lead Arrangers in connection with the syndication of the

Revolving Facility and the preparation, execution, delivery and administration of the Loan Documents, (ii) the Administrative Agent and the L/C Issuers in connection with any amendment, modification, supplement, waiver or consent related to the

Loan Documents, and any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches and (iii) the Administrative Agent, L/C Issuers and the Lenders (within thirty (30) days of a

written demand therefor) in connection with the enforcement of the Loan Documents.

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(b) The Administrative Agent, Joint Lead Arrangers, L/C Issuers and Lenders and their

respective Affiliates and controlling Persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of the foregoing (each, a “Lender-Related Person”) and the Loan Parties shall

not have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing

Date); provided that nothing in this sentence shall limit any Loan Party’s indemnity and reimbursement obligations to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party

unaffiliated with any of the indemnified persons with respect to which the applicable indemnified person is entitled to indemnification as set forth in the immediately preceding sentence. No Lender-Related Person nor any other party hereto shall be

liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the

other Loan Documents or the transactions contemplated hereby or thereby, except to the extent any such damages arise from the gross negligence, bad faith or willful misconduct of, or material breach of the Loan Documents by, such Lender-Related

Person or such other party hereto, as applicable, in each case to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment.

(c) The Borrowers further agree to indemnify the Administrative Agent in its capacity as such, each Joint Lead Arranger, each L/C Issuer and

each Lender, their respective Affiliates and controlling Persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of the foregoing (each an “Indemnified Person”) against all

Damages (including, without limitation, reasonable attorney’s fees and other expenses of litigation or preparation therefor, whether or not the indemnified person is a party thereto, or any settlement arrangement arising from or relating to

any such litigation) which any of them may pay or incur arising out of or relating to (x) any Loan Document, any of the transactions contemplated thereby, the Revolving Facility, the syndication of the Revolving Facility, the direct or indirect

application or proposed application of the proceeds of any Loan or Letter of Credit or the Transactions or (y) any Environmental Liability relating to the Lead Borrower or any Restricted Subsidiary, including without limitation, with respect to

the actual or alleged presence, Release or threat of Release of any Hazardous Materials at, on, under or from any property currently or formerly owned or operated by the Lead Borrower or any Restricted Subsidiary, other than those, in the case of

each clauses (x) and (y) above, which (i) arise from the gross negligence, willful misconduct or bad faith of, or material breach of the Loan Documents by, the party claiming indemnification (or any of its respective directors,

officers, employees, advisors, agents and Affiliates), in each case, to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) arise out of any dispute solely among Indemnified Persons (other

than in connection with any agent or arranger acting in its capacity as the Administrative Agent, an L/C Issuer, a Joint Lead Arranger or any other agent, co-agent, arranger or similar role, in each case in their respective capacities as such, or in

connection with any syndication activities) that did not arise out of any act or omission of a Borrower or any of its Affiliates. Notwithstanding the foregoing, each indemnified person shall be obligated to refund and return any and all amounts paid

by the Borrowers to such indemnified person for fees, expenses or damages to the extent such indemnified person is not entitled to payment of such amounts in accordance with the terms hereof.

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(d) Notwithstanding any of the foregoing clauses (a) or (c) to the

contrary, in no event shall the Borrowers be obligated to pay for the legal expenses or fees of more than one firm of outside counsel and, if reasonably necessary, one (1) local counsel in any relevant jurisdiction or otherwise retained with

the Lead Borrower’s consent (not to be unreasonably withheld or delayed), to the Administrative Agent, or the Administrative Agent, the L/C Issuers, the Joint Lead Arrangers and the Lenders, taken as a whole, as the case may be, except, solely

in the case of a conflict of interest under clauses (a)(iii) or (c) above, one additional counsel to all affected persons similarly situated, taken as a whole, and if reasonably necessary, one additional local counsel in each

relevant jurisdiction or otherwise retained with Lead Borrower’s consent (not to be unreasonably withheld or delayed) to all affected persons similarly situated, taken as a whole. The obligations of the Borrowers under this

Section 10.13 shall survive the termination of this Agreement.

Section 10.14 Setoff. In addition to any rights

now or hereafter granted under Applicable Law and not by way of limitation of any such rights, but subject to Section 10.2, upon the occurrence and during the continuation of any Event of Default, each Lender and each subsequent holder

of any Obligation is hereby authorized by the Borrowers at any time or from time to time, without prior notice to the Borrowers or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and

all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts, and in whatever currency denominated) and any other indebtedness at

any time held or owing by that Lender or that subsequent holder to or for the credit or the account of a Borrower, whether or not matured, against and on account of any amount due and payable by such Borrower hereunder. Each Lender or any such

subsequent holder of any Obligations agrees to promptly notify the Lead Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the

validity of such setoff and application.

Section 10.15 Entire Agreement. The Loan Documents constitute the entire

understanding of the parties thereto with respect to the subject matter thereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby.

Section 10.16 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and

construed by and interpreted in accordance with, the law of the State of New York.

Section 10.17 Severability of

Provisions. Any provision of any Loan Document which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the

validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any

applicable mandatory provisions of law, and all the provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so

that they will not render this Agreement or the other Loan Documents invalid or unenforceable.

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Section 10.18 Excess Interest. Notwithstanding any provision to the

contrary contained herein or in any other Loan Document, no such provision shall require the payment or permit the collection of any amount of interest in excess of the maximum amount of interest permitted by Applicable Law to be charged for the use

or detention, or the forbearance in the collection, of all or any portion of the Loans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any Excess Interest is provided for, or is

adjudicated to be provided for, herein or in any other Loan Document, then in such event (a) the provisions of this Section 10.18 shall govern and control, (b) neither any Borrower nor any guarantor or endorser shall be

obligated to pay any Excess Interest, (c) any Excess Interest that the Administrative Agent or any Lender may have received hereunder shall, at the option of the Administrative Agent, be (i) applied as a credit against the then outstanding

principal amount of Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount permitted by Applicable Law), (ii) refunded to the applicable Borrower, or (iii) any combination of the foregoing,

(d) the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement

and the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant interest rate, and (e) neither any Borrower nor any guarantor or endorser shall have any action against the

Administrative Agent or any Lender for any Damages whatsoever arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any of a Borrower’s Obligations is calculated

at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on such Borrower’s Obligations shall remain at the Maximum Rate

until the Lenders have received the amount of interest which such Lenders would have received during such period on such Borrower’s Obligations had the rate of interest not been limited to the Maximum Rate during such period.

Section 10.19 Construction. The parties acknowledge and agree that the Loan Documents shall not be construed more favorably in

favor of any party hereto based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation of the Loan Documents. The provisions of this Agreement relating to Subsidiaries shall

apply only during such times as the Lead Borrower has one or more Subsidiaries. In the event of any conflict or inconsistency between or among this Agreement and the other Loan Documents, the terms and conditions of this Agreement shall govern and

control.

Section 10.20 Lender’s Obligations Several. The obligations of the Lenders hereunder are several and

not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder except as otherwise set forth in this Agreement. Nothing contained in this Agreement and no action taken by the Lenders pursuant

hereto shall be deemed to constitute the Lenders a partnership, association, joint venture or other entity.

Section 10.21

USA Patriot Act. Each Lender and each Agent hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies each Loan Party, which information includes

the name and address of each Loan Party and other information that will allow such Lender and/or Agent to identify each Loan Party in accordance with the Patriot Act.

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Section 10.22 Submission to Jurisdiction; Waiver of Jury Trial. Each of the

parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City in the Borough of Manhattan for purposes of all legal

proceedings arising out of or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may

now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final

judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that any party hereto may otherwise

have to bring any proceeding relating to any Loan Document against any other party hereto or their respective properties in the courts of any jurisdiction (i) for purposes of enforcing a judgment or (ii) in connection with any pending

bankruptcy, insolvency or similar proceeding in such jurisdiction. THE BORROWERS, THE ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Section 10.23 Treatment of Certain Information;

Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that the Information may be disclosed (a) to its Affiliates and to its

and its Affiliates’ respective directors, officers, employees, agents, advisors, insurers, insurance brokers, settlement service providers and other representatives on a “need to know basis” (it being understood that the Persons to

whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) solely in connection with the transactions contemplated or permitted hereby; provided that the

Administrative Agent, the Lenders or the L/C Issuers, as the case may be, shall be responsible for their respective Affiliates’ compliance with this clause, (b) to the extent requested by any regulatory authority having jurisdiction over

such Person (including any self-regulatory authority, such as the National Association of Insurance Commissioners or any similar organization) or any nationally recognized rating agency that requires access to information about a Lender’s

investment portfolio in connection with ratings issued with respect to such Lender (provided that, prior to any such disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential Information relating

to the Loan Parties), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process; provided that, unless specifically prohibited by Applicable Law or court order, each Lender and the Administrative

Agent shall promptly notify the Lead Borrower in advance of any such disclosure, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating

to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions not less restrictive than those of this Section 10.23, to (i) any assignee of

or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (provided that, for the avoidance of doubt, to the extent that the list of Disqualified Institutions is made available to all

Lenders, the “Information” for purposes of this clause (f)(i) shall include the list of Disqualified Institutions) or (ii) any actual or prospective counterparty (or its advisors) to any Hedge Agreement relating to the Lead Borrower

or any

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Subsidiary and its or their obligations, (g) with the consent of the Lead Borrower,

(h) (x) to any rating agency in connection with rating the Lead Borrower or its Subsidiaries or the facilities evidenced by this Agreement or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and

monitoring of CUSIP numbers with respect to the facilities evidenced by this Agreement, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.23 or

(y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Lead Borrower, (j) for purposes of establishing a “due diligence”

defense, and (k) to the extent that such information is independently developed, so long as not based on information obtained in a manner that would otherwise violate this Section 10.23. In addition, the Agents and the Lenders may

disclose the existence of this Agreement and customary information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the

administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions; provided that such Person is advised of and agrees to be bound by the provisions of this Section 10.23. For

purposes of this Section 10.23, “Information” means all information received by the Administrative Agent, any Lender or any L/C Issuer, as the case may be, from the Lead Borrower or any of its Subsidiaries relating to

the Lead Borrower or any of its Subsidiaries or any of their respective businesses (including any target company and its Subsidiaries in connection with a contemplated or consummated Acquisition or other investment), other than any such information

that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Lead Borrower or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this

Section 10.23 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential

information. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree not to disclose any Information to a Disqualified Institution.

For the avoidance of doubt, nothing in this Section 10.23 shall prohibit any Person from voluntarily disclosing or

providing any Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that any such prohibition on

disclosure set forth in this Section 10.23 shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

Section 10.24 No Fiduciary Relationship. Each Borrower acknowledges and agrees that the transactions contemplated by this

Agreement and the other Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents and the Lenders, on the one hand, and the Loan Parties, on the other,

and in connection therewith and with the process leading thereto, (i) the Agents and the Lenders have not assumed an advisory or fiduciary responsibility in favor of the Loan Parties, the Loan Parties’ equity holders or the Loan

Parties’ Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether such Agent and/or Lender has advised, is currently

advising or will advise the Loan Parties, the Loan Parties’ equity holders or the Loan Parties’ Affiliates on other matters) or any other obligation to the Loan Parties except the obligations expressly set forth in this Agreement and the

other Loan Documents and (ii) such Agent and/or

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Lender is acting solely as a principal and not as a fiduciary of the Loan Parties, the Loan Parties’ management, equity holders, Affiliates, creditors or any other Person or their

respective Affiliates. Each Agent, each Lender and their Affiliates may have economic interests that conflict with the economic interests of the Lead Borrower or any of its Subsidiaries, their stockholders and/or their Affiliates.

Section 10.25 Platform; Borrower Materials.

(a) Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders

and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the

“Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information (within the meaning of the United States federal and state

securities laws) with respect to the Borrowers or their respective Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Lead Borrower hereby agrees that it will identify that portion of the Borrower

Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear

prominently on the first page thereof, (ii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” and (iii) the Administrative Agent

and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” THE PLATFORM IS

PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT, ITS RELATED PARTIES AND THE JOINT LEAD ARRANGERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND

EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY

RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT, ANY OR ITS RELATED PARTIES OR ANY JOINT LEAD ARRANGER IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.

(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrowers or the

Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information. Each Lender represents to the Borrowers and the

Administrative Agent that (i) it has developed compliance procedures regarding the use of material non-public information and that it will handle material non-public information in accordance with such procedures and applicable law, including

Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance

procedures and applicable law, including Federal, state and foreign securities laws.

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Section 10.26 Acknowledgement and Consent to Bail-In of Affected Financial

Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution

arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any

such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected

Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such

liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in

connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 10.27

Additional Borrowers.

(a) The Lead Borrower may cause any Restricted Subsidiary that is a Domestic Subsidiary to become a Borrower

under the Revolving Facility by (i) executing a joinder agreement to this Agreement, in form and substance satisfactory to the Administrative Agent, (ii) delivering an opinion of counsel to such Restricted Subsidiary addressed to the

Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, (iii) delivering a customary secretary’s (or equivalent) certificate in form and substance reasonably satisfactory to the

Administrative Agent, (iv) delivering good standing certificates (or equivalent evidence) for such Restricted Subsidiary which the Administrative Agent reasonably may have requested, (v) deliver to the Administrative Agent, at the Lead

Borrower’s cost and expense, such other instruments, documents, certificates and opinions required by the Administrative Agent in connection with any supplements, assumptions or amendments to the Loan Documents, (vi) delivering guaranty

and Collateral Documents (or supplements, assumptions or amendments to existing guaranty and Collateral Documents) as the Administrative Agent may then require and deliver to the Administrative Agent, at the Lead Borrower’s cost and expense,

such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith, and (vii) furnishing to the Administrative Agent and the Lenders all documentation and other information that

they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and Beneficial Ownership Regulation;

provided that this Agreement and any other applicable Loan Document may be amended as mutually agreed by the Administrative Agent, the Lead Borrower, such Additional Borrower and each Revolving Lender to incorporate such Additional Borrower.

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(b) If at any time an Additional Borrower ceases to be a Restricted Subsidiary of the

Borrower, the Lead Borrower shall deliver a written notice to the Administrative Agent notifying it that such Additional Borrower is no longer a Restricted Subsidiary and terminating its status as an Additional Borrower. The delivery of such notice

shall not affect any obligation of an Additional Borrower theretofore incurred or the Lead Borrower’s guaranty thereof and the Lead Borrower shall confirm its continuing obligation in respect thereof in such notice.

(c) If at any time, an Additional Borrower has no outstanding Credit Extensions made to it, the Lead Borrower may elect to deliver a written

notice to the Administrative Agent stating that it has elected to terminate the status of such Additional Borrower as a Borrower hereunder and such Additional Borrower shall no longer have any obligations hereunder.

Section 10.28 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a

guarantee or otherwise, for swap agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as

follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations

promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact

be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property

securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and

any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than

such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is

understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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IN WITNESS WHEREOF, the

parties hereto have caused this Agreement to be duly executed as of the date first written above.

SUPER MICRO COMPUTER, INC., as the Lead Borrower

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A., as the Administrative

Agent, an L/C Issuer, and a Lender

By:

Name:

Title:

[Signature Page to Credit

Agreement]

[ ], as [an L/C Issuer, and] a Lender

By:

Name:

Title

[Signature Page to Credit

Agreement]

EX-99.1

Filename: d45696dex991.htm · Sequence: 7

EX-99.1

Exhibit 99.1

Supermicro Announces Proposed $7.0 Billion of Equity and Equity-linked Financing Transactions To Fund AI Orders

SAN JOSE, Calif., June 9, 2026—(BUSINESS WIRE) — Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the

“Company”), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced a series of concurrent equity and equity-linked financing transactions totaling $7.0 billion, in expected aggregate amount, as part of

its plan to fund the purchase of components to satisfy the AI orders that the Company has received in recent weeks for its advanced AI servers.

Offerings

The proposed offerings consist of:

•

Concurrent underwritten offerings: $5.0 billion underwritten public offerings, consisting of:

(1) approximately $1.25 billion of common stock (the “common stock offering”) and (2) approximately $3.75 billion of depositary shares (the “depositary share offering”); and

•

At-the-market offering: up

to $2.0 billion at-the-market, or ATM, offering program for common stock, expected to begin no earlier than the third quarter of 2026 (the “ATM

program”).

Use of Proceeds

The Company intends to use a portion of the net proceeds from the offerings, together with proceeds from the ATM program, to fund the purchase of components to

satisfy the approximately $39 billion of orders that the Company has received in recent weeks for its advanced AI servers, including its Data Center Building Block Solutions, from more than 20 customers, that the Company plans to fulfill in

future quarters. The Company may also use a portion of the net proceeds from the offerings for other general corporate purposes, which may include repayment of debt, additions to working capital and capital expenditures.

Additional Transaction Details:

Underwritten

Offerings

The Company expects to grant to the underwriters of each offering a 30-day over-allotment option

to purchase additional shares of common stock and additional depositary shares, respectively. The completion of the common stock offering will not be contingent on the completion of the depositary share offering, and the completion of the depositary

share offering will not be contingent on the completion of the common stock offering.

ATM Program

In addition to these underwritten offerings, the Company anticipates entering into a distribution agreement with J.P. Morgan, Goldman Sachs & Co. LLC

and Citigroup, as managers, pursuant to which the Company may offer and sell, from time to time its common stock up to a maximum aggregate offering amount of up to $2.0 billion. Such sales are not expected to commence until the third quarter of

2026, subject to market conditions and other factors.

Terms of Depositary Shares and Underlying Mandatory Convertible Preferred Stock

Each depositary share that is offered in the public underwritten offering will represent a 1/20th interest in newly issued series A mandatory convertible

preferred stock. Holders of the depositary shares will be entitled to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation and voting rights,

subject to the provisions of a deposit agreement. The mandatory convertible preferred stock is expected to have a liquidation preference of $1,000 per share, and each depositary share is expected to have a liquidation preference of $50. Unless

earlier converted, each share of mandatory convertible preferred stock will automatically convert, for settlement on or about June 1, 2029, into a variable number of shares of common stock based on the applicable conversion rate, and each

depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The dividend rate, conversion terms and other terms of the mandatory convertible

preferred stock will be determined at the time of pricing of the depositary share offering. Currently, there is no public market for the depositary shares or the mandatory convertible preferred stock. The Company intends to apply to list the

depositary shares on the Nasdaq Global Select Market under the symbol “SMCIP.”

Underwriters

J.P. Morgan, Goldman Sachs & Co. LLC and Citigroup are acting as lead joint bookrunning managers for the offerings. ICR Capital LLC is acting as the

Company’s financial advisor for the depositary shares offering.

About Supermicro

Supermicro is a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services.

“Safe Harbor” Statement

This press

release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, the

anticipated terms of the common stock offering, depositary share offering and the ATM program, statements regarding the intended use of the net proceeds from the offerings and the ATM program, its intention to enter into a distribution agreement

related to the ATM program, and statements regarding the $39 billion of AI orders that the Company has received, which do not constitute firm commitments and are all subject to cancellation, delays and remain subject to fulfillment of the

applicable terms and conditions by both parties. Forward-looking statements may be identified by the use of the words “may,” “will,” “plans,” “expect,” “intend” and other similar

expressions. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or

probability. These forward-looking statements are based on management’s

current expectations and beliefs about future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the

forward-looking statements. Among those risks and uncertainties include, but are not limited to, the risks related to whether the Company will consummate the offerings on the expected terms or at all, the intended use of the net proceeds from the

offering, including with respect to orders for advanced AI servers, market and general conditions, and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the

U.S. Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in

this press release for subsequent developments, except as may be required by law.

The Company may file a registration statement (including a prospectus)

with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the

Company and these offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain a copy by visiting www.ir.supermicro.com, calling our Investor Relations Department at 1-408-503-8000, writing to Investor Relations Department, Super Micro Computer, Inc., 980 Rock Avenue, San Jose, CA 95131 or sending an

email to IR@supermicro.com.

EX-99.2

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EX-99.2

Exhibit 99.2

Supermicro Announces Pricing of Equity and Equity-linked Financing Transactions To Fund AI Orders

SAN JOSE, Calif., June 11, 2026—(BUSINESS WIRE) — Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the

“Company”), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced the pricing of its previously announced series of concurrent equity and equity-linked financing transactions. The gross proceeds of these

offerings, together with potential gross proceeds of Supermicro’s $1.25 billion at-the-market, or ATM, offering program for the sale of common stock over

time, represent a total potential equity raise of $7.0 billion, inclusive of the underwriters’ options to purchase additional shares and additional depositary shares for the common stock offering and the depositary shares offering,

respectively.

Supermicro priced concurrent underwritten public offerings of 45,454,545 shares of common stock at a public offering price of $27.50 per

share and 75,000,000 depositary shares, each representing a 1/20th interest in a share of newly issued 7.0% series A mandatory convertible preferred stock at a public offering price of $50 per share. Supermicro has granted to the underwriters of

each offering a 30-day option to purchase 6,818,181 additional shares of common stock and 11,250,000 additional depositary shares, respectively.

The offering of common stock is expected to close on June 12, 2026 and the offering of depositary shares are expected to close on June 15, 2026,

subject to customary closing conditions. The completion of the common stock offering will not be contingent on the completion of the depositary share offering, and the completion of the depositary share offering will not be contingent on the

completion of the common stock offering. In addition to these underwritten offerings, the Company entered into a distribution agreement with J.P. Morgan, Goldman Sachs & Co. LLC and Citigroup, as managers, pursuant to which the Company may

offer and sell, from time to time its common stock up to a maximum aggregate offering amount of up to $1.25 billion. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors.

The net proceeds from the offering of common stock will be approximately $1.22 billion (assuming the underwriters of that offering do not exercise their

option to purchase additional shares), after deducting underwriting discounts and estimated offering expenses payable by Supermicro. The net proceeds from the offering of depositary shares will be approximately $3.68 billion (assuming the

underwriters of the offering do not exercise their over-allotment option to purchase additional depositary shares), after deducting underwriting discounts and estimated offering expenses payable by Supermicro.

The Company intends to use a portion of the net proceeds from the offerings, together with proceeds from the ATM program, to fund the purchase of components

to satisfy the approximately $39 billion of orders that the Company has received in recent weeks for its advanced AI servers, including its Data Center Building Block Solutions, from more than 20 customers, that the Company plans to fulfill in

Terms of Depositary Shares and Underlying Mandatory Convertible Preferred Stock

Each depositary share that is offered in the public underwritten offering will represent a 1/20th interest in newly issued series A mandatory convertible

subject to the provisions of a deposit agreement. The mandatory convertible preferred stock will accumulate dividends at a rate per annum equal to 7.0% on the liquidation preference thereof, which is $1,000 per share, payable in cash or, subject to

certain limitations, by delivery of shares of common stock or through any combination of cash and shares of common stock, as determined by the Company’s board of directors (or an authorized committee thereof) in its sole discretion. Declared

dividends on the series A mandatory convertible preferred stock will be payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing on, and including, September 1, 2026 and ending on, and

including, June 1, 2029. Unless earlier converted, each share of series A mandatory convertible preferred stock will automatically convert on the second business day immediately following the last trading day of the final averaging period into

between 30.3040 and 36.3640 shares of common stock (and, correspondingly, each depositary share will automatically convert into between 1.5152 and 1.8182 shares of common stock), subject to customary anti-dilution adjustments, determined based on

the volume-weighted average price of the common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to June 1, 2029. Other than during a fundamental change conversion period (as

defined in the prospectus supplement relating to the offering), at any time prior to June 1, 2029, a holder of 20 depositary shares may cause the bank depositary to convert one share of series A mandatory convertible preferred stock, on such

holder’s behalf, into a number of shares of common stock equal to the minimum conversion rate of 30.3040, subject to certain anti-dilution and other adjustments. Currently, there is no public market for the depositary shares or the mandatory

convertible preferred stock. The Company has applied to list the depositary shares on the Nasdaq Global Select Market under the symbol “SMCIP.”

Underwriters

J.P. Morgan, Goldman Sachs & Co.

LLC and Citigroup are acting as lead joint bookrunning managers for the offerings. Credit Agricole CIB, HSBC, MUFG, TD Securities, BNP Paribas, BMO Capital Markets, KeyBanc Capital Markets and Scotiabank are acting as joint bookrunners.

Needham & Company is acting as lead manager. Loop Capital Markets, Northland Capital Markets, Rosenblatt and CJS Securities are acting as co-managers. ICR Capital LLC is acting as the Company’s

financial advisor for the depositary shares offering.

Registration Statement and Prospectus

The Company has filed a registration statement on Form S-3 (including a prospectus) with the Securities and Exchange

Commission for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the

Company, these offerings and the ATM program. Each concurrent offering and any sales of stock under the ATM program may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the registration statement, preliminary

prospectus supplements and accompanying prospectuses related to the concurrent offerings and of the prospectus supplement related to the ATM program can be obtained by visiting the SEC’s website at http://www.sec.gov or by contacting J.P.

Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com; Goldman Sachs & Co. LLC, Attention: Prospectus

Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at

prospectus-ny@ny.email.gs.com; or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor any securities issuable upon conversion of

these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of

such state or jurisdiction.

About Supermicro

Supermicro is a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services.

“Safe Harbor” Statement

This press release

includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, statements

relating to the common stock offering, depositary share offering and the ATM program, the timing and extent of the Company’s use of the ATM program, statements regarding the intended use of the net proceeds from the offerings and the ATM

program, and statements regarding the $39 billion of AI orders that the Company has received, which do not constitute firm commitments and are all subject to cancellation, delays and remain subject to fulfillment of the applicable terms and

conditions by both parties. Forward-looking statements may be identified by the use of the words “may,” “will,” “plans,” “expect,” “intend” and other similar expressions. These

forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These

forward-looking statements are based on management’s current expectations and beliefs about future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by

the forward-looking statements. Among those risks and uncertainties include, but are not limited to, the risks related to whether the Company will consummate the offerings on the expected terms or at all, the intended use of the net proceeds from

the offering, including with respect to orders for advanced AI servers, market and general conditions, and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with

the U.S. Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included

in this press release for subsequent developments, except as may be required by law.

Contact:

IR@Supermicro.com

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