Form 8-K

8-K — Rent the Runway, Inc.

Accession: 0000950103-26-013373

Filed: 2026-09-01

Period: 2026-09-01

CIK: 0001468327

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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EX-10.1 — EXHIBIT 10.1 (dp252774_ex1001.htm)

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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):

September 1, 2026

____________________________

Rent the Runway, Inc.

(Exact name of registrant as specified in its

charter)

____________________________

Delaware

001-40958

80-0376379

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

Rent the Runway, Inc.

10 Jay Street

Brooklyn, New York 11201

(Address of principal executive offices, including

Zip Code)

Registrant’s telephone number, including

area code: (212) 524-6860

N/A

(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

Class A common stock, $0.001 par value per share

RENT

NASDAQ

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.

Third Amendment

On September 1, 2026, Rent the Runway, Inc. (the “Company”)

entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”), by and among the Company,

as borrower, the lenders party thereto (the “Lenders”) and CHS (US) Management LLC, as administrative agent (the “Agent”),

which amends the Amended and Restated Credit Agreement, dated as of October 28, 2025 (as amended by that certain First Amendment to Amended

and Restated Credit Agreement, dated as of January 28, 2026, that certain Second Amendment to Amended and Restated Credit Agreement, dated

as of April 1, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the

“Credit Agreement”). The Third Amendment establishes an incremental term loan facility in the aggregate principal amount of

$10,000,000, the proceeds of which will be used for working capital and other general corporate purposes.

The description of the terms of the Third Amendment does not purport

to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1

and incorporated herein by reference.

Item 9.01

Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Third Amendment to Amended and Restated Credit Agreement, dated September 1, 2026, by and among the Company, the Agent, and the Lenders

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

RENT THE RUNWAY, INC.

Date: September 1, 2026

By:

/s/ David Loretta

David Loretta

Interim Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: dp252774_ex1001.htm · Sequence: 2

Exhibit 10.1

Execution Version

THIRD

AMENDMENT TO amended and restated CREDIT AGREEMENT

This THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 1, 2026 (this "Amendment"), to the Amended and Restated

Credit Agreement, dated as of October 28, 2025 (as amended, amended and restated, supplemented or otherwise modified from time to time,

the "Credit Agreement"), by and among the lenders from time to time party thereto (individually, a "Lender,"

and any and all such lenders collectively, the "Lenders"), CHS (US) Management LLC, as the Agent for the Lenders (in

such capacity, together with its successors and assigns in such capacity, the "Agent"), and Rent the Runway, Inc., a

Delaware corporation (the "Borrower"), is by and among the Borrower, the Lenders and the Agent. Unless otherwise

defined herein, capitalized terms used herein shall have the meanings provided in the Credit Agreement.

WHEREAS, the Borrower

desires to establish Incremental Term Loan Commitments in an aggregate principal amount of $10,000,000.00 pursuant to and in accordance

with Section 2.11 of the Credit Agreement and Section 2 below (the “Third Amendment Incremental Term Loan Commitments”

and the Loans thereunder, the “Third Amendment Incremental Term Loans”), and has requested that each Lender listed

on Exhibit B hereto (each, a “Third Amendment Incremental Term Lender”) provide Third Amendment Incremental Term Loans

in the principal amount set forth opposite its name on Exhibit B hereto;

WHEREAS, each Third

Amendment Incremental Term Lender has agreed to provide a Third Amendment Incremental Term Loan Commitment to the Borrower on the Third

Amendment Effective Date (as defined below) on the terms set forth herein and in the Credit Agreement; and

WHEREAS, the Borrower,

the Agent and the Lenders desire to amend certain provisions of the Credit Agreement as provided more fully herein, subject to the terms

and conditions set forth herein.

NOW THEREFORE, in consideration

of the mutual agreements contained in the Credit Agreement and herein and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1 Amendments

to the Credit Agreement; Acknowledgment.

1.01 The

Credit Agreement is hereby amended (a) to delete the red or green stricken text (indicated textually in the same manner as the following

examples: stricken text and stricken text)

and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined

text and double-underlined text), in each case, as set forth

in the marked copy of the Credit Agreement attached hereto as Exhibit A and made a part hereof for all purposes.

1.02 Annex

I. Annex I to the Credit Agreement is hereby amended and restated by deleting such Annex in its entirety and replacing

such Annex with the Annex set forth on Exhibit C hereto.

1.03

Schedules. Schedule 4.1(c)(iii) (UCC Filing Jurisdictions), Schedule 5.3(b) (Real Property) and Schedule 7.6 (Existing

Investments) to the Credit Agreement are hereby amended and restated by deleting such schedules in their entirety and replacing such schedules

with the schedules set forth on Exhibit D hereto.

1.04 The

amendments in this Section 1 shall be effective only in this specific instance and for the specific purposes set forth herein and do not

allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms

and conditions shall continue in full force and effect.

Section 2 Incremental

Term Loans.

2.01 On

the Third Amendment Effective Date, each Third Amendment Incremental Term Lender, severally and not jointly, agrees to make Third Amendment

Incremental Term Loans to the Borrower in the amount set forth opposite such Third Amendment Incremental Term Lender’s name under

the heading “Third Amendment Incremental Term Loan Commitment” on Exhibit B hereto, subject to the terms and conditions

set forth in this Amendment and the Credit Agreement. The Third Amendment Incremental Term Loan Commitments shall terminate concurrently

with the making of the Third Amendment Incremental Term Loans on the Third Amendment Effective Date.

2.02 The

Third Amendment Incremental Term Loans shall constitute part of the Term Loan under the Credit Agreement and each other Loan Document

and, except to the extent otherwise expressly set forth in this Amendment, the Credit Agreement and, solely with respect to the Prepayment

Premium, the Fourth Amended and Restated Fee Letter, executed and delivered by the Agent and the Borrower (the “Fourth A&R

Fee Letter”), the Third Amendment Incremental Term Loans shall have terms and conditions identical to those applicable to the

existing Term Loans (for the avoidance of doubt, as amended by this Amendment) but shall be a separate Class of Term Loans from the existing

Term Loans. Without limiting the generality of the foregoing, the Third Amendment Incremental Term Loans shall (i) constitute Obligations

under the Loan Documents and have all the benefits thereof, (ii) have all the rights, remedies, privileges and protections applicable

to the Term Loans under the Credit Agreement and the other Loan Documents, (iii) be secured by the Liens on the Collateral granted to

the Agent under any Loan Document on a pari passu basis with the existing Term Loans, and (iv) be guaranteed in the same manner and to

the same extent by the Guarantors that guarantee the existing Term Loans.

2.03 This

Amendment constitutes, in part, a Joinder Agreement to the Credit Agreement as referred to in Section 2.11(b)(ii) of the Credit Agreement.

2.04

Each Third Amendment Incremental Term Lender that is not, prior to the Third Amendment Effective Date, a Lender under the Credit Agreement

(each, an “Additional Incremental Term Lender”), hereby agrees that upon and subject to the occurrence of the Third

Amendment Effective Date, such Additional Incremental Term Lender (a) shall be deemed, and shall be, a Lender for all purposes of, and

subject to all obligations and privileges of a Lender under, the Credit Agreement and other Loan Documents, (b) confirms that it has received

a copy of the Credit Agreement, the other Loan Documents and such other documents and information as it has deemed appropriate to make

its own credit analysis and decision to enter into this Amendment, and (c) appoints and authorizes the Agent to take such actions on its

behalf and to exercise such powers and discretion as are delegated to the Agent under the Credit Agreement and the other Loan Documents,

together with all powers and discretion reasonably incidental thereto.

Section 3 Representations

and Warranties. The Borrower hereby represents and warrants to the Lenders and the Agent as follows:

3.01 No

Default. At and as of the date of this Amendment and after giving effect to this Amendment, (a) no Default has occurred

and is continuing (to the knowledge of any Responsible Officer of the Borrower) and (b) no Event of Default has occurred and is continuing.

3.02 Representations

and Warranties True and Correct. At and as of the date of this Amendment and immediately after giving effect to this

Amendment, each of the representations and warranties made by any Credit Party in or pursuant to the Loan Documents (as amended hereby)

are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or

warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text

thereof, which representations and warranties shall be true and correct in all respects subject to such qualification), except to the

extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are

true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties

that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which

representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date.

3.03 Due

Authorization. The execution, delivery and performance of this Amendment and the performance of the Credit Agreement (as amended

hereby) (i) are within the Borrower's corporate power, (ii) have been duly authorized by all necessary action, and (iii) are not in contravention

of any Requirement of Law applicable to the Borrower or the terms of the Borrower's organizational documents.

3.04 Enforceability

of Agreement and Loan Documents. This Amendment has been duly executed and delivered by the Borrower's duly authorized

officers. This Amendment and the Credit Agreement (as amended hereby) constitute the valid and binding obligations of the Borrower,

enforceable against the Borrower in accordance with their respective terms, except as enforcement thereof may be limited by applicable

bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditor’s

rights, generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).

3.05

Consents, Approvals and Filings, Etc. No authorization, consent, approval, license, qualification or formal exemption from, nor

any filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any

other Person (whether or not governmental) is required in connection with (i) the execution and delivery of this Amendment and (ii) performance

by the Borrower of this Amendment and the Credit Agreement (as amended hereby), in each case, except for such matters which have been

previously obtained.

Section 4 Conditions

to Effectiveness. This Amendment shall become effective and be deemed effective as of the date when, and only when,

all of the following conditions have been satisfied as determined in the Agent's and the Lenders' reasonable discretion (the date of such

effectiveness being herein called the "Third Amendment Effective Date"):

4.01 Amendment. The

Agent shall have received this Amendment, duly executed by the Agent, the Borrower and the Lenders (including the Third Amendment Incremental

Term Lenders).

4.02 Documents.

The Agent shall have received the following documents, each in form and substance satisfactory to the Agent and fully executed by each

party thereto and dated as of the Third Amendment Effective Date:

(a) the

Fourth A&R Fee Letter, executed and delivered by the Agent and the Borrower;

(b) customary

legal opinions of Davis Polk & Wardwell LLP and Morris, Nichols Arsht & Tunnell LLP covering such matters as reasonably required

by and otherwise reasonably satisfactory in form and substance to the Agent and each of the Lenders;

(c)

a certificate of the chief financial officer of the Borrower, certifying that the Borrower is Solvent (after giving effect to the making

of the Third Amendment Incremental Term Loans);

(d) a

certificate of a Responsible Officer of the Borrower dated the Third Amendment Effective Date, stating that to the best of his or her

respective knowledge after due inquiry, (i) the conditions set forth in Section 4.05 hereof have been satisfied and (ii) since January

31, 2026, no Material Adverse Effect has occurred;

(e) a

fully executed Request for Loan in respect of the Third Amendment Incremental Term Loans; and

(f) a

Flow of Funds Agreement, duly executed by the Agent, the Third Amendment Incremental Term Lenders and the Borrower.

4.03 Corporate

Authority. The Agent shall have received from the Borrower, a certificate of its Secretary, Assistant Secretary or Chief

Financial Officer, dated as of the Third Amendment Effective Date, as to:

(a)

corporate resolutions (or the equivalent) of the Borrower authorizing the transactions contemplated by this Amendment, the Credit Agreement

(as amended hereby), the other Loan Documents executed in connection herewith, approving this Amendment, the Credit Agreement (as amended

hereby), the other Loan Documents executed in connection herewith, in each case to which the Borrower is party, and authorizing the execution

and delivery of this Amendment, the other Loan Documents executed in connection herewith,

(b) the

incumbency and signature of the officers or other authorized persons of the Borrower executing any Loan Document,

certificate of good standing or continued existence (or the equivalent thereof) from the state of its incorporation or formation, and

(d) copies

of such articles of incorporation and bylaws or other constitutional documents of the Borrower (collectively, the "Governing Documents"),

as in effect on the Third Amendment Effective Date (or, to the extent such Governing Documents have not been amended, modified or supplemented

since the Restatement Date, a certificate from a Responsible Officer of the Borrower certifying that the Governing Documents have not

been amended, modified or supplemented since the Restatement Date).

4.04 Lien

Searches. The Agent shall have received the results of searches for any effective UCC financing statements, tax Liens or

judgment Liens filed against the Borrower or its properties, which results shall not show any such Liens (other than Permitted Liens).

4.05 Representations

and Warranties; No Event of Default. At and as of the date of this Amendment, both before and immediately after giving

effect to this Amendment, each of the representations and warranties made by any Credit Party herein or in or pursuant to any other Loan

Document (as amended hereby) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable

to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse

Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification),

except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and

warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to

any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect”

in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on

and as of such earlier date. At and as of the date of this Amendment and after giving effect to this Amendment, no Default

or Event of Default shall have occurred and be continuing.

4.06 Fees

and Expenses. Subject to Legal Counsel Limitations, the Agent and the Lenders shall have been paid all costs and expenses

then payable on or before the Third Amendment Effective Date pursuant to the Loan Documents.

4.07

KYC. The Agent and the Third Amendment Incremental Term Lenders shall have each received (to the extent requested prior

to the Third Amendment Effective Date) a W-9 and all documentation and other information required by regulatory authorities with respect

to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including, without

limitation, the PATRIOT Act, in form and substance satisfactory to the Agent and the Third Amendment Incremental Term Lenders.

Section 5 Release. Each

Credit Party hereby acknowledges and agrees that: (i) neither it nor any of its Subsidiaries has any claim or cause of

action against the Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants

or agents in their capacities for the Agent or any Lender) in connection with the Loan Documents and (ii) the Agent and each Lender

has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties and their Subsidiaries

under the Credit Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding

the foregoing, the Agent and the Lenders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts,

omissions, events or circumstances would impair or otherwise adversely affect any of the Agent's and the Lenders' rights, interests, security

and/or remedies under the Credit Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements

contained in this Amendment and other good and valuable consideration, each Credit Party (for itself and its Subsidiaries and the successors,

assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally,

unconditionally and irrevocably release and forever discharge the Agent, each Lender and each of their respective Affiliates, officers,

directors, employees, attorneys, consultants and agents in their capacities as the Agent or any Lender (collectively, the "Released

Parties") from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions,

proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature

or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or

now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted

to be done on or prior to the Third Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the

Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Agent

or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Credit Party, or the making

of any Loans or other advances, or the management of such Loans or advances or the Collateral prior to the Third Amendment Effective Date.

Section 6 Miscellaneous.

6.01

Continuing Effect; No Waiver. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan

Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, except that on

and after the Third Amendment Effective Date (i) all references in the Credit Agreement to "this Agreement", "hereto",

"hereof", "hereunder" or words of like import referring to the Credit Agreement shall mean the Credit Agreement as

modified by this Amendment, and (ii) all references in the other Loan Documents to the "Credit Agreement", "thereto",

"thereof", "thereunder" or words of like import referring to the Credit Agreement shall mean the Credit Agreement

as modified by this Amendment. To the extent that the Credit Agreement or any other Loan Document purports to pledge to the

Agent, or to grant to the Agent, a security interest or lien, such pledge or grant is hereby ratified and confirmed in all respects. This

Amendment does not and shall not affect any of the obligations of the Credit Parties, other than as expressly provided herein, including,

without limitation, the Credit Parties' obligations to repay the Loans in accordance with the terms of Credit Agreement, or the obligations

of the Credit Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force

and effect, and nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit

Agreement or instruments securing the same. Nothing expressed or implied in this Amendment shall be construed as

a release or other discharge of any Credit Party under the Credit Agreement, as amended hereby, or the other Loan Documents from any of

its obligations and liabilities as a "Borrower" or "Credit Party" thereunder. Except as expressly provided

herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the

Agent and the Lenders under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement

or any other Loan Document.

6.02 Loan

Document. This Amendment is a Loan Document under and as defined in the Credit Agreement.

6.03 Counterparts. This

Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed

and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. The

words “execution,” “execute”, “signed,” “signature,” and words of like import in or related

to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic

signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, 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 or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,

including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records

Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained

herein to the contrary the Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly

agreed to by the Agent pursuant to procedures approved by it.

6.04 Headings. Headings

of the various subdivisions hereof are for convenience of reference only and shall in no way modify or affect any of the terms or provisions

hereof.

6.05 Binding

Effect; Assignment. This Amendment shall be binding upon and inure to the benefit of the Credit Parties, the Agent

and the Lenders and their respective successors and assigns in accordance with the terms of the Credit Agreement.

6.06 Severability. Any

provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to

the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability

of such provision in any other jurisdiction.

6.07

Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Agent

in connection with the preparation, execution and delivery of this Amendment.

6.08 Consent

to Jurisdiction; Governing Law; Waiver of Jury Trial. Sections 12.2, 12.3 and 12.13 of the Credit Agreement are incorporated

herein mutatis mutandis.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

RENT THE RUNWAY, INC., as Borrower

By:

/s/ David Loretta

Name:

David Loretta

Title:

Interim Chief Financial Officer

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

CHS (US) MANAGEMENT LLC, as Agent

By:

/s/ David Zhang

Name:

David Zhang

Title:

Authorized Signatory

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

CHS (US) INVESTMENTS LLC, as a Lender

By: CHS GP LP, as manager

By: CHS UGP LLC, as general partner

By:

/s/ David Zhang

Name:

David Zhang

Title:

Authorized Signatory

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

APS RTR Blocker Inc., as a Third Amendment Incremental Term Lender

By:

/s/ Brady Schuck

Name:

Brady Schuck

Title:

Authorized Signatory

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

Gateway Runway, LLC, as a Lender and a Third Amendment Incremental Term Lender

By:

/s/ Damian Giangiacomo

Name:

Damian Giangiacomo

Title:

President

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

S3 RR Aggregator, LLC, as a Lender and a Third Amendment Incremental Term Lender

By:

/s/ Peter Comisar

Name:

Peter Comisar

Title:

Authorized Representative

[Signature Page to Third Amendment to Amended and Restated Credit Agreement]

Exhibit A

Amended Credit Agreement

(see attached)

Exhibit A

Conformed through Third Amendment

THIS CREDIT AGREEMENT AND THE RIGHTS AND OBLIGATIONS

EVIDENCED HEREBY MAY BECOME SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SPECIFIED SUBORDINATION AGREEMENT (AS HEREINAFTER

DEFINED) TO THE OBLIGATIONS OWED BY BORROWER UNDER ANY SENIOR CREDIT AGREEMENT (AS HEREINAFTER DEFINED).

AMENDED

AND RESTATED CREDIT AGREEMENT

DATED AS

OF October 28, 2025

BY AND AMONG

RENT THE

RUNWAY, INC.,

AS BORROWER,

THE LENDERS

FROM TIME TO TIME PARTY HERETO,

AS LENDERS,

AND

CHS

(US) Management LLC,

AS ADMINISTRATIVE AGENT

Table of Contents

Page

DEFINITIONS

1.1

Certain Defined Terms

1.2

Other Interpretive Provisions

1.3

Accounting Terms

1.4

Rounding

1.5

Times of Day

1.6

Divisions

1.7

Senior Loan Documents and Specified Subordination Agreement

1.8

Rates

TERM LOANS

2.1

Restatement Date Transactions; Loans and Commitments

2.2

Accrual of Interest and Maturity; Evidence of Indebtedness

2.3

Requests for Loans

2.4

Disbursement of Loans

2.5

Fees

2.6

Interest Payments; Default Interest

2.7

Optional Prepayments

2.8

Mandatory Repayment of Loans

2.9

Application of Payments

2.1

Use of Proceeds of Loans

2.11

Incremental Facilities

2.12

SOFR Option

2.13

Funding Losses

2.14

Impracticability or Illegality

[INTENTIONALLY OMITTED]

CONDITIONS

4.1

Conditions to Effectiveness

4.2

Conditions to all Loans

4.3

Conditions Subsequent to Effectiveness

REPRESENTATIONS AND WARRANTIES

5.1

Corporate Authority

5.2

Due Authorization

5.3

Good Title; Leases; Assets; No Liens

5.4

Taxes

5.5

No Defaults

5.6

Enforceability of Agreement and Loan Documents

5.7

Compliance with Laws

5.8

Non-contravention

5.9

Litigation

5.1

Consents, Approvals and Filings, Etc

5.11

Agreements Affecting Financial Condition

5.12

No Investment Company or Margin Stock

5.13

ERISA

Page

5.14

Conditions Affecting Business or Properties

5.15

Environmental and Safety Matters

5.16

Subsidiaries

5.17

Adverse Agreements, Etc

5.18

Material Contracts

5.19

Insurance

5.2

Capital Structure

5.21

Accuracy of Information

5.22

Solvency

5.23

Employee Matters

5.24

Disclosure

5.25

Corporate Documents and Corporate Existence

5.26

Anti-Money Laundering/Anti-Terrorism

5.27

EEA Financial Institution

5.28

Intellectual Property

5.29

Inbound Licenses

5.3

Use of Proceeds

5.31

Security Documents

5.32

Customers and Suppliers

5.33

Technology Security Systems

AFFIRMATIVE COVENANTS

6.1

Financial Statements

6.2

Certificates; Other Information

6.3

Payment of Taxes and Other Obligations

6.4

Conduct of Business and Maintenance of Existence; Compliance with Laws

6.5

Maintenance of Property; Insurance

6.6

Inspection of Property; Books and Records, Discussions

6.7

Notices

6.8

Hazardous Material Laws

6.9

Board Observation Rights

6.1

Governmental and Other Approvals

6.11

Compliance with ERISA; ERISA Notices

6.12

Defense of Collateral

6.13

Future Subsidiaries; Additional Collateral

6.14

Accounts

6.15

Use of Proceeds

6.16

Intellectual Property

6.17

Consent of Inbound Licensors

6.18

Anti-Terrorism

6.19

Further Assurances and Information

NEGATIVE COVENANTS

7.1

Limitation on Debt

7.2

Limitation on Liens

7.3

Material Assets

7.4

Limitation on Mergers, Dissolution or Sale of Assets

7.5

Restricted Payments

7.6

Limitation on Investments, Loans and Advances

7.7

Transactions with Affiliates

7.8

Sale-Leaseback Transactions

Page

7.9

Limitations on Other Restrictions

7.1

Prepayment of Subordinated Debt

7.11

Amendment of Senior Loan Documents and Subordinated Debt Documents

7.12

Modification of Certain Agreements

7.13

Fiscal Year

7.14

[Reserved]

7.15

Divisions

7.16

[Reserved]

7.17

ERISA

7.18

Environmental

7.19

Accounting Methods

7.2

Sanctioned Persons; Anti-Corruption Laws; Anti-Money Laundering Laws

7.21

Federal Reserve Regulations

DEFAULTS

8.1

Events of Default

8.2

Exercise of Remedies

8.3

Rights Cumulative

8.4

Waiver by the Borrower of Certain Laws

8.5

Waiver of Defaults

8.6

Set Off

PAYMENTS, RECOVERIES AND COLLECTIONS

9.1

Payment Procedure

9.2

Application of Payments

9.3

Ratable Sharing

9.4

Treatment of a Defaulting Lender

YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES

10.1

Capital Adequacy and Other Increased Costs

10.2

Right of Lenders to Fund through Branches and Affiliates

10.3

Delay in Requests

10.4

Taxes

AGENT

11.1

Appointment of the Agent

11.2

Agency for Perfection

11.3

Scope of the Agent’s Duties

11.4

Successor Agent

11.5

Credit Decisions

11.6

Authority of the Agent to Enforce This Agreement

11.7

Indemnification of the Agent

11.8

Knowledge of Default

11.9

The Agent’s Authorization; Action by Lenders

11.1

Enforcement Actions by the Agent

11.11

Collateral Matters

11.12

The Agent in its Individual Capacity

11.13

Specified Subordination Agreement and Subordination Agreements

11.14

No Reliance on the Agent’s Customer Identification Program

iii

Page

MISCELLANEOUS

12.1

[Reserved]

12.2

Consent to Jurisdiction

12.3

Governing Law

12.4

Closing Costs and Other Costs; Indemnification

12.5

Notices

12.6

Further Action

12.7

Successors and Assigns; Participations; Assignments

12.8

Counterparts

12.9

Amendment and Waiver

100

12.1

Confidentiality

102

12.11

Substitution or Removal of Lenders

103

12.12

Withholding Taxes

103

12.13

WAIVER OF JURY TRIAL

105

12.14

USA Patriot Act Notice; Beneficial Ownership Certification

106

12.15

Complete Agreement; Conflicts

106

12.16

Severability

106

12.17

Table of Contents and Headings; Section References

106

12.18

Construction of Certain Provisions

106

12.19

Independence of Covenants

106

12.2

Electronic Transmissions

107

12.21

Advertisements

107

12.22

Reliance on and Survival of Provisions

107

12.23

Interest

108

12.24

Acknowledgment and Consent to Bail-In of EEA Financial Institutions

108

12.25

Specified Subordination Agreement

109

12.26

Restatement of Original Credit Agreement

109

EXHIBITS

FORM OF SECURITY AGREEMENT

FORM OF ASSIGNMENT AGREEMENT

FORM OF GUARANTY

FORM OF REQUEST FOR LOAN

FORMS OF U.S. TAX CERTIFICATES

FORM OF NOTE

FORM OF SOFR NOTICE

ANNEXES

Loans and Commitments

Notices

III

Principal Office

SCHEDULES

1.1

Compliance Information

4.1(b)

Qualified Jurisdictions

4.1(c)(iii)

UCC Filing Jurisdictions

5.3(b)

Real Property

5.7

Compliance with Laws

5.9

Litigation

5.10

Required Consents

5.15

Environmental and Safety Matters

5.16

Subsidiaries

5.17

Employment Agreements

5.18

Material Contracts

5.20

Capital Structure

5.23

Employment Matters

5.29

Licenses

5.33(b)

Credit Party Data

7.1

Existing Debt

7.2

Existing Liens

7.6

Existing Investments

7.7

Affiliate Transactions

AMENDED AND RESTATED CREDIT AGREEMENT

This Amended and Restated

Credit Agreement is made as of October 28, 2025, by and among the lenders from time to time party hereto (individually a “Lender,”

and any and all such lenders collectively the “Lenders”), CHS (US) Management LLC (“CHS”), as the

administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”),

and Rent the Runway, Inc., a Delaware corporation (“Borrower”).

RECITALS

WHEREAS, reference is made

to that certain Credit Agreement, dated as of July 23, 2018, by and among the lenders from time to time party thereto (individually, an

“Existing Lender” and any and all such lenders collectively, the “Existing Lenders”; it being understood

that each Existing Lender is a Lender hereunder), the Agent and the Borrower (as amended by the First Amendment to Credit Agreement, dated

as of December 21, 2018, the Second Amendment to Credit Agreement, dated as of April 24, 2019, the Third Amendment to Credit Agreement

and First Amendment to the Security Agreement, dated as of November 26, 2019, the Fourth Amendment to Credit Agreement, dated as of June

2, 2020, the Fifth Amendment to Credit Agreement, dated as of August 18, 2020, the Sixth Amendment to Credit Agreement and Second Amendment

to the Security Agreement, dated as of October 26, 2020, the Seventh Amendment to Credit Agreement and Third Amendment to the Security

Agreement, dated as of October 18, 2021, the Eighth Amendment to Credit Agreement, dated as of August 15, 2022, the Ninth Amendment to

Credit Agreement, dated as of January 31, 2023, the Tenth Amendment to Credit Agreement, dated as of December 1, 2023, the Eleventh Amendment

to Credit Agreement, dated as of March 31, 2025, the Twelfth Amendment to Credit Agreement, dated as of May 29, 2025, and as further amended,

amended and restated, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”);

WHEREAS, pursuant to the Original

Credit Agreement, the Existing Lenders extended a credit facility to the Borrower consisting of term loans (the “Existing Term

Loans”);

WHEREAS, the Borrower and

the Existing Lenders hereby agree that notwithstanding the terms of the Original Credit Agreement, pursuant to Section 2.1(a), all accrued

but unpaid interest on the Existing Term Loans under the Original Credit Agreement shall be deemed to have been paid by capitalizing such

interest and adding such capitalized interest to the outstanding principal amount of the Existing Term Loans (the “Interest Capitalization”),

and after giving effect to such capitalization, the aggregate principal amount of Existing Term Loans is set forth opposite each Existing

Lender’s name in Section 1 of Annex I hereto;

WHEREAS, immediately after

the Interest Capitalization on the Restatement Date (as hereinafter defined), the Existing Lenders exchanged a portion of their Existing

Term Loans in an aggregate principal amount equal to $234,165,275.12 for 26,175,193 shares of Class A Common Stock of the Borrower representing

approximately 86% of the issued and outstanding Equity Interests of the Borrower on a fully diluted basis as of the Restatement Date (such

exchange, the “Debt for Equity Exchange”) in accordance with the terms and subject to the conditions in the Exchange

Agreement (as hereinafter defined). After giving effect to the Debt for Equity Exchange, the aggregate outstanding principal

amount of Existing Term Loans is $100,000,000;

WHEREAS, immediately after

giving effect to the Debt for Equity Exchange, each Existing Lender is deemed, pursuant to Section 2.1(b) of this Agreement, to have exchanged

all of its Existing

Term Loans on a dollar-for-dollar

cashless basis for Term Loans under this Agreement (such exchange, the “Initial Loan Exchange”);

WHEREAS, immediately following

the Initial Loan Exchange on the Restatement Date, the Existing Lenders shall (a) assign a portion of their Term Loans in an aggregate

principal amount equal to $30,000,000 to the Restatement Date Assignees (as hereinafter defined) and (b) sell 7,852,558 shares of Class

A Common Stock of the Borrower to the Restatement Date Assignees, in each case, in accordance with the terms and subject to the conditions

in the Purchase and Sale Agreement (as hereinafter defined) (the “Restatement Date Assignment”);

WHEREAS, the Borrower has

requested that, immediately following the Restatement Date Assignment, the Lenders with Restatement Date Term Loan Commitments (as hereinafter

defined) extend credit to the Borrower consisting of Term Loans in the original principal amount of $20,000,000 on the Restatement Date

in accordance with the terms and subject to the conditions set forth herein; and

WHEREAS, the Borrower has

requested that the Third Amendment Incremental Term Lenders extend credit to the Borrower consisting of Third Amendment Incremental Term

Loans in the original principal amount of $10,000,000.00 on the Third Amendment Effective Date in accordance with the terms and subject

to the conditions set forth in the Third Amendment.

The Lenders are prepared to

extend such credit as aforesaid, but only on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration

of the covenants contained herein, the Borrower, the Lenders, and the Agent agree as follows:

1. DEFINITIONS.

1.1

Certain Defined Terms. For the purposes of this Agreement the following

terms will have the following meanings:

“Account”

shall mean “accounts” as defined in the UCC, and also means a right to payment of a monetary obligation, whether or not earned

by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of or (b) for services

rendered or to be rendered.

“Account Control

Agreement(s)” shall mean, with respect to any deposit account, any securities account, commodity account, securities entitlement

or commodity contract, an agreement, in form and substance reasonably satisfactory to the Agent, among the Agent, the Senior Agent, the

financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the

Borrower or Guarantor maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such

account to the Agent.

“Adjusted Term SOFR”

means, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation; provided that if Adjusted Term SOFR

as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Affected Lender”

shall have the meaning set forth in Section 12.11 hereof.

“Affiliate”

shall mean, with respect to any Person, (i) another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified, (ii) any director, officer, managing member, partner, trustee,

or beneficiary of that

Person, (iii) any other Person

directly or indirectly holding 25% or more of any class of the Equity Interests of that Person, and (iv) any other Person 25% or more

of any class of whose Equity Interests is held directly or indirectly by that Person. Notwithstanding anything herein to the

contrary, in no event shall any Agent or any Lender or their respective Affiliates or Related Funds be considered an "Affiliate"

of any Credit Party.

“Agent”

shall have the meaning set forth in the preamble.

“Agent’s Account”

shall mean an account at a bank designated by the Agent from time to time as the account into which the Credit Parties shall make all

payments to the Agent for the benefit of the Agent and the Lenders under this Agreement and the other Loan Documents.

“Aggregate Amounts

Due” shall have the meaning set forth in Section 9.3 hereof.

“Agreement”

shall mean this Credit Agreement and any annexes, exhibits and schedules attached hereto, as it may be amended, supplemented or otherwise

modified from time to time.

“All In Yield”

shall have the meaning set forth in Section 2.11(b)(v) hereof.

“Anti-Terrorism Laws”

shall mean any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, corruption

or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such laws, all as amended, supplemented

or replaced from time to time.

“Applicable Margin”

shall mean, as of any date of determination, with respect to the interest rate of (a) any Reference Rate Loan or any portion thereof,

4.00% per annum and (b) any SOFR Loan or any portion thereof, 5.00% per annum.

“Application Event”

shall mean the (a) occurrence of an Event of Default and (b) the election by the Agent or the Majority Lenders during the continuance

of such Event of Default to require that payments and proceeds of Collateral be applied pursuant to Section 9.2(a).

“Asset Sale”

shall mean the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction), whether in one transaction

or in a series of transactions, of any property (including, without limitation, any Equity Interests, contracts, merchant accounts (or

any rights thereto)) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment,

transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For

purposes of clarification, "Asset Sale" shall include any disposition of property through a "plan of division" under

the Delaware Limited Liability Company Act or any comparable transaction under any similar law.

“Assignment Agreement”

shall mean an Assignment Agreement substantially in the form of Exhibit B hereto.

“Assignment of Business

Interruption Insurance Policy” means that certain Assignment of Business Interruption Insurance Policy as Collateral Security,

dated as of the Restatement Date, made by the Borrower in favor of the Agent, in form and substance reasonably satisfactory to the Agent.

“Authorized Signer”

shall mean each person who has been authorized by the Borrower to execute and deliver any Requests for Loans hereunder pursuant to a written

authorization delivered to the Agent and whose signature card or incumbency certificate has been received by the Agent.

“Available Tenor”

shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a

term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period

pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component

thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark

pursuant to this Agreement, in each case, 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 Section 2.12(g)(iv).

“Bail-In Action”

shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability

of an EEA Financial Institution.

“Bail-In Legislation”

shall mean, (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).

“Bankruptcy Code”

shall mean Title 11 of the United States Code and the rules promulgated thereunder.

“Benchmark”

means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR

Reference 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 Section 2.12(g)(i).

“Benchmark Replacement”

means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Agent

in consultation with the Borrower 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 to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such

time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would

be less than the Floor, such 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, 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 Agent in consultation with the Borrower giving due consideration to (a) 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 or (b) 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

Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in

the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement

or publication of information referenced therein and (ii) 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

(b) in

the case of clause (c) 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 non-representative; provided that such non-representativeness will be determined by

reference to the most recent statement or publication referenced in such clause (c) 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,

the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) 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” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) 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);

(b) 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 Federal Reserve Bank of New York, 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), 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

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 not,

or as of a specified future date will not 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 Transition

Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date

and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior

to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective

event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability

Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time,

no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance

with Section 2.12(g) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes

hereunder and under any Loan Document in accordance with Section 2.12(g).

“Board Observer”

shall have the meaning specified therefor in Section 6.9.

“BOD Meeting”

shall have the meaning specified therefor in Section 6.9.

“Borrower”

shall have the meaning set forth in the preamble to this Agreement.

“Business Day”

shall mean any day other than a Saturday or a Sunday on which commercial banks are open for domestic and international business (including

dealings in foreign exchange) in New York, New York.

“Capitalized Lease”

shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) with respect to which the discounted

present value of the rental obligations of such Person as lessee thereunder, in conformity with GAAP, is required to be capitalized on

the balance sheet of that Person and to be treated as a finance lease in accordance with GAAP.

“Cash Secured L/C”

shall mean, a letter of credit issued for the account of the Borrower or a Guarantor and for which the Borrower or Guarantor, as applicable,

has provided cash collateral to the financial institution that is the issuer of such letter of credit.

“CFC” shall

mean a Person that is a controlled foreign corporation under Section 957 of the Internal Revenue Code.

“CFC Holding Company”

shall mean any Domestic Subsidiary substantially all the assets of which consist (directly or indirectly) of equity interests (including,

for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) and/or, if applicable, debt and

equity interests in one or more (a) Foreign Subsidiaries that are CFCs and/or (b) other Subsidiaries substantially all the assets of which

consist (directly or indirectly) of equity interests (including, for this purpose, any debt or other instrument treated as equity for

U.S. federal income tax purposes) and/or, if applicable, debt and equity interests in one or more Foreign Subsidiaries that are CFCs.

“Change in Law”

shall mean the occurrence, after the Restatement Date, of any of the following: (i) the adoption or introduction of, or any change in

any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not applicable

to any Lender or Agent on such date, or (ii) any change in interpretation, administration or implementation of any such law, treaty, rule

or regulation by any Governmental Authority, or (iii) the issuance, making or implementation by any

Governmental Authority of any

interpretation, administration, request, regulation, guideline, or directive (whether or not having the force of law), including any risk-based

capital guidelines. For purposes of this definition, (x) a change in law, treaty, rule, regulation, interpretation, administration

or implementation shall include, without limitation, any change made or which becomes effective on the basis of a law, treaty, rule, regulation,

interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law,

treaty, rule, regulation, interpretation, administration or implementation, (y) the Dodd-Frank Wall Street Reform and Consumer Protection

Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder

or issued in connection therewith shall be deemed to be a “Change in “Law”, regardless of the date enacted, adopted,

issued or promulgated, and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the

Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case

pursuant to Basel III, shall each be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control”

shall mean an event or series of events by which (a) a transaction in which any “person” or “group” (within the

meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) (other than one or more Permitted Holders) becomes

the “beneficial owner” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly,

of a sufficient number of shares of all classes of stock then outstanding of the Borrower ordinarily entitled to vote in the election

of directors of the Borrower, empowering such “person” or “group” to elect a majority of the board of directors

of the Borrower, who did not have such power before such transaction, (b) any “person” or “group” (within the

meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) (other than one or more Permitted Holders) shall

obtain “beneficial ownership” (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), either directly

or indirectly, of more than 34% of all classes of stock then outstanding of the Borrower ordinarily entitled to vote in the election of

directors of the Borrower, (c) the occurrence of an event or series of events that would trigger a violation of any change of control

or change in control provision in any of the Subordinated Debt Documents or the Senior Loan Documents, (d) [reserved], (e) either of the

individuals holding the offices of chief executive officer or chief financial officer as of the Restatement Date shall for any reason

cease to hold such office or be actively engaged in day-to-day management of the Borrower, unless a successor or an interim officer is

appointed by the board of directors of the Borrower within 90 days of such cessation (and in the case of a chief executive officer, such

successor or interim officer shall be reasonably acceptable to the Agent and the Majority Lenders), or (f) other than pursuant to a transaction

expressly permitted under Section 7.4, the Borrower fails at any time to own, directly or indirectly, 100% of the Equity Interests of

the other Credit Parties. For the avoidance of doubt, it shall be deemed a Change of Control if an entity is interposed directly

above Borrower following the Restatement Date without the Agent’s consent or such direct parent entity does not become a Guarantor

at the time of such formation, in accordance with Section 6.19(d). For the avoidance of doubt, no Change of Control will be deemed to

have occurred by virtue of the Restatement Date Transactions.

“CHS” has

the meaning specified therefor in the preamble of this Agreement.

“CHS Investments”

means CHS US Investments LLC and its Controlled Investment Affiliates.

“Class”

shall mean (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders having Term Loan Exposure and

(ii) Lenders having Incremental Term Loan Exposure of each applicable tranche, and (b) with respect to Loans, each of the following classes

of Loans: (i) Term Loan and (ii) each tranche of Incremental Term Loans (including, without limitation, the Third Amendment

Incremental Term Loans).

“Collateral”

shall mean all property or rights in which a security interest, mortgage, lien or other encumbrance in favor of the Agent for the benefit

of the Agent and the Lenders is or has been granted or arises or has arisen, under or in connection with this Agreement, the other Loan

Documents, or otherwise to secure the Indebtedness.

“Collateral Access

Agreement” shall mean an agreement in form and substance satisfactory to the Agent in its reasonable discretion, pursuant to

which a mortgagee or lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other

bailee of inventory or other property owned by the Borrower or any Guarantor, that acknowledges the Liens under the Collateral Documents

and subordinates or waives any Liens held by such Person on such property and, includes such other agreements with respect to the Collateral

as the Agent may require in its reasonable discretion, as the same may be amended, restated or otherwise modified from time to time.

“Collateral Documents”

shall mean the Security Agreement, the Pledge Agreements, the Mortgages, the Account Control Agreements, the Collateral Access Agreements,

the Assignment of Business Interruption Insurance Policy, the Reaffirmation Agreement, and all other security documents (and any joinders

thereto) executed by any Credit Party in favor of the Agent on or after the Original Effective Date, in connection with any of the foregoing

collateral documents, in each case, as such collateral documents may be amended or otherwise modified from time to time.

“Commitments”

shall mean Term Loan Commitments.

“Conforming Changes”

shall mean, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any

Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Reference Rate,”

the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition

of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),

timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation

notices, the applicability and length of lookback periods, the applicability of Section 2.13 and other technical, administrative or operational

matters) that the Agent decides may be necessary or appropriate to reflect the adoption and implementation of any such rate or to permit

the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that

adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for

the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection

with the administration of this Agreement and the other Loan Documents).

“Consolidated”

(or “consolidated”) or “Consolidating” (or “consolidating”) shall mean, when

used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term

for all such Persons determined on a consolidated (or consolidating) basis in accordance with GAAP, applied on a consistent basis. Unless

otherwise specified herein, “Consolidated” and “Consolidating” shall refer to the Borrower and its Subsidiaries,

determined on a Consolidated or Consolidating basis.

“Contractual Obligation”

shall mean, as to any Person, any provision of any security issued by such Person or of any material agreement, instrument or other undertaking

to which such Person is a party or by which it or any of its property is bound.

“Control”

shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Controlled Investment

Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by,

or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt

investments in one or more companies.

“Covered Entity”

shall mean (a) each Credit Party, any other Persons that guaranty the Indebtedness and/or pledge collateral to secure the Indebtedness,

(b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above, and (c) all brokers or other agents

of any Credit Party acting in any capacity in connection with this Agreement. For purposes of this definition, control of a Person shall

mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary

voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power

to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Credit Date”

shall mean, with respect to each Term Loan, the date such Term Loan is made by the Lenders.

“Credit Parties”

shall mean the Borrower and its Subsidiaries, if any, and “Credit Party” shall mean any one of them, as the context

indicates or otherwise requires.

“Data Security Requirements”

means, collectively, all of the following to the extent relating to confidential or sensitive information, payment card data, Personal

Data, or other protected information relating to individuals or otherwise relating to privacy, security, Processing, marketing, or security

breach notification requirements and applicable to the Credit Parties: (i) each Credit Party’s own rules, policies, and

procedures (whether physical or technical in nature, or otherwise), (ii) all applicable laws and all industry standards applicable to

the Credit Parties’ industry (including the Payment Card Industry Data Security Standard), and (iii) agreements the Credit Parties

have entered into or by which any of them is bound.

“Debt”

shall mean as to any Person, without duplication, (a) all Funded Debt of such Person, (b) all obligations of such Person under conditional

sale or other title retention agreements relating to property or assets purchased by such Person, (c) all indebtedness of such Person

arising in connection with any Hedging Transaction entered into by such Person, (d) all recourse Debt of any partnership or joint venture

(other than a joint venture that is itself a corporation or limited liability company) of which such Person is the general partner, (e)

all Off Balance Sheet Liabilities of such Person, (f) all Guarantee Obligations of such Person in respect of any of the types of obligations

described in the preceding clauses (a) through (e), and (g) all liabilities of the type described in the preceding clauses (a) through

(f) that are secured by any Liens on any property owned by such Person as of such date even though such Person has not assumed or otherwise

become liable for the payment thereof, the amount of which is determined in accordance with GAAP; provided however that so long as such

Person is not personally liable for any such liability, the amount of such liability shall be deemed to be the lesser of the fair market

value at such date of the property subject to the Lien securing such liability and the amount of the liability secured.

“Debt for Equity

Exchange” has the meaning specified therefor in the recitals to this Agreement.

“Debtor Relief Laws”

shall mean the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,

rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions

from time to time in effect.

“Default”

shall mean any event that with the giving of notice or the passage of time, or both, would constitute an Event of Default under this Agreement.

“Defaulting Lender”

shall mean any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans

were required to be funded hereunder unless such Lender notifies the Agent and the Borrower in writing that such failure is the result

of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with

any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent or any other

Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower

or the Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that

effect (unless such writing or public statement is based on such Lender’s good faith determination that a condition precedent to

funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement)

has not been satisfied), (c) has failed, within three Business Days after written request by the Agent or the Borrower, to confirm in

writing to the Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such

Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the

Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief

Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar

Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any

other state or federal regulatory authority acting in such a capacity or (iii) 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, so long as such ownership interest does not result in or

provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs

of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts

or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under any one or more

of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting

Lender upon delivery of written notice of such determination to the Borrower and each Lender; provided, that notwithstanding anything

to the contrary contained in this Agreement, (x) the Agent shall not be responsible or have any liability for, or have any duty to ascertain,

inquire into, monitor or enforce, compliance with the provisions hereof relating to a Defaulting Lender and (y) the Borrower and the Lenders

acknowledge and agree that the Agent shall have no responsibility or obligation to determine whether any Lender is a Defaulting Lender.

“Disbursement Letter”

shall mean a flow of funds agreement, in form and substance satisfactory to the Agent, by and among the Borrower, the Agent and the Lenders,

and the related funds flow memorandum describing the sources and uses of all cash payments in connection with the transactions contemplated

to occur on the Restatement Date.

“Distribution”

is defined in Section 7.5 hereof.

“Dollars”

and the sign “$” shall mean lawful money of the United States of America.

“Domestic Subsidiary”

shall mean any Subsidiary that is organized under the laws of the United States of America, any State thereof or the District of Columbia

(excluding, for the avoidance of doubt, any Subsidiary organized under the laws of Puerto Rico or any other territory), and “Domestic

Subsidiaries” shall mean any or all of them.

“EEA Financial Institution”

shall mean (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 clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”

shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”

shall mean 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 Transmission”

shall mean each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made

or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.

“Eligible Assignee”

shall mean (a) a Lender; (b) any Affiliate of the Agent or any Lender or any Related Fund of the Agent or any Lender; or (c) any other

Person (other than a natural person) approved by (i) the Agent and (ii) the Borrower (not to be unreasonably withheld, conditioned or

delayed); provided that (A) the Borrower’s consent shall not be required (1) after the occurrence and during the continuance

of an Event of Default under Section 8.1(a), 8.1(b), 8.1(c) (solely as a result of a breach of Section 6.1 or 6.2) or 8.1(i), (2) if such

assignment is in connection with any sale, transfer, or other disposition of all or any substantial portion of the loan portfolio of such

Lender or (3) if the Majority Lenders hold more than 50% of the outstanding voting stock of the Borrower and (B) the Borrower shall be

deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business

Days after having received notice thereof; provided further that notwithstanding the foregoing, (i) “Eligible Assignee”

shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries and (ii) no assignment shall be made to a Defaulting

Lender (or any Person who would be a Defaulting Lender if such Person was a Lender hereunder) without the consent of the Agent.

“Eligible Incremental

Lenders” shall mean any bank, trust company, savings and loan association, savings bank or other financial institution that

(a) regularly engages in the business of extending loans or credit, and whose reported capital and surplus equal at least $250,000,000

and (b) is approved by the Agent and the Majority Lenders.

“Equity Interest”

shall mean (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock,

(ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents of corporate

stock (however designated) in or to such association or entity, (iii) in the case of a partnership or limited liability company, partnership

or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to

receive a share of the profits and losses of, or distribution of assets of, the issuing Person, and including, in all of the foregoing

cases described in clauses (i), (ii), (iii) or (iv), any warrants, rights or other options to purchase or otherwise acquire any of

the interests described in any

of the foregoing cases, but excluding, in all of the foregoing cases described in clauses (i), (ii), (iii) and (iv), any Debt that is

convertible into or exchangeable for Equity Interests but only prior to any such conversion.

“ERISA”

shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code and the regulations in effect

from time to time thereunder.

“ERISA Affiliate”

shall mean, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such

Person is a member and which would be deemed to be a “controlled group” or under “common control” within the meaning

of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code or Sections 4001(a)(14) or 4001(b)(1) of ERISA.

“ERISA Event”

shall mean (a) the occurrence of a Reportable Event with respect to any Pension Plan; (b) the failure to meet the minimum funding standards

of Section 412 or 430 of the Internal Revenue Code or Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived

in accordance with Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA) or the failure to make a contribution or installment

required under Section 412 or Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any

required contribution to a Multiemployer Plan; (c) a determination that any Pension Plan is, or is expected to be, in “at risk”

status (as defined in Section 430 of the Internal Revenue Code or Section 303 of ERISA); (d) a determination that any Multiemployer Plan

is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Internal Revenue Code

or Section 305 of ERISA; (e) the filing of a notice of intent to terminate a Pension Plan or the treatment of an amendment to a Pension

Plan as a termination under Section 4041 of ERISA; (f) the withdrawal by any Credit Party or any of its ERISA Affiliates from any Pension

Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to any Credit Party or

any of its ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (g) the institution by the PBGC of proceedings to terminate any

Pension Plan, or the occurrence of any event or condition that might constitute grounds under ERISA for the termination of, or the appointment

of a trustee to administer, any Pension Plan; (h) the imposition of liability on any Credit Party or any of its ERISA Affiliates pursuant

to Section 4062(e) or 4069(a) of ERISA or by reason of the application of Section 4212(c) of ERISA; (i) the withdrawal of any Credit Party

or any of its ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer

Plan or the receipt by any Credit Party or any of its ERISA Affiliates of notice from any Multiemployer Plan that it is insolvent pursuant

to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (j) the occurrence of

an act or omission which could give rise to the imposition on any Credit Party or any of its ERISA Affiliates of fines, penalties, taxes

or related charges under Sections 4975 or 4971 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section

4071 of ERISA in respect of any Employee Plan; (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums

due but not delinquent, upon any Credit Party or any of its ERISA Affiliates; or (l) the imposition of a Lien pursuant to Section 430(k)

of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

“E-System”

shall mean any electronic system and any other Internet or extranet-based site, whether such electronic system is owned, operated, hosted

or utilized by the Agent, any of its Affiliates or any other Person, providing for access to data protected by passcodes or other security

system.

“EU Bail-In Legislation

Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),

as in effect from time to time.

“Event of Default”

shall mean each of the conditions or events set forth in Section 8.1 hereof.

“Exchange Agreement”

shall mean that certain Exchange Agreement, dated as of August 20, 2025, by and between CHS Investments and Borrower, as amended, restated

or otherwise modified from time to time.

“Exchanged Term Loans”

shall mean term loans received by an Existing Lender in exchange for such Lender’s Existing Term Loans as described in the recitals

hereto or all of the term loans received by the Existing Lenders in exchange for the Existing Lenders’ Existing Term Loans as described

in the recitals hereto, as the context requires.

“Excluded Account”

shall mean (a) any account which is a payroll, withholding, disbursement, zero balance (in which all funds in such zero balance account

are transferred on a daily basis to an account subject to an Account Control Agreement) or trust account, (b) any Excluded L/C Account

and (c) the Permitted Account.

“Excluded L/C Account”

shall have the meaning specified therefore in Section 7.2(f).

“Excluded Taxes”

shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment

to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each

case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any

Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that

are Other Connection Taxes, (b) in the case of a Lender, 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 on the date on which (i) such

Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 12.11)

or (ii) such Lender changes its lending office, except in each case to the extent that pursuant to Section 10.4, amounts with respect

to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender

immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 12.12

and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Lender”

has the meaning specified therefor in the recitals to this Agreement.

“Existing Term Loans”

has the meaning specified therefor in the recitals to this Agreement.

“FATCA”

shall mean sections 1471 through 1474 of the Internal Revenue Code as of the date of this Agreement (or any amended or successor version

that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations

thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement entered

into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules

or practices adopted pursuant to such intergovernmental agreement.

“Federal Funds Rate”

means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds

transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public

website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds

effective rate and (b) 0%.

“Fee Letter”

shall mean the third amended and restated fee letter by and between Borrower and Agent, dated as of the Restatement Date, as amended,

restated, replaced or otherwise modified from time to time.

“Fees”

shall mean the fees and charges payable by the Borrower to the Lenders or the Agent hereunder or under the Fee Letter.

“Financial Statements”

shall have the meaning specified therefor in Section 4.1(h).

“Fiscal Quarter”

shall mean the fiscal quarter of the Borrower and its Subsidiaries ending on January 31, April 30, July 31 and October 31 of each year.

“Fiscal Year”

shall mean the fiscal year of the Borrower and its Subsidiaries ending on January 31 of each year.

“Floor”

shall mean a rate of interest equal to 1.00% per annum.

“Foreign Benefit

Event” shall mean, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted

under any Requirement of Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the

failure to make the required contributions or payments, under any Requirement of Law, on or before the due date for such contributions

or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or

to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, or

(d) the occurrence of any transaction that is prohibited under any Requirement of Law and that could reasonably be expected to result

in the incurrence of any liability by a Credit Party, or the imposition on a Credit Party of, any fine, excise tax or penalty resulting

from any noncompliance with any Requirement of Law.

“Foreign Lender”

shall mean a Lender that is not a “United States person,” within the meaning of Section 7701(a)(30) of the Internal Revenue

Code.

“Foreign Plan”

shall mean any employee pension benefit plan (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA) that is maintained

or contributed to by a Credit Party with respect to workers employed outside the United States.

“Foreign Subsidiary”

shall mean any Subsidiary of the Borrower that is not a Domestic Subsidiary, and “Foreign Subsidiaries” shall mean any or

all of them.

“Funded Debt”

of any Person shall mean, without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price

of property or services as of such date (other than (i) operating leases and (ii) trade payables not outstanding for more than 90 days

after the date such payable was due, in each case, incurred in the ordinary course of business and payable in accordance with customary

practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) the principal component of all obligations of such

Person under Capitalized Leases, (c) all reimbursement obligations (actual, contingent or otherwise) of such Person in respect of letters

of credit, bankers acceptances or similar obligations issued or created for the account of such Person, and (d) all Guarantee Obligations

in respect of any liability which constitutes Funded Debt under the preceding clauses (a) through (c); provided, however that Funded Debt

shall not include any indebtedness under any Hedging Transaction prior to the occurrence of a termination event with respect thereto.

“GAAP”

shall mean, as in effect from time to time, generally accepted accounting principles in the United States of America that are applicable

to the circumstances as of the date of determination.

“Governmental Authority”

shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state

or local, 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 without limitation any supranational

bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory

capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements

or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Governmental Obligations”

shall mean noncallable direct general obligations of the United States of America or obligations the payment of principal of and interest

on which is unconditionally guaranteed by the United States of America.

“Guarantee Obligation”

shall mean as to any Person (the “guaranteeing person”) any obligation of the guaranteeing Person in respect of any obligation

of another Person (the “primary obligor”) (including, without limitation, any bank under any letter of credit), the creation

of which was induced by a reimbursement agreement, guaranty agreement, keepwell agreement, purchase agreement, counterindemnity or similar

obligation issued by the guaranteeing person, in either case guaranteeing or in effect guaranteeing any Debt, leases, dividends or other

obligations (the “primary obligations”) of the primary obligor in any manner, whether directly or indirectly, including, without

limitation, any obligation of the guaranteeing 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 (1) for the purchase or payment of any such primary

obligation or (2) 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 owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation

shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee

Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the

primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person

may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum

amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation

shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the applicable

Person in good faith.

“Guarantor(s)”

shall mean each Subsidiary of the Borrower (and, to the extent the Lenders have agreed to the formation of a direct parent holding entity,

such parent entity of the Borrower, in accordance with Section 6.19(d)) which has executed and delivered to the Agent a Guaranty (or a

joinder to a Guaranty), and a Security Agreement (or a joinder to the Security Agreement). It is understood and agreed that

any Subsidiary or Affiliate of the Borrower that is a guarantor under the Senior Loan Documents (or any Permitted Refinancing Debt in

respect of such Debt) shall be required to be a Guarantor hereunder. Notwithstanding anything to the contrary contained herein

or in any other Loan Document, a Subsidiary shall not cease to be a Guarantor hereunder solely by virtue of such Subsidiary no longer

being a wholly-owned Subsidiary of a Credit Party unless all of the Equity Interests of such

Subsidiary held by any Credit

Party are sold or otherwise transferred to any transferee other than the Borrower, an Affiliate of the Borrower, or a Subsidiary of the

Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in

accordance with the terms of this Agreement.

“Guaranty”

shall mean, collectively, those guaranty agreements executed and delivered from time to time after the Restatement Date (whether by execution

of joinder agreements or otherwise) pursuant to Section 6.13 hereof or otherwise, in each case in the form attached hereto as Exhibit

C, as amended, restated or otherwise modified from time to time.

“Hazardous Material”

shall mean any hazardous or toxic waste, substance or material defined or regulated as such in or for purposes of the Hazardous Material

Laws.

“Hazardous Material

Law(s)” shall mean all laws, codes, ordinances, rules, regulations and other governmental restrictions and Requirements of Law

issued by any federal, state, local or other governmental or quasi-governmental authority or body (or any agency, instrumentality or political

subdivision thereof) pertaining to any substance or material which is regulated for reasons of health, safety or the environment and which

is present or alleged to be present on or about or used in any facilities owned, leased or operated by any Credit Party, or any portion

thereof including, without limitation, those relating to soil, surface, subsurface ground water conditions and the condition of the indoor

and outdoor ambient air; any so-called “superfund” or “superlien” law; and any other United States federal, state

or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards

of conduct concerning, any Hazardous Material, as now or at any time during the term of the Agreement in effect.

“Hedging Transaction”

shall mean each interest rate swap transaction, basis swap transaction, forward rate transaction, equity transaction, equity index transaction,

foreign exchange transaction, cap transaction, floor transaction (including any option with respect to any of these transactions and any

combination of any of the foregoing).

“Hereof”,

“hereto”, “hereunder” and similar terms shall refer to this Agreement and not to any particular

paragraph or provision of this Agreement.

“Highest Lawful Rate”

shall mean the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received

under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which

may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Increased Amount

Date” has the meaning specified in Section 2.11.

“Incremental Term

Loan Commitments” has the meaning specified in Section 2.11 (including, without limitation, the Third Amendment Incremental

Term Loan Commitments).

“Incremental Term

Loan Exposure” shall mean, with respect to any Lender, as of any date of determination, the sum of (a) such Lender’s undrawn

Incremental Term Loan Commitment and (b) the aggregate outstanding principal amount of the Incremental Term Loans of such Lender.

“Incremental Term

Loan Lender” has the meaning specified in Section 2.11 (including, without limitation, the Third Amendment Incremental Term

Lenders).

“Incremental Term

Loans” has the meaning specified in Section 2.11 (including, without limitation, the Third Amendment Incremental Term Loans).

“Indebtedness”

shall mean all indebtedness and liabilities (including without limitation principal, interest (including without limitation the Term Loan

PIK Amount and interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document after an

applicable maturity date and interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document

after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to

the Credit Parties whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, prepayment premiums

(including the Prepayment Premium), expenses, indemnification and other charges) arising under this Agreement or any of the other Loan

Documents, whether direct or indirect, absolute or contingent, of any Credit Party to any of the Lenders or Affiliates thereof or to the

Agent, in any manner and at any time, whether arising under this Agreement, the Guaranty or any of the other Loan Documents due or hereafter

to become due, now owing or that may hereafter be incurred by any Credit Party to any of the Lenders or Affiliates thereof or to the Agent,

in each case whether or not reduced to judgment, with interest according to the rates and terms specified, and any and all consolidations,

amendments, renewals, replacements, substitutions or extensions of any of the foregoing; provided, however that for purposes of calculating

the Indebtedness outstanding under this Agreement or any of the other Loan Documents, the direct and indirect and absolute and contingent

obligations of the Credit Parties (whether direct or contingent) shall be determined without duplication. Without limiting the generality

of the foregoing, the Indebtedness of each Credit Party under the Loan Documents includes the obligation of such Person to reimburse

any amount in respect of any of the foregoing that any Agent or any Lender (in its sole discretion) may elect to pay or advance on behalf

of such Person.

“Indemnified Liabilities”

shall mean, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements

of any kind or nature whatsoever (including the reasonable fees and disbursements of (i) one outside counsel for the Agent and (ii) one

outside counsel for the Lenders taken as a whole (absent a conflict of interest (in which case, each group of similarly situated and conflicted

Lenders may engage and be reimbursed for an additional firm of outside counsel) and if necessary, one local counsel in each relevant jurisdiction

and such specialist counsel as the Agent or the Lenders may reasonably determine (and in the case of a conflict of interest, one additional

local counsel or specialist counsel for the Agent or each group of similarly situated and conflicted Lenders) arising out of, in connection

with, or as a result of: (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated

hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of

the transactions contemplated hereby or thereby; (ii) any Loan or the use or proposed use of the proceeds therefrom; (iii) any actual

or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries,

or any environmental liability related in any way to the Borrower or any of its Subsidiaries; (iv) any actual or prospective claim, litigation,

investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by

a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; and (v) any fees or expenses incurred by

Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign

laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by,

or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the

transactions contemplated hereby or thereby (including the Lenders’ agreement to make Loans or the use or intended use of the proceeds

thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the

Collateral or the enforcement of the Guaranty)).

“Indemnified Taxes”

shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of

any Credit Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee”

shall have the meaning assigned to such term in Section 12.4(b).

“Initial Loan Exchange”

has the meaning specified therefor in the recitals to this Agreement.

“Insolvency Proceeding”

shall mean any proceeding commenced by or against any Person under any provision of any Debtor Relief Law.

“Intellectual Property”

shall have the meaning assigned to such term in the Security Agreement.

“Intercompany License

Agreement” shall mean that certain License Agreement entered into on September 12, 2019, between the Borrower and Rent the Runway

Limited.

“Intercompany Note”

shall mean any promissory note issued or to be issued by any Credit Party to evidence an intercompany loan in form and substance satisfactory

to the Agent.

“Interest Capitalization”

has the meaning specified therefor in the recitals to this Agreement.

“Interest Payment

Date” shall mean with respect to (a) any Loan that is a Reference Rate Loan, the first Business Day occurring after the end

of each Fiscal Quarter and (b) any Loan that is a SOFR Loan, the first Business Day following the last day of each Interest Period applicable

to such Loan.

“Interest Period”

shall mean, with respect to each SOFR Loan, a period commencing on the date of the making of such SOFR Loan (or the continuation of a

SOFR Loan or the conversion of a Reference Rate Loan to a SOFR Loan) and ending three (3) months thereafter (in each case, subject to

the availability thereof); provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such

Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at

the applicable rate based upon Adjusted Term SOFR from and including the first day of each Interest Period to, but excluding, the day

on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to

the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end

on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or

on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period

shall end on the last Business Day of the calendar month that is three (3) months after the date on which the Interest Period began, as

applicable, (e) the Borrower may not elect an Interest Period which will end after the Maturity Date and (f) no tenor that has been

removed from this definition pursuant to Section 2.12(g)(iv) shall be available for specification in such Request for Loan or SOFR Notice.

“Internal Revenue

Code” shall mean the Internal Revenue Code of 1986 of the United States of America, as amended from time to time, and the regulations

promulgated thereunder.

“Inventory”

shall mean any inventory as defined under the UCC.

“Investment”

shall mean, when used with respect to any Person, (a) any loan, investment or advance made by such Person to any other Person (including,

without limitation, any Guarantee Obligation) in respect of any Equity Interest, Debt, obligation or liability of such other Person, (b)

the purchase or other acquisition by such Person, or other obligation for the purchase of, all or substantially

all or any material portion

of the assets or business interests or a division or line of business or other business unit of any Person or any business or going concern,

and (c) any other investment made by such Person (however acquired) in Equity Interests in any other Person, including, without limitation,

any investment made in exchange for the issuance of Equity Interest of such Person and any investment made as a capital contribution to

such other Person.

“Joinder Agreement”

shall have the meaning set forth in Section 2.11.

“Lenders”

shall have the meaning set forth in the preamble and any assignee which becomes a Lender pursuant to Section 12.7 hereof.

“Lien”

shall mean any security interest in or lien on or against any property arising from any pledge, assignment, hypothecation, mortgage, security

interest, deposit arrangement, trust receipt, conditional sale or title retaining contract, sale and leaseback transaction, Capitalized

Lease, consignment or bailment for security, or any other type of lien, charge, encumbrance, title exception, preferential or priority

arrangement affecting property (including with respect to stock, any stockholder agreements, voting rights agreements, buy-back agreements

and all similar arrangements), whether based on common law or statute.

“Loan”

shall mean a Term Loan.

“Loan Account”

shall mean an account maintained hereunder by the Agent on its books of account at the Principal Office and with respect to the Borrower,

in which it will be charged with all Loans made to, and all other Indebtedness incurred by the Credit Parties.

“Loan Documents”

shall mean, collectively, this Agreement, the Fee Letter, the Notes (if issued), the Disbursement Letter, the Guaranty, the Specified

Subordination Agreement (if any), the Subordination Agreements, the Collateral Documents, the Perfection Certificate and any other documents,

certificates or agreements that are executed and required to be delivered pursuant to any of the foregoing documents, as such documents

may be amended, restated or otherwise modified from time to time.

“Majority Lenders”

shall mean, collectively, Lenders whose Pro Rata Share (calculated in accordance with clause (b) of the definition thereof) aggregate

at least 50.1%. The Commitments of, and portion of the Indebtedness attributable to, any Defaulting Lender shall be excluded

for purposes of making a determination of “Majority Lenders”.

“Material Adverse

Effect” shall mean a material adverse effect on and/or material adverse developments with respect to (i) business, operations,

assets or financial condition of the Credit Parties taken as a whole, (ii) the prospect of repayment of all or any portion of the Indebtedness

or in otherwise timely performing any Credit Party’s obligations under the Loan Documents, (iii) the validity, perfection, value

or priority of the Agent’s security interests in the Collateral, (iv) the legality, validity or enforceability of this Agreement

and any other Loan Document, or (v) the rights and remedies of Agent or any Lender under any Loan Document; provided that, with

respect to any determination of Material Adverse Effect to be made on the Restatement Date in connection with the Restatement Date Transactions,

“Material Adverse Effect” shall be limited to (1) a “Company Material Adverse Effect” (as defined in the Exchange

Agreement) and (2) a Material Adverse Effect pursuant to clauses (iii), (iv) or (v) of the foregoing definition.

“Material Contract”

shall mean any agreement or contract the loss of which would be reasonably likely to result in a Material Adverse Effect; provided that

Material Contracts shall not be

deemed to include any Pension

Plans, collective bargaining agreements, or casualty or liability or other insurance policies maintained in the ordinary course of business.

“Maturity Date”

shall mean the earlier to occur of (i) October 28, 2029 (or if such date is not a Business Day, the immediately preceding Business Day),

and (ii) the date that the Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise, and all Commitments

have been terminated.

“Mortgages”

shall mean the mortgages, deeds of trust and any other similar documents related thereto or required thereby executed and delivered after

the Restatement Date by the Borrower or a Guarantor pursuant to Section 6.13 hereof or otherwise, each in form and substance satisfactory

to the Agent, and “Mortgage” shall mean any such document, as such documents may be amended, restated or otherwise

modified from time to time.

“Multiemployer Plan”

shall mean an employee benefit plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which a Credit Party or

any of its ERISA Affiliates makes or is obligated to make contributions or with respect to which a Credit Party or any of its ERISA Affiliates

has any liability.

“Net Cash Proceeds”

shall mean (a) with respect to any Asset Sale, an amount equal to: (i) cash payments received by any Credit Party from such

Asset Sale, minus (ii) any documented direct costs incurred in connection with such Asset Sale to the extent paid or payable to

non-Affiliates, including (A) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset

Sale, (B) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than the Indebtedness)

that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of

such Asset Sale, and (C) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities

and representations and warranties to purchaser in respect of such Asset Sale undertaken by such Credit Party in connection with such

Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Cash Proceeds; and (b)

with respect to any insurance, condemnation, taking or other casualty proceeds, an amount equal to: (i) any cash payments or

proceeds received by any Credit Party (A) under any casualty or business interruption insurance policies in respect of any covered loss

thereunder, or (B) as a result of the condemnation or taking of any assets of such Credit Party by any Person pursuant to the power of

eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such

a taking, minus (ii) (A) any documented costs incurred by such Credit Party in connection with the adjustment or settlement of

any claims of such Credit Party in respect thereof, and (B) any documented direct costs incurred in connection with any sale of such assets

as referred to in clause (b)(i)(B) of this definition to the extent paid or payable to non-Affiliates, including income taxes payable

as a result of any gain recognized in connection therewith.

“Nexus”

shall mean Nexus Capital Management, L.P.

“Non-Consenting Lender”

shall have the meaning set forth in Section 12.11.

“Non-Defaulting Lender”

shall mean any Lender that is not, as of the date of relevance, a Defaulting Lender.

“Notes”

shall mean the notes described in Section 2.2 hereof, made by the Borrower to each of the Lenders in the form attached hereto as Exhibit

F, as such notes may be amended or supplemented from time to time, and any other notes issued in substitution, replacement or renewal

thereof from time to time.

“OFAC”

shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Off Balance Sheet

Liability(ies)” of a Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or

notes receivables sold by such Person, (ii) any liability under any sale and leaseback transaction which is not a Capitalized Lease, (iii)

any liability under any so-called “synthetic lease” transaction entered into by such Person, or (iv) any obligation arising

with respect to any other transaction which is the functional equivalent of Debt or any of the liabilities set forth in subsections (i)-(iii)

of this definition, but which does not constitute a liability on the balance sheets of such Person.

“Original Credit

Agreement” shall have the meaning specified therefor in the recitals to this Agreement.

“Original Effective

Date” shall mean July 23, 2018, the “Effective Date” under the Original Credit Agreement.

“Other Connection

Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient

and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party

to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction

pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes”

shall mean all present or future stamp, court or documentary, 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, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 12.11).

“Participant Register”

has the meaning specified in Section 12.7(f).

“PBGC”

shall mean the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan”

shall mean any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) maintained, sponsored or contributed

to by a Credit Party or any of its ERISA Affiliates, or to which there is an obligation to contribute by a Credit Party or

any of its ERISA Affiliates, or with respect to which a Credit Party or any of its ERISA Affiliates has any liability, which is subject

to the minimum funding standards of Section 412 of the Internal Revenue Code, Section 302 of ERISA or Title IV of ERISA, other than a

Multiemployer Plan.

“Perfection Certificate”

shall mean a certificate in form satisfactory to the Agent that provides information with respect to the assets of the Borrower and the

Guarantors.

“Periodic Term SOFR

Determination Day” has the meaning specified therefor in the definition of “Term SOFR”.

“Permitted Account”

shall mean a deposit account maintained by the Borrower at Comerica Bank, in which such deposits are restricted cash in favor of Comerica

Bank.

“Permitted Acquisition”

shall mean any acquisition by the Borrower or any Guarantor of all or substantially all of the assets of another Person, or of a division

or line of business of another Person, or

any Equity Interests of another

Person which satisfies and/or is conducted in accordance with the following requirements:

1. Such acquisition is of a business or Person engaged in a line of business which is compatible with, or

complementary to, the business of the Borrower or such Guarantor or a reasonable extension therefrom;

2. If such acquisition is structured as an acquisition of the Equity Interests of any Person, then the Person

so acquired shall (X) become a wholly-owned direct Domestic Subsidiary of the Borrower or of a Guarantor and the Borrower or the applicable

Guarantor shall cause such acquired Person to comply with Section 6.13 hereof or (Y) provided that the Credit Parties continue to comply

with Section 6.4(a) hereof, be merged with and into the Borrower or such a Guarantor (and, in the case of the Borrower, with the Borrower

being the surviving entity);

3. If such acquisition is structured as the acquisition of assets, such assets shall be acquired directly

by the Borrower or a Guarantor (subject to compliance with Section 6.4(a) hereof);

4. The Borrower shall have delivered to the Agent not less than ten (10) (or such shorter period of time

agreed to in writing by the Agent) nor more than ninety (90) days prior to the date of such acquisition, notice of such acquisition together

with Pro Forma Projected Financial Information, copies of all material documents relating to such acquisition (including then-current

drafts of the acquisition agreement and any related document), and historical financial information (including income statements, balance

sheets and cash flows) covering at least three (3) complete fiscal years of the acquisition target, if available, prior to the effective

date of the acquisition or the entire operating existence of the acquisition target, whichever period is shorter, in each case in form

and substance reasonably satisfactory to the Agent;

5. Both immediately before and after the consummation of such acquisition and after giving effect to the

Pro Forma Projected Financial Information, no Default or Event of Default shall have occurred and be continuing;

6. The acquisition shall be consensual and the board of directors (or other Person(s) exercising similar

functions) of the seller of the assets or issuer of the Equity Interests being acquired shall have approved such transaction;

7. All governmental, quasi-governmental, agency, regulatory or similar licenses, authorizations, exemptions,

qualifications, consents and approvals necessary under any laws applicable to the Borrower or Guarantor making the acquisition, or the

acquisition target (if applicable) for or in connection with the proposed acquisition and all necessary non-governmental and other third-party

approvals which, in each case, are material to such acquisition shall have been obtained, and all necessary or appropriate declarations,

registrations or other filings with any court, governmental or regulatory authority, securities exchange or any other Person, which in

each case, are material to the consummation of such acquisition or to the acquisition target, if applicable, have been made, and evidence

thereof reasonably satisfactory in form and substance to the Agent shall have been delivered, or caused to have been delivered, by the

Borrower to the Agent;

8. There shall be no actions, suits or proceedings pending or, to the knowledge of any Credit Party threatened

against or affecting the acquisition target in any court or before or by any governmental department, agency or instrumentality, which

could reasonably be expected to be decided adversely to the acquisition target and which, if decided adversely, could reasonably be expected

to have a material adverse effect on the business, operations, properties or financial condition of the acquisition target and its subsidiaries

(taken as a whole) or would materially adversely affect the ability of the acquisition target to enter into or perform its obligations

in connection with the proposed acquisition, nor shall there be any actions, suits, or proceedings pending, or to the knowledge of any

Credit Party threatened against the Credit Party that is making the acquisition which would materially adversely affect the ability of

such Credit Party to enter into or perform its obligations in connection with the proposed acquisition;

9. (A)The aggregate Purchase Price for acquisitions of assets that are not located within the United States

or Equity Interests of Persons that are not organized in a jurisdiction located within the United States shall not exceed $5,000,000 in

the aggregate for all such acquisitions during any Fiscal Year; provided, that, this clause (A) shall not apply to acquisitions

of assets and Equity Interests that are located within (or organized in) a jurisdiction in which the Agent reasonably determines a perfected

Lien may be granted on such assets and Equity Interests in form and substance reasonably acceptable to the Agent (such determination to

be evidenced in writing), and (B) such assets and Equity Interests described in clause (A) above shall be pledged to the Agent for the

benefit of the Agent and the Lenders in accordance with Section 6.13(b); and

10. The Purchase Price of such proposed new acquisition, computed on the basis of total acquisition consideration

paid or incurred, or required to be paid or incurred, with respect thereto, when added to the Purchase Price of each other acquisition

consummated hereunder as a Permitted Acquisition during the same Fiscal Year as the applicable acquisition does not exceed Five Million

Dollars ($5,000,000); provided, that, with respect to any Fiscal Year ending on or after January 31, 2027, any unused amounts from such

Fiscal Year may be carried forward into the immediately succeeding Fiscal Year; provided, further, that the aggregate amount carried forward

to the immediately succeeding Fiscal Year shall not exceed Five Million Dollars ($5,000,000).

“Permitted Holder”

shall mean each of CHS Investments, STORY3, Nexus or any Controlled Investment Affiliate of the foregoing.

“Permitted Investments”

shall mean with respect to any Person:

(a)

Governmental Obligations;

(b)

obligations of a state or commonwealth of the United States or the obligations of the District of Columbia or any possession of

the United States, or any political subdivision of any of the foregoing, which are described in Section 103(a) of the Internal Revenue

Code and are graded in any of the highest three (3) major grades as determined by at least one Rating Agency or secured, as to payments

of principal and interest, by a letter of credit provided by a financial institution or insurance provided by a bond insurance company

which in each case is itself or its debt is rated in one of the highest three (3) major grades as determined by at least one Rating Agency;

(c)

banker’s acceptances, commercial accounts, demand deposit accounts, certificates of deposit, other time deposits or depository

receipts issued by or maintained with any Lender or any Affiliate thereof, or any bank, trust company, savings and loan association, savings

bank or other financial institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose reported capital

and surplus equal at least $250,000,000, provided that such minimum capital and surplus requirement shall not apply to demand deposit

accounts maintained by any Credit Party in the ordinary course of business;

(d)

commercial paper rated at the time of purchase within the two highest classifications established by not less than two Rating Agencies,

and which matures within 270 days after the date of issue;

(e)

secured repurchase agreements against obligations itemized in paragraph (a) above, and executed by a bank or trust company or by

members of the association of primary dealers or other recognized dealers in United States government securities, the market value of

which must be maintained at levels at least equal to the amounts advanced; and

(f)

any fund or other pooling arrangement which exclusively purchases and holds the investments itemized in (a) through (e) above.

“Permitted Liens”

shall mean with respect to any Person:

(a)

Liens for (i) taxes or governmental assessments or charges the payment of which is not required under Section 6.3(a) or (ii) customs

duties in connection with the importation of goods to the extent such Liens attach to the imported goods that are the subject of the duties

(x) to the extent not yet due, (y) as to which the period of grace, if any, related thereto has not expired or (z) which are being contested

in good faith by appropriate proceedings, provided that in the case of any such contest, any proceedings for the enforcement of such liens

have been suspended and adequate reserves with respect thereto are maintained on the books of such Person in conformity with GAAP;

(b)

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, processor’s, landlord’s

liens or other like liens arising in the ordinary course of business which secure obligations that are not overdue for a period of more

than 30 days or which are being contested in good faith by appropriate proceedings, provided that in the case of any such contest, (x)

any proceedings commenced for the enforcement of such Liens have been suspended and (y) appropriate reserves with respect thereto are

maintained on the books of such Person in conformity with GAAP;

(c)

(i) Liens incurred in the ordinary course of business to secure the performance of statutory obligations arising in connection

with progress payments or advance payments due under contracts with the United States government or any agency thereof entered into in

the ordinary course of business and (ii) Liens incurred or deposits made in the ordinary course of business to secure the performance

of statutory obligations, bids, leases, fee and expense arrangements with trustees and fiscal agents, trade contracts, surety and appeal

bonds, performance bonds and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money, any

lease-purchase arrangements or the payment of the deferred purchase price of property), whether by means of a letter of credit, guarantee,

escrow or otherwise, provided that in each case full provision for the payment of all such obligations has been made on the books of such

Person as may be required by GAAP;

(d)

judgment liens securing judgments and other proceedings not constituting an Event of Default under Section 8.1(g);

(e)

minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and

other similar purposes, or zoning or other restrictions as to the use of real properties, or any interest of any lessor or sublessor under

any lease permitted hereunder which, in each case, does not materially interfere with the business of such Person;

(f)

precautionary Liens arising pursuant to a transaction permitted under Section 7.8 hereof;

(g)

Liens arising in connection with worker’s compensation, unemployment insurance, old age pensions and social security benefits

and similar statutory obligations (excluding Liens arising under ERISA), provided that no enforcement proceedings in respect of such Liens

are pending and provisions have been made for the payment of such liens on the books of such Person as may be required by GAAP; and

(h)

continuations of Liens that are permitted under subsections (a)-(f) hereof, provided such continuations do not violate the specific

time periods set forth in subsections (b) and (d) and provided further that such Liens do not extend to any additional property or assets

of any Credit Party or secure any additional obligations of any Credit Party.

“Permitted Refinancing

Debt” shall mean the extension of maturity, refinancing or modification of the terms of Debt so long as:

after giving effect to such extension, refinancing or modification, the amount of such Debt is not greater than the amount of Debt

outstanding immediately prior to such extension, refinancing or modification (other than by the amount of premiums paid thereon and the

fees and expenses incurred in connection therewith, by the amount of accrued interest capitalized in the course of such refinancing, and

by the amount of unfunded commitments with respect thereto);

such extension, refinancing or modification does not result in a shortening of the average weighted maturity (measured as of the

extension, refinancing or modification) of the Debt so extended, refinanced or modified;

such extension, refinancing or modification is pursuant to terms that are not (when taken as a whole) less favorable to the Credit

Parties and the Lenders than the terms of the Debt (including, without limitation, terms relating to the collateral (if any) and subordination

(if any)) being extended, refinanced or modified; provided that the interest rate, original issue discount and other related economic

terms of the Debt being extended, refinanced or modified may be set substantially at the applicable then-prevailing market rate available

to the Borrower; and

the Debt that is extended, refinanced or modified is not recourse to any Credit Party that is liable on account of the obligations

other than those Persons which were obligated with respect to the Debt that was refinanced, renewed, or extended.

“Person”

shall mean a natural person, corporation, limited liability company, partnership, limited liability partnership, trust, incorporated or

unincorporated organization, joint venture, joint stock company, firm or association or a government or any agency or political subdivision

thereof or other entity of any kind.

“Personal Data”

shall mean all information or data relating to one or more individual(s) that is personally identifying (i.e., data that identifies an

individual or, in combination with any other

information or data, is capable

of identifying an individual), including all information or data regulated or protected by one or more federal, state, or foreign data

privacy or security laws.

“Pledge Agreement(s)”

shall mean any pledge agreement executed and delivered from time to time after the Original Effective Date by the Borrower or a Guarantor

pursuant to Section 6.13 hereof, Section 6.13 of the Original Credit Agreement or otherwise, and any agreements, instruments or documents

related thereto, in each case in form and substance satisfactory to the Agent, as amended, restated or otherwise modified from time to

time.

“Post-Default Rate”

shall have the meaning specified therefor in Section 2.6(d).

“Prepayment Premium”

shall have the meaning specified therefor in the Fee Letter.

“Principal Office”

shall mean the Agent’s “Principal Office” as set forth on Annex III, or such other office as the Agent may from

time to time designate in writing to the Borrower and each Lender.

“Pro Forma Projected

Financial Information” shall mean, as to any proposed acquisition, a statement prepared by the Borrower (supported by reasonable

detail) setting forth the total Purchase Price to be paid or incurred in connection with the proposed acquisition, and pro forma combined

projected financial information for the Credit Parties and the acquisition target (if applicable), consisting of projected balance sheets

as of the proposed effective date of the acquisition and as of the end of at least the next succeeding three (3) Fiscal Years following

the acquisition and projected statements of income and cash flows for each of those years, as projected as of the effective date of the

acquisition and as of the ends of those Fiscal Years and accompanied by (i) a statement in reasonable detail specifying all material assumptions

underlying the projections and (ii) such other information as the Agent or the Lenders shall reasonably request.

“Pro Rata Share”

shall mean (a) with respect to all payments, computations, and other matters relating solely to Incremental Term Loan Commitments or Incremental

Term Loans, the percentage obtained by dividing (i) the Incremental Term Loan Exposure of that Lender, by (ii) the aggregate Incremental

Term Loan Exposure of all Lenders and (b) for all other purposes with respect to each Lender, the percentage obtained by dividing (i)

an amount equal to the sum of the Term Loan Exposure and the Incremental Term Loan Exposure of that Lender, by (ii) an amount equal to

the sum of the aggregate Term Loan Exposure and the aggregate Incremental Term Loan Exposure of all Lenders.

“Process”

or “Processing” shall mean any operation or set of operations which is performed on Personal Data or on sets of Personal

Data, whether or not by automated means, such as the receipt, access, acquisition, collection, recording, organization, compilation, structuring,

storage, adaptation or alteration, retrieval, consultation, use, disclosure by transfer, transmission, dissemination or otherwise making

available, alignment or combination, restriction, disposal, erasure or destruction.

“Purchase and Sale

Agreement” shall mean that certain Debt and Equity Purchase Agreement, dated as of August 20, 2025, by and among CHS Investments,

STORY3, Nexus, the Agent and the Borrower, as amended, restated, amended and restated or otherwise modified from time to time.

“Purchase Price”

shall mean, with respect to any acquisition, an amount equal to the sum of (a) the aggregate consideration paid in cash or cash equivalents

by a Credit Party (whether as initial consideration or through the payment or disposition of deferred consideration, including, without

limitation, in the form of seller financing, royalty payments, payments allocated towards non-compete covenants, payments to principals

for consulting services or other similar payments) in connection with such acquisition, plus (b) the aggregate amount of liabilities of

the acquired business (net of current assets

of the acquired business) that

would be reflected on a balance sheet (if such were to be prepared) of the Credit Parties after giving effect to such acquisition, plus

(c) the aggregate amount of all transaction fees, costs and expenses incurred by the Credit Parties in connection with such acquisition.

“Rating Agency”

shall mean Moody’s Investor Services, Inc., Standard and Poor’s Ratings Services, their respective successors or any other

nationally recognized statistical rating organization which is acceptable to the Agent.

“Reaffirmation Agreement”

means that certain Reaffirmation Agreement, dated as of the Restatement Date, made by the Credit Parties in favor of the Agent.

“Recipient”

shall mean (a) the Agent and (b) any Lender.

“Reference Rate”

means, for any period, the greatest of (a) 2.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) Adjusted Term SOFR (which

rate shall be calculated based upon an Interest Period of three (3) months and shall be determined on a daily basis) plus 1.00% per annum,

and (d) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States 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 determined by the Agent) or any similar release by the Federal Reserve Board (as determined

by the Agent). Each change in the Reference Rate shall be effective from and including the date such change is publicly announced

as being effective.

“Reference Rate Loan”

shall mean each portion of a Loan that bears interest at a rate determined by reference to the Reference Rate.

“Reference Rate Term

SOFR Determination Day” has the meaning specified therefor in the definition of “Term SOFR”.

“Register”

shall have the meaning specified therefor in Section 12.7(h).

“Regulation T”, “Regulation

U” and “Regulation X” mean, respectively, Regulations T, U and X of the Board or any successor, as the same

may be amended or supplemented from time to time.

“Reinvestment Amounts”

shall have the meaning specified therefor in Section 2.8(a).

“Related Fund”

means, with respect to any Person, an Affiliate of such Person, or a fund or account managed by such Person or an Affiliate of such Person.

“Release”

means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping

or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing

any Hazardous Material) into the indoor or outdoor environment, including, without limitation, the movement of Hazardous Materials through

or in any environmental media, including the indoor or outdoor air, soil, surface or ground water, sediments or property.

“Replacement Lender”

shall have the meaning specified therefor in Section 12.11.

“Reportable Compliance

Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially

detained, or receives an inquiry from

regulatory or law enforcement

officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of or self-discovers

facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law.

“Reportable Event”

shall mean an event described in Section 4043 of ERISA (other than an event not subject to the provision for 30-day notice to the PBGC

under the regulations promulgated under such Section).

“Request for Loan”

shall mean a request for a Loan issued by the Borrower under Section 2.3 in the form attached hereto as Exhibit D hereto.

“Required Prepayment

Date” shall have the meaning specified therefor in Section 2.9(b).

“Requirement of Law”

shall mean as to any Person, the certificate of incorporation and bylaws, the partnership agreement or other organizational or governing

documents of such Person and the common law and all federal, state, provincial, local, foreign, multinational or international laws, statutes,

codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative

or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements

or requests of, any Governmental Authority, in each case that are applicable to or binding upon such Person or any of its property or

to which such Person or any of its property is subject.

“Responsible Officer”

shall mean, with respect to any Person, the chief executive officer, chief financial officer, treasurer, president, secretary or controller

of such Person or any other officer of such Person having substantially the same authority and responsibility.

“Restatement Date”

shall mean the date on which all the conditions precedent set forth in Sections 4.1 and 4.2 have been satisfied.

“Restatement Date

Assignees” shall mean each of STORY3, Nexus and any of their respective Affiliates and Related Funds that are assigned Term

Loans pursuant to the Restatement Date Assignment.

“Restatement Date

Assignment” shall have the meaning specified therefor in the recitals to this Agreement.

“Restatement Date

Term Loan” shall mean a term loan made by a Lender to the Borrower pursuant to Section 2.1(c) or all of the term loans made

by the Lenders to the Borrower pursuant to Section 2.1(c), as the context requires.

“Restatement Date

Term Loan Commitment” shall mean the commitment of a Lender to make or otherwise fund a Restatement Date Term Loan and “Restatement

Date Term Loan Commitments” shall mean such commitments of all Lenders in the aggregate. The amount of each Lender’s

Restatement Term Loan Commitment, if any, is set forth in Section 2 of Annex I. The aggregate amount of Restatement

Term Loan Commitments as of the Restatement Date is $20,000,000.

“Restatement

Date Transactions” has the meaning specified therefor in Section 2.1(c).

“Sanction(s)”

shall mean any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations

Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“Sanctioned Country”

shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person”

shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited,

sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited

to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“SEC” means the Securities and

Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

“Second Amendment”

means that certain Second Amendment to Amended and Restated Credit Agreement, dated as of April 1, 2026, by and among the Credit Parties,

the Lenders, and the Agent.

“Second Amendment

Effective Date” means the “Amendment Effective Date” as set forth in the Second Amendment.

“Security Agreement”

shall mean, collectively, the amended and restated security agreement executed and delivered by the Borrower on the Restatement Date pursuant

to Section 4.1, and any such agreements executed and delivered by the Guarantors after the Restatement Date (whether by execution of a

joinder agreement to any existing security agreement or otherwise) pursuant to Section 6.13 hereof or otherwise, in the form of the Security

Agreement attached hereto as Exhibit A, as amended, restated or otherwise modified from time to time.

“Senior Agent”

shall mean the administrative agent and/or collateral agent under the Senior Credit Agreement and its successors and permitted assigns

in such capacity.

“Senior Credit Agreement”

shall mean a revolver credit agreement, in form and substance reasonably satisfactory to the Agent in all respects (such approval to be

evidenced in writing by the Agent), if executed, to be executed by and among the Senior Agent, the Senior Lenders and the Borrower, as

the same may be amended, restated, supplemented or otherwise modified from time to time in a manner not prohibited by the terms of the

Specified Subordination Agreement.

“Senior Debt”

shall mean Debt of the Borrower or any Guarantor under the Senior Loan Documents, if any.

“Senior Lenders”

shall mean the lenders party to the Senior Credit Agreement, if any.

“Senior Loan Documents”

shall mean, collectively, the Senior Credit Agreement and any and all other documents, instruments and certificates executed and delivered

pursuant thereto, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in a manner

not prohibited by the terms of the Specified Subordination Agreement. For the avoidance of doubt, no Senior Loan Document is

in effect on the Restatement Date.

“SOFR”

shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”

shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing”

shall mean, as to any borrowing, the SOFR Loans comprising such Loans.

“SOFR Deadline”

has the meaning specified therefor in Section 2.12(a).

“SOFR Loan”

shall mean a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Reference

Rate”.

“SOFR Notice”

shall mean a written notice substantially in the form of Exhibit G.

“SOFR Option”

has the meaning specified therefor in Section 2.12(a).

“Solvent”

shall mean, with respect to any Person on a particular date, that on such date (a) such Person is able to realize upon its assets and

pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b)

such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay

as such debts and liabilities mature, and (c) such Person is not engaged in business or a transaction, and is not about to engage in business

or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Specified Representations”

means those representations and warranties made in Section 5.1 (limited to the existence of each Credit Party under the laws of the state

of its incorporation or formation), Section 5.2(i), Section 5.2(ii), Section 5.2(iii) (limited to contravention of the Borrower’s

or any Guarantor’s organizational documents), Section 5.2(iv), Section 5.4, Section 5.6, Section 5.7(b), Section 5.9(ii), Section

5.10, Section 5.12, Section 5.22, and Section 5.31.

“Specified Subordination

Agreement” shall mean a subordination agreement, in form and substance reasonably satisfactory to the Agent and the Lenders

in all respects, if executed, to be executed by and between the Senior Agent and the Agent and to be acknowledged and agreed by the Borrower

and the Guarantors, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the

terms thereof. For the avoidance of doubt, no Specified Subordination Agreement is in effect on the Restatement Date.

“STORY3”

shall mean STORY3 Capital Partners LLC.

“Subordinated Debt”

shall mean any unsecured Funded Debt of any Credit Party and other obligations under the Subordinated Debt Documents and any other Funded

Debt of any Credit Party which has been subordinated in right of payment and priority to the Indebtedness, all on terms and conditions

satisfactory to the Agent.

“Subordinated Debt

Documents” shall mean and include any documents evidencing any Subordinated Debt, in each case, as the same may be amended,

modified, supplemented or otherwise modified from time to time in compliance with the terms of this Agreement.

“Subordination Agreements”

shall mean, collectively, any subordination agreements entered into by any Person from time to time in favor of the Agent in connection

with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise

modified from time to time, and “Subordination Agreement” shall mean any one of them.

“Subsidiary(ies)”

shall mean any other corporation, association, joint stock company, business trust, limited liability company, partnership or any other

business entity of which more than fifty percent (50%) of the outstanding voting stock, share capital, membership, partnership or other

interests, as the case may be, is owned either directly or indirectly by any Person or one or more of its Subsidiaries.

Unless otherwise specified to

the contrary herein or the context otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of the Borrower.

“Successor Agent”

shall have the meaning set forth in Section 11.4(a) hereof.

“Taxes”

shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,

fees or other charges in the nature of a tax imposed by any Governmental Authority, including any interest, additions to tax or penalties

applicable thereto.

“Term Loan”

shall mean the Exchanged Term Loans, the Restatement Date Term Loans and the Incremental Term Loans (including, without limitation, the

Third Amendment Incremental Term Loans), as the context requires (in each case, including any Term Loan PIK Amount, as applicable).

“Term Loan Cash Option”

has the meaning specified therefor in Section 2.6(a)(iv).

“Term Loan Commitment”

shall mean the Restatement Date Term Loan Commitment or any Incremental Term Loan Commitment (including, without limitation, the Third

Amendment Incremental Term Loan Commitment) (if any) of a Lender, and “Term Loan Commitments” shall mean such commitments

of all Lenders.

“Term Loan Exposure”

shall mean, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loan of such Lender.

“Term Loan PIK Amount”

means, as of any date of determination, the amount of all interest accrued with respect to the Term Loan that has been paid in kind by

being added to the then outstanding principal amount thereof in accordance with Section 2.6(a)(iv).

“Term Loan PIK Option”

has the meaning specified therefor in Section 2.6(a)(iv).

“Term Loan PIK Option

Period” means the period commencing on the Second Amendment Effective Date and ending on and including May 3, 2027.

“Term SOFR”

shall mean,

(a) for

any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on

the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business

Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that

if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor

has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has

not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR

Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities

Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for

any calculation with respect to a Reference Rate Loan on any day, the Term SOFR Reference Rate for a tenor of three months on the day

(such day, the “Reference Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days

prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York

City time) on any Reference Rate Term SOFR Determination

Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement

Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor

as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference

Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day

is not more than three (3) U.S. Government Securities Business Days prior to such Reference Rate SOFR Determination Day.

“Term SOFR Administrator”

shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by

the Agent in its reasonable discretion).

“Term SOFR Reference

Rate” shall mean the forward-looking term rate based on SOFR.

“Third Amendment”

means that certain Third Amendment to Amended and Restated Credit Agreement, dated as of September 1, 2026, by and among the Borrower,

the Lenders (including the Third Amendment Incremental Term Lenders), and the Agent.

“Third Amendment

Effective Date” means the “Third Amendment Effective Date” as set forth in the Third Amendment.

“Third Amendment

Incremental Term Lender” means the Lenders with a Third Amendment Incremental Term Loan Commitment.

“Third Amendment

Incremental Term Loan” means a term loan made by the Lenders on the Third Amendment Effective Date to the Borrower pursuant

to Section 2.1(d) and the Third Amendment.

“Third Amendment

Incremental Term Loan Commitment” means, with respect to any Lender, its obligation to make its portion of the Third Amendment

Incremental Term Loan to the Borrower in the amount set forth with respect to such Lender on Exhibit B to the Third Amendment

and “Third Amendment Incremental Term Loan Commitments” means such commitments of all of the Lenders in respect of

the Third Amendment Incremental Term Loans in the aggregate. The aggregate amount of the Third Amendment Incremental Term Loan Commitments

as of the Third Amendment Effective Date is $10,000,000.

“Unadjusted Benchmark

Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Uniform Commercial

Code” or “UCC” shall mean the Uniform Commercial Code as in effect in any applicable state; provided that,

unless specified otherwise or the context otherwise requires, such terms shall refer to the Uniform Commercial Code as in effect in the

State of New York.

“Unit”

shall mean an individual unit (i.e., wardrobe and similar merchandise) owned by the Borrower and currently available for rent or held

for sale.

“U.S. Government

Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday or (c) 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”

shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance

Certificate” shall have the meaning specified therefor in Section 12.12.

“USA Patriot Act”

shall have the meaning specified therefor in Section 5.7.

“Waivable Mandatory

Prepayment” shall have the meaning specified therefor in Section 2.9(b).

“Withholding Agent”

shall mean any Credit Party and the Agent.

“Write-Down and Conversion

Powers” shall mean, 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 writedown and conversion powers

are described in the EU Bail-In Legislation Schedule.

1.2

Other Interpretive Provisions. With reference to this Agreement and each

other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever

the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”

“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The

word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless

the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as

referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to

any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference

herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,”

“hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed

to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to

Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the

Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating,

amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such

law or regulation as amended, modified or supplemented from time to time, and (vi) 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.

(b)

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.”

(c)

Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the

interpretation of this Agreement or any other Loan Document.

(d)

Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Indebtedness shall

mean the repayment in Dollars in full in cash or

immediately available

funds of all of the Indebtedness (including the Prepayment Premium) other than unasserted contingent indemnification obligations.

(e)

References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case

of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations). A Default

or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default

occurs to the date on which such Default or Event of Default is waived in writing in accordance with Section 8.5 of this Agreement or,

in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue”

or be “continuing” until such Event of Default has been waived in writing in accordance with Section 8.5 of this Agreement. Any

Lien referred to in this Agreement or any other Loan Document as having been created in favor of the Agent, any agreement entered into

by the Agent pursuant to this Agreement or any other Loan Document, any payment made by or to or funds received by the Agent pursuant

to or as contemplated by this Agreement or any other Loan Document, or any act taken or omitted to be taken by the Agent, shall, unless

otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of the Agent

and the Lenders. Wherever the phrase “to the knowledge of any Credit Party” or words of similar import relating

to the knowledge or the awareness of any Credit Party are used in this Agreement or any other Loan Document, such phrase shall mean and

refer to (i) the actual knowledge of a senior officer of any Credit Party or (ii) the knowledge that a senior officer would have obtained

if such officer had engaged in good faith and diligent performance of such officer’s duties, including the making of such reasonably

specific inquiries as may be necessary of the employees or agents of such Credit Party and a good faith attempt to ascertain the existence

or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if

a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or

otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition

exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular

representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same

or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty

hereunder.

1.3

Accounting Terms.

(a)

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity

with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement

shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent

with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein or as reflected in the

management financials provided prior to the Restatement Date to (i) include any proceeds from end-of-life liquidated inventory in revenue

and related costs in cost of revenue, which is presented as net gains or losses from sale of end-of-life liquidated inventory on GAAP

financials and (ii) not adjust the purchases of property, plant and equipment (“PPE”) and rental product for any unpaid accounts

payable balances. Additionally, GAAP financial statements may include more detailed or more summarized line items than what

is presented in the management financials.

(b)

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement

set forth in any Loan Document, and either the Borrower or the Majority Lenders shall so request, the Agent, the Lenders and the Borrower

shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP

(subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue

to be computed in accordance with GAAP prior to

such change therein

and (ii) the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement

or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and

after giving effect to such change in GAAP.

(c)

Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial

covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding

principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(d)

All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time

to time in the State of New York and which are not otherwise defined herein shall have the same meanings herein as set forth therein;

provided that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof

shall continue to have the same meaning notwithstanding any replacement or amendment of such statute, except as the Agent may otherwise

determine.

1.4

Rounding. Any financial ratios required to be maintained by the Borrower

or the Guarantors pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying

the result to two places more than the number of places by which such ratio is expressed herein and rounding the result up or down to

the nearest number (with a rounding up if there is no nearest number).

1.5

Times of Day(a). Unless otherwise specified, all references herein to times

of day shall be references to Eastern time (daylight or standard, as applicable), as in effect in New York City on such day. For

purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from

and including” and the words “to” and “until” each means “to but excluding”; provided, however,

that with respect to a computation of fees or interest payable to any Secured Party, such period shall in any event consist of at least

one full day. Whenever any action or delivery to be taken or made under this Agreement or any other Loan Document shall be

stated to be due on a day other than a Business Day, such action or delivery shall be deemed to be due on the next succeeding Business

Day.

1.6

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 on the first date of its existence by the holders of its Equity Interests at such

time.

1.7

Senior Loan Documents and Specified Subordination Agreement. The Borrower

agrees and acknowledges that each reference to any Senior Loan Document, Senior Debt, Senior Agent, Senior Lenders, or the Specified Subordination

Agreement in any Loan Document (including, without limitation this Agreement and the Security Agreement) shall be disregarded until each

of the Senior Credit Agreement and the Specified Subordination Agreement shall have been executed and delivered by the requisite parties

thereto (including, in the case of the Specified Subordination Agreement, the Agent) and are in full force and effect.

1.8

Rates. The Agent does not warrant or accept responsibility for, and shall

not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any

other matter related to the

Reference Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to

in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including

whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement)

will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Reference Rate,

the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b)

the effect, implementation or composition of any Conforming Changes. The Agent and its Affiliates or other related entities may engage

in transactions that affect the calculation of the Reference Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative,

successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse

to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Reference Rate, the

Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement,

and shall have no liability to the Borrower, any Lender or any other Person 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.

2. TERM LOANS.

2.1

Restatement Date Transactions; Loans and Commitments.

(a)

Interest Capitalization; Debt for Equity Exchange. On the Restatement Date, (i)

the Interest Capitalization shall be deemed to have occurred and (ii) immediately following the Interest Capitalization, the Debt for

Equity Exchange occurred in accordance with the terms and conditions of the Exchange Agreement. Immediately after giving effect to the

Debt for Equity Exchange, the aggregate outstanding principal amount of Existing Term Loans was equal to $100,000,000.

(b)

Initial Loan Exchange. Immediately after the consummation of the Debt for Equity

Exchange, the Initial Loan Exchange is deemed to have occurred. The aggregate outstanding principal amount of the Exchanged Term Loans

under this Agreement immediately following the Initial Loan Exchange is equal to $100,000,000. Immediately following the consummation

of the Initial Loan Exchange, the Restatement Date Assignment occurred in accordance with the terms of the Purchase and Sale Agreement.

(c)

Restatement Date Term Loans. Subject to the terms and conditions hereof, each Lender with a Restatement Date

Term Loan Commitment severally agrees to make, on the Restatement Date, immediately following the consummation of the Restatement Date

Assignment, a term loan to the Borrower in an amount equal to such Lender’s Restatement Date Term Loan Commitment. The Borrower

may make only one borrowing under the Restatement Date Term Loan Commitments which shall be on the Restatement Date. Each Lender’s

Restatement Date Term Loan Commitment shall terminate immediately and without further action on the Restatement Date after giving effect

to the funding of such Restatement Date Term Loan Commitment, if any, on such date.

The Borrower, the Agent and

each Lender hereby acknowledge, confirm and agree that after giving effect to the Debt for Equity Exchange, the Initial Loan Exchange,

the Restatement Date Assignment and the funding of the Restatement Date Term Loans (collectively, the “Restatement Date Transactions”),

as of the Restatement Date, (i) the aggregate outstanding principal amount of the Term Loans is equal to $120,000,000 and (ii) the principal

amount of Term Loans held by each Lender is set forth in Section 3 of Annex I hereto.

(d)

Third Amendment Incremental Term Loans. Subject to the terms and conditions set forth in the Third Amendment,

each Third Amendment Incremental Term Lender severally agrees to make, on the Third Amendment Effective Date, a term loan to the Borrower

in an amount equal to such Third Amendment Incremental Term Lender’s Third Amendment Incremental Term Loan Commitment. The Borrower

may make only one borrowing under the Third Amendment Incremental Term Loan Commitments which shall be on the Third Amendment Effective

Date. Each Third Amendment Incremental Term Lender’s Third Amendment Incremental Term Loan Commitment shall terminate immediately

and without further action on the Third Amendment Effective Date after giving effect to the funding of such Third Amendment Incremental

Term Loan Commitment, if any, on such date.

The Borrower, the Agent and

each Lender hereby acknowledge, confirm and agree that after giving effect to the funding of the Third Amendment Incremental Term Loans,

as of the Third Amendment Effective Date, (i) the aggregate outstanding principal amount of the Term Loans is equal to $135,314,389.50

and (ii) the principal amount of Term Loans held by each Lender is set forth in Section 4 of Annex I hereto.

No Term Loan that has been

repaid or prepaid may be reborrowed. All amounts owed hereunder with respect to the Term Loan shall be paid in full no later

than the Maturity Date.

2.2

Accrual of Interest and Maturity; Evidence of Indebtedness.

(a)

The Borrower hereby unconditionally promises to pay to the Agent for the account of each Lender the then unpaid principal amount

of each Loan (plus all accrued and unpaid interest) of and any other outstanding Indebtedness hereunder (including the Prepayment Premium)

owing to such Lender to the Borrower on the Maturity Date and, subject to the terms of the Specified Subordination Agreement, on such

other dates and in such other amounts as may be required from time to time pursuant to this Agreement. Subject to the terms

and conditions hereof, each Loan shall, from time to time from and after the date of such Loan (until paid), bear interest in accordance

with Section 2.6.

(b)

Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower

to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time,

including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement.

(c)

The Agent shall maintain the Register pursuant to Section 12.7(h), and a subaccount therein for each Lender, in which Register

and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest

due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of the Loans and (iii) both the amount

of any sum received by the Agent hereunder from the Borrower in respect of the Loans and each Lender’s share thereof.

(d)

The entries made in the Register maintained pursuant to paragraph (c) of this Section 2.2 and Section 12.7(h) shall, absent manifest

error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower

therein recorded; provided, however, that the failure of any Lender or the Agent to maintain the Register or any account,

as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Loans (and all other amounts

owing with respect thereto) made to the Borrower by the Lenders in accordance with the terms of this Agreement. In the event

of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Agent in respect of such

matters, the accounts and records of the Agent shall control in the absence of manifest error.

(e)

The Borrower agrees that, upon written request to the Agent by any Lender, the Borrower will execute and deliver, to such Lender,

at the Borrower’s own expense, a Note evidencing the outstanding Loans owing to such Lender.

2.3

Requests for Loans.

(a)

With respect to the Restatement Date Term Loan, the Borrower shall deliver to the Agent a Request for Loan fully executed by an

Authorized Signer no later than 2 Business Days prior to the Restatement Date (or such shorter period as the Agent may agree in writing

in its sole discretion). With respect to the Third Amendment Incremental Term Loan, the Borrower shall deliver to the Agent

a Request for Loan fully executed by an Authorized Signer no later than 2 Business Days prior to the Third Amendment Effective Date (or

such shorter period as the Agent may agree in writing in its sole discretion). Following the Third Amendment Effective Date,

whenever the Borrower desires that Lenders make a Term Loan (other than the Restatement Date Term Loan and the Third Amendment Incremental

Term Loan), the Borrower shall deliver to the Agent a fully executed and delivered Request for Loan (which shall specify the principal

amount of the proposed Loan and the proposed date of such Loan, which must be a Business Day) no later than 10:00 a.m. (New York City

time) at least 10 days in advance of the proposed Credit Date. Except as otherwise provided herein, a Request for Loan for

a Term Loan shall be irrevocable on and after the date of receipt by the Agent, and the Borrower shall be bound to make a borrowing in

accordance therewith. Promptly upon receipt by the Agent of any Request for Loan, the Agent shall notify each Lender of the

proposed borrowing. The Agent and Lenders (i) may act without liability upon the basis of written or facsimile notice believed

by the Agent in good faith to be from the Borrower (or from any Authorized Signer), (ii) shall be entitled to rely conclusively on

any Authorized Signer’s authority to request a Term Loan on behalf of the Borrower until the Agent receives written notice to the

contrary, and (iii) shall have no duty to verify the authenticity of the signature appearing on any written Request for Loan.

(b)

Each Lender shall make its Term Loan available to the Agent not later than 12:00 p.m. (New York City time) on the applicable Credit

Date, by wire transfer of same day funds in Dollars, at the Agent’s Principal Office. Upon satisfaction or waiver of

the conditions precedent specified herein, the Agent shall make the proceeds of the Term Loans available to the Borrower on the applicable

Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Agent from Lenders

to be credited to the account of the Borrower designated in writing to the Agent by the Borrower.

(c)

A Request for Loan, once delivered to the Agent, shall not be revocable by the Borrower and shall constitute a certification by

the Borrower as of the date thereof that:

(i)

all conditions to the making of Loans set forth in Sections 4.1 and/or 4.2, as applicable, of this Agreement have been satisfied,

and shall remain satisfied to the date of such Loan (both before and immediately after giving effect to such Loan);

(ii)

at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event

of Default has occurred and is continuing or would result from the making of the Loan to be made; and

(iii)

the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and

correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties

that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which

representations and warranties shall be true and correct in all respects subject to such qualification) as of the date of the

making of such Loan

to the same extent as though made on and as of that date (both before and immediately after giving effect to such Loan), except to the

extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall

have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations

or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text

thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such

earlier date.

2.4

Disbursement of Loans. Unless the Agent shall have been notified in writing

by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to the Agent the amount of such Lender’s

Loan requested on such Credit Date, the Agent may assume that such Lender has made such amount available to the Agent on such Credit Date

and the Agent may but shall not be obligated to, make available to the Borrower a corresponding amount on such Credit Date. If

such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such corresponding

amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid

to the Agent, at the customary rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at

the rate specified in Section 2.6(a). If such Lender does not pay such corresponding amount forthwith upon the Agent’s

demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the

Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Agent, at the rate

specified in Section 2.6(a). Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill

its Term Loan Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default

by such Lender hereunder.

2.5

Fees. The Borrower agrees to pay to the Agent all fees payable by it in

the Fee Letter in the amounts and at the times specified therein.

2.6

Interest Payments; Default Interest.

(a)

Subject to the terms of this Agreement, at the option of the Borrower, the Term Loan (including, without limitation, the Term Loan

PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Except as otherwise

set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether

by acceleration or otherwise) thereof as follows:

(i)

each portion of the Term Loan that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time

outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin;

(ii)

each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time outstanding,

from the date of the Term Loan until repaid, at a rate per annum equal to Adjusted Term SOFR for the Interest Period in effect for the

Term Loan (or such portion thereof) plus the Applicable Margin;

(iii)

in the case of Incremental Term Loans, at the rate set forth in the Joinder Agreement; provided that, for the avoidance

of doubt, the Third Amendment Incremental Term Loan shall constitute part of the Term Loan for all purposes of this Section 2.6; and

(iv)

interest on each Term Loan shall be due and payable in cash, in arrears, on each Interest Payment Date; provided that, solely

during the Term Loan PIK Option Period, so long as

no Event of Default

has occurred and is continuing, such interest may be paid-in-kind by capitalizing such interest and adding the amount of such capitalized

interest to the then outstanding principal amount of the applicable Term Loan (the “Term Loan PIK Option”). As of the

Second Amendment Effective Date, the Borrower has elected to exercise the Term Loan PIK Option with respect to the Term Loans outstanding

as of the Second Amendment Effective Date for each Interest Payment Date occurring during the Term Loan PIK Option Period, provided that

the Borrower may pay interest in cash on any such Term Loans during the Term Loan PIK Option Period (the “Term Loan Cash Option”)

by providing the Agent with written notice of its election to exercise the Term Loan Cash Option at least fifteen (15) Business Days (or

such shorter period as the Agent may agree in writing in its sole discretion) in advance of the applicable Interest Payment Date. If (x)

the Borrower has timely delivered notice of its election to exercise the Term Loan Cash Option or (y) an Event of Default has occurred

and is continuing on an Interest Payment Date, then, in either case, all interest due and payable on such Interest Payment Date for such

Term Loan shall be due and payable in cash and be paid no later than five (5) Business Days after such Interest Payment Date. Any interest

to be so capitalized pursuant to this clause (iv) shall be capitalized on each designated Interest Payment Date and added to the then

outstanding principal amount of the applicable Term Loan and, thereafter, shall bear interest as provided hereunder as if it had originally

been part of the outstanding principal of such Term Loan.

(b)

[Reserved].

(c)

Interest on each Loan shall be payable (i) as set forth in clause (a) above; (ii) upon any prepayment of that Loan, whether voluntary

or mandatory, to the extent accrued on the amount of principal being prepaid; and (iii) on the Maturity Date. Whenever any payment under

this Section 2.6 shall become due on a day which is not a Business Day, the date for payment thereof shall be extended to the next Business

Day. Interest shall be computed on the basis of a 360 day year, in each case for the actual number of days elapsed in the period

during which it accrues.

(d)

Upon the occurrence and during the continuance of an Event of Default, the principal (including the Term Loan PIK Amount) amount

of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts

owed hereunder (including the Prepayment Premium), shall thereafter automatically bear interest (including post-petition interest in any

proceeding under the Bankruptcy Code or other applicable bankruptcy laws), from the date such Event of Default occurred until the date

such Event of Default is cured or waived in writing in accordance herewith, payable on demand at a rate that is 2% per annum in excess

of the interest rate otherwise payable hereunder with respect to the applicable Loans (“Post-Default Rate”). Payment

or acceptance of the increased rates of interest provided for in this Section 2.6(d) is not a permitted alternative to timely payment

and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Agent or any Lender.

2.7

Optional Prepayments.

(a)

Subject to the terms of the Specified Subordination Agreement, with respect to the Term Loan, the

Borrower may prepay the Term Loan on any Business Day, in whole or in part, in an aggregate minimum amount of $5,000,000 and integral

multiples of $1,000,000 in excess of that amount, subject to the payment of the Prepayment Premium to the extent payable in accordance

with the terms of the Fee Letter.

(b)

All such prepayments shall be made upon not less than 10 Business Days’ (or such shorter period as the Agent may agree in

writing in its sole discretion) prior written notice to the Agent by 10:00 a.m. (New York time) on the date required. Upon

the giving of any such notice, the

principal amount of

the Term Loan specified in such notice shall become due and payable on the prepayment date specified therein.

2.8

Mandatory Repayment of Loans.

(a)

Asset Sales. Subject to the terms of the Specified Subordination Agreement, no later than the third Business

Day following the date of receipt by any Credit Party of any Net Cash Proceeds from Asset Sales (excluding Asset Sales permitted under

Section 7.4 other than Section 7.4(n)) in excess of $1,000,000 in the aggregate in any Fiscal Year, the Borrower shall prepay the Loans

as set forth in Section 2.9(a) in an aggregate amount equal to such Net Cash Proceeds; provided, so long as (i) no Event of Default

shall have occurred and be continuing, (ii) the Borrower has delivered the Agent prior written notice of the Borrower’s intention

to apply such monies (the “Reinvestment Amounts”) to the costs of replacement of the properties or assets that are

the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the Borrower,

(iii) the monies are held in a deposit account in which the Agent has a perfected security interest, and (iv) the Borrower completes such

replacement, purchase, or construction within 180 days after the initial receipt of such monies, the Borrower shall have the option to

apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase

or construction of other assets useful in the business of the Borrower unless and to the extent that such applicable period shall have

expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral

account shall be paid to the Agent and applied in accordance with Section 2.9(a). Nothing contained in this Section 2.8(a)

shall permit the Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section

7.4.

(b)

Insurance/Condemnation Proceeds. Subject to the terms of the Specified Subordination Agreement, no later than

the third Business Day following the date of receipt by any Credit Party, or the Agent as loss payee, of any Net Cash Proceeds from insurance

or any condemnation, taking or other casualty in excess of $1,000,000 in the aggregate in any Fiscal Year, the Borrower shall prepay the

Loans in an aggregate amount equal to such Net Cash Proceeds; provided, so long as (i) no Event of Default shall have occurred

and be continuing, (ii) the Borrower has delivered the Agent prior written notice of the Borrower’s intention to apply the Reinvestment

Amounts to the costs of replacement of the properties or assets that are the subject of such condemnation, taking or other casualty or

the cost of purchase or construction of other assets useful in the business of the Borrower, (iii) the monies are held in a deposit account

in which the Agent has a perfected security interest, and (iv) the Borrower completes such replacement, purchase, or construction within

180 days after the initial receipt of such monies, the Borrower shall have the option to apply such monies to the costs of replacement

of the assets that are the subject of such condemnation, taking or other casualty or the costs of purchase or construction of other assets

useful in the business of the Borrower unless and to the extent that such applicable period shall have expired without such replacement,

purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to

the Agent and applied in accordance with Section 2.9(a).

(c)

Issuance of Debt. Subject to the terms of the Specified Subordination Agreement, on the date of receipt by any

Credit Party of any cash proceeds from the incurrence of any Debt of any Credit Party (other than with respect to any Debt permitted to

be incurred pursuant to Section 7.1), the Borrower shall prepay the Loans in accordance with Section 2.9(a) in an aggregate amount equal

to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith,

in each case, paid to non-Affiliates, including reasonable legal fees and expenses.

(d)

Prepayment Notice and Certificate.

(i)

The Borrower shall provide written notice to the Agent of the anticipated date of any prepayment of the Loans (which notice is

not required to include the amount of such prepayment) pursuant to Sections 2.8(a) through 2.8(c) at least 10 Business Days (or such shorter

period as the Borrower and Agent may agree) prior to such prepayment.

(ii)

Concurrently with any prepayment of the Loans pursuant to Sections 2.8(a) through 2.8(c), the Borrower shall deliver to the Agent

a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable cash proceeds and compensation owing

to Lenders under the Fee Letter. In the event that the Borrower shall subsequently determine that the actual amount received

exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans, and the Borrower

shall concurrently therewith deliver to the Agent a certificate of a Responsible Officer demonstrating the derivation of such excess.

2.9

Application of Payments.

(a)

(i) Any prepayment of the Term Loan pursuant to Section 2.7 and (ii) except in connection with any Waivable Mandatory Prepayment

provided for in Section 2.9(b), so long as no Application Event has occurred and is continuing, any mandatory prepayment of any Loan pursuant

to Section 2.8, in each case, shall be applied as follows:

(i)

first, to ratably prepay the principal (including the Term Loan PIK Amount with respect thereto) of the Third Amendment

Incremental Term Loan until paid in full; and

(ii)

second, to ratably prepay the principal (including the Term Loan PIK Amount with respect thereto) of the Term Loan (other

than the Third Amendment Incremental Term Loan) until paid in full.

(b)

Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment

(a “Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required

Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the

Agent in writing of the amount of such prepayment by 2:00 p.m. (New York City time) on such date, and the Agent will promptly thereafter

notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment

and such Lender’s option to decline such amount. Each such Lender may exercise such option by giving written notice to

the Borrower and the Agent of its election to do so on or before 2:00 p.m. (New York City time) on the first Business Day prior to the

Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Agent of its election to exercise

such option on or before 2:00 p.m. (New York City time) on the first Business Day prior to the Required Prepayment Date shall be deemed

to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to

the Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the

Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such

Lenders (which prepayment shall be applied in accordance with Section 2.9(a)), and (ii) to the extent of any excess, to the Borrower for

working capital and general corporate purposes.

(c)

At any time an Application Event has occurred and is continuing, all payments shall be applied pursuant to Section 9.2. Nothing

contained herein shall modify the provisions of the Fee Letter or Section 9.1(c) regarding the requirement that all prepayments be accompanied

by accrued

interest and fees and

premiums (including the Prepayment Premium) on the principal amount being prepaid to the date of such prepayment, or any requirement otherwise

contained herein to pay all other amounts as the same become due and payable.

2.10

Use of Proceeds of Loans. The proceeds of the Restatement Date Term Loan

made on the Restatement Date shall be used by the Borrower for general working capital purposes of the Borrower and to pay fees and expenses

related to this Agreement and the Restatement Date Transactions. The proceeds of the Third Amendment Incremental Term Loans made on the

Third Amendment Effective Date shall be used by the Borrower for working capital and other general corporate purposes of the Borrower

and to pay fees and expenses related to the Third Amendment.

2.11

Incremental Facilities.

(a)

Subject to Section 2.11(b), the Borrower may by written notice to Agent elect to request the establishment of one or more Incremental

Term Loan commitments (the “Incremental Term Loan Commitments”), in an aggregate amount of up to $10,000,000. After

giving effect to the incurrence of the Third Amendment Incremental Term Loans, the Borrower shall have no remaining capacity to incur

Incremental Term Loan Commitments and Incremental Term Loans under this Section 2.11; provided that, upon any optional prepayment

of the Third Amendment Incremental Term Loans, such capacity shall be reinstated on a dollar-for-dollar basis in an amount equal to the

principal amount of such Third Amendment Incremental Term Loans so prepaid, and upon optional prepayment in full of the Third Amendment

Incremental Term Loan, such capacity shall be fully restored. Each such notice shall specify the date (an “Increased Amount Date”)

on which the Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 30 days

after the date on which such notice is delivered to the Agent. The opportunity to commit to provide all or a portion of the

Incremental Term Loan Commitment shall be offered by the Borrower to any Eligible Incremental Lenders. To the extent any Eligible

Incremental Lenders have provided a commitment to provide such Incremental Term Loan Commitment, the Borrower shall provide a copy of

such commitment letter to the Agent for distribution to the existing Lenders and offer the existing Lenders the opportunity to provide

such Incremental Term Loan Commitment on the same terms as set forth in such commitment letter (the date the Agent receives such commitment

letter, the “Notice Date”). If the existing Lenders have not agreed in writing to provide such Incremental

Term Loan Commitment within 15 days of the Notice Date, then the Eligible Incremental Lenders may provide the Incremental Term Loan Commitment

on the terms of such commitment letter and subject to this Section 2.11. Any existing Lender approached to provide all or a

portion of such Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide such Incremental Term Loan

Commitment.

(b)

Such Incremental Term Loan Commitments shall become effective, as of such Increased Amount Date, subject to the satisfaction of

each of the following conditions:

(i)

[reserved];

(ii)

the Agent has obtained the commitment of one or more Incremental Term Loan Lenders to provide the applicable Incremental Term Loan

and any such Incremental Term Loan Lenders, the Borrower and the Agent have signed an amendment to this Agreement pursuant to which such

Incremental Term Loan Lenders agree to make, subject to the terms of this Agreement, a term loan to the Borrower (an “Incremental

Term Loan”) in an amount equal to its Incremental Term Loan Commitment and to otherwise evidence such Incremental Term Loan,

in form and substance reasonably satisfactory to the Agent (each, a “Joinder Agreement”);

(iii)

no Default or Event of Default shall exist on such Increased Amount Date;

(iv)

the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents shall be true

and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties

that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which

representations and warranties shall be true and correct in all respects subject to such qualification) as of such Increased Amount Date

to the same extent as though made on and as of that date (both before and immediately after giving effect to such Loan), except to the

extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall

have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations

or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text

thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such

earlier date; and

(v)

the Borrower shall have reached agreement with the lenders making the Incremental Term Loan (the “Incremental Term

Loan Lenders”) with respect to the interest margins applicable to such Incremental Term Loan (which interest margins may

be higher than, equal to, or lower than the interest margins applicable to the Term Loan set forth in this Agreement immediately prior

to the date of the making of such Incremental Term Loan, as applicable) and shall have communicated the amount of such interest margins

to the Agent. Anything to the contrary contained herein notwithstanding, if the all in yield (including interest margins, interest

floors, original issue discount, closing fees or other similar yield related discounts based on an assumed four-year to life maturity,

but excluding any arrangement, underwriting or similar fees that are not shared with all of the Lenders or prospective lenders) (the “All

In Yield”) that is to be applicable to such Incremental Term Loan is 50 basis points or more higher than the All In Yield

applicable to the Term Loans hereunder immediately prior to the applicable Increased Amount Date (the amount by which the interest margins

are higher, the “Excess”), then the All In Yield applicable to each applicable Class of Term Loans immediately prior

to the Increased Amount Date shall be increased by the amount of the Excess minus 50 basis points, effective on the applicable Increased

Amount Date, and without the necessity of any action by any party hereto.

(c)

The Incremental Term Loan Lender shall make an Incremental Term Loan subject to the satisfaction of each of the following conditions:

(i)

each of the conditions set forth in Section 4.2 shall have been satisfied on the applicable Credit Date; and

(ii)

any such Incremental Term Loan shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above

such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the

Incremental Term Loan Commitments available at such time).

(d)

On any Increased Amount Date on which any Incremental Term Loan Commitments of any tranche are effective, subject to the satisfaction

of the foregoing terms and conditions, each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental

Term Loan Commitment and the Incremental Term Loans made pursuant thereto. Any Incremental Term Loans made on an Increased

Amount Date shall be designated a separate Class for all purposes of this Agreement.

(e)

The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments shall be, except as otherwise set

forth herein or in a Joinder Agreement, identical to the Term Loan immediately prior to the making of such Incremental Term Loan. Each

such Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents

as may be necessary or appropriate, in the reasonable opinion of Agent, to effect the provision of this Section 2.11. All Incremental

Term Loans shall be secured on a pari passu basis with the Term Loans, shall not be secured by a Lien on any assets of the Borrower

or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors.

2.12

SOFR Option.

(a)

The Borrower may, at any time and from time to time, so long as no Default or Event of Default has occurred and is continuing,

elect to have interest on all or a portion of the Loans be charged at a rate of interest based upon Adjusted Term SOFR (the “SOFR

Option”) by notifying the Agent prior to 11:00 a.m. (New York City time) at least three Business Days prior to (i) the proposed

borrowing date of a Loan (as provided in Section 2.3), (ii) in the case of the conversion of a Reference Rate Loan to a SOFR Loan, the

commencement of the proposed Interest Period or (iii) in the case of the continuation of a SOFR Loan as a SOFR Loan, the last day of the

then current Interest Period (the “SOFR Deadline”). Notice of the Borrower’s election of the SOFR

Option for a permitted portion of the Loans and an Interest Period pursuant to this Section 2.12(a) shall be made by delivery to the Agent

of (A) a Request for Loan (in the case of the initial making of a Loan) in accordance with Section 2.3 or (B) a SOFR Notice prior to the

SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, the Agent shall provide a copy thereof to each of the Lenders. Each

SOFR Notice shall be irrevocable and binding on the Borrower. For the avoidance of doubt, (i) the first Interest Period for the Term Loans

shall commence on the Restatement Date and end on the last Business Day of the Fiscal Quarter in which the Restatement Date occurs (such

Interest Period, the “Stub Period”) and (ii) interest that accrues during the Stub Period shall be due and payable

on the Interest Payment Date for the immediately succeeding Interest Period after the Stub Period. Notwithstanding anything to the contrary

herein, the Third Amendment Incremental Term Loans will initially be SOFR Loans with an Interest Period equal to the unexpired portion

of the Interest Period applicable to the Term Loans in effect immediately prior to the Third Amendment Effective Date.

(b)

Interest on SOFR Loans shall be payable in accordance with Section 2.6(a). On the last day of each applicable Interest

Period, unless the Borrower properly have exercised the SOFR Option with respect thereto, the interest rate applicable to such SOFR Loans

automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At

any time that a Default or an Event of Default has occurred and is continuing, the Borrower no longer shall have the option to request

that any portion of the Loans bear interest at Adjusted Term SOFR and the Agent shall have the right to convert the interest rate on all

outstanding SOFR Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder on the last day of the

then current Interest Period.

(c)

Notwithstanding anything to the contrary contained in this Agreement, the Borrower (i) shall have not more than five (5) SOFR Loans

in effect at any given time, and (ii) only may exercise the SOFR Option for SOFR Loans of at least $500,000 and integral multiples of

$100,000 in excess thereof.

(d)

The Borrower may prepay SOFR Loans at any time; provided, however, that in the event that SOFR Loans are prepaid on any date that

is not the last day of the Interest Period applicable thereto, including as a result of any mandatory prepayment pursuant to Section 2.8

or any application of payments or proceeds of Collateral in accordance with Section 9.2 or for any other reason, including early

termination of the term

of this Agreement or acceleration of all or any portion of the Indebtedness pursuant to the terms hereof, the Borrower shall indemnify,

defend and hold the Agent and the Lenders and their participants harmless against any and all Funding Losses (as defined below) in accordance

with Section 2.13.

(e)

In connection with the use or administration of Term SOFR, the Agent will have the right to make Conforming Changes from time to

time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes

will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The

Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration

of Term SOFR. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their participants,

is required actually to match fund any Obligation as to which interest accrues at Adjusted Term SOFR or the Term SOFR Reference Rate.

(f)

Subject to clause (g) below, if on or prior to the first day of any Interest Period for any SOFR Loan,

(i)

the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR”

cannot be determined pursuant to the definition thereof, or

(ii)

the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a

continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately

and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such

determination to the Agent,

then the Agent shall give written notice to the

Borrower and to the Lenders as soon as practicable thereafter.

Upon notice thereof by the Agent

to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert

Reference Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the

Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion

to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower

will be deemed to have converted any such request into a request for a borrowing of or conversion to Reference Rate Loans in the amount

specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Reference Rate Loans at the

end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount

so converted, together with any additional amounts required pursuant to Section 2.13. Subject to Section 2.12(g), if the Agent determines

(which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined

pursuant to the definition thereof on any given day, the interest rate on Reference Rate Loans shall be determined by the Agent without

reference to clause (c) of the definition of “Reference Rate” until the Agent revokes such determination.

(g)

Benchmark Replacement.

(i)

Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event,

the Agent and the Borrower may

amend this Agreement

to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition

Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Agent has posted such proposed

amendment to all affected Lenders and the Borrower so long as the Agent has not received, by such time, written notice of objection to

such amendment from Lenders comprising the Majority Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant

to this Section 2.12(g)(i) will occur prior to the applicable Benchmark Transition Start Date. No swap agreement shall be deemed to be

a “Loan Document” for purposes of this Section 2.12(g).

(ii)

In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Agent will have the right

to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments

implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement

or any other Loan Document.

(iii)

The Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the

effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The

Agent will notify the Borrower of (1) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.12(g)(iv) and (2)

the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent

or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12(g), 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 2.12(g).

(iv)

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), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1)

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 Agent in its reasonable discretion or (2) 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 not or will not be representative, then the Agent

may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after

such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either

(1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or

is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement),

then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings

at or after such time to reinstate such previously removed tenor.

(v)

Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any

pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark

Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing

of or conversion to Reference Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current

Benchmark is not an

Available Tenor, the

component of Reference Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in

any determination of Reference Rate.

2.13

Funding Losses. In the event of (a) the payment of any principal of any

SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of a Default or an Event of Default

or any mandatory prepayment required pursuant to Section 2.8), (b) the conversion of any SOFR Loan other than on the last day of the Interest

Period applicable thereto (including as a result of a Default or an Event of Default), (c) the failure to borrow, convert, continue or

prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any SOFR Loan other than

on the last day of the Interest Period applicable thereto as a result of a request by the Borrower or the Agent pursuant to Section 12.11,

then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense (“Funding Losses”)

attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees

payable. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section

2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the

amount shown as due on any such certificate upon demand after receipt thereof.

2.14

Impracticability or Illegality.

(a)

[Reserved].

(b)

If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that

it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference

to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR

Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Agent) (an “Illegality

Notice”), (i) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert

Reference Rate Loans to SOFR Loans, shall be suspended, and (ii) the interest rate on which Reference Rate Loans shall, if necessary to

avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Reference Rate”, in

each case until each affected Lender notifies the Agent and the Borrower that the circumstances giving rise to such determination no longer

exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any

Lender (with a copy to the Agent), prepay or, if applicable, convert all SOFR Loans to Reference Rate Loans (the interest rate on which

Reference Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition

of “Reference Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain

such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day, in each

case until the Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge

interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or

conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required

pursuant to Section 2.13.

(c)

The obligations of the Credit Parties under this Section 2.14 shall survive the termination of this Agreement and the payment of

the Loans and all other amounts payable hereunder.

3. [INTENTIONALLY OMITTED].

4. CONDITIONS.

4.1

Conditions to Effectiveness. The effectiveness of this Agreement and the

obligations of the Lenders to make the Restatement Date Term Loan pursuant to this Agreement on the Restatement Date are subject to the

following conditions:

(a)

Notes, this Agreement and the other Loan Documents. The Borrower shall have executed and delivered to the Agent

for the account of each Lender requesting Notes, the Notes; the Borrower, the Agent, and each Lender shall have executed and delivered

this Agreement; and the Borrower and each Guarantor shall have executed and delivered the other Loan Documents to which the Borrower or

such Guarantor is required to be a party (including all schedules and other documents to be delivered pursuant hereto); and such Notes

(if any), this Agreement and the other Loan Documents shall be in full force and effect in accordance with the terms of the Disbursement

Letter.

(b)

Corporate Authority. The Agent shall have received, from the Borrower and each Guarantor, a certificate of its

Secretary, Assistant Secretary or Chief Operating Officer, dated as of the Restatement Date, as to:

(i)

corporate resolutions (or the equivalent) of the Borrower and each Guarantor authorizing the transactions contemplated by this

Agreement and the other Loan Documents, approving this Agreement and the other Loan Documents, in each case to which the Borrower and

each such Guarantor is party, and authorizing the execution and delivery of this Agreement and the other Loan Documents, and in the case

of the Borrower, authorizing the execution and delivery of requests for Loans hereunder,

(ii)

the incumbency and signature of the officers or other authorized persons of the Borrower and each Guarantor executing any Loan

Document and in the case of the Borrower, the officers who are authorized to execute any Requests for Loan,

(iii)

a certificate of good standing or continued existence (or the equivalent thereof) from the state of its incorporation or formation,

and from every state or other jurisdiction where the Borrower and each Guarantor is qualified to do business (but only to the extent the

failure to be so qualified could reasonably be expected to result in a Material Adverse Effect), which jurisdictions are listed on Schedule

4.1(b) attached hereto, and

(iv)

copies of such articles of incorporation and bylaws or other constitutional documents of the Borrower and each Guarantor, as in

effect on the Restatement Date.

(c)

Collateral Documents, Guaranties and other Loan Documents. The Agent shall have received the following documents,

each in form and substance satisfactory to the Agent and fully executed by each party thereto:

(i)

The following Collateral Documents, each in form and substance acceptable to the Agent and fully executed by each party thereto

and dated as of the Restatement Date:

(A)

the Reaffirmation Agreement, executed and delivered by the Borrower and each Guarantor;

(B)

the Perfection Certificate, duly executed by the Borrower;

(C)

the Security Agreement;

(D)

the Assignment of Business Interruption Insurance Policy; and

(E)

an Irish law deed of confirmation in respect of the amended and restated Irish law share charge dated 23 November 2021 between

the Borrower and the Agent (the “Irish Deed of Confirmation”);

(ii)

the Fee Letter, executed and delivered by the Agent and the Borrower and dated as of the Restatement Date;

(iii)

(A) Certified copies of uniform commercial code requests for information, or a similar search report certified by a party acceptable

to the Agent, dated a date reasonably prior to the Restatement Date, listing all effective financing statements in the jurisdiction noted

on Schedule 4.1(c)(iii) which name the Borrower or any Guarantor (under their present names or under any previous names used within five

(5) years prior to the Restatement Date) as debtors, together with (x) copies of such financing statements, and (y) authorized Uniform

Commercial Code (Form UCC-3) termination statements, if any, necessary to release all Liens and other rights of any Person in any Collateral

described in the Collateral Documents previously granted by any Person (other than Liens permitted by Section 7.2 of this Agreement) and

(B) intellectual property search reports results from the United States Patent and Trademark Office and the United States Copyright Office

for the Borrower and each Guarantor dated a date reasonably prior to the Restatement Date.

(iv)

Any documents (including, without limitation, financing statements, amendments to financing statements and assignments of financing

statements, stock powers executed in blank and any endorsements) requested by the Agent and reasonably required to be provided in connection

with the Collateral Documents to create, in favor of the Agent (for and on behalf of the Lenders), a perfected security interest in the

Collateral thereunder shall have been filed, registered or recorded, or shall have been delivered to the Agent in proper form for filing,

registration or recordation.

(d)

Insurance. The Agent shall have received evidence reasonably satisfactory to it that the Borrower and Guarantors

have obtained the insurance policies required by Section 6.5 hereof and that such insurance policies are in full force and effect (subject

to Section 4.3 with respect to required endorsements).

(e)

Schedules and Exhibits. The Agent shall have received (i) schedules to this Agreement, the Perfection Certificate, and the

Security Agreement and (ii) exhibits to this Agreement and the Security Agreement, in each case of the foregoing clauses (i) and (ii),

in form and substance reasonably satisfactory to the Agent (it being acknowledged that the form of the

schedules to this Agreement and the Perfection Certificate as agreed between the Agent and the Borrower as of the date of the Exchange

Agreement are satisfactory to the Agent).

(f)

Opinions of Counsel. The Borrower and Guarantors shall have furnished

to the Agent and the Lenders customary opinions of counsel to the Borrower and Guarantors, in each case dated the Restatement Date and

covering such matters as reasonably required by and otherwise reasonably satisfactory in form and substance to the Agent and each of the

Lenders. The Agent and the Lenders shall have received a customary opinion of Arthur Cox LLP, Irish counsel to the Agent dated the Restatement

Date and covering such matters as reasonably required by and otherwise reasonably satisfactory in form and substance to the Agent and

each of the Lenders (it being acknowledged that form of opinion provided by Arthur Cox dated 23 November 2021 is

satisfactory to the Agent and the Lenders); provided that if the

Lenders

fail to procure such opinion, the Borrower may cause the delivery of a customary opinion of another nationally recognized firm of counsel

in lieu thereof.

(g)

Payment of Fees. The Borrower shall have paid to the Agent all fees, costs or expenses due and outstanding to

the Agent or the Lenders as of the Restatement Date (including reasonable fees, disbursements and other charges of counsel to the Agent

payable under Section 12.4(a) hereof), in each case to the extent invoiced at least one Business Day prior to the Restatement Date.

(h)

Financial Statements. The Borrower shall have delivered to the Lenders and the

Agent, in form and substance satisfactory to the Agent: (a) audited financial statements of the Borrower for the Fiscal Year ended January

31, 2025, and presented in accordance with GAAP (it being acknowledged that the Agent and Lenders are in receipt of such audited financial

statements described in this clause (a)), and (b) unaudited financial statements of the Borrower for the most recently ended Fiscal Quarter

prior to the Restatement Date which are required to be delivered pursuant to Section 6.1(b) of the Existing Credit Agreement (collectively,

the “Financial Statements”) in form reasonably acceptable to the Agent.

(i)

Restatement Date Transactions. Each of the transactions set forth in the Exchange Agreement (including, without limitation,

the Exchange Transactions (as defined therein)) and the Purchase and Sale Agreement shall have been consummated in accordance with the

terms and conditions thereof.

(j)

Material Contracts. The Agent shall have received copies of all Material Contracts described on Schedule 5.18 hereto.

(k)

Governmental and Other Approvals. The Agent shall have received copies of all authorizations, consents, approvals,

licenses, qualifications or formal exemptions, filings, declarations and registrations with, any court, governmental agency or regulatory

authority or any securities exchange or any other person or party (whether or not governmental) received by the Borrower or any Guarantor

that, in each case, are necessary in connection with the transactions contemplated by the Loan Documents to occur on the Restatement Date.

(l)

Closing Certificate. The Agent shall have received a certificate of a Responsible Officer of the Borrower dated

the Restatement Date, stating that to the best of his or her respective knowledge after due inquiry, (i) the conditions set forth in Sections

4.2(b) and 4.2(d) have been satisfied; and (ii) since January 31, 2025, no Material Adverse Effect has occurred.

(m)

Solvency Certificate. The Agent shall have received a certificate of the chief financial officer of the Borrower,

certifying that the Borrower is Solvent (after giving effect to the making of the Restatement Date Term Loan and the other Restatement

Date Transactions).

Notwithstanding the foregoing,

the Agent and each Lender acknowledge that:

(1) the

form of any document or instrument required to be delivered pursuant to the foregoing shall be deemed satisfactory if such document or

instrument is in the form separately agreed with the Agent prior to execution and delivery of the Exchange Agreement or, if no such form

is agreed, in a form substantially consistent with the form of such document or instrument with respect to the Existing Credit Agreement

or, if no such form exists, in customary form reasonably acceptable to the Agent; and

(2) no

failure to create or perfect any security interest shall constitute a condition precedent

to the effectiveness of this

Agreement so long as the Security Agreement and Account Control Agreements in respect of each deposit accounts and securities accounts

(other than the Excluded Accounts) is executed and delivered by the Borrower and each Guarantor and the security interest under the Security

Agreement is perfected to the extent it is capable of perfection by the filing of a UCC-1 financing statement; provided that any other

document, instrument or action that would otherwise be required to create or perfect any security interest shall be delivered and/or complied

with by the Borrower within 30 days after the Restatement Date (or such later date as the Agent may agree).

4.2

Conditions to all Loans. The obligations of each Lender to make Loans (including

the Restatement Date Term Loan) shall be subject to the following conditions:

(a)

the Agent shall have received a fully executed Request for Loan;

(b)

at the time of and after giving effect to the making of such Loan and the application of the proceeds

thereof, (i) except in connection with consummation of the Restatement Date Transactions, no Default or (ii) Event of Default, in each

case has occurred and is continuing or would result from the making of the Loan to be made;

(c)

other than in connection with consummation of the Restatement Date Transactions, as of such Credit

Date, the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents shall be true

and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties

that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which

representations and warranties shall be true and correct in all respects subject to such qualification) as of the date of the making of

such Loan to the same extent as though made on and as of that date (both before and immediately after giving effect to such Loan), except

to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties

shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations

or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text

thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such

earlier date; and

(d)

solely in connection with consummation of the Restatement Date Transactions, (i) the Specified Representations shall be true and

correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties

that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which

representations and warranties shall be true and correct in all respects subject to such qualification) as of the Restatement Date as

though made at and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date

(in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier

shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or

“Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects

subject to such qualification) as of such earlier date) and (ii) each of the representations and warranties other than the Specified Representations

of the Credit Parties in this Agreement and the other Loan Documents shall be true and correct as of the Restatement Date as though made

at and as of such date, except to the extent that any such other representations and warranties expressly relate to an earlier date (in

which case such other representations and warranties shall be true and correct as of such earlier date), in each case of this clause (ii),

determined without regard to qualifications as to “materiality” or “Material Adverse Effect”, except that the

condition in this clause (ii) will be satisfied unless the failure of any such representations and warranties to be so true and correct

has resulted in, or could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. The

representations and

warranties made in connection

with the Restatement Date Transactions under the Loan Documents will be those required to be accurate pursuant to this clause (d).

4.3

Conditions Subsequent to Effectiveness. As an accommodation to the Credit

Parties, the Agent and the Lenders have agreed to execute this Agreement and to make the Restatement Date Term Loan on the Restatement

Date notwithstanding the failure by the Credit Parties to satisfy the conditions set forth below on or before the Restatement Date. In

consideration of such accommodation, the Credit Parties agree that, in addition to all other terms, conditions and provisions set forth

in this Agreement and the other Loan Documents, the Credit Parties shall satisfy each of the conditions subsequent set forth below on

or before the date applicable thereto (it being understood that (i) the failure by the Credit Parties to perform or cause to be performed

any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that

the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any

other Loan Document to be breached, the Majority Lenders hereby waive such breach for the period from the Restatement Date until the date

on which such condition subsequent is required to be fulfilled pursuant to this Section 4.3):

(a)

on or prior to the date that is thirty (30) days following the Restatement Date (or such later date as agreed to in writing by

the Agent in its sole discretion), the Borrower and each Guarantor shall have delivered to the Agent long form insurance endorsements

with respect to the Borrower’s and such Guarantor’s insurance policies, in form and substance satisfactory to the Agent, naming

the Agent as additional insured or lender’s loss payee thereunder, as applicable, and providing that such policy may be terminated

or cancelled (by the insurer or the insured thereunder) only upon 30 days’ prior written notice to the Agent (or 10 days prior written

notice in the case of nonpayment).

5. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and

warrants to the Agent and the Lenders as follows:

5.1

Corporate Authority. Each Credit Party is a corporation (or other business

entity) duly organized and existing in good standing under the laws of the state or jurisdiction of its incorporation or formation, as

applicable, and each Credit Party is duly qualified and authorized to do business as a foreign corporation in each jurisdiction where

the character of its assets or the nature of its activities makes such qualification and authorization necessary except where failure

to be so qualified or be in good standing could not reasonably be expected to have a Material Adverse Effect. Each Credit Party has all

requisite corporate, limited liability or partnership power (as applicable) and authority to own all its property (whether real, personal,

tangible or intangible or of any kind whatsoever) and to carry on its business.

5.2

Due Authorization. Execution, delivery and performance of this Agreement,

and the other Loan Documents, to which each Credit Party is party, and the issuance of the Notes by the Borrower (if requested) (i) are

within such Person’s corporate, limited liability or partnership power (as applicable), (ii) have been duly authorized by all necessary

action, (iii) are not in contravention of any Requirement of Law applicable to such Credit Party or the terms of such Credit Party’s

organizational documents, any Material Contract or the Senior Loan Documents or (iv) do not and will not result in or require the creation

of any Lien (other than pursuant to any Loan Document or Senior Loan Document) upon or with respect to any of its properties.

5.3

Good Title; Leases; Assets; No Liens.

(a)

Each Credit Party, to the extent applicable, has good and valid title (or, in the case of real property, good and marketable title)

to all assets owned by it, subject only to the Liens

permitted under Section

7.2 hereof, and each Credit Party has a valid leasehold or interest as a lessee or a licensee in all of its leased real property;

(b)

Schedule 5.3(b) hereto identifies all of the real property owned or leased, as lessee thereunder, by the Borrower or any Guarantor

on the Third Amendment Effective Date, including all warehouse or bailee locations;

(c)

The Credit Parties will collectively own or collectively have a valid leasehold interest in all assets that were owned or leased

(as lessee) by the Credit Parties immediately prior to the Restatement Date to the extent that such assets are necessary for the continued

operation of the Credit Parties’ businesses in substantially the manner as such businesses were operated immediately prior to the

Restatement Date;

(d)

Each Credit Party owns or has a valid leasehold interest in all real property necessary for its continued operations and, to the

best knowledge of the Borrower, no material condemnation, eminent domain or expropriation action has been commenced or threatened against

any such owned or leased real property;

(e)

There are no Liens on and no financing statements on file with respect to any of the assets owned by the Credit Parties, except

for the Liens permitted pursuant to Section 7.2 of this Agreement and any financing statements relating thereto; and

(f)

No Credit Party that is not the Borrower or a Guarantor holds or owns any assets that are material to the business of the Borrower

and its Subsidiaries nor any Intellectual Property (unless held by Rent the Runway Limited in the ordinary course of business for use

in fulfilling its obligations to Borrower in a manner substantially consistent with the Intercompany License Agreement as of the Restatement

Date).

5.4

Taxes. (i) All Tax returns and other reports required by applicable Requirements

of Law to be filed by any Credit Party have been timely filed (taking into account any extensions granted by the applicable Governmental

Authority) and (ii) all Taxes imposed upon any Credit Party or any property of any Credit Party which have become due and payable on or

prior to the Restatement Date have been paid, except (A) unpaid Taxes in an aggregate amount at any one time not in excess of $1,000,000,

(B) unpaid sales Taxes that are due and payable in the ordinary course of business and are not delinquent and (C) Taxes contested in good

faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate

reserves have been set aside for the payment thereof in accordance with GAAP on the Financial Statements.

5.5

No Defaults. No Credit Party is in default under or with respect to any

agreement, instrument or undertaking to which is a party or by which it or any of its property is bound which would cause or would reasonably

be expected to cause a Material Adverse Effect.

5.6

Enforceability of Agreement and Loan Documents. This Agreement and each

of the other Loan Documents to which any Credit Party is a party (including without limitation, each Request for Loan), have each been

duly executed and delivered by its duly authorized officers and constitute the valid and binding obligations of such Credit Party, enforceable

against such Credit Party in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy,

reorganization, insolvency, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditor’s rights, generally

and by general principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).

5.7

Compliance with Laws. (a) Except as disclosed on Schedule 5.7, each Credit

Party has complied with all applicable federal, state and local laws, ordinances, codes, rules, regulations and guidelines (including

consent decrees and administrative orders) including but not limited to Hazardous Material Laws, and is in compliance with any Requirement

of Law, except to the extent that failure to comply therewith could not reasonably be expected to have a Material Adverse Effect; and

(b) neither the extension of credit made pursuant to this Agreement or the use of the proceeds thereof by the Credit Parties will violate

any Anti-Terrorism Laws, including the United States Foreign Corrupt Practices Act of 1977, the Trading with the Enemy Act, as amended,

or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)

or any enabling legislation or executive order relating thereto, or The United and Strengthening America by providing appropriate Tools

Required to Intercept and Obstruct Terrorism (“USA Patriot Act”) Act of 2001, Public Law 10756, October 26, 2001 or Executive

Order 13224 of September 23, 2001 issued by the President of the United States (66 Fed. Reg. 49049 (2001)).

5.8

Non-contravention. The execution, delivery and performance of this Agreement

and the other Loan Documents (including each Request for Loan) to which each Credit Party is a party are not in contravention of the terms

of any indenture, agreement or undertaking to which such Credit Party is a party or by which it or its properties are bound where such

violation could reasonably be expected to have a Material Adverse Effect.

5.9

Litigation. Except as set forth on Schedule 5.9 hereto, there is no suit,

action, proceeding, including, without limitation, any bankruptcy proceeding or governmental investigation pending against or to the knowledge

of the Borrower, threatened in writing against any Credit Party (other than any suit, action or proceeding in which a Credit Party is

the plaintiff and in which no counterclaim or cross-claim against such Credit Party has been filed), or any judgment, decree, injunction,

rule, or order of any court, government, department, commission, agency, instrumentality or arbitrator outstanding against any Credit

Party, nor is any Credit Party in violation of any applicable order, injunction, decree or requirement of any governmental body or court

which (i) could in any of the foregoing events reasonably be expected to have a Material Adverse Effect or (ii) relates to this Agreement

or any other Loan Document.

5.10

Consents, Approvals and Filings, Etc. Except as set forth on Schedule 5.10

hereto, (a) no authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration

with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental)

is required in connection with the execution, delivery and performance: (i) by any Credit Party of this Agreement and any of the other

Loan Documents to which such Credit Party is a party or (ii) by the Credit Parties of the grant of Liens granted, conveyed or otherwise

established (or to be granted, conveyed or otherwise established) by or under this Agreement or the other Loan Documents, as applicable,

and (b) no material authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or

registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not

governmental) is otherwise necessary to the operation of its business, except in each case for (x) such matters which have been previously

obtained, and (y) such filings to be made concurrently herewith or promptly following the Restatement Date as are required by the Collateral

Documents to perfect Liens in favor of the Agent. All such authorizations, consents, approvals, licenses, qualifications, exemptions,

filings, declarations and registrations which have previously been obtained or made, as the case may be, are in full force and effect

and, to the best knowledge of the Borrower, are not the subject of any attack or threatened attack (in each case in any material respect)

by appeal or direct proceeding or otherwise.

5.11

Agreements Affecting Financial Condition. No Credit Party is party to any

agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material

Adverse Effect.

5.12

No Investment Company or Margin Stock. No Credit Party is an “investment

company” within the meaning of the Investment Company Act of 1940, as amended. No Credit Party is engaged principally, or as one

of its important activities, directly or indirectly, in the business of extending credit for the purpose of purchasing or carrying margin

stock. No Credit Party is or will be engaged in the business of extending credit for the purpose of purchasing or carrying margin stock

(within the meaning of Regulation T, U or X), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend

credit to others for the purpose of purchasing or carrying any margin stock or for any purpose that violates, or is inconsistent with,

the provisions of Regulation T, U and X. Terms for which meanings are provided in Regulation T, U and X of the Board of Governors of the

Federal Reserve System or any regulations substituted therefore, as from time to time in effect, are used in this paragraph with such

meanings.

5.13

ERISA. No ERISA Event or Foreign Benefit Event has occurred and, to the

knowledge of the Borrower, no ERISA Event or Foreign Benefit Event is reasonably expected to occur, except as would not reasonably be

expected to have a Material Adverse Effect when taken either individually or in the aggregate with all other such ERISA Events or Foreign

Benefit Events for which liability could be reasonably expected to occur. Each Pension Plan and Foreign Plan is being maintained

and funded in accordance with its terms and is in compliance with the requirements of the Internal Revenue Code and ERISA and other Requirements

of Law, except to the extent that failure to comply therewith could not, either individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

5.14

Conditions Affecting Business or Properties. Neither the respective businesses

nor the properties of any Credit Party is affected by any fire, explosion, accident, strike, lockout or other dispute, drought, storm,

hail, earthquake, embargo, Act of God, or other casualty which could reasonably be expected to have a Material Adverse Effect.

5.15

Environmental and Safety Matters. Except as set forth in Schedules 5.9,

5.10 and 5.15:

(a)

all facilities and property owned or leased by the Credit Parties are in compliance with all Hazardous Material Laws, except to

the extent that any non-compliance could not reasonably be expected to result in a Material Adverse Effect;

(b)

to the best knowledge of the Borrower, except as could not reasonably be expected to result in a Material Adverse Effect, there

have been no unresolved and outstanding past, and there are no pending or threatened:

(i)

claims, complaints, notices or requests for information received by any Credit Party with respect to any alleged violation of any

Hazardous Material Law, or

(ii)

written complaints, notices or inquiries to any Credit Party regarding potential liability of any Credit Parties under any Hazardous

Material Law; and

(c)

to the best knowledge of the Borrower, no conditions exist at, on or under any property now or previously owned or leased by any

Credit Party, in each case which, with the passage of time, or the giving of notice or both, are or would be reasonably likely to give

rise to liability under any Hazardous Material Law or create a significant adverse effect on the value of the property, except to the

extent that such condition

or liability could not reasonably be expected to result in a Material Adverse Effect.

5.16

Subsidiaries. Except as disclosed on Schedule 5.16 hereto as of the Restatement

Date, and thereafter, except as disclosed to the Agent in writing from time to time, no Credit Party has any Subsidiaries.

5.17

Adverse Agreements, Etc. No Credit Party or any of its Subsidiaries is a

party to any Contractual Obligation or subject to any restriction or limitation in any governing document or any judgment, order, regulation,

ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the

future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

5.18

Material Contracts. Schedule 5.18 attached hereto is an accurate and complete

list of all Material Contracts in effect on or as of the Restatement Date to which any Credit Party is a party or is bound. Each

such Material Contract is in full force and effect and is binding upon and enforceable against each Credit Party that is a party thereto

and, to the best knowledge of such Credit Party, all other parties thereto in accordance with its terms.

5.19

Insurance. Each Credit Party maintains all insurance required by Section

6.5.

5.20

Capital Structure. Schedule 5.20 attached hereto sets forth all issued and

outstanding Equity Interests of each Credit Party (other than the Borrower), including the number of authorized, issued and outstanding

Equity Interests of each Credit Party, the par value of such Equity Interests and the holders of such Equity Interests, all on and as

of the Restatement Date. All issued and outstanding Equity Interests of each Credit Party are duly authorized and validly issued, fully

paid, nonassessable, free and clear of all Liens (in the case of Liens on the Equity Interests of any Credit Party (other than the Borrower),

except for Liens in favor of (i) the Agent or (ii) the Senior Agent under the Senior Loan Documents) and such Equity Interests were issued

in compliance with all applicable state, federal and foreign laws concerning the issuance of securities. Except as disclosed

on Schedule 5.20, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings

for the purchase or acquisition from any Credit Party, of any Equity Interests of any Credit Party.

5.21

Accuracy of Information.

(a)

The audited financial statements for the fiscal year ended January 31, 2025, furnished to the Agent and the Lenders prior to the

Restatement Date fairly present in all material respects the financial condition of the Borrower and its respective Subsidiaries and the

results of their operations for the periods covered thereby, and have been prepared in accordance with GAAP. The projections and the other

pro forma financial information delivered to the Agent prior to the Restatement Date are based upon good faith estimates and assumptions

believed by management of the Borrower to be accurate and reasonable at the time made, it being recognized by the Lenders that such financial

information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by

such financial information may differ from the projected results set forth therein.

(b)

Since January 31, 2025, no Material Adverse Effect has occurred.

(c)

To the best knowledge of the Credit Parties, as of the Restatement Date, (i) the Credit Parties do not have any material contingent

obligations (including any liability for taxes) not disclosed by or reserved against in the opening balance sheet to be delivered hereunder

and (ii) there are

no unrealized or anticipated

losses from any present commitment of the Credit Parties which contingent obligations and losses in the aggregate could reasonably be

expected to have a Material Adverse Effect.

5.22

Solvency. (i) After giving effect to the consummation of the Restatement

Date Transactions and the other transactions contemplated by this Agreement and the other Loan Documents and (ii) after the Restatement

Date, before and after giving effect to each Loan, the Credit Parties, taken as a whole, will be Solvent. This Agreement is being executed

and delivered by the Borrower to the Agent and the Lenders in good faith and in exchange for fair, equivalent consideration. The Credit

Parties do not contemplate filing a petition in bankruptcy or for an arrangement or reorganization under the Bankruptcy Code or any similar

law of any jurisdiction now or hereafter in effect relating to any Credit Party, nor does any Credit Party have any knowledge of any threatened

bankruptcy or insolvency proceedings against a Credit Party.

5.23

Employee Matters. There are no strikes, slowdowns, work stoppages, unfair

labor practice complaints, grievances, arbitration proceedings or controversies pending or, to the best knowledge of the Borrower, threatened

in writing against any Credit Party by any employees of any Credit Party, other than non-material employee grievances or controversies

arising in the ordinary course of business and other grievances or controversies which could not reasonably be expected to have a Material

Adverse Effect. Set forth on Schedule 5.23 are all union contracts or agreements to which any Credit Party is party as of the Restatement

Date and the related expiration dates of each such contract.

5.24

Disclosure. Each Credit Party has disclosed to the Agent and the Lenders

all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually

or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither this Agreement nor any other Loan Document,

certificate, written information or report furnished or to be furnished by or on behalf of a Credit Party to the Agent or any Lender in

connection with any of the transactions contemplated hereby or thereby, contains a misstatement of material fact, or omits to state a

material fact required to be stated in order to make the statements contained herein or therein, taken as a whole, not materially misleading

in the light of the circumstances under which such statements were made. There is no fact, other than information known to

the public generally, known to any Credit Party after diligent inquiry, that could reasonably be expect to have a Material Adverse Effect

that has not expressly been disclosed to the Agent in writing.

5.25

Corporate Documents and Corporate Existence. As to the Borrower and any

Guarantor, (a) it is an organization as described on Schedule 1.1 hereto and has provided the Agent and the Lenders with complete and

correct copies of its articles of incorporation, by-laws and all other applicable charter and other organizational documents, and, if

applicable, a good standing certificate and (b) its correct legal name, business address, type of organization and jurisdiction of organization,

tax identification number and other relevant identification numbers are set forth on Schedule 1.1 hereto.

5.26

Anti-Money Laundering/Anti-Terrorism. Each Credit Party represents and warrants

that (i) no Covered Entity (in the case of clauses (b) and (c) of the definition of “Covered Entity,” to the knowledge of

the Credit Parties) (A) is a Sanctioned Person; (B), either in its own right or through any third party, (1) has any of its assets in

a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; (2) does business in or with, or derives any of

its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law;

or (3) engages in any dealings or transactions prohibited by, any Anti-Terrorism Laws.

5.27

EEA Financial Institution. Neither the Borrower nor any Guarantor is an

EEA Financial Institution.

5.28

Intellectual Property.

(a)

To the best of the Borrower’s knowledge, the Credit Parties own or have rights to use the Intellectual Property necessary

for the conduct of their businesses. To the best of the Borrower’s knowledge, each of the Copyrights, Trademarks and

Patents (in each case, as defined in the Security Agreement) owned by the Borrower is valid and enforceable, and no part of such Intellectual

Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to the Borrower that any part of such

Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause

a Material Adverse Effect.

(b)

The Credit Parties and any Person acting for or on behalf of the Credit Parties have complied with all Data Security Requirements,

except such non-compliance that could not reasonably be expected to result in a Material Adverse Effect.

5.29

Inbound Licenses. Except as disclosed on Schedule 5.29, the Borrower is

not a party to, nor is it bound by, any material inbound license or other material agreement the failure, breach, or termination of which

could reasonably be expected to cause a Material Adverse Effect, or that prohibits or otherwise restricts the Borrower from granting a

security interest in the Borrower’s interest in such license or any other property.

5.30

Use of Proceeds. The proceeds of the Loans shall be used in accordance with

Section 2.10.

5.31

Security Documents. The Security Agreement creates in favor of the Agent,

for the benefit of itself and the Lenders, a legal, valid, continuing and enforceable security interest in the Collateral, the enforceability

of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally

and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5.32

Customers and Suppliers. There exists no actual or threatened termination,

cancellation or limitation of, or modification to or change in, the business relationship between (i) any Credit Party, on the one

hand, and any customer or any group thereof, on the other hand, whose agreements with any Credit Party are individually or in the aggregate

material to the business or operations of such Credit Party, or (ii) any Credit Party, on the one hand, and any supplier or any group

thereof, on the other hand, whose agreements with any Credit Party are individually or in the aggregate material to the business or operations

of such Credit Party; and there exists no present state of facts or circumstances that could give rise to or result in any such termination,

cancellation, limitation, modification or change, except, in each case of this Section 5.32, where such termination, cancellation, limitation,

modification or change that could not reasonably be expected to result in a Material Adverse Effect.

5.33

Technology Security Systems.

(a)

Each Credit Party and each of its Subsidiaries has implemented and maintains adequate administrative,

physical, and technical security measures and procedures (consistent with industry standards for companies and businesses of similar size

in similar industries) to protect the confidentiality, integrity, and security of (i) its computers, computer systems, servers, hardware,

software, websites, databases, networks, and all other information technology equipment and systems, including any hosted locations and

other outsourced systems and processes (all of the foregoing in this clause (i), “Credit Party Systems”) and (ii) all

individually identifiable information, including sensitive and confidential information, accessed, collected, used, processed, stored,

transferred or disclosed by or on behalf of any Credit Party or any Subsidiary of any Credit Party (all such data and information referred

this clause (ii), “Credit Party Data”), in all cases including from theft, destruction, corruption, loss or unauthorized

use, access, interruption, deletion, alteration or modification by any Person except, in each case of this clause (a), as has not had,

and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Credit Party

Systems necessary to the operation of Credit Party’s business are operational in all material respects and have adequate backups

and disaster recovery arrangements that are at least reasonable and at least consistent with, as protective as, and no less rigorous than,

industry standards for companies and businesses of similar size in similar industries.

Without limiting the generality of the foregoing, each Credit Party and each of its Subsidiaries

(x) takes commercially reasonable efforts to securely store applicable equipment and software

that is material to its business, (y) utilizes industry-accepted virus and intrusion checking software and firewalls, and (z) limits access

to Credit Party Data to only those employees and agents who need such access for the conduct of the business of the Credit Parties and

their Subsidiaries.

(b)

No Credit Party or any Subsidiary of any Credit Party has experienced any (i) security incidents,

data breaches, intrusions or unauthorized access, use or compromise of any of the Credit Party Systems, (ii) unauthorized collection,

access, use, processing, loss, compromise, interruption, deletion, modification or disclosure of any Credit Party Data or trade secrets

of any Credit Party or any Subsidiary of any Credit Party or (iii) cyber, social engineering,

spoofing, phishing, ransom, viral or other attack, theft or intrusion (all of the foregoing clauses

(i), (ii) and (iii), “Security Breaches”) that has allowed an unauthorized

Person to access, copy, encrypt or otherwise use any Credit Party Data, in each case, which could

reasonably be expected to cause a Material Adverse Effect. Each Credit Party and each of its Subsidiaries is in material compliance

with all Requirements of Laws regarding the privacy or security of all Credit Party Data. Except as set forth on Schedule 5.33(b),

no Credit Party or any Subsidiary of any Credit Party has received or is aware of any notice, allegation, complaint or other communication,

and to the knowledge of the Credit Parties there is no pending investigation by any Governmental Authority or other Person regarding any

actual or possible material violation of any Requirements of Laws regarding the privacy or security of any Credit Party Data.

6. AFFIRMATIVE COVENANTS.

The Borrower covenants and

agrees, so long as any Lender has any commitment to extend credit hereunder, or any of the Indebtedness (including any Prepayment Premium)

remains outstanding and unpaid, that it will, and, as applicable, it will cause each of its Subsidiaries to:

6.1

Financial Statements. Furnish to the Agent, in form and detail satisfactory

to the Agent, with sufficient copies for each Lender, the following documents:

(a)

within one hundred twenty (120) days after the end of each Fiscal Year, a copy of the audited Consolidated financial statements

of the Borrower and its Consolidated Subsidiaries and the related audited Consolidated statements of income, stockholders equity, and

cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the

figures for the previous Fiscal Year, certified, in the case of the audited Consolidated financial statements and audited Consolidated

statements of income as being fairly stated in all material respects by an independent accounting firm reasonably acceptable to the Agent,

it being understood that any nationally recognized certified public accounting firm is satisfactory to the Agent, which report and opinion

shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the

scope of such audit other than any such qualification or exception that is solely with respect to, or resulting solely from, (x) an upcoming

maturity date under this Agreement or the Senior Credit Agreement occurring within one year from the time such report is delivered or

(y) any inability to satisfy the financial covenants set forth in the Senior Credit Agreement;

(b)

within forty-five (45) days after the end of each Fiscal Quarter (including the last Fiscal Quarter of each Fiscal Year which,

for such Fiscal Quarter, shall be a Borrower prepared draft subject to standard audit adjustments), (i) the Borrower prepared unaudited

Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such Fiscal Quarter and the related unaudited

statements of income and cash flows (and, upon the request of the Agent, if an Event of Default has occurred and is continuing, stockholders

equity) of the Borrower and its Consolidated Subsidiaries for the portion of the Fiscal Year through the end of such Fiscal Quarter, setting

forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, and (ii) a report reflecting

compliance with Section 7.16 (with reasonably detailed supporting information), in each case, certified by a Responsible Officer of the

Borrower as being fairly stated in all material respects; and

(c)

within thirty (30) days after the end of each month (or such later date as the Agent agrees in its sole discretion), (including

the last month of each Fiscal Quarter and each Fiscal Year, which, for such months, shall be a Borrower prepared draft subject to standard

audit adjustments), commencing with the first full month occurring after the Restatement Date, the Borrower prepared unaudited Consolidated

balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such month and the related unaudited statements of income

and cash flows (and, upon the request of the Agent, if an Event of Default has occurred and is continuing, stockholders equity) of the

Borrower and its Consolidated Subsidiaries for the portion of the Fiscal Year through the end of such Fiscal Month, setting forth in each

case in comparative form the figures for the corresponding periods in the previous Fiscal Year, and certified by a Responsible Officer

of the Borrower as being fairly stated in all material respects;

all such financial statements to be complete and

correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP consistently applied, throughout

the periods reflected therein and with prior periods (except as approved by a Responsible Officer of the Borrower and disclosed therein),

provided however that (i) the Consolidating financial statements delivered pursuant to clause (a) hereof, (ii) all the financial statements

delivered pursuant to clause (b) hereof will not be required to include footnotes and will be subject to change as a result of audit and

year-end adjustments and (iii) all the financial statements delivered pursuant to clause (c) hereof will not be required to include exhibits

and will be subject to change as a result of audit, quarterly and/or year-end adjustments.

Notwithstanding the foregoing, the obligations

in Section 6.1(a) and Section 6.1(b) may be satisfied with respect to financial information of the Borrower and its

Consolidated Subsidiaries by furnishing Form 10-K or 10-Q of the Borrower, as applicable, filed with the SEC; provided that to

the extent such information is in lieu of information required to be provided under Section 6.1(a), such materials are accompanied

by a report and opinion of the Borrower’s auditor or any other independent accounting firm reasonably acceptable to the Agent, it

being understood that any nationally recognized certified public accounting firm is satisfactory to the Agent, which report and opinion

shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the

scope of such audit other than any such qualification or exception that is solely with respect to, or resulting solely from, (x) an upcoming

maturity date under this Agreement or the Senior Credit Agreement occurring within one year from the time such report is delivered or

(y) any inability to satisfy the financial covenants set forth in the Senior Credit Agreement.

6.2

Certificates; Other Information. Furnish to the Agent, in form and detail

acceptable to the Agent, with sufficient copies for each Lender, the following documents:

(a)

Promptly upon receipt thereof, copies of all significant reports submitted by the Credit Parties’ firm(s) of certified public

accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal

control systems of the Credit

Parties made by such

accountants, including any comment letter submitted by such accountants to management in connection with their services;

(b)

Any financial reports, statements, press releases, other material information or written notices delivered to the Senior Agent,

the Senior Lenders or the holders of the Subordinated Debt pursuant to any Senior Loan Documents or any applicable Subordinated Debt Documents

(to the extent not otherwise required hereunder), as and when delivered to such Persons (including, without limitation, any compliance

certificate (or similar report) delivered pursuant to the Senior Credit Agreement);

(c)

Within sixty (60) days after the end of such Fiscal Year, projections for the Credit Parties for the Fiscal Year then in progress,

with the projections presented on a quarterly basis, including a balance sheet, as at the end of each relevant period and for the period

commencing at the beginning of the Fiscal Year and ending on the last day of such relevant period, such projections approved by the Borrower’s

board of directors and certified by a Responsible Officer of the Borrower as being believed to be reasonable estimates and assumptions

taking into account all facts and information known by a Responsible Officer of the Borrower;

(d)

Simultaneously with the delivery of the financial statements of the Credit Parties required by Section 6.1, if, as a result of

any change in accounting principles and policies from those used in the preparation of the Financial Statements, the Consolidated financial

statements of the Borrower delivered pursuant to Section 6.1 will differ from the Consolidated financial statements that would have been

delivered pursuant to such Section had no such change in accounting principles and policies been made, then, together with the first delivery

of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form

and substance satisfactory to the Agent;

(e)

Any additional information as required by any Loan Document, and such additional schedules, certificates and reports respecting

all or any of the Collateral, the items or amounts received by the Credit Parties in full or partial payment thereof, and any goods (the

sale or lease of which shall have given rise to any of the Collateral) possession of which has been obtained by the Credit Parties, all

to such extent as the Agent may reasonably request from time to time, any such schedule, certificate or report to be certified as true

and correct in all material respects by a Responsible Officer of the applicable Credit Party and shall be in such form and detail as the

Agent may reasonably specify;

(f)

Promptly upon the Agent’s request, a report of the cash account balances of the Credit Parties; and

(g)

Such additional financial and/or other information as the Agent or any Lender may from time to time reasonably request, promptly

following such request.

6.3

Payment of Taxes and Other Obligations.

(a)

Pay in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Credit Party or any

property of any Credit Party, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $1,000,000, and (ii) Taxes

contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect

to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

(b)

Pay, discharge or otherwise satisfy, at or before maturity or before they become delinquent, as the case may be, all of its material

obligations (other than obligations described in clause

(a) above) of whatever

nature, including without limitation all assessments, governmental charges, claims for labor, supplies, rent or other obligations, except

where the amount or validity thereof is currently being appropriately contested in good faith and reserves in conformity with GAAP with

respect thereto have been provided on the books of the Credit Parties.

6.4

Conduct of Business and Maintenance of Existence; Compliance with Laws.

(a)

Continue to engage in their respective business and operations substantially as conducted immediately prior to the Restatement

Date, except as otherwise permitted pursuant to Section 7.4 or as may be agreed by the Agent from time to time in its reasonable discretion;

(b)

Preserve, renew and keep in full force and effect its existence and maintain its qualifications to do business in each jurisdiction

where such qualifications are necessary for its operations, except as otherwise permitted pursuant to Section 7.4;

(c)

Take all action it deems necessary in its reasonable business judgment to maintain all rights, privileges, licenses and franchises,

and protect all algorithms, Software and customer lists, in each case as are necessary for the normal conduct of its business except where

the failure to so maintain such rights, privileges or franchises or so protect such algorithms, Software and customer lists could not,

either singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. If, despite the restrictions contained in

Section 7.3 and subject to the exceptions for Rent the Runway Limited set forth therein, any Subsidiary of the Borrower that is not the

Borrower or a Guarantor holds, acquires, exclusively licenses or develops material algorithms, material customer lists, or material Software,

the Borrower shall promptly cause (i) such Subsidiary to transfer such material algorithms, material customer lists, or material

Software and any rights thereto to the Borrower or a Guarantor and (ii) grant a perfected security interest in any such material algorithms, material

customer lists, or material Software in accordance with the requirements set forth in the Loan Documents and, provided that if Borrower

or a Guarantor complies with the foregoing sentence, such holding, acquisition, exclusive license or development shall not constitute

a breach of this Section 6.4;

(d)

Preserve or renew all of its Intellectual Property, except to the extent such Intellectual Property is no longer used or useful

to the business of the Credit Parties, based on Credit Parties’ reasonable business judgment;

(e)

Comply with all Contractual Obligations and Requirements of Law, except to the extent that failure to comply therewith could not,

either singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(f)

(i) Continue to be a Person whose property or interests in property is not blocked or subject to blocking pursuant to Section 1

of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit

or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Order”), (ii) not engage in the transactions prohibited by Section

2 of that Order or become associated with Persons such that a violation of Section 2 of the Order would arise, and (iii) not become a

Person on the list of Specially Designated Nationals and Blocked Persons, or (iv) otherwise not become subject to the limitation of any

OFAC regulation or executive order.

6.5

Maintenance of Property; Insurance. (a) Keep all material property

it deems, in its reasonable business judgment, useful and necessary in its business in working order (ordinary wear and tear excepted);

(b) maintain insurance coverage with financially sound and reputable insurance companies on physical assets and against other business

risks in such amounts and of such types as are customarily

carried by companies similar

in size and nature (including without limitation casualty and public liability and property damage insurance), and in the event of acquisition

of additional property, real or personal, or of the incurrence of additional risks of any nature, increase such insurance coverage in

such manner and to such extent as prudent business judgment and present practice or any applicable Requirements of Law would dictate;

(c) in the case of all insurance policies covering any Collateral, such insurance policies shall provide that the loss payable thereunder

shall be payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in the case of personal property interests, lender

loss payee) as their respective interests may appear; (d) in the case of all public liability insurance policies, such policies shall

list the Agent as an additional insured, as the Agent may reasonably request; and (e) if requested by the Agent, certificates evidencing

such policies, including all endorsements thereto, to be deposited with the Agent, such certificates being in form and substance reasonably

acceptable to the Agent (which policies shall provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment

of premium except upon not less than ten (10) days’ prior written notice thereof by insurer to the Agent (giving the Agent the right

to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days’ prior written

notice thereof by the insurer to the Agent. If any Credit Party fails to maintain such insurance, the Agent may arrange for

such insurance, but at the Borrower’s expense and without any responsibility on the Agent’s part for obtaining the insurance,

the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and

during the continuance of an Event of Default, subject to the terms of the Specified Subordination Agreement, the Agent shall have the

sole right, in the name of the Lenders or any Credit Party, to file claims under any insurance policies, to receive, receipt and give

acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments,

reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such

insurance policies.

6.6

Inspection of Property; Books and Records, Discussions. Permit the Agent

and each Lender, through their authorized attorneys, accountants and representatives (i) at all reasonable times during normal business

hours, upon the request of the Agent or such Lender, to examine each Credit Party’s books, accounts, records, ledgers and assets

and properties, (ii) during normal business hours and at their own risk, to enter onto the real property owned or leased by any Credit

Party to conduct inspections, investigations or other reviews of such real property, and (iii) at reasonable times during normal business

hours and at reasonable intervals, to visit all of the Credit Parties’ offices, discuss each Credit Party’s respective financial

matters with their respective officers, as applicable, and, by this provision, the Borrower authorizes, and will cause each of its respective

Subsidiaries to authorize, its independent certified or chartered public accountants to discuss the finances and affairs of any Credit

Party and examine any of such Credit Party’s books, reports or records held by such accountants; provided, however, when an Event

of Default exists, the Agent and each Lender, through their authorized attorneys, accountants and representatives, may do any of the foregoing

at the expense of the Credit Parties at any time during normal business hours and without advance notice.

6.7

Notices. Give written notice to the Agent of:

(a)

as soon as possible, and in any event within 2 Business Days after the occurrence thereof, the occurrence of any Default or Event

of Default of which any Credit Party has knowledge or the occurrence of any Reportable Compliance Event;

(b)

promptly, any (i) litigation or proceeding existing at any time between any Credit Party and any Governmental Authority or other

third party, or any investigation of any Credit Party conducted by any Governmental Authority, which in any case if adversely determined

would have a Material Adverse Effect together with all documents and information furnished to such Governmental Authority in connection

thereof (to the extent such disclosure is not prohibited by any Requirements of

Law) or (ii) Material

Adverse Effect on the financial condition of any Credit Party since the date of the last audited financial statements delivered pursuant

to Section 6.1(a) hereto;

(c)

the occurrence of any event which any Credit Party believes could reasonably be expected to have a Material Adverse Effect, promptly,

but in any event within 5 Business Days, after concluding that such event could reasonably be expected to have such a Material Adverse

Effect;

(d)

promptly, but in any event within 5 Business Days, after becoming aware thereof, the taking by the Internal Revenue Service or

any state, local or foreign taxing jurisdiction of a written tax position (or any such tax position taken by any Credit Party in a filing

with the Internal Revenue Service or any state, local or foreign taxing jurisdiction) which could reasonably be expected to have a Material

Adverse Effect, setting forth the details of such position and the financial impact thereof;

(e)

(i) all jurisdictions in which the Borrower or any Guarantor proposes to become qualified after the Restatement Date to transact

business, (ii) the acquisition or creation of any new Subsidiaries, (iii) any material change after the Restatement Date in the authorized

and issued Equity Interests of any Credit Party or any other material amendment to any Credit Party’s charter, by-laws or other

organizational documents, such notice, in each case, to identify the applicable jurisdictions, capital structures or amendments as applicable,

provided that such notice shall be given not less than ten (10) Business Days prior to the proposed effectiveness of such changes, acquisition

or creation, as the case may be (or such shorter period to which the Agent may consent);

(f)

material notices that any Credit Party executes or receives in connection with any Material Contract, as soon as possible and in

any event within 5 Business Days after execution, receipt or delivery thereof, together with copies thereof;

(g)

promptly after (i) the sending or filing thereof, copies of all statements, reports and other information

any Credit Party sends to any holders of its Debt in excess of $100,000 or its securities or files with the SEC or any national (domestic

or foreign) securities exchange, and (ii) the receipt thereof, a copy of any material notice any Credit Party receives from any holder

of its Debt in excess of $100,000;

(h)

all material Security Breaches, all investigations by a Governmental Authority or other Person

regarding an actual or possible material violation of any Applicable Laws regarding the privacy or security of any Credit Party Data,

and all material notices, allegations, complaints, and other communications relating to any of the foregoing;

(i)

not less than fifteen (15) Business Days (or such other shorter period to which the Agent may agree) prior to the proposed effective

date thereof (or to the extent the Borrower requests any such modification less than fifteen (15) Business Days prior to the proposed

effective date thereof, upon receipt thereof), (i) any proposed amendments, restatements or other modifications to any Senior Loan Document

or (ii) any material proposed amendments, restatements or other modifications to any Subordinated Debt Documents; and

(j)

any default or event of default by any Person under any Senior Loan Document or any Subordinated Debt Document, concurrently with

delivery or promptly, but in any event within 5 Business Days, after receipt (as the case may be) of any notice of default or event of

default under the applicable document, as the case may be.

Each notice pursuant to this Section shall be

accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and, in

the case of notices referred to in

clauses (a), (b), (c), (d), (h) and (j) hereof

stating what action the applicable Credit Party has taken or proposes to take with respect thereto.

Notwithstanding the foregoing, the obligations

in this Section may be satisfied by disclosure in public filings of the Borrower filed with the SEC.

6.8

Hazardous Material Laws.

(a)

Use and operate all of its business, facilities and properties in material compliance with all applicable Hazardous Material Laws,

keep all material required permits, approvals, certificates, licenses and other authorizations required under such Hazardous Material

Laws in effect and remain in compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Hazardous

Material Laws;

(b)

(i) Promptly notify the Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries received

by any Credit Party relating to its facilities and properties or compliance with Hazardous Material Laws which, if adversely determined,

could reasonably be expected to have a Material Adverse Effect and (ii) promptly cure and have dismissed with prejudice to the reasonable

satisfaction of the Agent and the Majority Lenders any material actions and proceedings relating to compliance with, or liability under,

Hazardous Material Laws to which any Credit Party is named a party, other than such actions or proceedings being contested in good faith

and with the establishment of reasonable reserves;

(c)

To the extent necessary to comply with Hazardous Material Laws, remediate or monitor contamination arising from a release or disposal

of Hazardous Material, or undertake corrective action to address any noncompliance with or liability under Hazardous Material Laws, in

each case which solely, or together with other releases, instances of noncompliance, liability or disposals of Hazardous Materials could

reasonably be expected to have a Material Adverse Effect; and

(d)

Provide such information and certifications which the Agent or any Lender may reasonably request from time to time to evidence

compliance with this Section 6.8.

6.9

Board Observation Rights. (a) Each of STORY3 and Nexus shall be entitled

to designate one observer and (b) CHS Investments shall be entitled to designate two observers (each such observer described in foregoing

clauses (a) and (b), a “Board Observer”), in each case, to attend in person (or, only in the case of BOD Meetings that

other board members or observers are permitted to attend by telephone, videoconference or other electronic means, by telephone, videoconference

or such other electronic means) any regular or special meeting (a “BOD Meeting”) of the board of directors of

the Borrower (or any relevant committees thereof), except that no Board Observer shall be entitled to vote on matters presented to or

discussed by the board of directors (or any relevant committee thereof) of the Borrower at any such meetings. Each Board Observer shall

be timely notified of the time and place of any BOD Meetings and will be given written notice (such notice to be delivered to the Board

Observers contemporaneously with delivery of such notice to the other board members) of all proposed actions to be taken by the board

of directors (or any relevant committee thereof) of the Borrower at such meeting as if such Board Observer were a member thereof; provided,

that, notwithstanding anything to the contrary contained in this Section 6.9, the Board Observers may be excluded from meetings (or a

portion thereof) and materials provided to the Board Observers in connection with such meetings may be redacted to the extent that the

board of directors of the Borrower (or any relevant committees thereof) reasonably determines that such exclusion or redaction is necessary

(a) to preserve attorney-client privilege or (b) to avoid a conflict of interest between the interests of the Borrower or any of its Subsidiaries,

as applicable, and those of the Agent or any Lender; provided, further, that such exclusion or redaction shall be limited

to the portion of such meeting or materials that is the basis for such exclusion or redaction and shall not

extend to any portion of such

meeting or materials that does not involve or pertain to such exclusion or redaction. Such notice shall describe in reasonable detail

the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written

consent without a meeting). In the event any Board Observer is excluded from any meeting or portion thereof or is delivered

any redacted information or materials related thereto, the Borrower shall promptly provide to such Board Observer a general description,

which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which such

Board Observer was excluded and any such redacted information or materials; provided that such description may exclude any information

to the extent that the Borrower reasonably determines that such exclusion is necessary (i) to preserve attorney-client privilege or (ii)

to avoid a conflict of interest between the interests of the Borrower or any of its Subsidiaries, as applicable, and those of the Agent

or any Lender. Subject to the first proviso in the second sentence of this Section, the Board Observers shall have the right

to receive all information provided to the members of the board of directors or any similar group performing an executive oversight or

similar function (or any relevant committee thereof) of the Borrower in anticipation of or at such meeting (regular or special and whether

telephonic, videoconference or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided

to the members, and the Board Observers shall keep such materials and information confidential in accordance with Section 12.10. Each

Board Observer shall be identified by CHS Investments, STORY3 or Nexus, as applicable, and consented to by the Borrower (such consent

not to be unreasonably delayed or withheld), and each of CHS Investments, STORY3 and Nexus shall have the right to replace its Board Observer(s)

at any time subject to consent by the Borrower (such consent not to be unreasonably delayed or withheld). The Borrower shall reimburse

each Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD

Meeting.

6.10

Governmental and Other Approvals. Apply for, obtain and/or maintain in effect,

as applicable, all authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations

(whether with any court, governmental agency, regulatory authority, securities exchange or otherwise) which are necessary or reasonably

requested by the Agent in connection with the execution, delivery and performance by any Credit Party of, as applicable, this Agreement,

the other Loan Documents, the Senior Loan Documents, the Subordinated Debt Documents, or any other documents or instruments to be executed

and/or delivered by any Credit Party, as applicable in connection therewith or herewith, except where the failure to so apply for, obtain

or maintain could not reasonably be expected to have a Material Adverse Effect.

6.11

Compliance with ERISA; ERISA Notices.

(a)

Comply in all respects with all requirements imposed by ERISA and the Internal Revenue Code and other Requirements of Law, including,

but not limited to, the minimum funding requirements for any Pension Plan (other than a Multiemployer Plan), and to prevent any occurrence

of an ERISA Event or Foreign Benefit Event, except to the extent that failure to comply therewith could not, either individually or in

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

(b)

Promptly notify the Agent in writing if any ERISA Event or Foreign Benefit Event occurs, or is

reasonably expected to occur, to the extent that such ERISA Event or Foreign Benefit Event could reasonably be expected to have a Material

Adverse Effect when taken either individually or in the aggregate with all other such ERISA Events or Foreign Benefit Events for which

liability could be reasonably expected to occur.

6.12

Defense of Collateral. Defend the Collateral from any Liens other than Liens

permitted by Section 7.2.

6.13

Future Subsidiaries; Additional Collateral.

(a)

With respect to each Person which becomes a (i) Domestic Subsidiary of the Borrower (directly or indirectly) subsequent to the

Restatement Date, whether by Permitted Acquisition or otherwise, cause such new Domestic Subsidiary or (ii) Foreign Subsidiary (including

any CFC) of the Borrower (directly or indirectly) subsequent to the Restatement Date, whether by Permitted Acquisition or otherwise, unless

the Agent, acting in consultation with the Borrower, reasonably determines in good faith that the cost, burden, difficulty and/or consequence of

obtaining a guaranty or security interest with respect thereto outweigh the benefit to the Lenders after conducting due diligence on such

Foreign Subsidiary, cause such new Foreign Subsidiary, to execute and deliver to the Agent, for and on behalf of itself and each of the

Lenders (unless waived by the Agent) the below items set forth in clauses (i)-(iii); provided, that no CFC or CFC Holding Company shall

be required to complete the items set forth in clauses (a)(i)-(iii) below if completing such requirements would reasonably be expected

to result in material tax liabilities or material adverse tax consequences as jointly determined in good faith by the Borrower and the

Agent:

(i)

within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine,

without any requirement for Lender consent), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty

whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty;

(ii)

within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine,

without any requirement for Lender consent), a joinder agreement to the Security Agreement whereby such Subsidiary grants a Lien over

its assets (other than Equity Interests which should be governed by (b) of this Section 6.13) as set forth in the Security Agreement,

and such Subsidiary shall take such additional actions as may be necessary to ensure a valid perfected Lien over such assets of such Subsidiary,

subject only to the other Liens permitted pursuant to Section 7.2 of this Agreement; and

(iii)

within the time period specified in and to the extent required under clause (c) of this Section 6.13, a Mortgage, Collateral Access

Agreements and/or other documents required to be delivered in connection therewith;

(b)

With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic

Subsidiary or a Foreign Subsidiary which becomes (or is required to become) a Guarantor subsequent to the Restatement Date, cause the

Borrower or the Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as may

be necessary to ensure a valid perfected Lien over one hundred percent (100%) of the Equity Interests of such Subsidiary held by the Borrower

or such Guarantor, such Pledge Agreements to be executed and delivered (unless waived in writing by the Agent) within thirty (30) days

after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender

consent); provided that with respect to any CFC Holding Company that is not required to become a Guarantor, there shall be a valid perfected

Lien over sixty-five percent (65%) (or more than sixty-five percent (65%) unless such greater percentage would reasonably be expected

to cause any material adverse tax consequences to the Borrower as jointly determined in good faith by the Borrower and the Agent) of the

voting Equity Interest and one hundred percent (100%) of the non-voting Equity Interest of such CFC Holding Company; and (ii) a Foreign

Subsidiary subsequent to the Restatement Date and is not required to become a Guarantor, the Equity Interests of which is held directly

by the Borrower or a Guarantor, cause the Borrower or such Guarantor that holds such Equity Interests to execute and deliver such Pledge

Agreements and take such actions as may be necessary to ensure a valid perfected Lien over sixty-five percent (65%) (or more than sixty-five

percent (65%) unless such greater

percentage would reasonably

be expected to cause any material adverse tax consequences to the Borrower as jointly determined in good faith by the Borrower and the

Agent) of the voting Equity Interest and one hundred percent (100%) of the non-voting Equity Interests of such Foreign Subsidiary, such

Pledge Agreements to be executed and delivered (unless waived in writing by the Agent) within thirty (30) days after the date such Person

becomes a Foreign Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender consent); and

(c)

(i) With respect to the acquisition of a fee interest in real property by the Borrower or any Guarantor after the Restatement Date

(whether by Permitted Acquisition or otherwise), not later than sixty (60) days after the acquisition is consummated (or such longer time

period as the Agent may determine, without any requirement for Lender consent), the Borrower or such Guarantor shall execute or cause

to be executed (unless waived in writing by the Agent), a Mortgage (or an amendment to an existing mortgage, where appropriate) covering

such real property, together with such additional real estate documentation, environmental reports, title policies and surveys as may

be reasonably required by the Agent; (ii) with respect to the acquisition of any leasehold interest in real property by the Borrower or

any Guarantor after the Restatement Date (whether by Permitted Acquisition or otherwise) at which the Borrower or such Guarantor maintains

its headquarters location, not later than forty-five (45) days after the acquisition is consummated (or such longer time period as the

Agent may determine, without any requirement for Lender consent), the Borrower or such Guarantor shall deliver to the Agent a copy of

the applicable lease agreement and shall use commercially reasonably efforts to execute or cause to be executed, unless otherwise waived

in writing by the Agent, a Collateral Access Agreement in form and substance reasonably acceptable to the Agent together with such other

documentation as may be reasonably required by the Agent; and (iii) with respect to the acquisition of any other leasehold interest in

real property by the Borrower or any Guarantor after the Restatement Date (whether by Permitted Acquisition or otherwise) at which the

Borrower or such Guarantor holds or stores Collateral with an aggregate net book value in excess of $2,500,000 at each such location,

not later than sixty (60) days after the date on which Collateral in excess of such threshold amount is located on the location subject

to such lease (or such longer time period as the Agent may determine, without any requirement for Lender consent), the Borrower or such

Guarantor shall deliver to the Agent a copy of the applicable lease agreement and shall use commercially reasonable efforts to execute

or cause to be executed, unless otherwise waived by the Agent, a Collateral Access Agreement in form and substance reasonably acceptable

to the Agent, together with such other documentation as may be reasonably required by the Agent;

in each case in form reasonably satisfactory to

the Agent, in its reasonable discretion, together with such supporting documentation, including without limitation corporate authority

items, certificates and opinions of counsel, as reasonably required by the Agent. Upon the Agent’s request, the Borrower

and the Guarantors shall take, or cause to be taken, such additional steps as are necessary or advisable under applicable law to perfect

and ensure the validity and priority of the Liens granted under this Section 6.13.

6.14

Accounts. All deposit accounts and securities accounts of the Borrower and

the Guarantors (other than Excluded Accounts and other deposit accounts and/or securities accounts that the Agent shall agree in its sole

discretion) shall be subject to Account Control Agreements. The Borrower and the Guarantors shall take all other steps necessary,

or in the opinion of the Agent, desirable to ensure that the Agent has a perfected security interest in such account. Notwithstanding

the foregoing, the Borrower shall be permitted to maintain the Permitted Account without delivering the documentation required under this

Section 6.14 with respect to such Permitted Account, so long as no Event of Default has occurred and is continuing and the aggregate balance

in the Permitted Account does not exceed Three Hundred Thousand Dollars ($300,000) at any time. The Borrower and the Guarantors shall

deposit, or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all

proceeds in respect of any Collateral and all other amounts received by the Borrower

and the Guarantors into an account

of the Borrower or Guarantors. The Borrower and the Guarantors shall not maintain cash or other amounts in any deposit account

or securities account, unless the Agent shall have received an Account Control Agreement in respect of each such account (other than the

Excluded Accounts). Subject to the terms of the Specified Subordination Agreement, if an Event of Default has occurred and

is continuing, all amounts received in such accounts shall, if so directed by the Agent, be wired each Business Day into the Agent’s

Account.

6.15

Use of Proceeds. Use the Loans in accordance with Section 2.10. The Borrower

shall not use any portion of the proceeds of any such advances for the purpose of purchasing or carrying any “margin stock”

(as defined in Regulation U of the Board of Governors of the Federal Reserve System) in any manner which violates the provisions of Regulation

T, U or X of said Board of Governors or for any other purpose in violation of any applicable statute or regulation and not use the Loans

to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person

in violation of any Anti-Terrorism Law or in any other manner that would result in a violation of Sanctions by any Person.

6.16

Intellectual Property. Except as could not reasonably be expected to have

a Material Adverse Effect, the Borrower shall (i) protect, defend and maintain the validity and enforceability of the material Trademarks,

Patents, Copyrights and Trade Secrets owned by the Borrower, (ii) use commercially reasonable efforts to detect or otherwise protect against

infringements of the Trademarks, Patents and Copyrights or misappropriation of Trade Secrets owned by the Borrower and promptly advise

the Agent in writing of material infringements or misappropriations detected and (iii) not allow any Intellectual Property owned by the

Borrower to be abandoned, forfeited or dedicated to the public without the written consent of the Agent, which shall not be unreasonably

withheld. If, despite the restrictions contained in Section 7.3 and subject to the exceptions for Rent the Runway Limited set

forth therein, any Subsidiary of the Borrower that is not the Borrower or a Guarantor holds, acquires, exclusively licenses or develops

material Intellectual Property, the Borrower shall promptly cause (i) such Subsidiary to transfer such material Intellectual Property

and any rights thereto to the Borrower or a Guarantor and (ii) grant a perfected security interest in any such Intellectual Property in

accordance with the requirements set forth in the Loan Documents.

6.17

Consent of Inbound Licensors. Promptly after entering into or becoming bound

by any inbound license or agreement (other than over-the-counter software that is commercially available to the public), the failure,

breach or termination of which could reasonably be expected to cause a Material Adverse Effect, the Borrower shall provide written notice

to the Agent of the material terms of such license or agreement with a description of its likely impact on the Borrower’s business

or financial condition. The Borrower shall, in good faith, take such actions as the Agent may reasonably request to obtain

the consent of, or waiver by, any person whose consent or waiver is necessary for (a) the Borrower’s interest in such licenses or

contract rights to be deemed Collateral and for the Agent to have, for the benefit of the Lenders, a security interest in it that might

otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future (in each

case, only to the extent they constitute Collateral), and (b) the Agent to have the ability in the event of a liquidation of any Collateral

to dispose of such Collateral in accordance with the Agent’s rights and remedies under this Agreement and the other Loan Documents,

provided, however, that the failure to obtain any such consent or waiver shall not constitute an Event of Default under this Agreement.

6.18

Anti-Terrorism. Not permit (i) any Covered Entity (in the case of clauses

(b) and (c) of the definition of “Covered Entity,” to the knowledge of the Credit Parties) to become a Sanctioned Person,

(ii) any Covered Entity (in the case of clauses (b) and (c) of the definition of “Covered Entity,” to the knowledge of the

Credit Parties), either in its own right or through any third party, to (A) have any of its assets in a Sanctioned Country or in the possession,

custody or control of a Sanctioned Person in

violation of any Anti-Terrorism

Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned

Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law; or (D)

use the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned

Person in violation of any Anti-Terrorism Law, (iii) the funds used to repay the Indebtedness will not be derived from any unlawful activity,

and (iv) shall cause each Covered Entity (in the case of clauses (b) and (c) of the definition of “Covered Entity,” to the

knowledge of the Credit Parties) to comply with all Anti-Terrorism Laws.

6.19

Further Assurances and Information.

(a)

Take such actions as the Agent or Majority Lenders may from time to time reasonably request to establish and maintain perfected

security interests in and Liens on all of the Collateral, subject only to those Liens permitted under Section 7.2 hereof, including executing

and delivering such additional pledges, assignments, mortgages, lien instruments or other security instruments covering any or all of

the Borrower’s and the Guarantors’ assets as the Agent may reasonably require, such documentation to be in form and substance

reasonably acceptable to the Agent, and prepared at the expense of the Borrower.

(b)

Execute and deliver or cause to be executed and delivered to the Agent within a reasonable time following the Agent’s request,

and at the expense of the Borrower, such other documents or instruments as the Agent may reasonably require to effectuate more fully the

purposes of this Agreement or the other Loan Documents.

(c)

Provide the Agent and the Lenders with any other information required by Section 326 of the USA Patriot Act or necessary for the

Agent and the Lenders to verify the identity of any Credit Party as required by Section 326 of the USA Patriot Act.

(d)

To the extent that the Agent, in its sole discretion, consents in writing to the formation or other existence of a direct parent

entity of the Borrower, cause such parent entity to become a Guarantor and a party hereunder and the other Loan Documents, grant a security

interest in all of the assets of such entity, including a pledge of 100% of the Equity Interests of the Borrower, and amend, restate,

amend and restate, supplement or otherwise modify this Agreement and any other Loan Document to give effect to the foregoing, including

causing such direct parent entity to be subject to, among other things, the representations, affirmative covenants, negative covenants

(including, without limitation, a passive holding covenant, a restriction on granting Liens on any Equity Interests of the Borrower and

a restriction prohibiting the “round-tripping” of cash equity contributions to any equity holders) and events of default hereunder.

7. NEGATIVE COVENANTS.

The Borrower covenants and

agrees that, so long as any Lender has any commitment to extend credit hereunder, or any of the Indebtedness (including any Prepayment

Premium) remains outstanding and unpaid, it will not, and, as applicable, it will not permit any of its Subsidiaries to:

7.1

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except:

(a)

Indebtedness of any Credit Party to the Agent or any Lender;

(b)

any Debt existing on the Restatement Date and set forth in Schedule 7.1 attached hereto and any Permitted Refinancing Debt in respect

of such Debt;

(c)

any Debt of the Borrower or any of its Subsidiaries incurred to finance the acquisition of fixed or capital assets, or any Permitted

Refinancing Debt thereof, whether pursuant to a loan or a Capitalized Lease provided that both at the time of and immediately after giving

effect to the incurrence thereof (i) no Event of Default shall have occurred and be continuing, (ii) other than in the case of a refinancing,

such Debt is incurred within 180 days of the acquisition thereof and (iii) the aggregate principal amount of all such Debt at any one

time outstanding (including, without limitation, any Debt of the type described in this clause (c) which is set forth on Schedule 7.1

hereto) shall not exceed $10,000,000;

(d)

the Debt of the Credit Parties under the Senior Loan Documents in the aggregate principal amount not to exceed $30,000,000 so long

as such Debt and all other obligations of the Credit Parties in connection therewith are subject to the Specified Subordination Agreement;

(e)

Subordinated Debt;

(f)

Debt under any Hedging Transactions, provided that such transaction is entered into for risk management purposes and not for speculative

purposes;

(g)

Debt arising from judgments or decrees not deemed to be a Default or Event of Default under Section 8.1(g);

(h)

Debt owing to a Person that is a Credit Party, but only to the extent permitted under Section 7.6(d) or 7.6(m);

(i)

Debt incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including

so-called “procurement cards” or “P-cards”) or other similar cash management services, in each case, incurred

in the ordinary course of business;

(j)

reimbursement obligations with respect to Cash Secured L/Cs; provided, that the aggregate face amount of all Cash Secured

L/Cs shall not exceed $15,000,000 at any time; and

(k)

additional Debt not otherwise permitted under this Section 7.1, provided that both at the time of and immediately after giving

effect to the incurrence thereof (i) no Event of Default shall have occurred and be continuing or result therefrom and (ii) the aggregate

amount of all such Debt shall not exceed $7,500,000 at any one time outstanding.

7.2

Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon

any of its property, assets or revenues, whether now owned or hereafter acquired or sign or file or suffer to exist under the UCC or any

similar Law or statute of any jurisdiction a financing statement that names any Credit Party as debtor; sign or suffer to exist any security

agreement authorizing any Person thereunder to file such financing statement; sell any of its property or assets subject to an understanding

or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or any of its Subsidiaries; or assign

or otherwise transfer any accounts or other rights to receive income, except for:

(a)

Permitted Liens;

(b)

Liens securing Debt permitted by Section 7.1(c), provided that (i) such Liens are created only upon fixed or capital assets acquired

by the applicable Credit Party after the date of this Agreement (including without limitation by virtue of a loan or a Capitalized Lease),

(ii) any such Lien is created solely for the purpose of securing indebtedness representing or incurred to finance the cost of the acquisition

of the item of property subject thereto, (iii) the principal amount of the Debt secured by any

such Lien shall at no

time exceed 100% of the sum of the purchase price or cost of the applicable property, equipment or improvements and the related costs

and charges imposed by the vendors thereof and (iv) the Lien does not cover any property other than the fixed or capital asset acquired;

provided, however, that no such Lien shall be created over any owned real property of any Credit Party for which the Agent has received

a Mortgage or for which such Credit Party is required to execute a Mortgage pursuant to the terms of this Agreement;

(c)

Liens created pursuant to the Loan Documents;

(d)

Liens on the Collateral securing the Senior Debt permitted by Section 7.1(d) so long as such Liens and all obligations of the Credit

Parties in connection therewith are subject to the Specified Subordination Agreement;

(e)

other Liens, existing on the Restatement Date and set forth on Schedule 7.2; provided, that any such Lien shall only secure the

Debt that it secures on the Restatement Date and any Permitted Refinancing Debt in respect thereof;

(f)

cash collateral and cash on deposit in deposit accounts securing the Cash Secured L/Cs constituting Debt permitted by Section 7.1(j)

(each, an "Excluded L/C Account"); provided, that the aggregate amount of such cash collateral and cash in Excluded

L/C Accounts does not exceed 105% of the face amount of the Cash Secured L/Cs; and

(g)

other Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the

obligations secured thereby does not exceed $2,500,000, so long as both at the time of and immediately after giving effect to the incurrence

thereof no Event of Default shall have occurred and be continuing or result therefrom.

Regardless of the provisions of this Section 7.2,

no Lien (except for those Liens (i) for the benefit of the Agent and the Lenders or (ii) for the benefit of the Senior Lenders under the

Senior Loan Documents) over the Equity Interests owned by any Credit Party shall be permitted under the terms of this Agreement.

7.3

Material Assets. Fail to cause the Borrower or a Guarantor to hold, acquire,

develop, own and possess any asset that is material to the business of the Borrower and its Subsidiaries, including, without limitation,

material Intellectual Property, material algorithms, material customer lists, material Software source code (or portions thereof) and,

other than in the ordinary course, other material Software; provided, that, Rent the Runway Limited may develop and use on a non-exclusive

basis Intellectual Property of the Borrower so long as such Intellectual Property is solely used to fulfill its obligations to Borrower

pursuant to the Intercompany License Agreement as of the Restatement Date.

7.4

Limitation on Mergers, Dissolution or Sale of Assets. Merge, dissolve, liquidate

or consolidate with or into another Person (or agree to do any of the foregoing) or make any Asset Sale or enter into any agreement to

make any Asset Sale except:

(a)

Inventory leased or sold in the ordinary course of business;

(b)

obsolete, damaged, uneconomic or worn out machinery, equipment or Units, or machinery, equipment or Units no longer used or useful

in the conduct of the applicable Credit Party’s business (including write-offs of any such assets); provided that the fair market

value of such equipment not financed by the Agent or a Lender shall not exceed $2,500,000 in any Fiscal Year (it being understood and

agreed for the avoidance of doubt that any write-off of assets shall not count toward such cap);

(c)

Permitted Acquisitions;

(d)

mergers or consolidations of any Subsidiary of the Borrower with or into the Borrower or any Guarantor so long as the Borrower

or such Guarantor shall be the continuing or surviving entity; provided that at the time of each such merger or consolidation, both before

and after giving effect thereto, no Event of Default shall have occurred and be continuing or result from such merger or consolidation;

(e)

any Subsidiary of the Borrower may liquidate or dissolve into the Borrower or a Guarantor if the Borrower determines in good faith

that such liquidation or dissolution is in the best interests of the Borrower, so long as no Event of Default has occurred and is continuing

or would result therefrom;

(f)

sales or transfers, including without limitation upon voluntary liquidation from any Guarantor to the Borrower or to another Guarantor,

provided that the Borrower or Guarantor takes such actions as the Agent may reasonably request to ensure the perfection and priority of

the Liens in favor of the Lenders over such transferred assets;

(g)

[reserved];

(h)

the use, sale or disposition of Permitted Investments and other cash or cash equivalents in the ordinary course of business;

(i)

charitable donations of cash or Units (valued using the net book value) not to exceed $2,000,000 in the aggregate in any Fiscal

Year; provided that charitable donations of cash may not exceed $750,000 in any Fiscal Year;

(j)

non-exclusive licenses and similar non-exclusive arrangements for the use of property (including Intellectual Property, rights

in or to algorithms, rights in or to Software (including any portions of source code therein) and rights in or to customer lists) of the

Borrower or its Subsidiaries in the ordinary course of business;

(k)

dispositions of machinery or equipment to the extent that such machinery or equipment is exchanged for credit against the purchase

price of similar replacement machinery or equipment;

(l)

dispositions of owned or leased vehicles in the ordinary course of business;

(m)

dispositions of assets that are not permitted by any other provision of this Section; provided that (i) the aggregate fair value

of all assets disposed of in reliance on this clause shall not exceed $1,000,000 during any Fiscal Year, (ii) all dispositions made in

reliance on this clause shall be made for fair value and at least 75% cash or cash equivalents consideration, (iii) the assets being sold

do not consist of any Equity Interests of any Subsidiary of the Borrower, and (iv) no Default or Event of Default has occurred and is

continuing at the time of each such sale (both before and after giving effect to such Asset Sale); and

(n)

other Asset Sales approved in writing by the Majority Lenders in their sole discretion so long as the Net Cash Proceeds of such

Asset Sale described in this clause (n) are paid to the Agent for the benefit of the Agent and the Lenders pursuant to the terms of Section

2.8(a).

Notwithstanding anything else

set forth in this Section 7.4 to the contrary, except to the extent permitted under Section 7.4(j), no Asset Sale (other

than an Asset Sale to the Borrower or a Guarantor) of any Intellectual Property, rights in or to algorithms, rights in or to Software

(including any portions of source code therein) or rights in or to customer lists of the Borrower or its Subsidiaries shall be permitted

under this Agreement without the prior written consent of the Agent.

The Lenders hereby consent and agree to the release

by the Agent of any and all Liens on the property sold or otherwise disposed of in compliance with this Section 7.4.

7.5

Restricted Payments. Declare or make, directly or indirectly, (x) any distributions,

dividend, payment or other distribution of assets, properties, cash, rights, obligations or securities (collectively, “Distributions”)

on account of any of its Equity Interests, as applicable, or (y) any payment (whether in cash, securities or other property), including

any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination

of any such Equity Interest, or on account of any return of capital to its stockholders, partners or members (or the equivalent of any

thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment (collectively, “Purchases”),

or incur any obligation (contingent or otherwise) to do any of the foregoing, except that (subject to Section 7.3):

(a)

each Credit Party may pay cash Distributions to the Borrower or a Guarantor;

(b)

each Credit Party may declare and make Distributions payable in the Equity Interests of such Credit Party, provided that the issuance

of such Equity Interests does not otherwise violate the terms of this Agreement and no Default or Event of Default has occurred and is

continuing at the time of making such Distribution or would result from the making of such Distribution;

(c)

the Borrower may Purchase the stock of current and former employees pursuant to stock repurchase agreements by the cancellation

of indebtedness owed by such former employees, regardless of whether an Event of Default exists; and

(d)

the Borrower may Purchase shares of its Equity Interests or warrant or options to acquire any such Equity Interests from its stockholders

consistent with the requirement of existing equity agreements of the Borrower to the extent the consideration paid in respect thereof

is paid solely in Equity Interests of the Borrower.

Notwithstanding anything to

the contrary contained herein, in the event Borrower or any other Credit Party receives proceeds from an equity contribution or the issuance

of Equity Interests and such proceeds are used to satisfy a financial test, liquidity test or other similar test under this Agreement,

the Senior Credit Agreement or otherwise, such proceeds shall not be permitted to used make a Distribution and/or Purchase pursuant to

this Section 7.5.

7.6

Limitation on Investments, Loans and Advances. Make or allow to remain outstanding

any Investment (whether such investment shall be of the character of investment in shares of stock, evidences of indebtedness or other

securities or otherwise) in, or any loans or advances to, any Person other than (subject to Section 7.3):

(a)

Permitted Investments;

(b)

Investments existing on the Third Amendment Effective Date and listed on Schedule 7.6 hereto but not any increase in the amount

thereof as set forth in such Schedule or any other modification of the terms thereof;

(c)

Accounts receivable created in the ordinary course of business;

(d)

intercompany loans or intercompany Investments made by any Credit Party to or in any Guarantor, the Borrower or any other Credit

Party; provided that, in the case of any intercompany loans or intercompany Investments made by (i) a Credit Party that is not the Borrower

or a Guarantor, such Credit Party is party to an intercompany subordination agreement, in form and substance reasonably satisfactory to

the Agent, or (ii) the Borrower or a Guarantor to or in a Credit Party that is not the Borrower or a Guarantor, the aggregate amount outstanding

in respect thereof shall not exceed $250,000; and provided further that in each case, no Default or Event of Default shall have occurred

and be continuing at the time of making such intercompany loan or intercompany Investment or result from such intercompany loan or intercompany

Investment being made and that any intercompany loans shall be evidenced by and funded under an Intercompany Note pledged to the Agent

under the appropriate Collateral Documents;

(e)

Investments in respect of Hedging Transactions provided that such transaction is entered into for risk management purposes and

not for speculative purposes;

(f)

So long as no Event of Default has occurred and is continuing, temporary advances to employees to cover incidental expenses to

be incurred in the ordinary course of business, in an aggregate outstanding amount not to exceed $50,000 in the aggregate at any time

outstanding;

(g)

Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers

and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of the

Borrower’s business;

(h)

Investments consisting of deposit accounts and securities accounts in which the Agent, on behalf of itself and the Lenders, has

a perfected security interest;

(i)

Investments accepted in connection with transfers or dispositions of property that are otherwise permitted under Section 7.4(m);

(j)

Investments consisting of loans to employees, officers or directors relating to the purchase of equity securities of the Borrower

or its Subsidiaries pursuant to employee stock purchase plan agreements approved by the Borrower’s board of directors and any related

tax liabilities so long as the cash portion does not exceed $500,000 in the aggregate in any Fiscal Year, provided that no Event of Default

has occurred, is continuing or would exist after giving effect to the loan;

(k)

Permitted Acquisitions;

(l)

Investments constituting notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who

are not Affiliates, in the ordinary course of business, provided that this clause (l) shall not apply to Investments by the Borrower in

any Subsidiary;

(m)

to the extent constituting Investments, Investments permitted under Section 7.4(d), 7.4(e) or 7.4(f); and

(n)

so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any other Investments in an

aggregate amount not to exceed $2,500,000 in the aggregate at any time outstanding; provided, however, that no more than $1,250,000 in

the aggregate at any time outstanding may be used for Investments by the Borrower or any Guarantor in any Subsidiary that is not a Guarantor;

Notwithstanding anything else

set forth in this Section 7.6 to the contrary, no Investment (other than an investment in the Borrower or a Guarantor) of any Intellectual

Property, rights in or to algorithms, rights in or to Software (including any portions of source code therein) or rights in or to customer

lists of the Borrower or its Subsidiaries shall be permitted under this Agreement without the prior written consent of the Agent.

In valuing any Investments for the purpose of

applying the limitations set forth in this Section 7.6 (except as otherwise expressly provided herein), such Investment shall be taken

at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation, but less any amount repaid

or recovered on account of capital or principal.

7.7

Transactions with Affiliates. Except as set forth on Schedule 7.7, enter

into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service,

with any Affiliates of the Credit Parties except: (a) transactions among the Borrower or Guarantors; (b) transactions permitted under

this Agreement; (c) transactions in the ordinary course of a Credit Party’s business and upon fair and reasonable terms (x) no less

favorable to such Credit Party than it would obtain in a comparable arm’s length transaction from unrelated third parties and (y)

that are fully disclosed to the Agent in writing prior to the consummation thereof, if they involve one or more payments by any Credit

Party in excess of $100,000 for any single transaction or series of related transactions; and (d) issuances of Equity Interests or Subordinated

Debt.

7.8

Sale-Leaseback Transactions. Enter into any arrangement with any Person

providing for the leasing by a Credit Party of real or personal property which has been or is to be sold or transferred by such Credit

Party to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property

or rental obligations of such Credit Party, as the case may be, provided that if, at the time that a Credit Party acquires fixed or capital

assets, such Credit Party intends to sell to and then lease any such assets with an aggregate value in excess of $500,000 from another

Person pursuant to a financing arrangement that would be permitted under Section 7.1(c), such transaction will not constitute a violation

of this Section 7.8 so long as (i) such transaction is consummated within one hundred eighty (180) days following the acquisition of such

assets and (ii) the Borrower provides a written notice of such transaction to the Agent at least 10 Business Days prior to the date on

which such asset is leased to such Person.

7.9

Limitations on Other Restrictions. Except for this Agreement, any other

Loan Document or the Senior Loan Documents, enter into any agreement, document or instrument which would (i) restrict the ability of any

Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower or any Guarantor, to make loans,

advances or other payments of whatever nature to any Credit Party, or to make transfers or distributions of all or any part of its assets

to any Credit Party; or (ii) restrict or prevent any Credit Party from granting the Agent on behalf of Lenders Liens upon, security interests

in and pledges of their respective assets, except to the extent such restrictions exist in documents creating Liens permitted by Section

7.2(b) hereunder.

7.10

Prepayment of Subordinated Debt. Make any prepayment (whether optional or

mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt, provided, however, that the applicable

Credit Party may make certain payments in respect of Subordinated Debt to the extent permitted by the applicable Subordination Agreement.

7.11

Amendment of Senior Loan Documents and Subordinated Debt Documents. Amend,

modify or otherwise alter (or suffer to be amended, modified or altered) (a) any Senior Loan Document except in a manner not prohibited

by the terms of the Specified Subordination Agreement or (b) any Subordinated Debt Documents except as permitted in the applicable Subordinated

Debt Documents and

Subordination Agreements, or

if no such restrictions exist in the applicable Subordinated Debt Documents or Subordination Agreements, without the prior written consent

of the Agent.

7.12

Modification of Certain Agreements. Make, permit or consent to any amendment,

supplement or other modification to the constitutional documents of any Credit Party, any Material Contract (other than the Senior Loan

Documents) or the Intercompany License Agreement except to the extent that any such amendment, supplement or modification (i) does not

violate the terms and conditions of this Agreement or any of the other Loan Documents, (ii) does not materially adversely affect the interest

of the Lenders as creditors and/or secured parties under any Loan Document, (iii) could not reasonably be expected to have a Material

Adverse Effect and (iv) with respect to the Intercompany License Agreement, does not amend, supplement or otherwise modify the fees in

excess of Costs (as defined in the Intercompany License Agreement as of the Restatement Date) payable thereunder in excess of 105% of

the fees historically paid thereunder as of the Restatement Date.

7.13

Fiscal Year. Permit the Fiscal Year of any Credit Party to end on a day

other than January 31, except as may be agreed to by the Agent from time to time in its reasonable discretion.

7.14

[Reserved].

7.15

Divisions. Notwithstanding anything herein or any other Loan Document to

the contrary, no Credit Party that is a limited liability company may divide itself into two or more limited liability companies (pursuant

to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without the prior written

consent of the Agent, and in the event that any Credit Party that is a limited liability company divides itself into two or more limited

liability companies (with or without the prior consent of the Agent as required above), any limited liability companies formed as a result

of such division shall be required to comply with the obligations set forth in Section 6.13 and the other further assurances obligations

set forth in the Loan Documents and become a Guarantor under this Agreement and the other Loan Documents.

7.16

[Reserved].

7.17

ERISA. Adopt, or permit any of its ERISA Affiliates to adopt, any employee

welfare benefit plan within the meaning of Section 3(1) of ERISA that provides benefits to employees after termination of employment other

than as required by Section 601 of ERISA or other Requirements of Law, except, either individually or in the aggregate, as could not reasonably

be expected to result in a Material Adverse Effect.

7.18

Environmental. Permit the use, handling, generation, storage, treatment,

Release or disposal of Hazardous Materials on, in, at, under or from any property owned, leased or operated by it or any of its Subsidiaries,

except in compliance in all material respects with Environmental Laws (other than any noncompliance that could not reasonably be expected

to have a Material Adverse Effect).

7.19

Accounting Methods. Modify or change, or permit any of its Subsidiaries

to modify or change, its method of accounting or accounting principles from those utilized in the preparation of the Financial Statements

(other than as may be required to conform to GAAP or with the prior written consent of the Agent (not to be unreasonably withheld, delayed

or conditioned), as recommended by an auditor or accounting firm of the Borrower and its Subsidiaries (so long as such recommendation

is in accordance with GAAP)).

7.20

Sanctioned Persons; Anti-Corruption Laws; Anti-Money Laundering Laws.

(a)

Conduct, nor permit any of its Subsidiaries to conduct, any business or engage in any transaction or deal with or for the benefit

of any Sanctioned Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit

of any Sanctioned Person; or

(b)

Use, nor permit any of its Subsidiaries to use, directly or indirectly, any of the proceeds of any Loan, (i) to fund any activities

or business of or with any Sanctioned Person or in any other manner that would result in a violation of any Sanctions by any Person (including

by any Person participating in any Loan, whether as underwriter, advisor, investor or otherwise), or (ii) for the purpose 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 violation of

any Anti-Terrorism Law.

7.21

Federal Reserve Regulations. Permit any Loan or the proceeds of any Loan

under this Agreement to be used for any purpose that would cause such Loan to be a margin loan under the provisions of Regulation T, U

or X of the Board of Governors of the Federal Reserve System.

8. DEFAULTS.

8.1

Events of Default. The occurrence of any of the following events shall constitute

an Event of Default hereunder:

(a)

non-payment when due of the principal or interest on the Indebtedness;

(b)

non-payment of any Fees or other amounts (including any Prepayment Premium) due and owing by the Borrower under this Agreement

or by any Credit Party under any of the other Loan Documents to which it is a party, other than as set forth in subsection (a) above,

within three (3) Business Days after the same is due and payable;

(c)

default in the observance or performance of any of the conditions, covenants or agreements of the Borrower set forth in (i) Sections

6.1, 6.2, 6.4(b) (solely with respect to maintenance of the Borrower’s existence), 6.4(e), 6.5, 6.6, 6.7, 6.13, 6.14, 6.15, 6.16,

6.17, 6.18, 6.19 or Article 7 in its entirety or Sections 4.5(a), 4.7(a) or 4.8(b)(i) of the Security Agreement or (ii) Section 6.9 and

such default continues for a period of 5 consecutive days;

(d)

default in the observance or performance of any of the other conditions, covenants or agreements set forth in this Agreement or

any of the other Loan Documents by any Credit Party and continuance thereof for a period of twenty (20) consecutive days after the earlier

of (i) the date that a Responsible Officer of the Borrower or such other Credit Party becomes aware of the same or (ii) the date on which

notice shall have been given to the Borrower or any other Credit Party from the Agent;

(e)

any representation or warranty made by any Credit Party herein, any other Loan Document or in any certificate, instrument or other

document submitted pursuant hereto or thereto proves untrue or misleading in any material adverse respect (or in any respect if such representation

or warranty is qualified or modified as to materiality or “Material Adverse Effect” in the text thereof) when made;

(f)

(i) default by any Credit Party in the payment of any Debt, whether under a direct obligation or guaranty (other than Indebtedness

and the Senior Debt) of any Credit Party in excess of One Million Dollars ($1,000,000) (or the equivalent thereof in any currency other

than Dollars) individually or in the aggregate when due and continuance thereof beyond any applicable period of cure or (ii) failure to

comply with the terms of any other obligation of any Credit Party with respect to any Debt (other than Indebtedness and the Senior Debt)

in excess of One Million Dollars ($1,000,000) (or the equivalent

thereof in any currency

other than Dollars) individually or in the aggregate, which continues beyond any applicable period of cure and which would permit the

holder or holders thereto to accelerate such other Debt, or require the prepayment, repurchase, redemption or defeasance of such indebtedness;

(g)

the rendering of any judgment (not covered by adequate insurance from a solvent carrier which is defending such action without

reservation of rights) for the payment of money in excess of the sum of One Million Dollars ($1,000,000) (or the equivalent thereof in

any currency other than Dollars) individually or in the aggregate against any Credit Party, and (i) enforcement proceedings shall have

been commenced by any creditor upon any such judgment or (ii) there shall be a period of thirty (30) consecutive days after entry thereof

during which (A) a stay of enforcement thereof is not in effect or (B) the same is not vacated, discharged, stayed or bonded pending appeal;

(h)

the occurrence of any ERISA Event or Foreign Benefit Event that could reasonably be expected to

result in a Material Adverse Effect when taken either individually or in the aggregate with all other such ERISA Events or Foreign Benefit

Events for which liability could be reasonably expected to occur;

(i)

except as expressly permitted under this Agreement, any Credit Party shall be dissolved (other than a dissolution of a Subsidiary

of the Borrower which is not a Guarantor or the Borrower) or liquidated (or any judgment, order or decree therefor shall be entered);

or if a creditors’ committee shall have been appointed for the business of any Credit Party; or if any Credit Party shall have made

a general assignment for the benefit of creditors or shall have been adjudicated bankrupt and if not an adjudication based on a filing

by a Credit Party, it shall not have been dismissed within forty five (45) days, or shall have filed a voluntary petition in bankruptcy

or for reorganization or to effect a plan or arrangement with creditors or shall fail to pay its debts generally as such debts become

due in the ordinary course of business (except as contested in good faith and for which adequate reserves are made in such party’s

financial statements in accordance with GAAP); or shall file an answer to a creditor’s petition or other petition filed against

it, admitting the material allegations thereof for an adjudication in bankruptcy or for reorganization; or shall have applied for or permitted

the appointment of a receiver or trustee or custodian for any of its property or assets; or such receiver, trustee or custodian shall

have been appointed for any of its property or assets (otherwise than upon application or consent of a Credit Party ) and shall not have

been removed within forty five (45) days; or if an order shall be entered approving any petition for reorganization of any Credit Party

and shall not have been reversed or dismissed within forty five (45) days;

(j)

a Change of Control shall have occurred;

(k)

the validity, binding effect or enforceability of any subordination provisions relating to any Subordinated Debt shall be contested

by any Person party thereto (other than any Lender or the Agent), or such subordination provisions shall fail to be enforceable by the

Agent and the Lenders in accordance with the terms thereof, or the Indebtedness shall for any reason not have the priority contemplated

by this Agreement or such subordination provisions;

(l)

(i) any Loan Document shall at any time for any reason cease to be in full force and effect (other than in accordance with the

terms thereof or hereof), (ii) the validity, binding effect or enforceability thereof shall be contested by any party thereto (other than

any Lender or the Agent), (iii) any Person (other than in accordance with the terms thereof or hereof) shall deny that it has any or further

liability or obligation under any Loan Document, (iv) any such Loan Document shall be terminated (other than in accordance with the terms

thereof), invalidated, revoked or set aside or in any way cease to give or provide to the Lenders and the Agent the benefits purported

to be created thereby, (v) any Loan Document purporting to grant a Lien to secure any Indebtedness shall for any reason, at any time after

the

delivery of such Loan

Document, fail to create a valid and enforceable Lien on any Collateral purported to be covered thereby or (vi) such Lien shall fail to

cease to be a perfected Lien with the priority required in the relevant Loan Document;

(m)

default or failure to perform in any of the Senior Loan Documents and continuance thereof beyond any applicable period of grace

or cure; provided that, an Event of Default shall only occur under this clause (m) if, as a result of a default or failure to perform

in any of the Senior Loan Documents, the Senior Debt is accelerated or otherwise becomes due and payable prior to the stated maturity

therein;

(n)

except as otherwise expressly permitted hereunder, any action by the Credit Parties, taken as a whole, to suspend the operation

of their business in the ordinary course, liquidate all or a material portion of their assets, or employ an agent or other third party

to conduct a program of closings, liquidations or “Going-Out-Of-Business” sales of any material portion of their business;

(o)

any uninsured loss to any material portion of the Collateral;

(p)

the Borrower or any of its Subsidiaries is enjoined, restrained or in any way prevented by the order of any court or any Governmental

Authority from conducting, or otherwise ceases to conduct for any reason whatsoever, all or any material part of the business of the Borrower

and its Subsidiaries, taken as a whole, for more than 30 consecutive days;

(q)

any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor

dispute, embargo, condemnation, act of God or public enemy, or other casualty which, in each case, causes, for more than 30 consecutive

days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries, taken as a whole;

(r)

the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower

or any of its Subsidiaries, if such loss, suspension, revocation or failure to renew could reasonably be expected to have a Material Adverse

Effect; or

(s)

the indictment of the Borrower or any of its Subsidiaries or any senior officer thereof under any criminal statute, or commencement

of criminal or civil proceedings against the Borrower or any of its Subsidiaries or any senior officer thereof, pursuant to which statute

or proceedings the penalties or remedies sought include forfeiture to any Governmental Authority of any material portion of the Collateral.

8.2

Exercise of Remedies. If an Event of Default has occurred and is continuing

hereunder: (a) [reserved]; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid

principal Indebtedness, including the Notes, and any accrued and unpaid interest or other amounts (including the Prepayment Premium),

immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon

the occurrence of any Event of Default specified in Section 8.1(i) and notwithstanding the lack of any declaration by the Agent under

preceding clause (b), the entire unpaid principal Indebtedness and any accrued and unpaid interest or other amounts (including the Prepayment

Premium) shall become automatically and immediately due and payable, and the Commitments shall be automatically and immediately terminated;

and (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms

hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law.

8.3

Rights Cumulative. No delay or failure of the Agent and/or Lenders in exercising

any right, power or privilege hereunder shall affect such right, power or privilege, nor shall any single or partial exercise thereof

preclude any further exercise thereof, or the exercise of any other power, right or privilege. The rights of the Agent and Lenders under

this Agreement are cumulative and not exclusive of any right or remedies which Lenders would otherwise have.

8.4

Waiver by the Borrower of Certain Laws. To the extent permitted by applicable

law, the Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of

any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist, which, but for this provision,

might be applicable to any sale made under the judgment, order or decree of any court, on any claim for interest on the Notes, or any

security interest or mortgage contemplated by or granted under or in connection with this Agreement. These waivers have been voluntarily

given, with full knowledge of the consequences thereof.

8.5

Waiver of Defaults. No Event of Default shall be waived by the Lenders except

in a writing signed by an officer of the Agent in accordance with Section 12.9 hereof. No single or partial exercise of any right, power

or privilege hereunder, nor any delay in the exercise thereof, shall preclude other or further exercise of their rights by the Agent or

the Lenders. No waiver of any Event of Default shall extend to any other or further Event of Default. No forbearance on the part of the

Agent or the Lenders in enforcing any of their rights shall constitute a waiver of any of their rights. The Borrower expressly agrees

that this Section may not be waived or modified by the Lenders or the Agent by course of performance, estoppel or otherwise.

8.6

Set Off. Upon the occurrence and during the continuance of any Event of

Default, each Lender may at any time and from time to time, without notice to the Borrower but subject to the provisions of Section 9.3

hereof (any requirement for such notice being expressly waived by the Borrower), setoff and apply against any and all of the obligations

of the Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other

Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness

at any time owing by such Lender to or for the credit or the account of the Borrower and any property of the Borrower from time to time

in possession of such Lender, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent

and unmatured and regardless of whether any Collateral then held by the Agent or any Lender is adequate to cover the Indebtedness (including

any Prepayment Premium). Promptly following any such setoff, such Lender shall give written notice to the Agent and the Borrower of the

occurrence thereof; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts

so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 9.4 and, pending

such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held for the benefit of the Agent and the

Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Indebtedness

owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower hereby grants to the Lenders and the Agent

a lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance

of all of the obligations of the Borrower under this Agreement. The rights of each Lender under this Section 8.6 are in addition to the

other rights and remedies (including, without limitation, other rights of setoff) which such Lender may have.

9. PAYMENTS, RECOVERIES AND COLLECTIONS.

9.1

Payment Procedure.

(a)

All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment

or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder

shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent

not later than 12:00 p.m. (New York time) (or such later time on such date as agreed to by Agent) on the date such payment is required

or intended to be made in Dollars in immediately available funds to the Agent’s Account. The Agent shall deem any payment

by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York time) to be a non-conforming

payment. Any such payment shall not be deemed to have been received by the Agent until the later of (i) the time such funds

become available funds, and (ii) the applicable next Business Day. The Agent shall give prompt telephonic notice to the Borrower

and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute

or become a Default or Event of Default in accordance with the terms of Section 8.1(a) or 8.1(b), as applicable. Interest shall

continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event

less than the period from the date of such payment to the next succeeding applicable Business Day) at the default interest rate determined

pursuant to Section 2.6(d) from the date such amount was due and payable until the date such amount is paid in full.

(b)

The Lenders and the Borrower hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account with

any amount due and payable by the Borrower under any Loan Document. Any amount charged to the Loan Account shall be deemed

Indebtedness hereunder.

(c)

All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal

amount being repaid or prepaid, together with any fees or premiums (including the Prepayment Premium) and all other amounts payable with

respect to the principal amount being repaid or prepaid.

(d)

The Agent shall promptly distribute to each Lender at such account or address as such Lender shall indicate in writing, such Lender’s

applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due

with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by the Agent.

(e)

Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made

on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such

payment.

9.2

Application of Payments.

(a)

At any time an Application Event has occurred and is continuing, or the maturity of the Indebtedness shall have been

accelerated pursuant to Section 8.2, all payments or proceeds received by the Agent hereunder or under any other Loan Document in respect

of any of the Indebtedness, including, but not limited to all proceeds received by the Agent in respect of any sale, any collection from,

or other realization upon all or any part of the Collateral, shall be applied in full or in part as follows:

first, ratably

to pay the Indebtedness in respect of any fees (other than the Prepayment Premium), expense reimbursements, indemnities and other amounts

then due and payable to the Agent until paid in full;

second, ratably

to pay the Indebtedness in respect of any fees (other than the Prepayment Premium), expense reimbursements, and indemnities then due and

payable to the Lenders until paid in full;

third, ratably

to pay interest then due and payable in respect of the Loans;

fourth, ratably

to pay principal (including the Term Loan PIK Amount with respect thereto) of the Third Amendment Incremental Term Loan until paid in

full;

fifth, ratably

to pay principal (including the Term Loan PIK Amount with respect thereto) of the Term Loan (other than the Third Amendment Incremental

Term Loan) until paid in full;

sixth, ratably

to pay the Indebtedness in respect of the Prepayment Premium then due and payable to the Lenders until paid in full;

seventh, to

the ratable payment of all other Indebtedness then due and payable until paid in full; and

eighth, all

remaining amounts to the Borrower or such other Person entitled thereto under applicable law.

(b)

For purposes of Section 9.2, “paid in full” means payment in cash of all amounts owing under the Loan Documents according

to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after

the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the

same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

In the event of a direct conflict

between the priority provisions of Section 9.2 and other provisions contained in any other Loan Document, it is the intention of the parties

hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be

in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms

and provisions of Section 9.2 shall control and govern.

9.3

Ratable Sharing(a). Lenders hereby agree among themselves that if any of

them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof),

through the exercise of any right of set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right

under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive

payment in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively,

the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect

of the Aggregate Amounts Due to such other Lender having Loans of the same Class, then the Lender receiving such proportionately greater

payment shall (a) notify the Agent and each other Lender in writing of the receipt of such payment and (b) apply a portion of such payment

to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt

by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate

Amounts Due

shall be shared by

all Lenders having Loans of the same Class in proportion to the Aggregate Amounts Due to them; provided, if all or part of such

proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization

of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned

to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to

the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s

lien, set off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as

if that holder were owed the amount of the participation held by that holder.

9.4

Treatment of a Defaulting Lender.

(a)

The obligation of any Lender to make any Loan hereunder shall not be affected by the failure of any other Lender to make any Loan

under this Agreement, and no Lender shall have any liability to the Borrower or any of its Subsidiaries, the Agent, any other Lender,

or any other Person for another Lender’s failure to make any loan or Loan hereunder.

(b)

If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to vote in respect of any amendment,

consent or waiver of the terms of this Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent

shall be subject to the restrictions set forth in Section 12.9.

(c)

Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether

voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Agent from a Defaulting Lender pursuant to

Section 8.6 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts

owing by such Defaulting Lender to the Agent hereunder; second, as the Borrower may request (so long as no Default or Event of

Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required

by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Borrower, to be held in a deposit account

and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under

this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent

jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations

under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower

as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of

such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise

directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans

in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the

conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting

Lenders in accordance with their Pro Rata Shares prior to being applied to the payment of any Loans of such Defaulting Lender until such

time as all Loans are held by the Lenders pro rata in accordance with their respective Pro Rata Shares.

10. YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES.

10.1

Capital Adequacy and Other Increased Costs. If any Change in Law affects

or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent)

(including as a result of the imposition of Taxes other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition

of Excluded Taxes or Other Connection

Taxes) and such Lender or the

Agent, as the case may be, determines that the amount of required capital is increased by, or based upon the existence of such Lender’s

or the Agent’s obligations or Loans hereunder, the effect of such Change in Law is to result in such an increase, and such increase

has the effect of reducing the rate of return on such Lender’s or the Agent’s (or such controlling corporation’s) capital

as a consequence of such obligations or Loans hereunder to a level below that which such Lender or the Agent (or such controlling corporation)

could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy or liquidity)

by an amount deemed by such Lender or the Agent to be material, then the Agent or such Lender shall notify the Borrower, and thereafter

the Borrower shall pay to such Lender or the Agent, as the case may be, within ten (10) Business Days of written demand therefor from

such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any

such reduction which such Lender or the Agent determines to be allocable to the existence of such Lender’s or the Agent’s

obligations or Loans hereunder. A statement setting forth the amount of such compensation, the methodology for the calculation and the

calculation thereof which shall also be prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be,

shall be submitted by such Lender or by the Agent to the Borrower, reasonably promptly after becoming aware of any event described in

this Section 10.1 and shall be conclusively presumed to be correct, absent manifest error.

10.2

Right of Lenders to Fund through Branches and Affiliates. Each Lender may,

if it so elects, fulfill its commitment as to any Loan hereunder by designating a branch or Affiliate of such Lender to make such Loan;

provided that (a) such Lender shall remain solely responsible for the performances of its obligations hereunder and (b) no such

designation shall result in any material increased costs to the Borrower or the Agent.

10.3

Delay in Requests. Failure or delay on the part of any Lender to demand

compensation pursuant to the foregoing provisions of this Section 10.3 shall not constitute a waiver of such Lender’s right to demand

such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to Section 10.1, for any increased

costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law

(provided that this provision will not apply to any Change in Law of the type referred to in clauses (x), (y) or (z) of the definition

thereof) giving rise to such increased costs or reductions and of such Lender’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 the period of retroactive effect thereof).

10.4

Taxes.

(a)

Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction

or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith

discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding

Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the

full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified

Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has

been made (including such deductions and withholdings applicable to additional sums payable under this Section 10.4) the applicable Recipient

receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)

Without duplication of Section 10.4(a), the Credit Parties shall timely pay to the relevant Governmental Authority in accordance

with applicable law, or at the option of the Agent, timely reimburse it for the payment of, any Other Taxes.

(c)

As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 10.4,

such Credit Party shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing

such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(d)

If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which

it has been indemnified pursuant to this Section 10.4, (including by payment of additional amounts pursuant to this Section 10.4), it

shall pay to the indemnifying party an amount equal to such refund (but only to the extent of additional amounts or indemnification paid

under this Section 10.4 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including

Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect

to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party

the amount paid over pursuant to this paragraph (d) (plus any penalties, interest or other charges imposed by the relevant Governmental

Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding

anything to the contrary in this paragraph (d), in no event will the indemnified party be required to pay any amount to an indemnifying

party pursuant to this paragraph (d) 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,

withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This

paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating

to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(e)

The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified

Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 10.4) payable or paid

by such Person or required to be withheld or deducted from a payment to such Person and any reasonable expenses arising therefrom or with

respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A

certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent) or by the Agent

on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(f)

Each Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable

to such Lender (but only to the extent the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting

the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of

Section 12.7 hereof relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender (or

assignee or participant, if applicable), in each case, that are payable or paid by the Agent or Borrower, as and if applicable, in connection

with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly

or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability

delivered to any Lender by the Agent, accompanied by reasonable supporting documentation, shall be conclusive absent manifest error. Each

Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such

Lender under any Loan

Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph

(f).

(g)

For purposes of this Section 10.4, the term “applicable law” includes FATCA.

(h)

Each party’s obligations under this Section 10.4 shall survive the resignation or replacement of the Agent or any assignment

of rights by, or the replacement of a Lender, the termination of Commitments and the repayment, satisfaction or discharge of all obligations

under any Loan Document.

11. AGENT.

11.1

Appointment of the Agent. Each Lender and the holder of each Note (if issued)

irrevocably appoints and authorizes the Agent to act on behalf of such Lender or holder under this Agreement and the other Loan Documents

and to exercise such powers hereunder and thereunder as are specifically delegated to the Agent by the terms hereof and thereof, together

with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution

of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent

shall act solely as a non-fiduciary 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 any Credit Party.

11.2

Agency for Perfection. Each Lender hereby appoints the Agent and each other

Lender as agent and bailee for the purpose of perfection the security interests in and liens upon the Collateral in assets which, in accordance

with Article 9 of the UCC, can be perfected only by possession or control (or where the security interest of a secured party with possession

or control has priority over the security interest of another secured party) and the Agent and each Lender hereby acknowledges that it

holds possession of or otherwise controls any such Collateral for the benefit of the Agent and the Lenders as secured party. Should

any Lender obtain possession or control of any such Collateral, such Lender shall notify the Agent thereof in writing, and, promptly upon

the Agent’s request therefore shall deliver such Collateral to the Agent or in accordance with the Agent’s instructions.

11.3

Scope of the Agent’s Duties. The Agent shall have no duties or responsibilities

except those expressly set forth herein, and shall not, by reason of this Agreement or otherwise, have a fiduciary relationship with any

Lender (and no implied covenants or other obligations shall be read into this Agreement against the Agent). None of the Agent, its Affiliates

nor any of their respective directors, officers, employees or agents shall be liable for any action taken or omitted to be taken by it

or them under this Agreement or any document executed pursuant hereto, or in connection herewith or therewith: (i) with the consent or

at the request of the Majority Lenders (or all of the Lenders for those acts requiring consent of all of the Lenders or such other number

or percentage of Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances);

or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by a final

and non-appealable judgment; provided, that, no action taken or not taken by the Agent with the consent or at the request of the Majority

Lenders (or all of the Lenders for those acts requiring consent of all of the Lenders or such other number or percentage of Lenders as

shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances) shall be considered gross

negligence or willful misconduct of the Agent. None of the Agent, its Affiliates nor any of their respective directors, officers,

employees or agents shall be responsible for or have any duties to ascertain, inquire into or verify (a) any recitals or warranties made

by the Credit Parties or any Affiliate of the Credit Parties, or any officer thereof contained herein or therein, (b) the effectiveness,

enforceability, validity or due execution of this Agreement or any document executed pursuant hereto or any security

thereunder, (c) the performance

by the Credit Parties of their respective obligations hereunder or thereunder, or (d) the satisfaction of any condition hereunder or thereunder,

including without limitation in connection with the making of any Loan. The Agent and its Affiliates shall be entitled to rely upon, and

shall not incur any liability for relying upon, any certificate, notice, document or other communication (including any cable, telegraph,

telex, facsimile transmission or oral communication) believed by it to be genuine and correct and to have been sent or given by or on

behalf of a proper Person. The Agent may treat the payee of any Note as the holder thereof. The Agent may employ agents and may consult

with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Person for the negligence

or misconduct of any such Person (except to the extent that a court of competent jurisdiction determines in a final and non-appealable

judgment that the Agent acted with gross negligence or willful misconduct in the selection of such Person) or 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.

11.4

Successor Agent.

(a)

The Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and each of the Lenders. If

the Agent at any time shall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by

written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long

as no Event of Default has occurred and is continuing, to the Borrower (which approval shall not be unreasonably withheld or delayed);

provided, however that any such successor Agent shall be a bank or a trust company or other financial institution which maintains an office

in the United States, or a commercial bank organized under the laws of the United States or any state thereof, or any Affiliate of such

bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus

of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver

or cause to be delivered to any successor agent such documents of transfer and assignment as such Successor Agent may reasonably request.

If a Successor Agent is not so appointed or does not accept such appointment before the resigning Agent’s resignation becomes effective,

the resigning Agent may, but shall be under no obligation to, appoint a temporary successor to act until such appointment by the Majority

Lenders and, if applicable, the Borrower, is made and accepted, or if no such temporary successor is appointed as provided above by the

resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment

by the Majority Lenders and, if applicable, the Borrower, is made and accepted. Such Successor Agent shall succeed to all of the rights

and obligations of the resigning Agent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such Successor

Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to

be reimbursed hereunder. Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and

obligations, in its capacity as the Agent hereunder, and the provisions of this Article 11, Section 10.4(e)-(f) and Section 12.4 shall

continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to be taken by it while it was acting

as the Agent.

(b)

Notwithstanding anything herein to the contrary, CHS may assign its rights and duties as the Agent hereunder to its Affiliates

and Related Funds without the prior written consent of, or prior written notice to, the Borrower or the Lenders; provided that

the Borrower and the Lenders may deem and treat such assigning Agent as the Agent for all purposes hereof, unless and until such assigning

Agent provides written notice to the Borrower and the Lenders of such assignment. Upon such assignment such Person shall succeed

to and become vested with all rights, powers, privileges and duties as the Agent hereunder and under the other Loan Documents.

(c)

The 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 additional individuals or institutions as separate trustee, co-trustee, collateral agent, sub-agent

or co-agent (“Supplemental Agents”) appointed by the Agent. The Agent and any such Supplemental Agents 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 Agreement (including, without limitation, this Article 11, Section 10.4(e)-(f) and Section

12.4) shall apply to any of the Supplemental Agents of the Agent and shall apply to their respective activities in connection with its

activities as the Agent. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions)

of this Agreement (including, without limitation, this Article 11, Section 10.4(e)-(f) and Section 12.4) shall apply to any such Supplemental

Agent and to the Affiliates of any such Supplemental 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 Supplemental Agent

appointed by the Agent, (i) such Supplemental Agent shall be a third party beneficiary under this Agreement with respect to all such rights,

benefits and privileges (including exculpatory and rights to indemnification) and shall have all of the rights, benefits and privileges

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 Borrower,

the Guarantors 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 Supplemental Agent, and (iii) such Supplemental Agent shall only have obligations

to the Agent, and not to the Borrower, Guarantor, Lender or any other Person and no Borrower, Guarantor, Lender or any other Person shall

have the rights, directly or indirectly, as a third party beneficiary or otherwise, against such Supplemental Agent. The Agent

shall not be responsible for the negligence or misconduct of any Supplemental Agent except to the extent that a court of competent jurisdiction

determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of

such Supplemental Agent.

11.5

Credit Decisions. Each Lender acknowledges that it has, independently of

the Agent and each other Lender and based on the financial statements of the Borrower and such other documents, information and investigations

as it has deemed appropriate, made its own credit decision to extend credit hereunder from time to time. Each Lender also acknowledges

that it will, independently of the Agent and each other Lender and based on such other documents, information and investigations as it

shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any

rights and privileges available to it under this Agreement, any Loan Document or any other document executed pursuant hereto.

11.6

Authority of the Agent to Enforce This Agreement. Each Lender, subject to

the terms and conditions of this Agreement, grants the Agent full power and authority as attorney-in-fact to institute and maintain actions,

suits or proceedings for the collection and enforcement of any Indebtedness (including any Prepayment Premium) outstanding under this

Agreement or any other Loan Document and to file such proofs of debt or other documents as may be necessary to have the claims of the

Lenders allowed in any proceeding relative to any Credit Party, or their respective creditors or affecting their respective properties,

and to take such other actions which the Agent considers to be necessary or desirable for the protection, collection and enforcement of

the Notes, this Agreement or the other Loan Documents.

11.7

Indemnification of the Agent. The Lenders agree to indemnify the Agent,

its Affiliates and their respective officers, partners, directors, trustees employees and agents (each, an “Indemnitee Agent

Party”) (to the extent not reimbursed by the Borrower, but without limiting any obligation of the Borrower to make such reimbursement),

ratably according to their respective Pro Rata Shares (provided,

that, if such indemnity payment

is sought after the date on which the Loans have been paid in full, such determination of such Pro Rata Shares shall be made as of the

last date prior to which the Loans were paid in full), from and against any and all claims, damages, losses, liabilities, costs or expenses

of any kind or nature whatsoever (including, without limitation, reasonable fees and expenses of in-house and outside counsel) which may

be imposed on, incurred by, or asserted against any Indemnitee Agent Party in any way relating to or arising out of this Agreement, any

of the other Loan Documents or the transactions contemplated hereby or any action taken or omitted by any Indemnitee Agent Party under

this Agreement or any of the Loan Documents in all cases, whether or not caused by or arising, in whole or in part, out of the comparative,

contributory, or sole negligence of such Indemnitee Agent Party; provided, however, that no Lender shall be liable for any portion of

such claims, damages, losses, liabilities, costs or expenses resulting from such Indemnitee Agent Party’s gross negligence or willful

misconduct as determined by a court of competent jurisdiction in a final, non-appealable order. Without limitation of the foregoing, each

Lender agrees to reimburse the Indemnitee Agent Parties promptly upon demand for its ratable share of any reasonable out-of-pocket expenses

(including, without limitation, reasonable fees and expenses of in-house and outside counsel) incurred by the Indemnitee Agent Parties

in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations,

legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other

Loan Documents, to the extent that the Indemnitee Agent Parties are not timely reimbursed for such expenses by the Borrower, but without

limiting the obligation of the Borrower to make such reimbursement. Each Lender agrees to reimburse the Indemnitee Agent Parties promptly

upon demand for its ratable share (provided, that, if such payment is sought after the date on which the Loans have been paid in full,

such determination of such ratable share shall be made as of the last date prior to which the Loans were paid in full) of any amounts

owing to the Indemnitee Agent Parties by the Lenders pursuant to this Section, provided that, if the Indemnitee Agent Parties are subsequently

reimbursed by the Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement.

If the indemnity furnished to the Indemnitee Agent Parties under this Section shall become impaired as determined in the Agent’s

reasonable judgment or the Agent shall elect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters

or otherwise), the Agent shall give notice thereof to each Lender and, until such additional indemnity is provided or such existing indemnity

is confirmed, the Agent may cease, or not commence, to take any action. Any amounts paid by the Lenders hereunder to the Indemnitee Agent

Parties shall be deemed to constitute part of the Indebtedness hereunder.

11.8

Knowledge of Default. It is expressly understood and agreed that the Agent

shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately

responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default

or Event of Default and conspicuously stating that such notice is a “notice of default”. Upon receiving such a notice, the

Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall

endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its

failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information

required to be provided by the Borrower hereunder.

11.9

The Agent’s Authorization; Action by Lenders. Except as otherwise

expressly provided herein, whenever the Agent is authorized and empowered hereunder on behalf of the Lenders to give any approval or consent,

or to make any request, or to take any other action on behalf of the Lenders (including without limitation the exercise of any right or

remedy hereunder or under the other Loan Documents), the Agent shall be required to give such approval or consent, or to make such request

or to take such other action only when so requested in writing by the Majority Lenders or the Lenders, as applicable hereunder, provided,

however, that the Agent shall not be required to act or omit to act if, in

the reasonable judgment of the

Agent, such action or omission may expose the Agent to personal liability for which the Agent has not been satisfactorily indemnified

hereunder or is contrary to this Agreement, any of the Loan Documents or applicable law. Action that may be taken by the Majority

Lenders, any other specified percentage of the Lenders or all of the Lenders, as the case may be (as provided for hereunder), may be taken

(i) pursuant to a vote of the requisite percentages of the Lenders as required hereunder at a meeting (which may be held by telephone

conference call), provided that the Agent exercises good faith, diligent efforts to give all of the Lenders reasonable advance notice

of the meeting, or (ii) pursuant to the written consent of the requisite percentages of the Lenders as required hereunder, provided that

all of the Lenders are given reasonable advance notice of the requests for such consent.

11.10

Enforcement Actions by the Agent. Except as otherwise expressly provided

under this Agreement or in any of the other Loan Documents and subject to the terms hereof, the Agent will take such action, assert such

rights and pursue such remedies under this Agreement and the other Loan Documents as the Majority Lenders or all of the Lenders, as the

case may be (as provided for hereunder), shall direct; provided, however, that the Agent shall not be required to act or omit to act if,

in the reasonable judgment of the Agent, such action or omission may expose the Agent to personal liability for which the Agent has not

been satisfactorily indemnified hereunder or is contrary to this Agreement, any of the Loan Documents or applicable law. Anything contained

in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Agent and each Lender hereby agree (i) no Lender shall

have any right individually to realize upon any of the Collateral under any Loan Document or to enforce any Guaranty, it being understood

and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agent for the benefit of the Lenders

in accordance with the terms thereof, (ii) in the event of a foreclosure by the Agent on any of the Collateral pursuant to a public or

private sale, the Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and (iii) the Agent, as agent

for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Majority

Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles) for the purpose

of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral to be sold (A) at any public

or private sale, (B) at any sale conducted by the Agent under the provisions of the Uniform Commercial Code (including pursuant to Sections

9-610 or 9-620 of the Uniform Commercial Code), (C) at any sale or foreclosure conducted by the Agent (whether by judicial action or otherwise)

in accordance with applicable law or (D) any sale conducted pursuant to the provisions of any Debtor Relief Law (including Section 363

of the Bankruptcy Code), to use and apply all or any of the Indebtedness (including any Prepayment Premium) as a credit on account of

the purchase price for any Collateral payable by the Agent at such sale.

11.11

Collateral Matters.

(a)

The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders,

from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and

maintain a perfected security interest in and Liens upon the Collateral granted pursuant to the Loan Documents.

(b)

The Lenders irrevocably authorize the Agent, in its reasonable discretion, to the full extent set forth in Section 12.9(d) hereof,

at the sole cost and expense of the Borrower (1) to release or terminate any Lien granted to or held by the Agent upon any Collateral

(a) upon termination of the Commitments and payment in full of all Indebtedness (including any Prepayment Premium) payable under this

Agreement and under any other Loan Document; (b) constituting property (including, without limitation, Equity Interests in any Person)

sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of

transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms

of this Agreement to

a Person that is not the Borrower or a Guarantor, subject to Section 11.11(b)(3) below; (c) constituting property in which a Credit Party

owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by

the Majority Lenders, or all the Lenders, as the case may be, as provided in Section 12.9; (2) to subordinate the Lien granted to or held

by the Agent on any Collateral to any other holder of a Lien on such Collateral which is permitted by Section 7.2(b) hereto; and (3) if

all of the Equity Interests held by the Credit Parties in any Person are sold or otherwise transferred to any transferee other than the

Borrower, an Affiliate of the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale,

by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement, to release such Person from all

of its obligations under the Loan Documents (including, without limitation, under any Guaranty). Upon request by the Agent at any time,

the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral or subordinate its

interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this

Section 11.11(b), and the Agent shall be entitled to refrain from taking any such action until it receives such written confirmation from

the Majority Lenders or Lenders (as applicable).

11.12

The Agent in its Individual Capacity. CHS and its Affiliates, successors

and assigns shall each have the same rights and powers hereunder as any other Lender and may exercise or refrain from exercising the same

as though such Lender were not the Agent. CHS and its Affiliates may (without having to account therefor to any Lender) accept deposits

from, lend money to, and generally engage in any kind of banking, trust, financial advisory or other business with the Credit Parties

as if such Lender were not acting as the Agent hereunder, and may accept fees and other consideration therefor without having to account

for the same to the Lenders.

11.13

Specified Subordination Agreement and Subordination Agreements. Each Lender

hereby irrevocably appoints, designates and authorizes Agent to enter into any subordination or intercreditor agreement pertaining to

the Senior Debt or any Subordinated Debt, on its behalf and to take such action on its behalf under the provisions of any such agreement. Each

Lender further agrees to be bound by the terms and conditions of each subordination or intercreditor agreement pertaining to the Senior

Debt or any Subordinated Debt.

11.14

No Reliance on the Agent’s Customer Identification Program.

(a)

Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on

the Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program,

or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations

contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism

Law, including any programs involving any of the following items relating to or in connection with the Borrower or any of its Subsidiaries,

any of their respective Affiliates or agents, the Loan Documents or the transactions hereunder: (i) any identify verification procedures,

(ii) any record keeping, (iii) any comparisons with government lists, (iv) any customer notices or (v) any other procedures required under

the CIP Regulations or such other laws.

(b)

Each Lender or assignee or participant of a Lender that is not organized under the laws of the United States or a state thereof

(and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations

because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States

or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign

bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell”

and certifying to other matters as required by

Section 313 of the USA

Patriot Act and the applicable regulations: (x) within 10 days after the Restatement Date, and (y) at such other times as are required

under the USA Patriot Act.

12. MISCELLANEOUS.

12.1

[Reserved].

12.2

Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY THE

BORROWER OR ANY GUARANTOR ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE INDEBTEDNESS (including

any Prepayment Premium), MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF

NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

(I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF FORUM NON

CONVENIENS; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,

RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 12.5 IS SUFFICIENT

TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE

AND BINDING SERVICE IN EVERY RESPECT; AND (iv) AGREES THAT THE AGENT AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER

PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST THE BORROWER OR ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

12.3

Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES

HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO

CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

12.4

Closing Costs and Other Costs; Indemnification.

(a)

Whether or not the transactions contemplated hereby shall be consummated, the Borrower shall pay or reimburse (a) the Agent, the

Lenders and their respective Affiliates for payment of, on demand, all reasonable and documented costs and expenses incurred by the Agent,

Lenders and their respective Affiliates in connection with the consummation and closing of the loans contemplated hereby, the administration

or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities

of the parties hereto), any refinancing or restructuring of the Loans provided under this Agreement or the other Loan Documents or the

negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications

thereto and any other documents or matters requested by Borrower, including, by way of description and not limitation, reasonable outside

attorney fees (which shall be limited to one outside counsel for the Agent and one outside counsel for the Lenders (absent a conflict

of interest (in which case, each group of similarly situated and conflicted Lenders may engage and be reimbursed for an additional firm

of outside counsel)) and if necessary, one local counsel in each relevant jurisdiction and such specialist counsel as the Agent may reasonably

determine to be necessary and one local counsel in each relevant jurisdiction and such specialist counsel as the Lenders may reasonably

determine to be necessary (the "Legal Counsel Limitations")) and advances, appraisal, auditing, consulting and accounting

fees, costs and expenses of creating and perfecting Liens in favor of

the Agent, for the benefit

of Agent and the Lenders (including, without limitation, filing and recording fees and lien search fees), costs and expenses (including

the fees, expenses and disbursements of any appraisers, consultants, advisors and agents retained by Agent and its counsel and Lenders

and their counsel) in connection with the custody or preservation of any of the Collateral and required travel costs, and (b) the Agent

and its Affiliates and each of the Lenders, as the case may be, for all stamp and other taxes and duties payable or determined to be payable

in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of

the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to

pay such taxes or duties. Furthermore, all reasonable costs and expenses, including without limitation attorney fees (subject

to the Legal Counsel Limitations), incurred by the Agent, the Lenders and their respective Affiliates in revising, preserving, protecting,

exercising or enforcing any of the Agent’s and the Lenders’ rights against the Borrower or any other Credit Party, or otherwise

incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of their rights and

remedies hereunder (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation,

such charges incurred in connection with the sale of, collection from or other realization upon any of the Collateral, in connection with

any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “workout” or pursuant to

any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender

which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the

Borrower hereunder or otherwise, shall also be paid by the Borrower.

(b)

IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 12.4(a), WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY

SHALL BE CONSUMMATED, THE BORROWER AGREES TO DEFEND (SUBJECT TO THE LEGAL COUNSEL LIMITATIONS), INDEMNIFY, PAY AND HOLD HARMLESS, AGENT

AND EACH LENDER, THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES AND AGENTS OF AGENT

AND EACH LENDER (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER

OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED,

THE BORROWER SHALL NOT HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES TO THE EXTENT SUCH

INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A

FINAL, NON-APPEALABLE ORDER, OF THAT INDEMNITEE. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY AND HOLD HARMLESS

SET FORTH IN THIS SECTION 12.4(b) MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY,

THE BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION

OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.

(c)

To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against Lenders,

Agent and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential

or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed

by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any

Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated

hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in

connection therewith,

and the Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether

or not known or suspected to exist in its favor.

12.5

Notices.

(a)

Except as expressly provided otherwise in this Agreement (and except as provided in clause (b) below), all notices and other communications

provided to any party hereto under this Agreement or any other Loan Document shall be in writing and shall be given by personal delivery,

by mail, by reputable overnight courier or by facsimile and addressed or delivered to it at its address set forth on Annex II or

at such other address as may be designated by such party in a notice to the other parties that complies as to delivery with the terms

of this Section 12.5 or posted to an E-System set up by or at the direction of the Agent (as set forth below). Any notice,

if personally delivered or if mailed and properly addressed with postage prepaid and sent by registered or certified mail, shall be deemed

given when received or when delivery is refused; any notice, if given to a reputable overnight courier and properly addressed, shall be

deemed given two (2) Business Days after the date on which it was sent, unless it is actually received sooner by the named addressee;

and any notice, if transmitted by facsimile, shall be deemed given when received. The Agent may, but, except as specifically

provided herein, shall not be required to, take any action on the basis of any notice given to it by telephone, but the giver of any such

notice shall promptly confirm such notice in writing or by facsimile, and such notice will not be deemed to have been received until such

confirmation is deemed received in accordance with the provisions of this Section set forth above. If such telephonic notice conflicts

with any such confirmation, the terms of such confirmation shall control. Any notice given by the Agent or any Lender to the Borrower

shall be deemed to be a notice to all of the Credit Parties.

(b)

Notices and other communications provided to the Agent and the Lenders party hereto under this Agreement or any other Loan Document

may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved

by the Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified

the Agent that it is incapable of receiving notices under such Section by electronic communication. The Agent or the Borrower

may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications (including email

and any E-System) pursuant to procedures approved by it. Unless otherwise agreed to in a writing by and among the parties to

a particular communication, (i) notices and other communications sent to an email address shall be deemed received upon the sender’s

receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, return email,

or other written acknowledgment) and (ii) notices and other communications posted to any E-System shall be deemed received upon the deemed

receipt by the intended recipient at its email address as described in the foregoing clause (i) of notification that such notice or other

communication is available and identifying the website address therefore; provided that, for both clauses (i) and (ii) above, if

such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication

shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

12.6

Further Action. The Borrower, from time to time, upon written request of

the Agent will make, execute, acknowledge and deliver or cause to be made, executed, acknowledged and delivered, all such further and

additional instruments, and take all such further action as may reasonably be required to carry out the intent and purpose of this Agreement

or the Loan Documents, and to provide for Loans under and payment of the Notes, according to the intent and purpose herein and therein

expressed.

12.7

Successors and Assigns; Participations; Assignments.

(a)

This Agreement shall be binding upon and shall inure to the benefit of the Borrower and the Lenders and their respective successors

and assigns.

(b)

The foregoing shall not authorize any assignment by the Borrower of its rights or duties hereunder, and, except as otherwise provided

herein, no such assignment shall be made (or be effective) without the prior written approval of the Lenders.

(c)

No Lenders may at any time assign or grant participations in such Lender’s rights and obligations hereunder and under the

other Loan Documents except (i) by way of assignment to any Eligible Assignee in accordance with clause (d) of this Section, (ii) by way

of a participation in accordance with the provisions of clause (e) of this Section 12.7 or (iii) by way of a pledge or assignment or grant

of a security interest subject to the restrictions of clause (g) of this Section 12.7 (and any other attempted assignment or transfer

by any Lender shall be deemed to be null and void); provided, that, notwithstanding anything to the contrary contained in this Agreement,

(a) the Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance

with the provisions hereof relating to an Eligible Assignee and (b) the Borrower and the Lenders acknowledge and agree that the Agent

shall have no responsibility or obligation to determine whether any Lender or potential Lender is an Eligible Assignee and that the Agent

shall have no liability with respect to any assignment or participation made to any Person which is not an Eligible Assignee.

(d)

Each assignment by a Lender of all or any portion of its rights and obligations hereunder and under the other Loan Documents, shall

be subject to the following terms and conditions:

(i)

each such assignment shall be made on a pro rata basis with respect to each Class of Term Loans, and shall be in a minimum amount

of the lesser of Five Million Dollars ($5,000,000) (or such lesser amount as may be agreed to by the Agent or as shall constitute the

aggregate amount of the Term Loan or Incremental Term Loans of a particular tranche of the assigning Lender) with respect to the assignment

of Term Loans; and

(ii)

the parties to any assignment shall execute and deliver to the Agent an Assignment Agreement substantially (as determined by the

Agent) in the form attached hereto as Exhibit B (with appropriate insertions acceptable to the Agent), together with a processing and

recordation fee in the amount, if any, required as set forth in the Assignment Agreement, and any other documents as the Agent shall reasonably

request from such assignee.

Until the Assignment Agreement becomes effective

in accordance with its terms and is recorded in the Register maintained by the Agent under clause (h) of this Section 12.7, and the Agent

has confirmed that the assignment satisfies the requirements of this Section 12.7, the Borrower and the Agent shall be entitled to continue

to deal solely and directly with the assigning Lender in connection with the interest so assigned. From and after the effective

date of each Assignment Agreement that satisfies the requirements of this Section 12.7, the assignee thereunder shall be deemed to be

a party to this Agreement, such assignee shall have the rights and obligations of a Lender under this Agreement and the other Loan Documents

(including without limitation the right to receive fees payable hereunder in respect of the period following such assignment) and the

assigning Lender shall relinquish its rights and be released from its obligations under this Agreement and the other Loan Documents.

Upon request, the Borrower shall execute and deliver

to the Agent, new Note(s) payable to the order of the assignee in an amount equal to the amount assigned to the assigning Lender pursuant

to such Assignment Agreement, and with respect to the portion of the Indebtedness retained by the assigning

Lender, to the extent applicable, new Note(s)

payable to the order of the assigning Lender in an amount equal to the amount retained by such Lender hereunder. The Agent, the Lenders

and the Borrower acknowledges and agrees that any such new Note(s) shall be given in renewal and replacement of the Notes issued to the

assigning lender prior to such assignment and shall not effect or constitute a novation or discharge of the Indebtedness evidenced by

such prior Note, and each such new Note may contain a provision confirming such agreement.

(e)

The Borrower and the Agent acknowledge that each of the Lenders may at any time and from time to time, subject to the terms and

conditions hereof, grant participations in such Lender’s rights and obligations hereunder (on a pro rata basis only) and under the

other Loan Documents to any Person (other than a natural person or to the Borrower or any of the Borrower’s Affiliates or Subsidiaries);

provided that any participation permitted hereunder shall comply with all applicable laws and shall be subject to a participation agreement

that incorporates the following restrictions:

(i)

such Lender shall remain the holder of its Notes hereunder (if such Notes are issued), notwithstanding any such participation;

(ii)

a participant shall not reassign or transfer, or grant any sub-participations in its participation interest hereunder or any part

thereof;

(iii)

such Lender shall retain the sole right and responsibility to enforce the obligations of the Credit Parties relating to the Notes

and the other Loan Documents, including, without limitation, the right to proceed against any Guarantors, or cause the Agent to do so

(subject to the terms and conditions hereof), and the right to approve any amendment, modification or waiver of any provision of this

Agreement without the consent of the participant (unless such participant is an Affiliate of such Lender), except for those matters requiring

the consent of each of the Lenders under Section 12.9(b) (provided that a participant may exercise approval rights over such matters only

on an indirect basis, acting through such Lender and the Credit Parties, the Agent and the other Lenders may continue to deal directly

with such Lender in connection with such Lender’s rights and duties hereunder). Notwithstanding the foregoing, however, in the case

of any participation granted by any Lender hereunder, the participant shall not have any rights under this Agreement or any of the other

Loan Documents against the Agent, any other Lender or any Credit Party; provided, however that the participant may have rights against

such Lender in respect of such participation as may be set forth in the applicable participation agreement and all amounts payable by

the Borrower and Guarantors hereunder shall be determined as if such Lender had not sold such participation. Each such participant

shall be entitled to the benefits of Article 10 of this Agreement to the same extent as if it were a Lender and had acquired its interest

by assignment pursuant to clause (d) of this Section, provided that no participant shall be entitled to receive any greater amount pursuant

to such the provisions of Article 10 than the issuing Lender would have been entitled to receive in respect of the amount of the participation

transferred by such issuing Lender to such participant had no such transfer occurred, except to the extent that such entitlement to receive

any greater payment results from a Change in Law that occurs after the participant acquired the applicable participation, and each such

participant shall also be entitled to the benefits of Section 8.6 hereof as though it were a Lender, provided that such participant agrees

to be subject to Section 9.3 hereof as though it were a Lender; and

(iv)

each participant shall provide the relevant tax form required under Section 12.12 to its participating Lender.

(f)

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain

a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s

interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no

Lender shall

have any 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 commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person

except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is

in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 163(f), 871(h)(2) and 881(c)(2) of

the Internal Revenue Code. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender

shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this

Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall

have no responsibility for maintaining a Participant Register.

(g)

Any Lender may at any time pledge or assign or grant a security interest in all or any portion of its rights under this Agreement

(including its Notes, if any) or any other Loan Document to secure obligations or indebtedness of such Lender, including any pledge or

assignment or grant to secure obligations to a Federal Reserve Bank or other third party lender, without notice to or consent of the Borrower

or the Agent; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute

any such pledge or assignee for such Lender as a party hereto (except in connection with the exercise of remedies

by such pledgee or assignee or grantee with respect to the obligations or indebtedness of such Lender).

(h)

The Borrower hereby designates the Agent, and Agent agrees to serve, as the Borrower’s non-fiduciary agent solely for purposes

of this Section 12.7(h) to maintain at its principal office in the United States a copy of each Assignment Agreement delivered to it and

a register (the “Register”) for the recordation of the names and addresses of the Lenders and the principal amount

of each type of Loan owing to each such Lender from time to time. The entries in the Register shall be conclusive evidence, absent manifest

error, and the Borrower, the Agent, and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the

Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender

(but only with respect to any entry relating to the principal amounts owing to such Lender) upon reasonable notice to the Agent and a

copy of such information shall be provided to any such party on their prior written request. The Agent shall give prompt written notice

to the Borrower of the making of any entry in the Register or any change in such entry. This Section 12.7(h) shall be construed

so that the Loans are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United

States Treasury Regulations and Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code.

(i)

The Borrower authorizes each Lender to disclose to any prospective assignee or participant which has satisfied the requirements

hereunder, any and all financial information in such Lender’s possession concerning the Credit Parties which has been delivered

to such Lender pursuant to this Agreement, provided that each such prospective assignee or participant shall execute a confidentiality

agreement consistent with the terms of Section 12.10 hereof or shall otherwise agree to be bound by the terms thereof.

(j)

Nothing in this Agreement, the Notes or the other Loan Documents, expressed or implied, is intended to or shall confer on any Person

other than the respective parties hereto and thereto and their successors and assignees and participants permitted hereunder and thereunder

any benefit or any legal or equitable right, remedy or other claim under this Agreement, the Notes or the other Loan Documents.

12.8

Counterparts. This Agreement may be executed in several counterparts, and

each executed copy shall constitute an original instrument, but such counterparts shall together constitute but one and the same instrument. The

words “execution,” “execute”, “signed,” “signature,” and words of like

import in or related to any

document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic

signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, 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 or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,

including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records

Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained

herein to the contrary the Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly

agreed to by the Agent pursuant to procedures approved by it.

12.9

Amendment and Waiver.

(a)

(a) Except as otherwise expressly provided in Section 2.11 with respect to any Joinder Agreement, no amendment or waiver of

any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event

be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request

of the Majority Lenders) (except with respect to the Fee Letter, which shall only require the consent of the parties thereto) or, if this

Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this

Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent

shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement

to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders

(or the like).

(b)

Notwithstanding anything to the contrary herein,

(i)

no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s

consent;

(ii)

no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected

thereby, do any of the following:

(A)

reduce the principal of, or interest (other than any waiver of any increase in the interest rate applicable to any Loan pursuant

to Section 2.6(d)) on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (including any Prepayment Premium),

(B)

postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts

payable hereunder (including any Prepayment Premium) (provided that, for the avoidance of doubt, any exercise of the Term Loan PIK Option

shall not constitute a postponement for purposes of this clause (B)),

(C)

change any of the provisions of this Section 12.9 or the definition of “Majority Lenders” or any other provision of

any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any

determination or grant any consent thereunder; provided that changes to the definition of “Majority Lenders” may be made with

the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement

with the approval of the appropriate Lenders, and

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(D)

amend the definition of “Pro Rata Share”;

provided, however,

that any waiver of a mandatory prepayment, Section 2.11(b)(v) or any Default or Event of Default shall be subject only to the consent

of the Majority Lenders;

(iii)

no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following:

(A)

except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided

that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession

or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however

that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any

Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents (to a Person

that is not the Borrower or a Guarantor) or release any guaranty to the extent expressly permitted by Section 11.11(b)(iii) of this Agreement,

(B)

modify, directly or indirectly, Section 9.2, Section 9.3 hereof or any other provision herein or in the other Loan Documents receiving

the pro rata treatment of Lenders in a manner that would alter the priorities set forth therein or the pro rata sharing of payments required

thereby, or

(C)

except as expressly permitted in Section 11.11(b)(2), subordinate the Indebtedness hereunder or the Liens granted hereunder or

under the other Loan Documents, to any other Debt (other than the Senior Debt) or obligation or Lien (other than the Liens in favor of

the Senior Agent under the Senior Loan Documents), as the case may be;

(iv)

any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document,

shall require the written concurrence of the Agent; and

(v)

any amendment, waiver, consent or other modification to this Agreement to permit the formation or other existence of the direct

parent entity of the Borrower shall require the written consent of the Agent in its sole discretion.

(c)

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment,

consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected

without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s

consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the

principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly),

(iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness (including any

Prepayment Premium) or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which

requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other

affected Lenders (other than a modification which results in a reduction of repayment of any amounts owing to such Defaulting Lender on

a non pro-rata basis).

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(d)

The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary

to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Commitments and

payment in full of all Indebtedness (including any Prepayment Premium) payable under this Agreement and under any other Loan Document;

(b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part

of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of

any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement to a Person that is not

the Borrower or a Guarantor, subject to Section 12.9(d)(2) below; (c) which constitutes property in which a Credit Party owned no interest

at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders,

or all the Lenders, as the case may be, as provided in this Section 12.9; or (2) the release of any Person from its obligations under

the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit

Party are sold or otherwise transferred to any transferee other than the Borrower, an Affiliate of the Borrower or a Subsidiary of the

Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in

accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination

agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any

obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any

manner discharge, affect or impair the Indebtedness (including any Prepayment Premium) or any Liens upon any Collateral retained by any

Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part

of the Collateral.

(e)

Notwithstanding anything to the contrary herein the Agent may, with the consent of the Borrower only, amend, modify or supplement

this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.

(f)

Notwithstanding the foregoing, no amendment and restatement of this Agreement which is in all other respects approved by the Lenders

in accordance with this Section 12.9 shall require the consent or approval of any Lender (i) which immediately after giving effect to

such amendment and restatement, shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so

amended and restated) and (ii) which, substantially contemporaneously with the effectiveness of such amendment and restatement, shall

have received payment in full of all Indebtedness (including any Prepayment Premium) owing to such Lender under the Loan Documents. From

and after the effectiveness of any such amendment and restatement, any such Lender shall be deemed to no longer be a “Lender”

hereunder or a party hereto, except that any such Lender shall retain the benefits of indemnification provisions hereof which, by the

terms hereof would survive the termination of this Agreement.

12.10

Confidentiality. Each of Agent and Lender agrees that it will not disclose

without the prior consent of the Borrower (other than to its Subsidiaries, another Lender, an Affiliate of a Lender or to its auditors,

agents, advisors, directors, officers, employees, shareholders, counsel or representatives (or to other Persons authorized by a Lender

or the Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this

Section 12.10)) any information with respect to the Credit Parties which is furnished pursuant to this Agreement or any of the other Loan

Documents; provided that Agent and Lenders may disclose any such information (a) as has become generally available to the public

or has been lawfully obtained by Agent or Lender from any third party under no duty of confidentiality to any Credit Party, (b) as may

be required or appropriate in any report, statement or testimony submitted to, or in respect to any inquiry, by, any municipal, state

or federal regulatory body having or claiming to have jurisdiction over Agent or Lender, including the Board of

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Governors of the Federal Reserve

System of the United States, the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation or similar organizations

(whether in the United States or elsewhere) or their successors, (c) as may be required or appropriate in respect to any summons or subpoena

or in connection with any litigation, (d) in order to comply with any law, order, regulation, ruling or other requirement of law applicable

to such Lender, (e) to any prospective assignee or participant in accordance with Section 12.7(f) hereof, (f) disclosure to any rating

agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the

confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agent or any Lender, and

(g) disclosures of such information to any investors, members and partners of any Agent, Lender or their Affiliates, provided that

prior to any disclosure, such investor, member or partner is informed of the confidential nature of the information.

12.11

Substitution or Removal of Lenders. Anything contained herein to the contrary

notwithstanding, in the event that: (a) (i) any Lender shall give notice to the Borrower that such Lender is entitled to receive

payments under Section 10.1 or 10.4, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect,

and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal;

or (b)(i) any Lender shall become a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default as a result of which

it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection

with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated

by Section 12.9(b), the consent of the Agent and the Majority Lenders shall have been obtained but the consent of one or more of such

other Lenders whose consent is required shall not have been obtained (a “Non-Consenting Lender”); then, with respect

to each such Lender (an “Affected Lender”), the Borrower or Agent may, by giving written notice to the Borrower and

any Affected Lender of its election to do so, elect to cause such Affected Lender (and such Affected Lender hereby irrevocably agrees)

to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance

with the provisions of Section 12.7 and Affected Lender shall pay any fees payable thereunder in connection with such assignment; provided,

(1) on the date of such assignment, the Replacement Lender shall pay to Affected Lender an amount equal to the sum of (A) an amount equal

to the principal of, and all accrued interest on, all outstanding Loans of the Affected Lender and (B) an amount equal to all accrued,

but theretofore unpaid fees owing to such Affected Lender pursuant to the Fee Letter; (2) on the date of such assignment, the Borrower

shall pay any amounts payable to such Affected Lender pursuant to Section 10.1 or 10.4; and (3) in the event such Affected Lender is a

Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such

Affected Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Affected Lender, such Affected

Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Affected Lender to indemnification

hereunder shall survive as to such Affected Lender.

12.12

Withholding Taxes.

(a)

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan

Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly

completed and executed documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without

withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent,

shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable

the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. 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 Section

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12.12(a)(i)(A), (i)(B)

and (i)(D) below) 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.

Without limiting the generality

of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or about the date on which

such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the

Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding

tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the

Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following

is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States

is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E (or any successor

form), as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”

article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E,

establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other

income” article of such tax treaty;

(ii) executed copies of IRS Form W-8ECI (or any successor form);

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section

881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender

is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder”

of a Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation”

related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”)

and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY (or any

successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in

the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner and supplementary

documentation as may be prescribed by applicable law, as applicable; provided that if the Foreign Lender is a partnership and one or more

direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such

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Foreign Lender may provide a U.S. Tax

Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of any

other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,

together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine

the withholding or deduction required to be made; and

(D) if a payment made to a Lender or Agent under any Loan Document would be subject to U.S. federal withholding

Tax imposed by FATCA if such Lender or Agent were to fail to comply with the applicable reporting requirements of FATCA (including those

contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender or Agent shall deliver to the Borrower

and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such

documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such

additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply

with their obligations under FATCA and to determine that such Lender or Agent has complied with such Lender’s or Agent’s obligations

under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”

shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if

any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form

or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

(b)

For purposes of this Section 12.12, the term “applicable law” includes FATCA.

12.13

WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE

RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY

DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE

SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE

SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY

CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT

EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED

FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED

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THIS WAIVER WITH ITS LEGAL COUNSEL

AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS

IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING

TO THIS SECTION 12.13 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,

SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE

HEREUNDER. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

12.14

USA Patriot Act Notice; Beneficial Ownership Certification. Pursuant to

Section 326 of the USA Patriot Act, the Agent and the Lenders hereby notify the Credit Parties that if they or any of their Subsidiaries

open an account, including any loan, deposit account, treasury management account, or other extension of credit with the Agent or any

Lender, the Agent or the applicable Lender will request the applicable Person’s name, tax identification number, business address

and other information necessary to identify such Person (and may request such Person’s organizational documents or other identifying

documents) to the extent necessary for the Agent and the applicable Lender to comply with the USA Patriot Act. The Borrower shall also

deliver, from time to time at the reasonable request of the Agent or any Lender, a completed certification regarding beneficial ownership

to the extent required by 31 C.F.R. §1010.230, together with any other information required under such regulation.

12.15

Complete Agreement; Conflicts. This Agreement, the Notes (if issued), any

Requests for Loan and the Loan Documents contain the entire agreement of the parties hereto, superseding all prior agreements, discussions

and understandings relating to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing.

In the event of any conflict between the terms of this Agreement and the other Loan Documents, this Agreement shall govern.

12.16

Severability. In case any one or more of the obligations of the Credit Parties

under this Agreement, the Notes or any of the other Loan Documents shall be invalid, illegal or unenforceable in any jurisdiction, the

validity, legality and enforceability of the remaining obligations of the Credit Parties shall not in any way be affected or impaired

thereby, and such invalidity, illegality or unenforceability in one jurisdiction shall not affect the validity, legality or enforceability

of the obligations of the Credit Parties under this Agreement, the Notes or any of the other Loan Documents in any other jurisdiction.

12.17

Table of Contents and Headings; Section References. The table of contents

and the headings of the various subdivisions hereof are for convenience of reference only and shall in no way modify or affect any of

the terms or provisions hereof and references herein to “sections,” “subsections,” “clauses,” “paragraphs,”

“subparagraphs,” “exhibits” and “schedules” shall be to sections, subsections, clauses, paragraphs,

subparagraphs, exhibits and schedules, respectively, of this Agreement unless otherwise specifically provided herein or unless the context

otherwise clearly indicates.

12.18

Construction of Certain Provisions. If any provision of this Agreement or

any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision

shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

12.19

Independence of Covenants. Each covenant hereunder shall be given independent

effect (subject to any exceptions stated in such covenant) so that if a particular action or condition is not permitted by any such covenant

(taking into account any such stated exception), the fact that it would be

106

permitted by an exception to,

or would be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default.

12.20

Electronic Transmissions.

(a)

Each of the Agent, the Credit Parties, the Lenders, and each of their Affiliates is authorized (but not required) to transmit,

post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions

contemplated therein. The Borrower and each other Credit Party hereby acknowledges and agrees that the use of Electronic Transmissions

is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and

each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b)

All uses of an E-System shall be governed by and subject to, in addition to Section 12.5 and this Section 12.20, separate terms

and conditions posted or referenced in such E-System and related contractual obligations executed by the Agent, the Credit Parties and

the Lenders in connection with the use of such E-System.

(c)

All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None

of the Agent or any of its Affiliates, nor the Borrower or any of its respective Affiliates warrants the accuracy, adequacy or completeness

of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No warranty

of any kind is made by the Agent or any of its Affiliates, or the Borrower or any of its respective Affiliates in connection with any

E-Systems or Electronic Transmission, including any warranty of merchantability, fitness for a particular purpose, non-infringement of

third-party rights or freedom from viruses or other code defects. The Agent, the Borrower and its Subsidiaries, and the Lenders

agree that the Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection

with any Electronic Transmission or otherwise required for any E-System. The Agent and the Lenders agree that the Borrower

has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic

Transmission or otherwise required for any E-System.

12.21

Advertisements. The Agent and the Lenders, subject to the Borrower’s

consent not to be unreasonably withheld, delayed or conditioned, may issue news releases and publish “tombstone” advertisements

and other announcements relating to this transaction in newspapers, trade journals and other appropriate media (which may include use

of logos of one or more of the Credit Parties) (collectively, “Trade Announcements”). No Credit Party shall

issue any Trade Announcement or disclose the name of Agent or any Lender except (i) disclosures required by applicable law, regulation,

legal process or the rules of the SEC or (ii) with the prior approval of Agent and such Lender not to be unreasonably withheld, delayed

or conditioned.

12.22

Reliance on and Survival of Provisions. All terms, covenants, agreements,

representations and warranties of the Credit Parties to any of the Loan Documents made herein or in any of the Loan Documents or in any

certificate, report, financial statement or other document furnished by or on behalf of any Credit Party in connection with this Agreement

or any of the Loan Documents shall be deemed to have been relied upon by the Lenders, notwithstanding any investigation heretofore or

hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of the Borrower and the Lenders, as

applicable, set forth in Sections 8.3, 8.6, 9.3, 10.1, 10.4, 11.3, 11.7 and 12.4 hereof (together with any other indemnities of any Credit

Party or Lender contained elsewhere in this Agreement or in any of the other Loan Documents) shall survive the repayment in full of the

Indebtedness (including any Prepayment Premium) and the termination of this Agreement and the other Loan Documents, including any commitment

to extend credit thereunder.

107

12.23

Interest. Notwithstanding any other provision herein, the aggregate interest

rate charged or agreed to be paid with respect to any of the Indebtedness (including any Prepayment Premium), including all charges or

fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If

the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful

Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest

due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement

had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder

(taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if

the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrower

shall pay to the Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have

been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of

Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges,

or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled

automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder

or be refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Agent or a

Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that

is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c)

amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the

Indebtedness hereunder.

12.24

Acknowledgment and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan Document, to the extent such liability

is unsecured, may be subject to the write down and conversion powers of an EEA 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 an EEA Resolution Authority to any such liabilities

arising hereunder which may be payable to it by any party hereto that is an EEA 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 EEA Financial Institution, its parent undertaking, 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 any EEA Resolution Authority.

108

12.25

Specified Subordination Agreement. Notwithstanding anything herein to the

contrary, the Indebtedness evidenced by this Agreement and the other Loan Documents and the exercise of any right or remedy by the Agent

or the Lenders hereunder or thereunder are subject to the provisions of the Specified Subordination Agreement (to the extent such Specified

Subordination Agreement is then in effect). In the event of any direct conflict between the terms of the Specified Subordination

Agreement and any other Loan Document, the terms of the Specified Subordination Agreement (to the extent such Specified Subordination

Agreement is then in effect) shall govern. Notwithstanding anything that may be contained herein to the contrary, all of the

provisions of this Agreement and the other Loan Documents, including without limitation, the covenants of the Credit Parties contained

herein and therein and all of the rights, remedies and powers provided for herein and therein, are subject to the provisions of the Specified

Subordination Agreement to the extent such Specified Subordination Agreement is then in effect (it being understood that any breach by

any Credit Party of its obligations hereunder or thereunder shall nonetheless constitute a default (and to the extent provided herein

or therein, an Event of Default) hereunder or thereunder, as applicable, notwithstanding the foregoing).

12.26

Restatement of Original Credit Agreement. The parties hereto agree that,

on the Restatement Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:

(a)

the Original Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement;

(b)

each Credit Party reaffirms and confirms its obligations under each Loan Document (as defined in the Original Credit Agreement)

to which it is a party (including all Collateral Documents (as defined in the Original Credit Agreement) and the security interests previously

granted thereunder), as amended, supplemented, or otherwise modified or replaced by the Agreement and by any other Loan Document delivered

on the Restatement Date continue in full force and effect and extend to all Indebtedness of each Credit Party under the Loan Documents

as modified on the Restatement Date;

(c)

the Term Loans (including the Exchanged Term Loans) shall continue to be secured by all Liens provided in connection with the Original

Credit Agreement as and to the extent provided in, and subject to the terms of, this Agreement (and from and after the Restatement Date,

shall be secured by all Liens provided in connection with this Agreement as and to the extent provided for in, and subject to the terms

of, this Agreement);

(d)

all references in the Loan Documents (as defined in the Original Credit Agreement) to the “Credit Agreement” shall

be deemed to refer without further amendment to this Agreement;

(e)

this Agreement and the other Loan Documents do not constitute a novation or termination of the Existing Term Loans and that, to

the extent not exchanged for Equity Interests of the Borrower on the Restatement Date, such Existing Term Loans shall in all respects

continue and remain outstanding as Exchanged Term Loans under this Agreement with only the terms being modified from and after the Restatement

Date of this Agreement as provided in this Agreement and the other Loan Documents; and

(f)

the Credit Parties acknowledge that this Agreement does not constitute a waiver by any Lender or any Agent of any Default or Event

of Default under the Original Credit Agreement and any such Default or Event of Default that exists on the Restatement Date shall continue

to exist under this Agreement.

[Remainder of Page Intentionally Left Blank]

109

Exhibit B

Third Amendment Incremental Term Loan Commitments

Third Amendment Incremental Term Lender

Third Amendment Incremental Term Loan Commitment

APS RTR Blocker Inc.

$7,000,000.00

Gateway Runway, LLC

$1,500,000.00

S3 RR Aggregator, LLC

$1,500,000.00

Total

$10,000,000.00

Exhibit C

ANNEX I

– LOANS AND COMMITMENTS

1. Existing Term Loans

Lender

Existing Term Loan

CHS US Investments LLC

$334,165,275.12

Total

$334,165,275.12

2. Restatement Date Term Loan Commitments

Lender

Restatement Date Term Loan Commitment

CHS US Investments LLC

$10,000,000.00

Gateway Runway, LLC

$5,000,000.00

S3 RR Aggregator, LLC

$5,000,000.00

Total

$20,000,000.00

3. Term Loans held by the Lenders (after giving effect to the Restatement Date Transactions)

Lender

Term Loans

CHS US Investments LLC

$80,000,000

Gateway Runway, LLC

$20,000,000

S3 RR Aggregator, LLC

$20,000,000

Total

$120,000,000.00

4. Term Loans held by the Lenders (after giving effect to the funding of the Third Amendment Incremental

Term Loans)

Lender

Term Loans (immediately prior to the Third Amendment Effective Date)

Third Amendment Incremental Term Loans

Term Loans (immediately after the Third Amendment Effective Date)

CHS US Investments LLC

$83,542,926.32

$0.00

$83,542,926.32

APS RTR Blocker Inc.

$0.00

$7,000,000.00

Gateway Runway, LLC

$20,885,731.59

$1,500,000.00

$22,385,731.59

S3 RR Aggregator, LLC

$20,885,731.59

$1,500,000.00

$22,385,731.59

Total

$125,314,389.50

$10,000,000.00

$135,314,389.50

Exhibit D

Amended Schedules to Credit Agreement

(see attached)

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